Terms of the Notes. The following terms relating to the Notes are hereby established: (1) The Notes shall constitute a series of Securities having the title “4.00% Notes due 2015”. (2) The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1108 of the Indenture) shall initially be limited to $450,000,000. The Company may, without the consent of the Holders, create and issue additional Notes (the “Additional Notes”) ranking equally with the Notes and otherwise similar in all respects so that the Additional Notes shall be consolidated and form a single series with the Notes. The Company may not issue Additional Notes if an Event of Default shall occur and be continuing with respect to the Notes. (3) Interest on any Note shall be payable only to the Person in whose name that Note (or one or more predecessor Notes thereof) is registered at the close of business on the Regular Record Date for such interest. (4) The entire outstanding principal of the Notes shall be payable on January 15, 2015, which date shall be the Stated Maturity for the payment of principal on the Notes. (5) The rate at which the Notes shall bear interest shall be 4.00% per annum; the date from which interest shall accrue on the Notes shall be the date hereof; the Interest Payment Dates for the Notes on which interest shall be payable shall be January 15 and July 15 in each year, beginning July 15, 2010; the Regular Record Date for the interest payable on the Notes on any Interest Payment Date shall be the January 1 or July 1 preceding the applicable Interest Payment Date; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (6) [Reserved] (7) The Notes may be redeemed at any time at the option of the Company, in whole or in part, at a redemption price (the “Redemption Price”) equal to the greater of (a) 100% of the principal amount of the Notes to be redeemed, plus accrued interest to the Redemption Date, or (b) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of payments of interest accrued as of the Redemption Date), discounted to the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate plus 25 basis points, plus accrued and unpaid interest to the Redemption Date. If notice has been given as provided in the Indenture and immediately available funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been delivered to the Paying Agent not later than 11:00 A.M. New York Time on the Redemption Date referred to in such notice, such Notes (or any portion thereof) shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes shall be to receive payment of the Redemption Price with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) shall be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption shall specify, among other items, which Notes shall be redeemed, the Redemption Date, the Redemption Price, and the principal amount of the Notes held by such Holder to be redeemed. The Company shall notify the Trustee at least 30 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of the Notes to be redeemed and their Redemption Date. If less than all the Notes of a series are to be redeemed, the Trustee shall select, in such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part. In the event of redemption of the outstanding principal amount of the Notes of a series in part only, a new Note (or Notes) for the amount of the unredeemed portion thereof shall be issued in the name of the Holder(s) thereto, upon cancellation thereof. The following definitions shall apply to the Notes:
Appears in 1 contract
Terms of the Notes. The following terms relating to the Notes are hereby established:
(1a) The title of the Notes shall constitute a series of Securities having the title be “4.006.125% Subordinated Tier 2 Notes due 20152022”.;
(2b) The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture shall not initially exceed $2,250,000,000 (except for Securities authenticated and delivered upon registration of transfer of, or as otherwise provided in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1108 of the Indenture) shall initially be limited to $450,000,000. The Company may, without the consent of the Holders, create and issue additional Notes (the “Additional Notes”) ranking equally with the Notes and otherwise similar in all respects so that the Additional Notes shall be consolidated and form a single series with the Notes. The Company may not issue Additional Notes if an Event of Default shall occur and be continuing with respect to the Notes.);
(3c) Interest Principal on any Note shall be payable only to the Person in whose name that Note (or one or more predecessor Notes thereof) is registered at the close of business on the Regular Record Date for such interest.
(4) The entire outstanding principal of the Notes shall be payable on January December 15, 2015, which date 2022;
(d) The Notes shall be the Stated Maturity for the payment of principal issued in global registered form on the Notes.
(5) The rate at which the Notes December 4, 2012 and shall bear interest shall be 4.00% per annum; the date from which interest shall accrue December 4, 2012 at an annual rate of 6.125%, payable semi-annually in arrears on the Notes shall be the date hereof; the Interest Payment Dates for the Notes on which interest shall be payable shall be January June 15 and July December 15 in each year, beginning July year commencing June 15, 2010; the Regular Record Date for the interest payable on the Notes on any Interest Payment Date shall be the January 1 or July 1 preceding the applicable 2013 (each, an “Interest Payment Date; and ”). The first interest payment will be a long first coupon. Interest on the Senior Notes will be calculated on the basis upon which interest shall be calculated shall be that of a 360-day year consisting divided into twelve months of twelve 30-30 days each and, in the case of an incomplete month, the actual number of days elapsed in such period. The Regular Record Dates for the Notes will be the 1st day monthsof each June and December, whether or not a Business Day, immediately preceding the relevant Interest Payment Date. The Issuer’s obligation to pay the principal of and any interest on the Notes shall not be deferrable.
(6e) [Reserved]No premium, upon redemption or otherwise, shall be payable by the Company on the Notes;
(7f) Principal of and any interest on the Notes shall be paid to the Holder through The Bank of New York Mellon, as paying agent of the Company having offices in London, United Kingdom;
(g) The Notes may shall not be redeemed at redeemable except as provided in Article 11 of the Base Indenture, as amended by Section 4.12 of this First Supplemental Indenture. In connection with any time redemption of Notes pursuant to Section 11.08 of the Base Indenture, as amended by Section 4.12 of this First Supplemental Indenture, the date referenced therein shall be November 27, 2012;
(h) The Company shall have no obligation to redeem or purchase the Notes pursuant to any sinking fund or analogous provision;
(i) The Notes shall be issued only in denominations of $2,000 and integral multiples of $1,000;
(j) The principal amount of, and any accrued interest on, the Notes shall be payable upon the declaration of acceleration thereof pursuant to Section 5.02 of the Base Indenture;
(k) Additional Amounts shall only be payable on the Notes pursuant to Section 10.04 of the Base Indenture as amended and restated in Section 3.30 of this First Supplemental Indenture;
(l) The Notes shall not be converted into or exchanged at the option of the Company, in whole Company or in part, at a redemption price (the “Redemption Price”) equal to the greater of (a) 100% otherwise for stock or other securities of the principal amount of the Company;
(m) The Notes to shall be redeemeddenominated in, plus accrued interest to the Redemption Date, or (b) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled and payments of principal and interest thereon shall be made in, U.S. Dollars;
(n) The payment of principal of and interest, if any, on the Notes to be redeemed (not including any portion of payments of interest accrued as of the Redemption Date), discounted to the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate plus 25 basis points, plus accrued and unpaid interest to the Redemption Date. If notice has been given as provided in the Indenture and immediately available funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been delivered to the Paying Agent not later than 11:00 A.M. New York Time on the Redemption Date referred to in such notice, such Notes (or any portion thereof) shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes shall be to receive payable in the coin or currency of the United States of America;
(o) The payment of principal of and interest, if any, on the Redemption Price with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) shall be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption shall specify, among other items, which Notes shall be redeemedpayable only in the coin or currency in which the Notes are denominated which, pursuant to (n) above, shall be the Redemption Date, the Redemption Price, and the principal amount coin or currency of the United States of America;
(p) The Notes held by such Holder to be redeemed. The Company shall notify the Trustee at least 30 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of the Notes to be redeemed and their Redemption Date. If less than all the Notes of a series are to be redeemed, the Trustee shall select, in such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part. In the event of redemption of the outstanding principal amount of the Notes of a series in part only, a new Note (or Notes) for the amount of the unredeemed portion thereof shall will be issued in the name form of one or more global securities in registered form, without coupons attached, and the initial Holder with respect to each such global security shall be Cede & Co., as nominee of The Depository Trust Company;
(q) The Notes will not be issued in definitive form;
(r) There is no Calculation Agent for the Notes;
(s) The Events of Default on the Senior Notes are as set forth in Section 5.01 of the Holder(sBase Indenture and Defaults are set forth in Section 5.03 of the Base Indenture as amended by Sections 3.11 and 4.07 of this First Supplemental Indenture;
(t) theretoThe subordination terms of the Notes are as set forth in Article 12 of the Base Indenture as amended by Sections 3.32 to 3.35 (inclusive) of this First Supplemental Indenture.
(u) The form of the Note shall be evidenced by one or more global notes in registered form (each, upon cancellation thereof. The following definitions shall apply a “Global Note”) substantially in the form of Exhibit A to the Notes:this First Supplemental Indenture;
Appears in 1 contract
Samples: First Supplemental Indenture (Royal Bank of Scotland Group PLC)
Terms of the Notes. The following terms relating relate to the Notes are hereby establishedNotes:
(1) The 2018 Notes shall constitute a separate series of Securities Notes having the title “4.002.150% Senior Notes due 20152018” and the 2025 Notes shall constitute a separate series of Notes having the title “3.650% Senior Notes due 2025”.
(2) The aggregate principal amount of the 2018 Notes (the “Initial 2018 Notes”) and the 2025 Notes (the “Initial 2025 Notes” and, together with the Initial 2018 Notes, the “Initial Notes”) that may be initially authenticated and delivered under the Indenture (except for Securities authenticated shall be $450,000,000 and delivered upon registration of transfer of$350,000,000, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1108 of the Indenture) shall initially be limited to $450,000,000respectively. The Company maymay from time to time, without the consent of the HoldersHolders of Notes, create and issue additional 2018 Notes (the in any such case, “Additional 2018 Notes”) or additional 2025 Notes (in any such case, “Additional 2025 Notes”) having the same ranking equally with and the same interest rate, maturity and other terms as the Initial 2018 Notes or the Initial 2025 Notes, as the case may be. Any Additional 2018 Notes and the Initial 2018 Notes and any Additional 2025 Notes and the Initial 2025 Notes, as the case may be, shall each constitute a single series under the Indenture and all references to the 2018 Notes shall include the Initial 2018 Notes and any Additional 2018 Notes and all references to the 2025 Notes shall include the Initial 2025 Notes and any Additional 2025 Notes, unless the context otherwise similar in all respects so that requires. The aggregate principal amount of each of the Additional 2018 Notes and the 2025 Notes shall be consolidated and form a single series with the Notes. The Company may not issue Additional Notes if an Event of Default shall occur and be continuing with respect to the Notesunlimited.
(3) Interest on any Note shall be payable only to the Person in whose name that Note (or one or more predecessor Notes thereof) is registered at the close of business on the Regular Record Date for such interest.
(4) The entire outstanding Outstanding principal amount of the 2018 Notes and the 2025 Notes shall be payable on January December 14, 2018 and on December 15, 20152025, which date shall be the Stated Maturity for the payment of principal on the Notesrespectively.
(54) The rate at which the Notes shall bear interest shall be 4.002.150% per annum; year for the 2018 Notes and 3.650% per year for the 2025 Notes. The date from which interest shall accrue on the Notes shall be the date hereof; the most recent Interest Payment Date to which interest has been paid or provided for or, if no interest has been paid, from December 9, 2015. The Interest Payment Dates for the Notes on which interest shall be payable shall be January June 15 and July December 15 in of each year, beginning July June 15, 2010; 2016, until the Regular Record Date principal is paid or made available for the interest payment. Interest shall be payable on the Notes on any each Interest Payment Date shall be to the January holders of record at the close of business on the June 1 or July and December 1 preceding the applicable prior to each Interest Payment Date; and the Date (each, 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.
(65) [Reserved]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 (2018 Notes) and Exhibit B (2025 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.
(76) The Notes may be redeemed at any time at the option of the Company, in whole or in part, at a redemption price (the “Redemption Price”) equal Company prior to the greater of (a) 100% of the principal amount of the Notes to be redeemedmaturity date, plus accrued interest to the Redemption Date, or (b) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of payments of interest accrued as of the Redemption Date), discounted to the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate plus 25 basis points, plus accrued and unpaid interest to the Redemption Date. If notice has been given as provided in Section 1.3 hereof.
(7) The Notes will not have the Indenture and immediately available funds for the redemption benefit of any Notes sinking fund.
(or any portion thereof) called for redemption shall have been delivered to the Paying Agent not later than 11:00 A.M. New York Time on the Redemption Date referred to in such notice8) Except as provided herein, such Notes (or any portion thereof) shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes 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 to receive payment general unsecured and unsubordinated obligations of the Redemption Price with respect to such Company and will be ranked equally among themselves.
(10) The Notes are not convertible into shares of common stock or portion thereof so redeemed. Notice other securities of any optional redemption of any Notes the Company.
(or any portion thereof11) The restrictive covenant set forth in Section 1.4 hereof shall be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption shall specify, among other items, which Notes shall be redeemed, the Redemption Date, the Redemption Price, and the principal amount of the Notes held by such Holder to be redeemed. The Company shall notify the Trustee at least 30 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of the Notes to be redeemed and their Redemption Date. If less than all the Notes of a series are to be redeemed, the Trustee shall select, in such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part. In the event of redemption of the outstanding principal amount of the Notes of a series in part only, a new Note (or Notes) for the amount of the unredeemed portion thereof shall be issued in the name of the Holder(s) thereto, upon cancellation thereof. The following definitions shall apply applicable to the Notes:.
Appears in 1 contract
Samples: Supplemental Indenture (Thermo Fisher Scientific Inc.)
Terms of the Notes. The following terms relating to the Notes are hereby established:
(1) The Notes shall constitute a series of Securities having the title “4.00"8.25% Notes due 2015”2012".
(2) The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1108 of the Indenture) shall initially be limited to $450,000,000650,000,000. The Company may, without the consent of the Holders, create and issue additional Notes Securities (the “"Additional Notes”Securities") ranking equally with the Notes Securities and otherwise similar in all respects so that the Additional Notes Securities shall be consolidated and form a single series with the NotesSecurities. The Company may not issue Additional Notes Securities if an Event of Default shall occur and be continuing with respect to the NotesSecurities.
(3) Interest on any Note shall be payable only to the Person in whose name that Note (or one or more predecessor Notes thereof) is registered at the close of business on the Regular Record Date for such interest.
(4) The entire outstanding principal of the Notes shall be payable on January April 15, 20152012, which date shall be the Stated Maturity for the payment of principal on the Notes.
(5) The rate at which the Notes shall bear interest shall be 4.00% per annum8.25%; the date from which interest shall accrue on the Notes shall be the date hereof; the Interest Payment Dates for the Notes on which interest shall be payable shall be January April 15 and July October 15 in each year, beginning July October 15, 20102002; the Regular Record Date for the interest payable on the Notes on any Interest Payment Date shall be the January April 1 or July October 1 preceding the applicable Interest Payment Date; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(6) [Reserved]If (i) on or prior to the 180th day following the original issue date of the Securities, the Company's registration statement (the "Exchange Registration Statement") under the Securities Act, registering a security substantially identical to this Security (except that such Security will not contain terms with respect to the Special Interest payments described below or transfer restrictions) pursuant to an exchange offer (the "Exchange Offer") (or, in lieu thereof, a registration statement registering this Security for resale (a "Resale Registration Statement")) has not become or been declared effective; or (ii) on or prior to the 225th day following the date of original issue of the Securities, neither the Exchange Registration Statement has been consummated nor, if applicable, the Resale Registration Statement has been declared effective; or (iii) either the Exchange Registration Statement or, if applicable, the Resale Registration Statement is filed and declared effective (except as specifically permitted therein) but shall thereafter cease to be effective without being succeeded promptly by an additional registration statement filed and declared effective, in each case (i) through (iii) upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) through (iii), a "Registration Default"), then interest will accrue (in addition to any stated interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount of the Securities, for the 90-day period immediately following the occurrence of the Registration Default, which rate shall be increased by 0.25% per annum at the beginning of each subsequent 90-day period (provided that the rate at which such additional interest accrues shall not exceed 0.50% per annum in the aggregate) and interest shall be payable at such increased rate until such time (the "Step-Down Date") as no Registration Default is in effect (after which such interest rate will be restored to its initial rate) or the first date the Securities become freely tradeable under Rule 144(k) of the Securities Act. Interest accruing as a result of the Step-Up (which shall be computed on the basis of a 365-day year and the actual number of days elapsed) is referred to herein as "Special Interest." Accrued Special Interest, if any, shall be paid semi-annually on April 15 and October 15 in each year.
(7) The Notes may be redeemed at any time at the option of the CompanyIssuer, in whole or in part, at a redemption price (the “"Redemption Price”") equal to the greater of (a) 100% of the principal amount of the Notes Securities to be redeemed, plus accrued interest to the Redemption Date, or (b) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes Securities to be redeemed (not including any portion of payments of interest accrued as of the Redemption Date), discounted to the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate plus 25 35 basis points, plus accrued and unpaid interest to the Redemption Date. If notice has been given as provided in the Indenture and immediately available funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been delivered to the Paying Agent not later than 11:00 A.M. New York Time made available on the Redemption Date referred to in such notice, such Notes (or any portion thereof) shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes shall be to receive payment of the Redemption Price with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) shall be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption shall specify, among other items, which Notes shall be redeemed, the Redemption Date, the Redemption Price, and the principal amount of the Notes held by such Holder to be redeemed. The Company Issuer shall notify the Trustee at least 30 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of the Notes to be redeemed and their Redemption Date. If less than all the Notes of a series are to be redeemed, at the option of the Issuer, the Trustee shall select, in such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part. In the event of redemption of the outstanding principal amount of the Notes of a series in part only, a new Note (or Notes) for the amount of the unredeemed portion thereof shall be issued in the name of the Holder(s) thereto, upon cancellation thereof. The following definitions shall apply to the Notes:.
Appears in 1 contract
Samples: Supplemental Indenture (Allegheny Energy Supply Co LLC)
Terms of the Notes. The following terms relating relate to the Notes are hereby establishedNotes:
(1) The Notes shall constitute a separate series of Securities Notes having the title “4.00% Floating Rate Senior Notes due 20152020”.
(2) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1108 of the Indenture“Initial Notes”) shall initially be limited to $450,000,000€600,000,000. The Company maymay from time to time, without the consent of the HoldersHolders of Notes, create and issue additional Notes (the “Additional Notes”) ranking equally with having the same terms (except for the issue date, offering price and, if applicable, the first interest payment date) as the Initial Notes. Any Additional Notes and otherwise similar in all respects so that the Additional Initial Notes shall be consolidated and form together constitute a single series under the Indenture and all references to the Notes shall include both the Initial Notes and the Additional Notes, unless the context otherwise requires; provided that if any Additional Notes are not fungible with the NotesInitial Notes for U.S. federal income tax purposes, such Additional Notes will have separate ISIN and Common Code numbers. The Company may not issue Additional aggregate principal amount of the Notes if an Event shall be unlimited. The entire Outstanding principal amount of Default the Notes shall occur be payable on August 7, 2020. The principal of each Note payable at maturity or upon earlier redemption shall be paid against presentation and be continuing with respect to surrender of such Note at the Notesoffice or agency maintained for such purposes in London, initially, the Specified Office of the Paying Agent.
(a) The Notes shall bear interest at a rate equivalent to the 3-month EURIBOR (the “Base Rate”) plus 0.300% per annum, as calculated by the Calculation Agent; provided, however, that the minimum interest rate shall be zero. The Notes will bear interest from August 8, 2018 or from the immediately preceding Interest Payment Date (as defined below) to which interest has been paid. Interest on any Note the Notes shall be payable only quarterly in arrears on February 7, May 7, August 7 and November 7 of each year (each, a “Interest Payment Date”), commencing on November 7, 2018; provided, that, if any Interest Payment Date would be a day that is not a Business Day, such Interest Payment Date shall be the next succeeding day that is a Business Day (and no additional interest will accrue or otherwise accumulate on the amount payable for the period from and after such Interest Payment Date); except that if such next succeeding Business Day falls in the next succeeding calendar month, such Interest Payment Date shall be the immediately preceding Business Day. The interest rate on the Notes will be reset quarterly on February 7, May 7, August 7 and November 7 of each year (each, an “Interest Reset Date”), commencing on November 7, 2018; provided, that, if any Interest Reset Date would be a day that is not a Business Day, such Interest Reset Date shall be the next succeeding day that is a Business Day, except that if such next succeeding Business Day falls in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business Day. The initial Base Rate for the Notes in effect from August 8, 2018 to, but excluding, the first Interest Reset Date will be the 3-month EURIBOR in effect on August 6, 2018. The interest rate on the Notes will be determined on the second TARGET2 Business Day preceding the applicable Interest Reset Date (a “EURIBOR Interest Determination Date”). Interest on an Interest Payment Date shall be paid to the Person Persons in whose name that Note (or one or more predecessor names the Notes thereof) is are registered on the Security Register at the close of business on the Regular Record Date for such interest.
(4) regular record date. The entire outstanding principal of the Notes shall be payable on January 15, 2015, which regular record date shall be the Stated Maturity for fifteenth calendar day, whether or not a Business Day, immediately preceding the payment of principal on the Notes.
(5) The rate at which the Notes shall bear interest shall be 4.00% per annum; the date from which interest shall accrue related Interest Payment Date. Interest on the Notes shall will be the date hereof; the Interest Payment Dates for the Notes on which interest shall be payable shall be January 15 and July 15 in each year, beginning July 15, 2010; the Regular Record Date for the interest payable computed on the Notes on any Interest Payment Date shall be the January 1 or July 1 preceding the applicable Interest Payment Date; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting and the actual number of twelve 30-day monthsdays in the period for which interest is being calculated.
(6) [Reserved]
(7b) The Notes may Base Rate that takes effect on any Interest Reset Date shall be redeemed at any time at the option of the Company, in whole or in part, at a redemption price (the “Redemption Price”) equal to the greater interest rate for deposits in euro designated as “EURIBOR” and sponsored jointly by the European Banking Federation and ACI — the Financial Market Association (or any company established by the joint sponsors for purposes of compiling and publishing that rate) on each EURIBOR Interest Determination Date, and will be determined by the Calculation Agent in accordance with the following provisions:
(ai) 100% EURIBOR will be the offered rate for deposits in euro having a maturity of three months, as that rate appears on Reuters Page EURIBOR01 as of 11:00 A.M., Brussels time, on the relevant EURIBOR Interest Determination Date.
(ii) If the rate described in clause (i) above does not appear on Reuters Page XXXXXXX00, XXXXXXX will be determined on the basis of the rates, at approximately 11:00 A.M., Brussels time, on the relevant EURIBOR Interest Determination Date, at which deposits of the following kind are offered to prime banks in the Euro-Zone interbank market by the principal Euro-Zone office of each of four major banks in that market selected by the Company: euro deposits having a maturity of three months beginning on such Interest Reset Date and in a principal amount of not less than €1,000,000 that is representative for a single transaction in such market at such time. The Company will request the Notes principal Euro-Zone office of each of these banks to be redeemed, plus accrued interest to the Redemption Date, or (b) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of payments of interest accrued as of the Redemption Date), discounted to the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate plus 25 basis points, plus accrued and unpaid interest to the Redemption Date. If notice has been given as provided in the Indenture and immediately available funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been delivered provide to the Paying Agent and Calculation Agent a quotation in writing of its rate. If at least two quotations are provided in writing, EURIBOR for such EURIBOR Interest Determination Date will be the arithmetic mean (rounded upwards in accordance with Section 1.2(3)(d) hereof) calculated by the Company of such quotations. The Company will ensure that the Calculation Agent is provided with appropriate contact details of the relevant personnel at each of the reference banks that the Calculation Agent will be requested to contact to provide such quotation of its rates.
(iii) If fewer than two quotations are provided as described in clause (ii) above, EURIBOR for the relevant EURIBOR Interest Determination Date will be the arithmetic mean of the rates for loans of the following kind to leading Euro-Zone banks quoted in writing, at approximately 11:00 A.M., Brussels time, on such EURIBOR Interest Determination Date, by three major banks in the Euro-Zone selected by the Company: loans of euro having a maturity of three months beginning on such Interest Reset Date and in a principal amount of not later less than 11:00 A.M. New York Time €1,000,000 that is representative for a single transaction in such market at such time.
(iv) If fewer than three banks selected by the Company are quoting as described in clause (iii) above, EURIBOR shall be the EURIBOR then in effect on such EURIBOR Interest Determination Date (or, in the case of the first Interest Reset Date, EURIBOR shall be the initial Base Rate).
(c) Upon request of the Holder to the Calculation Agent, the Calculation Agent will provide the interest rate then in effect on the Redemption Date referred to in such noticeNotes and, such Notes (or any portion thereof) shall cease to bear if determined, the interest rate that will become effective on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes shall be to receive payment of the Redemption Price next Interest Reset Date.
(d) All percentages resulting from any calculation with respect to such the Notes will be rounded upward or portion thereof so redeemed. Notice downward, as appropriate, to the next higher or lower one hundred-thousandth of any optional redemption of any Notes a percentage point (e.g., 9.876541% (or any portion thereof.09876541) shall be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption shall specify, among other items, which Notes shall be redeemed, the Redemption Date, the Redemption Price, and the principal amount of the Notes held by such Holder to be redeemed. The Company shall notify the Trustee at least 30 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of the Notes to be redeemed and their Redemption Date. If less than all the Notes of a series are to be redeemed, the Trustee shall select, in such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part. In the event of redemption of the outstanding principal amount of the Notes of a series in part only, a new Note (or Notes) for the amount of the unredeemed portion thereof shall be issued in the name of the Holder(s) thereto, upon cancellation thereof. The following definitions shall apply to the Notes:being rounded down to
Appears in 1 contract
Samples: Second Supplemental Indenture (Thermo Fisher Scientific Inc.)
Terms of the Notes. The following terms relating to the Notes are hereby established:
(1a) The Notes shall constitute a series of Senior Securities having the title “4.006.375% Notes due 2015”2021.” The Notes shall bear a CUSIP number of 01000XXX0 xnd an ISIN number of US01374TAN28.
(2b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Securities Notes authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Securities of the series Notes pursuant to Section Sections 304, 305, 306, 906 906, 1107 or 1108 1305 of the Base Indenture, and except for any Securities that, pursuant to Section 303 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall initially be limited $1,744,000. Under a Board Resolution, Officers’ Certificate pursuant to $450,000,000. The Board Resolutions or an indenture supplement, the Company maymay from time to time, without the consent of the HoldersHolders of Notes, create and issue additional Notes (the in any such case “Additional Notes”) having the same ranking equally with and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and otherwise similar in the existing Notes will constitute a single series under the Indenture and all respects so that references to the relevant Notes herein shall include the Additional Notes shall be consolidated and form a single series with unless the Notes. The Company may not issue Additional Notes if an Event of Default shall occur and be continuing with respect to the Notescontext otherwise requires.
(3c) Interest on any Note The entire outstanding principal of the Notes shall be payable only on June 15, 2021.
(d) The rate at which the Notes shall bear interest shall be 6.375% per annum (the “Applicable Interest Rate”). The date from which interest shall accrue on the Notes shall be June 9, 2016, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be June 15 and December 15 of each year, commencing December 15, 2016 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on 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 June 9, 2016, to, but excluding, the 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 that the Note (or one or more predecessor Notes thereofPredecessor Securities) is registered at the close of business on the Regular Record Date for such interest.
, which shall be June 1 and December 1 (4) The entire outstanding whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of principal of the Notes shall be payable on January 15(and premium, 2015if any, which date shall be the Stated Maturity for the payment of principal on the Notes.
(5on) The rate at which the Notes shall bear and any such interest shall be 4.00% per annum; the date from which interest shall accrue on the Notes will be made at the office of the Trustee located at 60 Xxxxxxxxxx Xxxxxx, St. Paxx, MN 55107, Attention: Alcentra Capital Corporation (6.375% Notes due 2021) and at such other address as designated by the Trustee, in such coin or currency of the United 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 be appear in the date hereofSecurity Register; the Interest Payment Dates for provided, further, however, that so long as the Notes on which interest shall are registered to Cede & Co., such payment will be payable shall be January 15 made by wire transfer in accordance with the procedures established by The Depository Trust Company and July 15 in each year, beginning July 15, 2010; the Regular Record Date for the interest payable Trustee. Interest on the Notes will be computed on any Interest Payment Date shall be the January 1 or July 1 preceding the applicable Interest Payment Date; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(6) [Reserved]
(7e) The Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this Thirteenth 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 redeemed 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 203 and 305 of the Base Indenture.
(f) The depositary for such Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 1402 or Section 1403 of the Base Indenture. Covenant defeasance contained in Section 1403 of the Base Indenture shall apply to the covenants contained in Sections 1007 and 1008 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 1101 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, in whole on or in partafter June 15, 2017, at a redemption price (the “Redemption Price”) equal to the greater of (a) 100% of the outstanding principal amount thereof, plus accrued and unpaid interest payments otherwise payable for the then-current semi-annual interest period accrued to, but excluding, the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, to each Holder of the Notes to be redeemed, plus accrued interest not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, or at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 1104 of the Base Indenture.
(biii) as determined by Any exercise of the Quotation AgentCompany’s option to redeem the Notes will be done in compliance with the Investment Company Act, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notes, the sum of Trustee will determine the present values of method for selecting the remaining scheduled payments of principal and interest on the particular Notes to be redeemed (not including any portion of payments of interest accrued as redeemed, in accordance with Section 1103 of the Redemption Date)Base Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed, discounted in each case to the Redemption Date on a semi-annual basis at extent applicable.
(v) Unless the Adjusted Treasury Rate plus 25 basis points, plus accrued and unpaid interest to the Redemption Date. If notice has been given as provided Company defaults in the Indenture and immediately available funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been delivered to the Paying Agent not later than 11:00 A.M. New York Time on the Redemption Date referred to in such notice, such Notes (or any portion thereof) shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes shall be to receive payment of the Redemption Price with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) shall be given to Holders at their addressesPrice, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption shall specify, among other items, which Notes shall be redeemed, on and after the Redemption Date, the Redemption Price, and the principal amount of interest will cease to accrue on the Notes held by such Holder to be redeemed. The Company shall notify the Trustee at least 30 days prior to giving notice of called for redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of the Notes to be redeemed and their Redemption Date. If less than all the Notes of a series are to be redeemed, the Trustee shall select, in such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part. In the event of redemption of the outstanding principal amount of the Notes of a series in part only, a new Note (or Notes) for the amount of the unredeemed portion thereof shall be issued in the name of the Holder(s) thereto, upon cancellation thereof. The following definitions shall apply to the Notes:hereunder.
Appears in 1 contract
Terms of the Notes. Section 1.01 The following terms relating to the Notes are hereby established:
(1a) The Notes shall constitute a series of Debt Securities having the title “4.004.875% Notes due 2015”2026.” The Notes shall bear a CUSIP number of 425885 209 and an ISIN number of US4258852098.
(2b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Debt Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debt Securities of the that series pursuant to Article 3, the second paragraph of Section 3044.03, 305, 306, 906 or 1108 Section 11.04 of the Indenture) shall initially be limited $35,000,000 (or up to $450,000,00040,250,000 aggregate principal amount if the underwriters’ over-allotment option is exercised in full). The Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or a Future Supplemental Indenture, the Company maymay from time to time, without the consent of the HoldersHolders of Notes, create and issue additional Notes (the in any such case “Additional Notes”) having the same ranking equally with and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and otherwise similar in the existing Notes will constitute a single series under the Indenture and all respects so that references to the relevant Notes herein shall include the Additional Notes shall be consolidated and form a single series with unless the Notes. The Company may not issue Additional Notes if an Event of Default shall occur and be continuing with respect to the Notescontext otherwise requires.
(3c) Interest on any Note The Stated Maturity of the Notes shall be December 31, 2026. The entire outstanding principal of the Notes shall be payable only on the Stated Maturity, unless earlier redeemed or repurchased in accordance with the provisions of the Indenture.
(d) The rate at which the Notes shall bear interest shall be 4.875% per annum. The date from which interest shall accrue on the Notes shall be October 20, 2021 or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be March 31, June 30, September 30 and December 31 of each year, commencing December 31, 2021. If an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on 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 October 20, 2021, to, but excluding, the 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 that the Note (or one or more predecessor Notes thereofPredecessor Debt Securities) is registered at the close of business on the Regular Record Date for such interest.
, which shall be March 15, June 15, September 15 and December 15 (4) The entire outstanding whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of the principal of the Notes shall be payable on January 15(and premium, 2015if any, which date shall be the Stated Maturity for the payment of principal on the Notes.
(5on) The rate at which the Notes shall bear and any such interest shall be 4.00% per annum; the date from which interest shall accrue on the Notes shall will be made at the office of the Trustee located at 60 Xxxxxxxxxx Xxxxxx, St. Pxxx, MN, 55107, and at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that, at the request of the registered Holder, the Company will pay the principal of (and premium, if any, on) and interest, if any, on the Notes by wire transfer of immediately available funds to an account at a bank in the United States, on the date hereof; when such amount is due and payable provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. To request payment by wire transfer, the registered Holder must give the paying agent and the Trustee appropriate wire transfer instructions at least 15 Business Days before the requested payment is due. In the case of any interest payment due on an Interest Payment Dates for Date, the Notes instructions must be given by the person who is the registered Holder on which interest shall be payable shall be January 15 and July 15 in each year, beginning July 15, 2010; the Regular Record Date for the interest payable Date. Any wire instructions, once properly given, will remain in effect unless and until new instructions are given in accordance with this Section. Interest on the Notes will be computed on any Interest Payment Date shall be the January 1 or July 1 preceding the applicable Interest Payment Date; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(6) [Reserved]
(7e) The Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this First 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 principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be redeemed 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 Debt Security Registrar, in accordance with Sections 2.04 and 3.06 of the Base Indenture.
(f) The depositary for such Global Notes (the “Depository”) shall be The Depository Trust Company, New York, New York. The Debt Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 13.02 or Section 13.06 of the Indenture. Covenant defeasance contained in Section 13.06 of the Indenture shall apply to the covenants contained in Sections 5.07 and 5.08 of the Indenture.
(h) The Notes shall be redeemable pursuant to Article 4 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, in whole on or in partafter December 31, 2023, at a redemption price (the “Redemption Price”) equal to the greater of (a) 100% of the outstanding principal amount of the Notes to be redeemed, plus accrued and unpaid interest payments otherwise payable thereon for the then-current quarterly interest period accrued to, but excluding, the Redemption Date.
(ii) Notice of redemption shall be given in writing and electronically delivered through The Depository Trust Company or mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, or at the Holder’s address appearing in the Debt Security Register. All notices of redemption shall contain the information set forth in Section 4.02 of the Base Indenture.
(biii) as determined by If the Quotation AgentCompany elects to redeem only a portion of the Notes, the sum Trustee or, with respect to the Global Notes, the Depository will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 4.02 of the present values Base Indenture and the rules of any national securities exchange or quotation system on which the Notes are listed, to the extent applicable.
(iv) Unless the Company defaults in payment of the remaining scheduled payments of principal Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption.
(i) The Notes shall not be subject to be redeemed (not including any portion of payments of interest accrued as sinking fund pursuant to Section 4.05 of the Redemption Date), discounted to the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate plus 25 basis points, plus accrued Base Indenture.
(j) The Notes shall be issuable in denominations of $25.00 and unpaid interest to the Redemption Date. If notice has been given as provided integral multiples of $25.00 in the Indenture and immediately available funds for the redemption of any Notes excess thereof.
(or any portion thereofk) called for redemption shall have been delivered to the Paying Agent not later than 11:00 A.M. New York Time on the Redemption Date referred to in such notice, such Notes (or any portion thereof) shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes shall be will not have the option to receive payment of have the Redemption Price with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) shall be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days repaid prior to the date fixed for redemptionStated Maturity. The notice of redemption Nothing in this Section shall specifyprohibit purchases by the Company in the open market, among other items, which Notes shall be redeemed, the Redemption Date, the Redemption Price, and the principal amount of the Notes held by such Holder to be redeemed. The Company shall notify the Trustee at least 30 days private transactions or otherwise prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of the Notes to be redeemed and their Redemption Date. If less than all the Notes of a series are to be redeemed, the Trustee shall select, in such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part. In the event of redemption of the outstanding principal amount of the Notes of a series in part only, a new Note (or Notes) for the amount of the unredeemed portion thereof shall be issued in the name of the Holder(s) thereto, upon cancellation thereof. The following definitions shall apply to the Notes:Stated Maturity.
Appears in 1 contract
Samples: First Supplemental Indenture (Hennessy Advisors Inc)
Terms of the Notes. The following terms relating to the Notes are hereby establishedestablished pursuant to Section 3.01 of the Base Indenture:
(1a) The title of the Notes shall constitute a series of Securities having the title be “4.005.125% Subordinated Tier 2 Notes due 20152024”.;
(2b) The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture shall not initially exceed $2,250,000,000 (except for Securities authenticated and delivered upon registration of transfer of, or as otherwise provided in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1108 of the Indenture) shall initially be limited to $450,000,000. The Company may, without the consent of the Holders, create and issue additional Notes (the “Additional Notes”) ranking equally with the Notes and otherwise similar in all respects so that the Additional Notes shall be consolidated and form a single series with the Notes. The Company may not issue Additional Notes if an Event of Default shall occur and be continuing with respect to the Notes.);
(3c) Interest Principal on any Note shall be payable only to the Person in whose name that Note (or one or more predecessor Notes thereof) is registered at the close of business on the Regular Record Date for such interest.
(4) The entire outstanding principal of the Notes shall be payable on January 15May 28, 2015, which date 2024;
(d) The Notes shall be the Stated Maturity for the payment of principal issued in global registered form on the Notes.
(5) The rate at which the Notes May 28, 2014; and shall bear interest shall be 4.00% per annum; the date from which interest shall accrue May 28, 2014 at an annual rate of 5.125%, payable semi-annually in arrears on May 28 and November 28 in each year commencing on November 28, 2014 (each, an “Interest Payment Date”). Interest on the Notes shall will be the date hereof; the Interest Payment Dates for the Notes on which interest shall be payable shall be January 15 and July 15 in each year, beginning July 15, 2010; the Regular Record Date for the interest payable calculated on the Notes on any Interest Payment Date shall be the January 1 or July 1 preceding the applicable Interest Payment Date; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting divided into twelve months of twelve 30-30 days each and, in the case of an incomplete month, the actual number of days elapsed in such period. The Regular Record Dates for the Notes will be the 14th day monthsof each May and November, whether or not a Business Day, immediately preceding the relevant Interest Payment Date. The Company’s obligation to pay the principal of and any interest on the Notes shall not be deferrable.
(6e) [Reserved]No premium, upon redemption or otherwise, shall be payable by the Company on the Notes;
(7f) Principal of and any interest on the Notes shall be paid to the Holder through The Bank of New York Mellon, as paying agent of the Company having offices in London, United Kingdom;
(g) The Notes may shall not be redeemed at redeemable except as provided in Article 11 of the Base Indenture, as amended by Section 3.15 of this Fourth Supplemental Indenture. In connection with any time redemption of Notes pursuant to Section 11.08 of the Base Indenture, as amended by Section 3.15 of this Fourth Supplemental Indenture, the date referenced therein shall be May 21, 2014;
(h) The Company shall have no obligation to redeem or purchase the Notes pursuant to any sinking fund or analogous provision;
(i) The Notes shall be issued only in denominations of $100,000 and integral multiples of $1,000 in excess thereof;
(j) The principal amount of, and any accrued interest on, the Notes shall be payable upon the declaration of acceleration thereof pursuant to Section 5.02 of the Base Indenture as amended by Section 3.10 of the First Supplemental Indenture;
(k) Additional Amounts shall only be payable on the Notes pursuant to Section 10.04 of the Base Indenture as amended by Section 3.30 of the First Supplemental Indenture;
(l) The Notes shall not be converted into or exchanged at the option of the Company, in whole Company for stock or in part, at a redemption price (the “Redemption Price”) equal to the greater of (a) 100% other securities of the principal amount of the Company;
(m) The Notes to shall be redeemed, plus accrued interest to the Redemption Date, or denominated in U.S. Dollars;
(bn) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments The payment of principal of and interest interest, if any, on the Notes to be redeemed (not including any portion of payments of interest accrued as of the Redemption Date), discounted to the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate plus 25 basis points, plus accrued and unpaid interest to the Redemption Date. If notice has been given as provided in the Indenture and immediately available funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been delivered to the Paying Agent not later than 11:00 A.M. New York Time on the Redemption Date referred to in such notice, such Notes (or any portion thereof) shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes shall be to receive payable in U.S. Dollars;
(o) The payment of principal of and interest, if any, on the Redemption Price with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) shall be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption shall specify, among other items, which Notes shall be redeemed, payable only in the Redemption Date, the Redemption Price, and the principal amount of coin or currency in which the Notes held by such Holder are denominated which, pursuant to (n) above, shall be redeemed. U.S. Dollars;
(p) The Company shall notify the Trustee at least 30 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of the Notes to be redeemed and their Redemption Date. If less than all the Notes of a series are to be redeemed, the Trustee shall select, in such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part. In the event of redemption of the outstanding principal amount of the Notes of a series in part only, a new Note (or Notes) for the amount of the unredeemed portion thereof shall will be issued in the name form of one or more global securities in registered form, without coupons attached, and the initial Holder with respect to each such global security shall be Cede & Co., as nominee of The Depository Trust Company;
(q) Except in limited circumstances, the Notes will not be issued in definitive form;
(r) There is no Calculation Agent for the Notes;
(s) The Events of Default on the Notes are as set forth in Section 5.01 of the Holder(sBase Indenture and Defaults are set forth in Section 5.03 of the Base Indenture as amended by Section 3.08 of this Fourth Supplemental Indenture;
(t) theretoThe subordination terms of the Notes are as set forth in Article 12 of the Base Indenture as amended by Sections 3.32 to 3.35 (inclusive) of the First Supplemental Indenture; and
(u) The form of the Note shall be evidenced by one or more global notes in registered form (each, upon cancellation thereof. The following definitions shall apply a “Global Note”) substantially in the form of Exhibit A to the Notes:this Fourth Supplemental Indenture.
Appears in 1 contract
Samples: Fourth Supplemental Indenture (Royal Bank of Scotland Group PLC)
Terms of the Notes. The following terms relating relate to the Notes are hereby establishedNotes:
(1) The 2018 Notes shall constitute a separate series of Securities Notes having the title “4.001.850% Senior Notes due 20152018” and the 2023 Notes shall constitute a separate series of Notes having the title “3.150% Senior Notes due 2023”.
(2) The aggregate principal amount of the 2018 Notes (the “Initial 2018 Notes”) and the 2023 Notes (the “Initial 2023 Notes” and, together with the Initial 2018 Notes, the “Initial Notes”) that may be initially authenticated and delivered under the Indenture (except for Securities authenticated shall be $500,000,000 and delivered upon registration of transfer of$800,000,000, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1108 of the Indenture) shall initially be limited to $450,000,000respectively. The Company maymay from time to time, without the consent of the HoldersHolders of Notes, create and issue additional 2018 Notes (the in any such case, “Additional 2018 Notes”) or additional 2023 Notes (in any such case, “Additional 2023 Notes”) having the same ranking equally with and the same interest rate, maturity and other terms as Initial 2018 Notes or the Initial 2023 Notes, as the case may be. Any Additional 2018 Notes and the Initial 2018 Notes and any Additional 2023 Notes and the Initial 2023 Notes, as the case may be, shall each constitute a single series under the Indenture and all references to the 2018 Notes shall include the Initial 2018 Notes and any Additional 2018 Notes and all references to the 2023 Notes shall include the Initial 2023 Notes and any Additional 2023 Notes, unless the context otherwise similar in all respects so that requires. The aggregate principal amount of each of the Additional 2018 Notes and Additional 2023 Notes shall be consolidated and form a single series with the Notes. The Company may not issue Additional Notes if an Event of Default shall occur and be continuing with respect to the Notesunlimited.
(3) Interest on any Note shall be payable only to the Person in whose name that Note (or one or more predecessor Notes thereof) is registered at the close of business on the Regular Record Date for such interest.
(4) The entire outstanding Outstanding principal amount of the 2018 Notes and 2023 Notes shall be payable on January 15, 20152018 and on January 15, which date shall be the Stated Maturity for the payment of principal on the Notes2023, respectively.
(54) The rate at which the Notes shall bear interest shall be 4.001.850% per annum; year for the 2018 Notes and 3.150% per year for the 2023 Notes. The date from which interest shall accrue on the 2018 Notes shall be the date hereof; the most recent Interest Payment Date to which interest has been paid or provided for or, if no interest has been paid, from August 22, 2012. The Interest Payment Dates for the 2018 Notes on which interest shall be payable shall be January 15 and July 15 in of each year, beginning July January 15, 2010; 2013, until the Regular Record Date principal is paid or made available for the interest payment. Interest shall be payable on the Notes on any each Interest Payment Date to the holders of record at the close of business on the December 31 and June 30 prior to each Interest Payment Date (in connection with the 2018 Notes, a “regular record date”). The date from which interest shall accrue on the 2023 Notes shall be the January 1 or July 1 preceding the applicable most recent Interest Payment Date; Date to which interest has been paid or provided for or, if no interest has been paid, from August 22, 2012. The Interest Payment Dates for the 2023 Notes shall be January 15 and July 15 of each year, beginning January 15, 2013, until the principal is paid or made available for payment. Interest shall be payable on each Interest Payment Date to the holders of record at the close of business on the December 31 and June 30 prior to each Interest Payment Date (in connection with the 2023 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.
(65) [Reserved]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 (2018 Notes) and Exhibit B (2023 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.
(76) The Notes may be redeemed at any time at the option of the Company, in whole or in part, at a redemption price (the “Redemption Price”) equal Company prior to the greater of (a) 100% of maturity date, as provided in Section 1.3 hereof, and the principal amount of the 2023 Notes to must be redeemed, plus accrued interest to under certain circumstances, on the Special Mandatory Redemption Date, or (b) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of payments of interest accrued as of the Redemption Date), discounted to the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate plus 25 basis points, plus accrued and unpaid interest to the Redemption Date. If notice has been given as provided in Section 1.3A hereof.
(7) The Notes will not have the Indenture and immediately available funds for the redemption benefit of any Notes sinking fund.
(or any portion thereof) called for redemption shall have been delivered to 8) Except as provided herein, the Paying Agent not later than 11:00 A.M. New York Time on the Redemption Date referred to in such notice, such Notes (or any portion thereof) shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of 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 to receive payment general unsecured and unsubordinated obligations of the Redemption Price with respect to such Company and will be ranked equally among themselves.
(10) The Notes are not convertible into shares of common stock or portion thereof so redeemed. Notice other securities of any optional redemption of any Notes the Company.
(or any portion thereof11) The restrictive covenant set forth in Section 1.4 hereof shall be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption shall specify, among other items, which Notes shall be redeemed, the Redemption Date, the Redemption Price, and the principal amount of the Notes held by such Holder to be redeemed. The Company shall notify the Trustee at least 30 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of the Notes to be redeemed and their Redemption Date. If less than all the Notes of a series are to be redeemed, the Trustee shall select, in such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part. In the event of redemption of the outstanding principal amount of the Notes of a series in part only, a new Note (or Notes) for the amount of the unredeemed portion thereof shall be issued in the name of the Holder(s) thereto, upon cancellation thereof. The following definitions shall apply applicable to the Notes:.
Appears in 1 contract
Samples: Fifth Supplemental Indenture (Thermo Fisher Scientific Inc.)
Terms of the Notes. The following terms relating to Stated Maturity on which the Notes are hereby established:
(1) The Notes shall constitute a series of Securities having the title “4.00% Notes due 2015”.
(2) The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1108 of the Indenture) shall initially be limited to $450,000,000. The Company may, without the consent of the Holders, create and issue additional Notes (the “Additional Notes”) ranking equally with the Notes and otherwise similar in all respects so that the Additional 2015 Notes shall be consolidated due and form a single series with the Notespayable shall be February 15, 2015. The Company may not issue Additional Stated Maturity on which the principal of the 2035 Notes if shall be due and payable shall be February 15, 2035. The principal of the 2015 Notes shall bear interest at the rate of 5.200% per annum from February 10, 2005 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually in arrears on February 15 and August 15 (each, an Event of Default shall occur and be continuing with respect "Interest Payment Date") in each year, commencing August 15, 2005, to the Notes.
(3) Interest on any Note shall be payable only to the Person Persons in whose name that Note names the 2015 Notes (or one or more predecessor Predecessor Securities) are registered at the close of business on the February 1 or August 1 immediately preceding such Interest Payment Dates (each, a "Regular Record Date") regardless of whether such Regular Record Date is a Business Day. Any overdue principal of and premium, if any, on the 2015 Notes thereofand any overdue installment of interest on the 2015 Notes shall, to the extent permitted by law, bear interest at the rate of 5.200% per annum. The principal of the 2035 Notes shall bear interest at the rate of 6.000% per annum from February 10, 2005 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually in arrears on each Interest Payment Date, commencing August 15, 2005, to the Persons in whose names the 2035 Notes (or one or more Predecessor Securities) is are registered at the close of business on the Regular Record Date for regardless of whether such interest.
(4) The entire outstanding Regular Record Date is a Business Day. Any overdue principal of the Notes shall be payable on January 15and premium, 2015if any, which date shall be the Stated Maturity for the payment of principal on the Notes.
(5) The rate at which 2035 Notes and any overdue installment of interest on the 2035 Notes shall shall, to the extent permitted by law, bear interest shall be 4.00at the rate of 6.000% per annum; the date from which interest shall accrue . Interest on the Notes shall be the date hereof; the Interest Payment Dates for the Notes on which interest shall be payable shall be January 15 and July 15 in each year, beginning July 15, 2010; the Regular Record Date for the interest payable calculated on the Notes on any Interest Payment Date shall be the January 1 or July 1 preceding the applicable Interest Payment Date; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(6) [Reserved]
(7) . No additional amounts will be payable on any Notes held by a Person who is a non-United States citizen in respect of any tax, assessment or governmental charge withheld or deducted. The Borough of Manhattan, in The City of New York is hereby designated as a Place of Payment for the Notes; and the place where the principal of and interest on the Notes shall be payable, where Notes may be redeemed surrendered for registration of transfer and exchange, and where notices and, if other than in the manner provided in Section 105 of the Original Indenture, demands to or upon the Company in respect of the Notes may be served, shall be the office or agency maintained by the Company for that purpose in the Borough of Manhattan, in The City of New York, which initially shall be the office of the Trustee located at any time 0 Xxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Administration. The Notes are subject to redemption at the option of the Company, in whole or in part, at a redemption price (the “Redemption Price”) equal to the greater of (a) 100% of the principal amount of the Notes to be redeemed, plus accrued interest to the Redemption Date, or (b) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of payments of interest accrued as of the Redemption Date), discounted to the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate plus 25 basis points, plus accrued and unpaid interest to the Redemption Date. If notice has been given Company as provided in the Indenture form of Notes attached hereto as Exhibit A and immediately available funds for in the redemption of any Notes (or any portion thereof) called for redemption shall have been delivered to the Paying Agent not later than 11:00 A.M. New York Time on the Redemption Date referred to in such notice, such Notes (or any portion thereof) shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Indenture. The Notes shall be to receive payment of not have the Redemption Price with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) shall be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption shall specify, among other items, which Notes shall be redeemed, the Redemption Date, the Redemption Price, and the principal amount of the Notes held by such Holder to be redeemed. The Company shall notify the Trustee at least 30 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of the Notes to be redeemed and their Redemption Date. If less than all the Notes benefit of a series are to be redeemed, the Trustee shall select, in such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part. In the event of redemption of the outstanding principal amount of the Notes of a series in part only, a new Note (or Notes) for the amount of the unredeemed portion thereof shall be issued in the name of the Holder(s) thereto, upon cancellation thereof. The following definitions shall apply to the Notes:sinking fund.
Appears in 1 contract
Terms of the Notes. The following terms relating relate to the Notes are hereby establishedNotes:
(1a) The Notes shall constitute a separate series of Securities under the Base Indenture having the title “4.002.750% Senior Notes due 20152025.”.
(2b) The aggregate principal amount of the Notes (the “Initial Notes”) that may be initially authenticated and delivered under the Indenture shall be £250,000,000.
(except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1108 of the Indenturec) shall initially be limited to $450,000,000. The Company maymay from time to time, without the consent of the HoldersHolders of the Notes, create and issue additional Notes (the in any such case “Additional Notes”) having the same ranking equally with and the Notes same interest rate, maturity and otherwise similar other terms (except for the issue date and, in all respects so that some cases, the public offering price and the first interest payment date) as the Initial Notes. The aggregate principal amount of the Additional Notes shall be consolidated unlimited.
(d) Any Additional Notes and form the Initial Notes shall 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. In the above case, if any such Additional Notes are not fungible with the Notes. The Company may not issue previously issued Notes for U.S. federal income tax purposes, such Additional Notes if an Event of Default shall occur and will be continuing issued with respect to a different ISIN number as the previously issued Notes, as applicable.
(3) Interest on any Note shall be payable only to the Person in whose name that Note (or one or more predecessor Notes thereof) is registered at the close of business on the Regular Record Date for such interest.
(4e) The entire outstanding principal of the Notes shall be payable on January 15, 2015, which date shall be the Stated Maturity for the payment of principal on the Notes.
(5) 2025. The rate at which the Notes shall bear interest shall be 4.002.750% per annum; the year. The date from which interest shall accrue on the Notes shall be March 15, 2018, or the date hereof; the most recent Interest Payment Date to which interest has been paid or provided for. The Interest Payment Dates for the Notes on which interest shall be payable shall be January 15 and July 15 in of each year, beginning July January 15, 2010; the Regular Record Date for the interest 2019.
(f) Interest shall be payable on the Notes on any each Interest Payment Date shall be to the Holders of record of the Notes at the close of business on the January 1 or July 1 immediately preceding the applicable each Interest Payment Date; and the Date (each, a “regular record date”). The basis upon which interest shall be calculated shall be that of a 360-day year consisting the actual number of twelve 30-day monthsdays in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the Notes (or March 15, 2018, if no interest has been paid on the Notes), to, but excluding. the next scheduled Interest Payment Date. This payment convention is referred to as “ACTUAL/ACTUAL (ICMA),” as defined in the rulebook of the International Capital Market Association.
(6g) [Reserved]The Depositary for the Global Notes shall be the common depositary on behalf of Euroclear and Clearstream.
(7i) The Company initially appoints Elavon Financial Services DAC, UK Branch as paying agent (the “Paying Agent”) with respect to the Notes pursuant to Section 3.04 of the Base Indenture until such time as the Paying Agent has resigned or a successor has been appointed. The Paying Agent hereby accepts such initial appointment, and the Company confirms that such initial appointment is acceptable to it. The Paying Agent shall have all of the rights, privileges, protections and immunities granted to the Trustee in the Indenture. Payment of the principal amount of the Notes, and any premium, interest or Additional Amounts on the Notes, will be payable at the office of the Paying Agent at Fifth Floor, 000 Xxx Xxxxx Xxxxxx, Xxxxxx, XX0X 0XX, Xxxxxx Xxxxxxx, until such time as the Company designates an alternate place of payment.
(ii) The Paying Agent hereby agrees with the Trustee, subject to the provisions of Section 3.04 of the Base Indenture:
(A) that it will hold all sums received by it as such Paying Agent for the payment of the principal of or interest on, or Additional Amounts related to, the Notes (whether such sums have been paid to it by the Company or any other obligor on the Notes) in trust for the benefit of the Holders of the Notes or of the Trustee;
(B) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Notes) to make any payment of the principal of or interest on, or Additional Amounts related to, the Notes when the same shall be due and payable;
(C) that it will pay any such sums so held in trust by it to the Trustee upon the Trustee’s written request at any time during the continuance of the failure referred to in Section 1.01(h)(ii)(B) above; and
(D) that it will perform all other duties of the Paying Agent as set forth in the Indenture.
(i) The Notes that are issued in a registered offering pursuant to the Securities Act shall be substantially in the form attached hereto as Exhibit A, the terms of which are herein incorporated by reference. Such Global Notes shall be referred to collectively herein as the “Global Notes,” and 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.
(j) Each Global Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the applicable legends set forth in Exhibit A (the “Note Legends”) on the face thereof until the Note Legends are removed or not required.
(k) The Notes shall be denominated in Pound Sterling and shall be issuable in minimum denominations of £100,000 or any integral multiple of £1,000 in excess thereof. If Pound Sterling is unavailable to the Company due to the imposition of exchange controls or other circumstances beyond its control or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the Notes will be made in Dollars until Pound Sterling is again available to the Company or so used. In such circumstances, the amount payable on any date in Pound Sterling will be converted into Dollars at the rate mandated by the Board of Governors of the Federal Reserve System as of the close of business on the second Business Day prior to the relevant payment date or, if the Board of Governors of the Federal Reserve System has not announced a rate of conversion, on the basis of the most recent Dollar/Pound Sterling exchange rate published in The Wall Street Journal on or prior to the second Business Day prior to the relevant payment date or, in the event The Wall Street Journal has not published such exchange rate, the rate will be determined in the Company’s sole discretion on the basis of the most recently available market exchange rate for the Pound Sterling. For the avoidance of doubt, any such payment in respect of the Notes so made in Dollars will not constitute an Event of Default. Neither the Trustee nor the Paying Agent shall have any responsibility for any calculation or conversion in connection with the foregoing.
(l) The Notes may be redeemed at any time at by the option of the Company, in whole or in part, at a redemption price (the “Redemption Price”) equal Company prior to the greater of (a) 100% of the principal amount of the Notes to be redeemedmaturity date, plus accrued interest to the Redemption Date, or (b) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of payments of interest accrued as of the Redemption Date), discounted to the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate plus 25 basis points, plus accrued and unpaid interest to the Redemption Date. If notice has been given as provided in Section 1.05.
(m) The Notes will not have the Indenture and immediately available funds for the redemption benefit of any Notes sinking fund.
(or any portion thereofn) called for redemption shall have been delivered to the Paying Agent not later than 11:00 A.M. New York Time on the Redemption Date referred to in such noticeExcept as provided herein, such Notes (or any portion thereof) shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes shall have no special rights in addition to those provided in the Base Indenture upon the occurrence of any particular events.
(o) The Notes will be to receive payment direct, unconditional, senior unsecured and unsubordinated obligations of the Redemption Price with respect Company, and will rank equal in right of payment to such 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.
(p) The Notes are not convertible into shares of common stock or portion thereof so redeemed. Notice other securities of any optional redemption of any Notes the Company.
(or any portion thereofq) The restrictive covenants set forth in Section 1.06 shall be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption shall specify, among other items, which Notes shall be redeemed, the Redemption Date, the Redemption Price, and the principal amount of the Notes held by such Holder to be redeemed. The Company shall notify the Trustee at least 30 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of the Notes to be redeemed and their Redemption Date. If less than all the Notes of a series are to be redeemed, the Trustee shall select, in such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part. In the event of redemption of the outstanding principal amount of the Notes of a series in part only, a new Note (or Notes) for the amount of the unredeemed portion thereof shall be issued in the name of the Holder(s) thereto, upon cancellation thereof. The following definitions shall apply applicable to the Notes:.
Appears in 1 contract
Terms of the Notes. The following terms relating to the Notes are hereby established:
(1) The Notes shall constitute a series of Securities having the title “4.006.75% Notes due 20152039”.
(2) The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1108 of the Indenture) shall initially be limited to $450,000,000250,000,000. The Company may, without the consent of the Holders, create and issue additional Notes (the “Additional Notes”) ranking equally with the Notes and otherwise similar in all respects so that the Additional Notes shall be consolidated and form a single series with the Notes. The Company may not issue Additional Notes if an Event of Default shall occur and be continuing with respect to the Notes.
(3) Interest on any Note shall be payable only to the Person in whose name that Note (or one or more predecessor Notes thereof) is registered at the close of business on the Regular Record Date for such interest.
(4) The entire outstanding principal of the Notes shall be payable on January October 15, 20152039, which date shall be the Stated Maturity for the payment of principal on the Notes.
(5) The rate at which the Notes shall bear interest shall be 4.006.75% per annum; the date from which interest shall accrue on the Notes shall be the date hereof; the Interest Payment Dates for the Notes on which interest shall be payable shall be January April 15 and July October 15 in each year, beginning July April 15, 2010; the Regular Record Date for the interest payable on the Notes on any Interest Payment Date shall be the January April 1 or July October 1 preceding the applicable Interest Payment Date; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(6) [Reserved]
(7) The Notes may be redeemed at any time at the option of the Company, in whole or in part, at a redemption price (the “Redemption Price”) equal to the greater of (a) 100% of the principal amount of the Notes to be redeemed, plus accrued interest to the Redemption Date, or (b) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of payments of interest accrued as of the Redemption Date), discounted to the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate plus 25 40 basis points, plus accrued and unpaid interest to the Redemption Date. If notice has been given as provided in the Indenture and immediately available funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been delivered to the Paying Agent not later than 11:00 A.M. New York Time on the Redemption Date referred to in such notice, such Notes (or any portion thereof) shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes shall be to receive payment of the Redemption Price with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) shall be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption shall specify, among other items, which Notes shall be redeemed, the Redemption Date, the Redemption Price, and the principal amount of the Notes held by such Holder to be redeemed. The Company shall notify the Trustee at least 30 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of the Notes to be redeemed and their Redemption Date. If less than all the Notes of a series are to be redeemed, the Trustee shall select, in such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part. In the event of redemption of the outstanding principal amount of the Notes of a series in part only, a new Note (or Notes) for the amount of the unredeemed portion thereof shall be issued in the name of the Holder(s) thereto, upon cancellation thereof. The following definitions shall apply to the Notes:
Appears in 1 contract
Samples: Third Supplemental Indenture (Allegheny Energy, Inc)
Terms of the Notes. Section 1.01 The following terms relating to the Notes are hereby established:
(1a) The Notes shall constitute a series of Debt Securities having the title “4.00[●]% Notes due 2015”2026.” The Notes shall bear a CUSIP number of 425885 209 and an ISIN number of US4258852098.
(2b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Debt Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debt Securities of the that series pursuant to Article 3, the second paragraph of Section 3044.03, 305, 306, 906 or 1108 Section 11.04 of the Indenture) shall initially be limited $[35,000,000] (or up to $450,000,000[40,250,000] aggregate principal amount if the underwriters’ over-allotment option is exercised in full). The Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or a Future Supplemental Indenture, the Company maymay from time to time, without the consent of the HoldersHolders of Notes, create and issue additional Notes (the in any such case “Additional Notes”) having the same ranking equally with and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and otherwise similar in the existing Notes will constitute a single series under the Indenture and all respects so that references to the relevant Notes herein shall include the Additional Notes shall be consolidated and form a single series with unless the Notes. The Company may not issue Additional Notes if an Event of Default shall occur and be continuing with respect to the Notescontext otherwise requires.
(3c) Interest on any Note The Stated Maturity of the Notes shall be December 31, 2026. The entire outstanding principal of the Notes shall be payable only on the Stated Maturity, unless earlier redeemed or repurchased in accordance with the provisions of the Indenture.
(d) The rate at which the Notes shall bear interest shall be [●]% per annum. The date from which interest shall accrue on the Notes shall be [October [●]] 2021 or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be March 31, June 30, September 30 and December 31 of each year, commencing December 31, 2021. If an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on 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 [October [●]], 2021, to, but excluding, the 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 that the Note (or one or more predecessor Notes thereofPredecessor Debt Securities) is registered at the close of business on the Regular Record Date for such interest.
, which shall be March 15, June 15, September 15 and December 15 (4) The entire outstanding whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of the principal of the Notes shall be payable on January 15(and premium, 2015if any, which date shall be the Stated Maturity for the payment of principal on the Notes.
(5on) The rate at which the Notes shall bear and any such interest shall be 4.00% per annum; the date from which interest shall accrue on the Notes shall will be made at the office of the Trustee located at 60 Xxxxxxxxxx Xxxxxx, St. Pxxx, MN, 55107, and at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that, at the request of the registered Holder the Company will pay the principal of (and premium, if any, on) and interest, if any, on the Notes by wire transfer of immediately available funds to an account at a bank in the United States, on the date hereof; when such amount is due and payable provided, further, however, that so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by The Depository Trust Company and the Trustee. To request payment by wire transfer, the registered Holder must give the paying agent and the Trustee appropriate wire transfer instructions at least 15 Business Days before the requested payment is due. In the case of any interest payment due on an Interest Payment Dates for Date, the Notes instructions must be given by the person who is the registered Holder on which interest shall be payable shall be January 15 and July 15 in each year, beginning July 15, 2010; the Regular Record Date for the interest payable Date. Any wire instructions, once properly given, will remain in effect unless and until new instructions are given in accordance with this Section. Interest on the Notes will be computed on any Interest Payment Date shall be the January 1 or July 1 preceding the applicable Interest Payment Date; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(6) [Reserved]
(7e) The Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this First 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 principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be redeemed 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 Debt Security Registrar, in accordance with Sections 2.04 and 3.06 of the Base Indenture.
(f) The depositary for such Global Notes (the “Depository”) shall be The Depository Trust Company, New York, New York. The Debt Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 13.02 or Section 13.06 of the Indenture. Covenant defeasance contained in Section 13.06 of the Indenture shall apply to the covenants contained in Sections 5.07 and 5.08 of the Indenture.
(h) The Notes shall be redeemable pursuant to Article 4 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, in whole on or in partafter December 31, 2023, at a redemption price (the “Redemption Price”) equal to the greater of (a) 100% of the outstanding principal amount of the Notes to be redeemed, plus accrued and unpaid interest payments otherwise payable thereon for the then-current quarterly interest period accrued to, but excluding, the Redemption Date.
(ii) Notice of redemption shall be given in writing and electronically delivered through The Depository Trust Company or mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, or at the Holder’s address appearing in the Debt Security Register. All notices of redemption shall contain the information set forth in Section 4.02 of the Base Indenture.
(biii) as determined by If the Quotation AgentCompany elects to redeem only a portion of the Notes, the sum Trustee or, with respect to the Global Notes, the Depository will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 4.02 of the present values Base Indenture and the rules of any national securities exchange or quotation system on which the Notes are listed, to the extent applicable.
(iv) Unless the Company defaults in payment of the remaining scheduled payments of principal Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption.
(i) The Notes shall not be subject to be redeemed (not including any portion of payments of interest accrued as sinking fund pursuant to Section 4.05 of the Redemption Date), discounted to the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate plus 25 basis points, plus accrued Base Indenture.
(j) The Notes shall be issuable in denominations of $25.00 and unpaid interest to the Redemption Date. If notice has been given as provided integral multiples of $25.00 in the Indenture and immediately available funds for the redemption of any Notes excess thereof.
(or any portion thereofk) called for redemption shall have been delivered to the Paying Agent not later than 11:00 A.M. New York Time on the Redemption Date referred to in such notice, such Notes (or any portion thereof) shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes shall be will not have the option to receive payment of have the Redemption Price with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) shall be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days repaid prior to the date fixed for redemptionStated Maturity. The notice of redemption Nothing in this Section shall specifyprohibit purchases by the Company in the open market, among other items, which Notes shall be redeemed, the Redemption Date, the Redemption Price, and the principal amount of the Notes held by such Holder to be redeemed. The Company shall notify the Trustee at least 30 days private transactions or otherwise prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of the Notes to be redeemed and their Redemption Date. If less than all the Notes of a series are to be redeemed, the Trustee shall select, in such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part. In the event of redemption of the outstanding principal amount of the Notes of a series in part only, a new Note (or Notes) for the amount of the unredeemed portion thereof shall be issued in the name of the Holder(s) thereto, upon cancellation thereof. The following definitions shall apply to the Notes:Stated Maturity.
Appears in 1 contract
Samples: First Supplemental Indenture (Hennessy Advisors Inc)
Terms of the Notes. The following terms relating relate to the Notes are hereby establishedNotes:
(1) The Notes shall constitute a separate series of Securities Notes having the title “4.001.450% Senior Notes due 20152027”.
(2) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1108 of the Indenture“Initial Notes”) shall initially be limited to $450,000,000€500,000,000. The Company maymay from time to time, without the consent of the Holders, create and issue additional Notes (in any such case, the “Additional Notes”) ranking equally with having the same terms (except for the issue date, offering price and, if applicable, the first interest payment date) as the Initial Notes. Any Additional Notes and the Initial Notes shall together constitute a single series under the Indenture and all references to the Notes shall include both the Initial Notes and any Additional Notes, unless the context otherwise similar in all respects so that requires. The aggregate principal amount of the Additional Notes shall be consolidated and form a single series with the Notesunlimited. The Company may not issue Additional Notes if an Event of Default shall occur and be continuing with respect to the Notes.
(3) Interest on any Note shall be payable only to the Person in whose name that Note (or one or more predecessor Notes thereof) is registered at the close of business on the Regular Record Date for such interest.
(4) The entire outstanding Outstanding principal amount of the Notes shall be payable on January 15March 16, 2015, which date 2027. The principal of each Note payable at maturity or upon earlier redemption shall be paid against presentation and surrender of such Note at the Stated Maturity office or agency maintained for such purposes in London, initially, the payment Specified Office of principal on the NotesPaying Agent.
(53) The rate at which the Notes shall bear interest shall be 4.001.450% per annum; the . The date from which interest shall accrue on the Notes shall be the date hereof; the most recent Interest Payment Date to which interest has been paid or provided for or, if no interest has been paid, from March 16, 2017. The Interest Payment Dates for the Notes on which interest shall be payable shall be January 15 and July 15 in March 16 of each year, beginning July 15March 16, 2010; 2018 until the Regular Record Date principal is paid or made available for the interest payment. Interest shall be payable in arrears on the Notes on any each Interest Payment Date shall be to the January holders of record at the close of business on the March 1 or July 1 preceding the applicable prior to each Interest Payment Date; and , whether or not a Business Day, as the case may be (each such date being a “regular record date”). Interest on the notes shall be computed on the basis upon which interest shall be calculated shall be that of a 360-an ACTUAL/ACTUAL (ICMA) (as defined in the rulebook of ICMA) day year consisting of twelve 30-day monthscount convention.
(64) [Reserved]The Notes shall be issuable in whole in the form of one or more registered Global Securities, without coupons, which shall be deposited with, or on behalf of, the 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 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 €100,000 or any integral multiple of €1,000 in excess thereof.
(75) The Notes may be redeemed at any time at the option of the Company, in whole or in part, at a redemption price (the “Redemption Price”) equal Company prior to the greater maturity date, as provided in Section 1.3 hereof.
(6) The Notes shall not have the benefit of any sinking fund.
(a7) 100% Except as provided herein, the Holders shall have no special rights in addition to those provided in the Base Indenture upon the occurrence of any particular events.
(8) The Notes shall be general unsecured and unsubordinated obligations of the principal amount Company and shall be ranked equally among themselves.
(9) The Notes are not convertible into shares of common stock or other securities of the Notes to Company.
(10) The covenants set forth in Section 1.4 hereof shall be redeemed, plus accrued interest applicable to the Redemption Date, or Notes.
(b11) as determined by the Quotation Agent, the sum The transfer and exchange provisions set forth in Section 2.05 of the present values of Base Indenture shall be applicable to the remaining scheduled Notes.
(12) All payments of principal of, and interest on (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 7, 2017, euro is unavailable to be redeemed (not including any portion the Company due to the imposition of payments of interest accrued as 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 Redemption Date), discounted to European Monetary Union that have adopted the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate plus 25 basis points, plus accrued and unpaid interest to the Redemption Date. If notice has been given euro as provided in the Indenture and immediately available funds their currency or for the redemption settlement of any Notes (transactions by public institutions of or any portion thereof) called for redemption shall have been delivered to within the Paying Agent not later than 11:00 A.M. New York Time on the Redemption Date referred to international banking community, then all payments in such notice, such Notes (or any portion thereof) shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders respect of the Notes shall be made in U.S. dollars until the euro is again available to receive payment 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 Redemption Price with 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 to such of the Notes so made in U.S. dollars shall not constitute an Event of Default under the Notes or portion thereof so redeemedthe Indenture. Notice 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 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 optional redemption 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 Notes (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 portion thereof) shall be given law implementing an intergovernmental approach thereto or by virtue of the relevant Holder failing to Holders at their addresses, as shown satisfy any certification or other requirements in the security register for respect of the Notes, not more than 60 nor less than 30 days prior 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 date fixed for redemption. The notice of redemption shall specify, among other items, which Notes shall be redeemed, the Redemption Date, the Redemption Price, and the principal amount of the Notes held by such Holder to be redeemed. The Company shall notify the Trustee at least 30 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of the Notes to be redeemed and their Redemption Date. If less than all the Notes of a series are to be redeemed, the Trustee shall select, in such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part. In the event of redemption of the outstanding principal amount of the Notes of a series in part only, a new Note (or Notes) 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 the unredeemed portion thereof shall be issued in the name of the Holder(s) thereto, upon cancellation thereof. The following definitions shall apply to the Notes:such withholding tax.
Appears in 1 contract
Samples: Fifteenth Supplemental Indenture (Thermo Fisher Scientific Inc.)
Terms of the Notes. The following terms relating relate to the Notes are hereby establishedNotes:
(1) The Notes shall constitute a separate series of Securities Notes having the title “4.002.600% Senior Notes due 20152029”.
(2) The aggregate principal amount of the Notes (the “Initial Notes”) that may be initially authenticated and delivered under the Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1108 of the Indenture) shall initially be limited to $450,000,000900,000,000. The Company maymay from time to time, without the consent of the Holders, create and issue additional Notes (the in any such case, “Additional Notes”) ranking equally having the same terms (except for the issue date, offering price and, if applicable, the first interest payment date) as the Initial Notes. Any Additional Notes and the Initial Notes shall constitute a single series under the Indenture; provided that if any Additional Notes are not fungible with the Initial Notes and otherwise similar in all respects so that the for U.S. federal income tax purposes, such Additional Notes shall be consolidated and form a single series with not have the same CUSIP or ISIN numbers as the Initial Notes. The Company may not issue Additional Notes if an Event of Default shall occur and be continuing with respect All references to the Notes shall include both the Initial Notes and any Additional Notes, unless the context otherwise requires. The aggregate principal amount of the Notes shall be unlimited.
(3) Interest on any Note shall be payable only to the Person in whose name that Note (or one or more predecessor Notes thereof) is registered at the close of business on the Regular Record Date for such interest.
(4) The entire outstanding Outstanding principal amount of the Notes shall be payable on January 15October 1, 2015, which date shall be the Stated Maturity for the payment of principal on the Notes2029.
(54) The rate at which the Notes shall bear interest shall be 4.002.600% per annum; the . The date from which interest shall accrue on the Notes shall be the date hereof; the most recent Interest Payment Date to which interest has been paid or provided for or, if no interest has been paid, from October 8, 2019. The Interest Payment Dates for the Notes on which interest shall be payable shall be January 15 April 1 and July 15 in October 1 of each year, beginning July 15on April 1, 2010; 2020, until the Regular Record Date principal is paid or made available for the interest payment. Interest shall be payable in arrears on the Notes on any each Interest Payment Date shall be to the January 1 or July 1 preceding holders of record at the applicable close of business on the March 17 and September 16 prior to each such Interest Payment Date; and the Date (each, 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.
(65) [Reserved]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.
(76) The Notes may be redeemed at any time at the option of the Company, in whole or in part, at a redemption price (the “Redemption Price”) equal Company prior to the greater of (a) 100% of the principal amount of the Notes to be redeemedmaturity date, plus accrued interest to the Redemption Date, or (b) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of payments of interest accrued as of the Redemption Date), discounted to the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate plus 25 basis points, plus accrued and unpaid interest to the Redemption Date. If notice has been given as provided in Section 1.3 hereof.
(7) The Notes shall not have the Indenture and immediately available funds for the redemption benefit of any Notes sinking fund.
(or any portion thereof) called for redemption 8) Except as provided herein, the Holders shall have been delivered no special rights in addition to those provided in the Paying Agent not later than 11:00 A.M. New York Time on Base Indenture upon the Redemption Date referred to in such notice, such Notes occurrence of any particular events.
(or any portion thereof9) shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the The Notes shall be to receive payment general unsecured and unsubordinated obligations of the Redemption Price with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) Company and shall be given to Holders at their addresses, as shown ranked equally among themselves.
(10) The Notes are not convertible into shares of common stock or other securities of the Company.
(11) The covenants set forth in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption shall specify, among other items, which Notes Section 1.4 hereof shall be redeemed, the Redemption Date, the Redemption Price, and the principal amount of the Notes held by such Holder to be redeemed. The Company shall notify the Trustee at least 30 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of the Notes to be redeemed and their Redemption Date. If less than all the Notes of a series are to be redeemed, the Trustee shall select, in such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part. In the event of redemption of the outstanding principal amount of the Notes of a series in part only, a new Note (or Notes) for the amount of the unredeemed portion thereof shall be issued in the name of the Holder(s) thereto, upon cancellation thereof. The following definitions shall apply 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: Nineteenth Supplemental Indenture (Thermo Fisher Scientific Inc.)
Terms of the Notes. The following terms relating relate to the Notes are hereby establishedNotes:
(1) The Notes shall constitute a series of Securities having the title “4.004.800% Senior Notes due 20152029”.
(2) The aggregate principal amount of the Notes (the “Initial Notes”) that may be initially authenticated and delivered under the Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1108 of the Indenture) shall initially be limited to $450,000,000700,000,000. The Company maymay from time to time, without the consent of the Holdersholders of Notes, create and issue additional Notes (the in any such case, “Additional Notes”) having the same ranking equally with and the same interest rate, maturity and other terms as the Initial Notes. Any Additional Notes and the Initial Notes shall 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 similar requires; provided that unless such Additional Notes are issued pursuant to a “qualified reopening” of the Initial Notes, are otherwise treated as part of the same “issue” of debt instruments as the Initial Notes or are issued with no more than a de minimis amount of original discount, in all respects so that each case, for U.S. federal income tax purposes, the Additional Notes shall have a separate CUSIP number or no CUSIP number. The aggregate principal amount of each of the Additional Notes shall be consolidated and form a single series with the Notes. The Company may not issue Additional Notes if an Event of Default shall occur and be continuing with respect to the Notesunlimited.
(3) Interest on any Note shall be payable only to the Person in whose name that Note (or one or more predecessor Notes thereof) is registered at the close of business on the Regular Record Date for such interest.
(4) The entire outstanding Outstanding principal of the Notes shall be payable on January June 15, 2015, which date shall be the Stated Maturity for the payment of principal on the Notes2029.
(54) The rate at which the Notes shall bear interest shall be 4.004.800% per annum; the year. The date from which interest shall accrue on the Notes shall be the date hereof; the most recent Interest Payment Date to which interest has been paid or provided for or, if no interest has been paid, from June 11, 2024. The Interest Payment Dates for the Notes on which interest shall be payable shall be January June 15 and July December 15 in of each year, beginning July December 15, 2010; the Regular Record Date for the interest 2024. Interest shall be payable on the Notes on any each Interest Payment Date shall be to the January holders of record at the close of business on the June 1 or July and December 1 preceding the applicable prior to each Interest Payment Date; and the Date (a “regular record date”). The basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(65) [Reserved]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.
(76) The Notes may be redeemed at any time at the option of the Company, in whole or in part, at a redemption price (the “Redemption Price”) equal Company prior to the greater of (a) 100% of the principal amount of the Notes to be redeemedmaturity date, plus accrued interest to the Redemption Date, or (b) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of payments of interest accrued as of the Redemption Date), discounted to the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate plus 25 basis points, plus accrued and unpaid interest to the Redemption Date. If notice has been given as provided in Section 1.3 hereof.
(7) The Notes will not have the Indenture and immediately available funds for the redemption benefit of any Notes sinking fund.
(or any portion thereof) called for redemption shall have been delivered to 8) Except as provided herein, the Paying Agent not later than 11:00 A.M. New York Time on the Redemption Date referred to in such notice, such Notes (or any portion thereof) shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of 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 to receive payment general unsecured and unsubordinated obligations of the Redemption Price with respect to such Company and will be ranked equally among themselves.
(10) The Notes are not convertible into shares of common stock or portion thereof so redeemed. Notice other securities of any optional redemption of any Notes the Company.
(or any portion thereof11) The restrictive covenant set forth in Section 1.4 hereof shall be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption shall specify, among other items, which Notes shall be redeemed, the Redemption Date, the Redemption Price, and the principal amount of the Notes held by such Holder to be redeemed. The Company shall notify the Trustee at least 30 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of the Notes to be redeemed and their Redemption Date. If less than all the Notes of a series are to be redeemed, the Trustee shall select, in such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part. In the event of redemption of the outstanding principal amount of the Notes of a series in part only, a new Note (or Notes) for the amount of the unredeemed portion thereof shall be issued in the name of the Holder(s) thereto, upon cancellation thereof. The following definitions shall apply applicable to the Notes:.
Appears in 1 contract
Terms of the Notes. The following terms relating to the Notes are hereby established:
(1i) The Notes shall constitute a one series of Securities securities having the title “4.00% Exercisable Put Option Notes due 2015”August 15, 2011.
(2ii) The Notes shall be limited in the aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture $150,000,000.
(except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1108 of the Indentureiii) shall initially be limited to $450,000,000. The Company may, without the consent of the Holders, create and issue additional Notes (the “Additional Notes”) ranking equally with the Notes and otherwise similar in all respects so that the Additional Notes shall be consolidated and form a single series with issued at 100% of the Notes. The Company may not issue Additional Notes if an Event of Default shall occur and be continuing with respect to the Notesprincipal amount thereof.
(3iv) Interest The Notes will mature on any Note shall be payable only August 15, 2011, subject to the Person in whose name that Note Call Option (or one or more predecessor Notes thereofas defined below) is registered at and the close of business on the Regular Record Date for such interestPut Option (as defined below).
(4) The entire outstanding principal of the Notes shall be payable on January 15, 2015, which date shall be the Stated Maturity for the payment of principal on the Notes.
(5v) The rate at which the Notes shall bear interest shall be 4.00(A) at 7.114% per annum; annum from August 12, 1997, to but not including August 15, 2004, and (B) at the date Interest Rate to Maturity (as defined below) from which interest shall accrue on the Notes shall be the date hereof; the August 15, 2004 until August 15, 2011. The Interest Payment Dates for the Notes on which interest shall will be payable shall be January February 15 and July August 15 in each year, beginning July February 15, 20101998; the Regular Record Date Dates for the interest payable on the Notes on any Interest Payment Date shall be the January 1 or July 1 Business Day immediately preceding each Interest Payment Date (if the Notes are evidenced by a global note in book-entry form and otherwise shall be the last Business Day of the calendar month immediately preceding the applicable month in which the related Interest Payment Date; Date occurs) and the basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(6) [Reserved]
(7vi) The Notes will be issuable in denominations of $100,000 and multiples of $1,000 in excess thereof.
(vii) The place where the principal of, premium, if any, and interest on the Notes shall be payable and the Notes may be redeemed at any time at surrendered for registration of transfer or exchange and where notices or demands to or upon the option Company in respect of the Notes and the Indenture may be served shall be State Street Bank and Trust Company, 000 Xxxxxxxxxxx Xxxxxx, XXX0000, Xxxxxxxxxx, Xxxxx Xxxxxx 00000-0000.
(viii) The entire outstanding principal amount of the Notes (and premium, if any) shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.02 of the Indenture.
(ix) Payment of the principal of (and premium, if any) and interest on the Notes shall be payable in Dollars, and the Notes shall be denominated in Dollars.
(x) In exchange for certain consideration to be paid by Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the "Callholder") to the initial holder of the Notes (the "Noteholder"), the Noteholder will enter into a Call Option with the Callholder, pursuant to which the Callholder will have the right to purchase the Notes from the Noteholder (the "Call Option") on August 15, 2004 (the "Call Settlement Date") at 100% of the principal amount thereof (the "Call Price"). On the Call Settlement Date, the Company may repurchase the Notes, in whole or but not in part, from the Callholder at a redemption price (the “Redemption Price”) equal to the greater of (aA) 100% of the principal principle amount of the Notes to be redeemed, plus accrued interest to the Redemption Date, or and (bB) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on Remaining Scheduled Payments (as defined below) thereon, as determined by the Notes to be redeemed (not including any portion of payments of interest accrued as of the Redemption Date)Callholder, discounted to the Redemption Call Settlement Date on a semisemiannual basis (assuming a 360-annual basis day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 basis pointsRate, plus in either case accrued and unpaid interest from August 15, 2004 on the principal amount being purchased to the Redemption date of purchase. If the Company elects to repurchase the Notes, it shall pay the purchase price therefor in same-day funds by wire transfer to an account designated by the Callholder on the Call Settlement Date. If notice has been given as provided in The Callholder will notify the Indenture Company and immediately available funds for the redemption trustee of any Notes the Trust (or any portion thereof) called for redemption shall have been delivered to the Paying Agent "Trust Trustee"), not later than 11:00 A.M. New York Time five Business Days prior to the Call Settlement Date, of its intention to purchase the Notes subject to the exceptions described herein. The Company thereafter will notify the Trust Trustee and the Callholder, not later than the Business Day immediately preceding the Determination Date (as defined below), that the Company has irrevocably determined to exercise its right to repurchase the Notes from the Callholder. From and after August 15, 2004, the Notes will bear interest at the Interest Rate to Maturity. The obligation of the Callholder to purchase the Notes on the Redemption Call Settlement Date referred is subject to in such noticethe condition that no Event of Default, such Notes (or any portion thereof) shall cease event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, with respect to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes shall have occurred and be to receive payment of the Redemption Price with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) shall be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption shall specify, among other items, which Notes shall be redeemed, the Redemption Date, the Redemption Price, and the principal amount of the Notes held by such Holder to be redeemed. The Company shall notify the Trustee at least 30 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of the Notes to be redeemed and their Redemption Date. If less than all the Notes of a series are to be redeemed, the Trustee shall select, in such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part. In the event of redemption of the outstanding principal amount of the Notes of a series in part only, a new Note (or Notes) for the amount of the unredeemed portion thereof shall be issued in the name of the Holder(s) thereto, upon cancellation thereof. The following definitions shall apply to the Notes:continuing.
Appears in 1 contract
Terms of the Notes. The following terms relating to the Notes are hereby established:
(1a) The Notes shall constitute a series of Securities having the title “4.00% Senior Notes due 20152029.”.
(2b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Securities Notes authenticated and delivered upon registration of transfer of, transfer of or in exchange for, or in lieu of, other Securities of the series Notes pursuant to Section Sections 304, 305, 306, 906 or 1108 1107 of the Indenture) shall initially be limited to $450,000,000500,000,000. The Company maymay from time to time, without the consent of the HoldersHolders of the Notes, create and issue additional Notes (the “Additional Notes”) having the same ranking equally with and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the Notes and otherwise similar in all respects so that shall include the Additional Notes shall be consolidated and form a single series with unless the Notes. The Company may not issue Additional Notes if an Event of Default shall occur and be continuing with respect to the Notescontext otherwise requires.
(3c) Interest on any Note The entire outstanding principal of the Notes shall be payable only on June 30, 2029 (the “Maturity”).
(d) The rate at which the Notes shall bear interest shall be 4.200% per annum, and the date from which interest shall accrue on the Notes shall be June 30, 2019, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be June 30 and December 30 of each year, beginning June 30, 2019; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid, in immediately available funds, to the Person Persons in whose name that Note names the Notes (or one or more predecessor Notes thereofPredecessor Securities) is registered at the close of business on the Regular Record Date for such interest.
(4) The entire outstanding principal of the Notes , which shall be payable on January June 15 or December 15, 2015as the case may be, which date shall be the Stated Maturity for the payment of principal on the Notes.
(5) The rate at which the Notes shall bear interest shall be 4.00% per annum; the date from which interest shall accrue next preceding such Interest Payment Date. Interest on the Notes shall will be the date hereof; the Interest Payment Dates for the Notes on which interest shall be payable shall be January 15 and July 15 in each year, beginning July 15, 2010; the Regular Record Date for the interest payable computed on the Notes on any Interest Payment Date shall be the January 1 or July 1 preceding the applicable Interest Payment Date; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. Any such interest not punctually paid or duly provided for shall forthwith cease to be payable to the Holders on such Regular Record Date, and such Defaulted Interest, may be paid to the Persons in whose names the Notes (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not less than ten days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of principal and interest on the Notes will be made at the Corporate Trust Office of the Trustee or such other office or agency of the Company as may be designated for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that each installment of interest and principal on the Notes may at the Company’s option be paid in immediately available funds by transfer to an account maintained by the payee located in the United States.
(6) [Reserved]
(7e) The Notes shall be issuable in whole in the registered form of one or more Global Notes (without coupons), and the Depository for such Global Notes shall be The Depository Trust Company, New York, New York.
(f) The words “prior to the Par Call Date” shall be inserted in the first sentence of Section 1108, immediately following the phrase “At any time and from time to time” and immediately preceding the phrase “, the Securities of any series.”
(g) The following sentence shall be inserted immediately following clause (b) of the first sentence of Section 1108: “On or after the Par Call Date, the Notes may be redeemed redeemed, as a whole at any time or in part from time to time, at the option of the Company, in whole or in parton at least 30 days, but not more than 60 days, prior notice mailed to the registered address of each holder of the Notes, at a redemption price (the “Redemption Price”) equal to the greater of (a) 100% of the principal amount of the Notes to be being redeemed, plus accrued interest .”
(h) The Redemption Amount of Basis Points applicable to the Redemption Date, or (b) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes used to be redeemed (not including any portion of payments of interest accrued as of calculate the Redemption Date), discounted Price pursuant to the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate plus Section 1108 of this Indenture shall be 25 basis points, plus accrued and unpaid interest to the Redemption Date. If notice has been given as provided in the Indenture and immediately available funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been delivered to the Paying Agent not later than 11:00 A.M. New York Time on the Redemption Date referred to in such notice, such Notes (or any portion thereof) shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes shall be to receive payment of the Redemption Price with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) shall be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption shall specify, among other items, which Notes shall be redeemed, the Redemption Date, the Redemption Price, and the principal amount of the Notes held by such Holder to be redeemed. The Company shall notify the Trustee at least 30 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of the Notes to be redeemed and their Redemption Date. If less than all the Notes of a series are to be redeemed, the Trustee shall select, in such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part. In the event of redemption of the outstanding principal amount of the Notes of a series in part only, a new Note (or Notes) for the amount of the unredeemed portion thereof shall be issued in the name of the Holder(s) thereto, upon cancellation thereof. The following definitions shall apply to the Notes:.
Appears in 1 contract
Samples: Nineteenth Supplemental Indenture (Quest Diagnostics Inc)
Terms of the Notes. The following terms relating to the Notes are hereby established:
(1a) The Notes shall constitute a series of Senior Securities having the title “4.006.75% Notes due 2015”2022.” The Notes shall bear a CUSIP number of 872438 304 and an ISIN number of US8724383042.
(2b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Securities Notes authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Securities Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 or 13.05 of the series Base Indenture, and except for any Securities that, pursuant to Section 3043.03 of the Base Indenture, 305, 306, 906 or 1108 of are deemed never to have been authenticated and delivered under the Indenture) shall initially be limited $35,000,000. Under a Board Resolution, Officers’ Certificate pursuant to $450,000,000. The Board Resolutions or an indenture supplement, the Company maymay from time to time, without the consent of the HoldersHolders of Notes, create and issue additional Notes (the in any such case “Additional Notes”) having the same ranking equally with and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and otherwise similar in the existing Notes will constitute a single series under the Indenture and all respects so that references to the relevant Notes herein shall include the Additional Notes shall be consolidated and form a single series with unless the Notes. The Company may not issue Additional Notes if an Event of Default shall occur and be continuing with respect to the Notescontext otherwise requires.
(3c) Interest on any Note The entire outstanding principal of the Notes shall be payable only on December 30, 2022.
(d) The rate at which the Notes shall bear interest shall be 6.75% per annum (the “Applicable Interest Rate”). The date from which interest shall accrue on the Notes shall be December 14, 2015, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be March 30, June 30, September 30, and December 30 of each year, commencing Xxxxx 00, 0000 (xx an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on 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 December 14, 2015, to, but excluding, the 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 that the Note (or one or more predecessor Notes thereofPredecessor Securities) is registered at the close of business on the Regular Record Date for such interest.
, which shall be March 15, June 15, September 15, or December 15 (4) The entire outstanding whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of principal of the Notes shall be payable on January 15(and premium, 2015if any, which date shall be the Stated Maturity for the payment of principal on the Notes.
(5on) The rate at which the Notes shall bear and any such interest shall be 4.00% per annum; the date from which interest shall accrue on the Notes will be made at the office of the Trustee located at 000 Xxxxxxxx Xxxxxx East, Mailcode: EP-MN-WS2N, Xx. Xxxx, MN 55107, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. (6.75% Notes Due 2022) and at such other address as designated by the Trustee, in such coin or currency of the United 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 be appear in the date hereofSecurity Register; the Interest Payment Dates for provided, further, however, that so long as the Notes on which interest shall are registered to Cede & Co., such payment will be payable shall be January 15 made by wire transfer in accordance with the procedures established by The Depository Trust Company and July 15 in each year, beginning July 15, 2010; the Regular Record Date for the interest payable Trustee. Interest on the Notes will be computed on any Interest Payment Date shall be the January 1 or July 1 preceding the applicable Interest Payment Date; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(6) [Reserved]
(7e) The Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this Second 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 redeemed 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 (the “Depositary”) shall be The Depository Trust Company, New York, New York. 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, in whole on or in partafter December 30, 2018, at a redemption price (the “Redemption Price”) equal to the greater of (a) 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to, but excluding, the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be redeemed, plus accrued interest not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company’s option to redeem the Notes will be done in compliance with the Indenture and the Investment Company Act, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 11.03 of the Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed (b) as determined which rules will be certified to the Trustee by the Quotation AgentCompany or such national securities exchange at the Trustee’s request), in each case, to the sum extent applicable.
(v) Unless the Company defaults in payment of the present values of Redemption Price, on and after the remaining scheduled payments of principal and Redemption Date, interest will cease to accrue on the Notes to be redeemed (not including any portion of payments of interest accrued as of the Redemption Date), discounted to the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate plus 25 basis points, plus accrued and unpaid interest to the Redemption Date. If notice has been given as provided in the Indenture and immediately available funds for the redemption of any Notes (or any portion thereof) called for redemption hereunder.
(i) The Notes shall have been delivered not be subject to the Paying Agent not later than 11:00 A.M. New York Time on the Redemption Date referred any sinking fund pursuant to in such notice, such Notes (or any portion thereof) shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right Section 12.01 of the Base Indenture.
(j) The Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.
(k) Holders of the Notes shall be will not have the option to receive payment of have the Redemption Price with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) shall be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days repaid prior to the date fixed for redemption. Stated Maturity.
(l) The notice of redemption shall specify, among other items, which Notes shall be redeemed, are hereby designated as “Senior Securities” under the Redemption Date, the Redemption Price, and the principal amount of the Notes held by such Holder to be redeemed. The Company shall notify the Trustee at least 30 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of the Notes to be redeemed and their Redemption Date. If less than all the Notes of a series are to be redeemed, the Trustee shall select, in such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part. In the event of redemption of the outstanding principal amount of the Notes of a series in part only, a new Note (or Notes) for the amount of the unredeemed portion thereof shall be issued in the name of the Holder(s) thereto, upon cancellation thereof. The following definitions shall apply to the Notes:Indenture.
Appears in 1 contract
Terms of the Notes. Section 1.01 The following terms relating to the Notes are hereby established:
(1a) The Notes shall constitute a series of Senior Securities having the title “4.008.125% Notes due 2015”2029.” The Notes shall bear a CUSIP number of 390320 877 and an ISIN number of US3903208771.
(2b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Securities Notes authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Securities of the series Notes pursuant to Section 304, 305, 306, 906 906, 1107 or 1108 1305 of the Base Indenture, and except for any Securities that, pursuant to Section 303 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall initially be limited $36,000,000 (or up to $450,000,00041,400,000 aggregate principal amount if the underwriters’ over-allotment option is exercised in full). The Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or a future supplemental indenture to the Indenture (a “Future Supplemental Indenture”), the Company maymay from time to time, without the consent of the HoldersHolders of Notes, create and issue additional Notes (the in any such case “Additional Notes”) having the same ranking equally and the same interest rate, maturity and other terms as the Notes (except the issue date, the date from which interest accrues and, in some cases, the first interest payment date), provided, however, that if any such Additional Notes are not fungible with the existing Notes for U.S. federal income tax purposes, such Additional Notes will have separate CUSIP and ISIN numbers. Any Additional Notes and otherwise similar in the existing Notes will constitute a single series under the Indenture and all respects so that references to the relevant Notes herein shall include the Additional Notes shall be consolidated and form a single series with unless the Notes. The Company may not issue Additional Notes if an Event of Default shall occur and be continuing with respect to the Notescontext otherwise requires.
(3c) Interest on any Note The Stated Maturity of the Notes shall be December 31, 2029. The entire outstanding principal of the Notes shall be payable only on the Stated Maturity, unless earlier redeemed or repurchased in accordance with the provisions of the Indenture.
(d) The rate at which the Notes shall bear interest shall be 8.125% per annum. The date from which interest shall accrue on the Notes shall be September 19, 2024 or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be March 31, June 30, September 30 and December 31 of each year, commencing December 31, 2024 (provided that, if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on 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 September 19, 2024, to, but excluding, the 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 that the Note (or one or more predecessor Notes thereofPredecessor Securities) is registered at the close of business on the Regular Record Date for such interest.
, which shall be March 15, June 15, September 15 and December 15 (4) The entire outstanding whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of the principal of the Notes shall be payable on January 15(and premium, 2015if any, which date shall be the Stated Maturity for the payment of principal on the Notes.
(5on) The rate at which the Notes shall bear and any such interest shall be 4.00% per annum; the date from which interest shall accrue on the Notes will be made at the office of the Trustee located at 0000 00xx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000, Attention: Great Elm Capital Corp. (8.125% Notes due 2029) and at such other address as designated by the Trustee, in such coin or currency of the United 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 be appear in the date hereofSecurity Register; the Interest Payment Dates for provided, further, however, that so long as the Notes on which interest shall are registered to Cede & Co., such payment will be payable shall be January 15 made by wire transfer in accordance with the procedures established by The Depository Trust Company and July 15 in each year, beginning July 15, 2010; the Regular Record Date for the interest payable Trustee. Interest on the Notes will be computed on any Interest Payment Date shall be the January 1 or July 1 preceding the applicable Interest Payment Date; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(6) [Reserved]
(7e) The Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this Seventh 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 principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be redeemed 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 203 and 305 of the Base Indenture.
(f) The depositary for such Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 1402 or Section 1403 of the Base Indenture. Covenant defeasance contained in Section 1403 of the Base Indenture shall apply to the covenants contained in Sections 1006, 1009 and 1010 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 1101 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, in whole on or in partafter December 31, 2026, at a redemption price (the “Redemption Price”) equal to the greater of (a) 100% of the outstanding principal amount thereof, plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to, but excluding, the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and electronically delivered through The Depository Trust Company or mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, to each Holder of the Notes to be redeemed, plus accrued interest not less than ten (10) nor more than sixty (60) days prior to the Redemption Date, or at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 1104 of the Base Indenture.
(biii) as determined by Any exercise of the Quotation AgentCompany’s option to redeem the Notes will be done in compliance with the Investment Company Act, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notes, the sum Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 1103 of the present values Base Indenture, the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed, in each case to the extent applicable.
(v) Unless the Company defaults in payment of the remaining scheduled payments of principal Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes to be redeemed (not including any portion of payments of interest accrued as of the Redemption Date), discounted to the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate plus 25 basis points, plus accrued and unpaid interest to the Redemption Date. If notice has been given as provided in the Indenture and immediately available funds for the redemption of any Notes (or any portion thereof) called for redemption hereunder.
(i) The Notes shall have been delivered not be subject to any sinking fund pursuant to Section 1201 of the Paying Agent Base Indenture.
(j) The Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.
(k) The Company will not later than 11:00 A.M. New York Time pay any Additional Amounts on the Redemption Date referred Notes pursuant to in such notice, such Notes (or any portion thereof) shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right Section 1004 of the Base Indenture.
(l) Holders of the Notes will not have the option to have the Notes repaid prior to the Stated Maturity. Nothing in this Section shall be prohibit purchases by the Company in the open market, private transactions or otherwise prior to receive payment the Stated Maturity.
(m) The Notes are hereby designated as “Senior Securities” under the Indenture.
(n) For the avoidance of doubt, the reference in Section 301 of the Redemption Price Base Indenture to Senior Securities being unsubordinated and ranking equally and “pari passu” to all other Senior Indebtedness is intended to reflect that, notwithstanding that the Senior Securities are unsecured, the Senior Securities rank equally with the Senior Indebtedness solely with respect to such Notes or portion thereof so redeemed. Notice the right to seek and enforce payment from the Company but not in terms of any optional redemption collateral security or access to collateral or right to distributions or payments of proceeds of any Notes collateral (including without limitation, cash, accounts or other assets of the Company or any portion thereof) shall be given to Holders at their addressesof its subsidiaries), as shown in to which the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption shall specify, among other items, which Notes shall be redeemed, the Redemption Date, the Redemption Price, and the principal amount of the Notes held by such Holder to be redeemed. The Company shall notify the Trustee Senior Indebtedness has priority at least 30 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of the Notes to be redeemed and their Redemption Date. If less than all the Notes of a series are to be redeemed, the Trustee shall select, in such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part. In the event of redemption of the outstanding principal amount of the Notes of a series in part only, a new Note (or Notes) for the amount of the unredeemed portion thereof shall be issued in the name of the Holder(s) thereto, upon cancellation thereof. The following definitions shall apply to the Notes:times.
Appears in 1 contract
Samples: Seventh Supplemental Indenture (Great Elm Capital Corp.)
Terms of the Notes. Section 1.01 The following terms relating to the Notes are hereby established:
(1a) The Notes shall constitute a series of Senior Securities having the title “4.005.875% Notes due 2015”2026.” The Notes shall bear a CUSIP number of 000000000 and an ISIN number of US3903206049.
(2b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Securities Notes authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Securities of the series Notes pursuant to Section 304, 305, 306, 906 906, 1107 or 1108 1305 of the Base Indenture, and except for any Securities that, pursuant to Section 303 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall initially be limited $50,000,000 (or up to $450,000,00057,500,000 aggregate principal amount if the underwriters’ over-allotment option is exercised in full). The Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or a Future Supplemental Indenture, the Company maymay from time to time, without the consent of the HoldersHolders of Notes, create and issue additional Notes (the in any such case “Additional Notes”) having the same ranking equally with and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and otherwise similar in the existing Notes will constitute a single series under the Indenture and all respects so that references to the relevant Notes herein shall include the Additional Notes shall be consolidated and form a single series with unless the Notes. The Company may not issue Additional Notes if an Event of Default shall occur and be continuing with respect to the Notescontext otherwise requires.
(3c) Interest on any Note The Stated Maturity of the Notes shall be June 30, 2026. The entire outstanding principal of the Notes shall be payable only on the Stated Maturity, unless earlier redeemed or repurchased in accordance with the provisions of the Indenture.
(d) The rate at which the Notes shall bear interest shall be 5.875% per annum. The date from which interest shall accrue on the Notes shall be June 23, 2021 or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be March 31, June 30, September 30 and December 31 of each year, commencing September 30, 2021 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on 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 June 23, 2021, to, but excluding, the 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 that the Note (or one or more predecessor Notes thereofPredecessor Securities) is registered at the close of business on the Regular Record Date for such interest.
, which shall be March 15, June 15, September 15 and December 15 (4) The entire outstanding whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of the principal of the Notes shall be payable on January 15(and premium, 2015if any, which date shall be the Stated Maturity for the payment of principal on the Notes.
(5on) The rate at which the Notes shall bear and any such interest shall be 4.00% per annum; the date from which interest shall accrue on the Notes will be made at the office of the Trustee located at 0000 00xx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000, Attention: Great Elm Capital Corp. (5.875% Notes Due 2026) and at such other address as designated by the Trustee, in such coin or currency of the United 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 be appear in the date hereofSecurity Register; the Interest Payment Dates for provided, further, however, that so long as the Notes on which interest shall are registered to Cede & Co., such payment will be payable shall be January 15 made by wire transfer in accordance with the procedures established by The Depository Trust Company and July 15 in each year, beginning July 15, 2010; the Regular Record Date for the interest payable Trustee. Interest on the Notes will be computed on any Interest Payment Date shall be the January 1 or July 1 preceding the applicable Interest Payment Date; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(6) [Reserved]
(7e) The Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this Fourth 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 principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be redeemed 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 203 and 305 of the Base Indenture.
(f) The depositary for such Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 1402 or Section 1403 of the Base Indenture. Covenant defeasance contained in Section 1403 of the Base Indenture shall apply to the covenants contained in Sections 1006, 1009 and 1010 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 1101 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, in whole on or in partafter June 30, 2023, at a redemption price (the “Redemption Price”) equal to the greater of (a) 100% of the outstanding principal amount thereof, plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to, but excluding, the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and electronically delivered through The Depository Trust Company or mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, to each Holder of the Notes to be redeemed, plus accrued interest not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, or at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 1104 of the Base Indenture.
(biii) as determined by Any exercise of the Quotation AgentCompany’s option to redeem the Notes will be done in compliance with the Investment Company Act, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notes, the sum Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 1103 of the present values Base Indenture, the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed, in each case to the extent applicable.
(v) Unless the Company defaults in payment of the remaining scheduled payments of principal Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes to be redeemed (not including any portion of payments of interest accrued as of the Redemption Date), discounted to the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate plus 25 basis points, plus accrued and unpaid interest to the Redemption Date. If notice has been given as provided in the Indenture and immediately available funds for the redemption of any Notes (or any portion thereof) called for redemption hereunder.
(i) The Notes shall have been delivered not be subject to the Paying Agent not later than 11:00 A.M. New York Time on the Redemption Date referred any sinking fund pursuant to in such notice, such Notes (or any portion thereof) shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right Section 1201 of the Base Indenture.
(j) The Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.
(k) Holders of the Notes will not have the option to have the Notes repaid prior to the Stated Maturity. Nothing in this Section shall be prohibit purchases by the Company in the open market, private transactions or otherwise prior to receive payment the Stated Maturity.
(l) The Notes are hereby designated as “Senior Securities” under the Indenture.
(m) For the avoidance of doubt, the reference in Section 301 of the Redemption Price Base Indenture to Senior Securities being unsubordinated and ranking equally and “pari passu” to all other Senior Indebtedness is intended to reflect that, notwithstanding that the Senior Securities are unsecured, the Senior Securities rank equally with the Senior Indebtedness solely with respect to such Notes or portion thereof so redeemed. Notice the right to seek and enforce payment from the Company but not in terms of any optional redemption collateral security or access to collateral or right to distributions or payments of proceeds of any Notes collateral (including without limitation, cash, accounts or other assets of the Company or any portion thereof) shall be given to Holders at their addressesof its subsidiaries), as shown in to which the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption shall specify, among other items, which Notes shall be redeemed, the Redemption Date, the Redemption Price, and the principal amount of the Notes held by such Holder to be redeemed. The Company shall notify the Trustee Senior Indebtedness has priority at least 30 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of the Notes to be redeemed and their Redemption Date. If less than all the Notes of a series are to be redeemed, the Trustee shall select, in such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part. In the event of redemption of the outstanding principal amount of the Notes of a series in part only, a new Note (or Notes) for the amount of the unredeemed portion thereof shall be issued in the name of the Holder(s) thereto, upon cancellation thereof. The following definitions shall apply to the Notes:times.
Appears in 1 contract
Samples: Fourth Supplemental Indenture (Great Elm Capital Corp.)
Terms of the Notes. The following terms relating to the Notes are hereby established:
(1a) The Notes shall constitute a series of Senior Securities having the title “4.005.75% Notes due 2015”2024.” The Notes shall bear a CUSIP number of 652526 609 and an ISIN number of US6525266093.
(2b) The aggregate principal amount of the Notes (including the Existing Notes) that may be authenticated and delivered under the Indenture (except for Securities Notes authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Securities of the series Notes pursuant to Section Sections 304, 305, 306, 906 906, 1107 or 1108 1305 of the Base Indenture, and except for any Securities that, pursuant to Section 303 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall initially be limited $68,250,000. Under a Board Resolution, Officers’ Certificate pursuant to $450,000,000. The Board Resolutions or an indenture supplement, the Company maymay from time to time, without the consent of the HoldersHolders of Notes, create and issue additional Notes (the in any such case “Additional Notes”) having the same ranking equally with and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and otherwise similar in the existing Notes will constitute a single series under the Indenture and all respects so that references to the relevant Notes herein shall include the Additional Notes shall be consolidated and form a single series with unless the Notes. The Company may not issue Additional Notes if an Event of Default shall occur and be continuing with respect to the Notescontext otherwise requires.
(3) Interest on any Note shall be payable only to the Person in whose name that Note (or one or more predecessor Notes thereof) is registered at the close of business on the Regular Record Date for such interest.
(4c) The entire outstanding principal of the Notes shall be payable on January 15August 1, 2015, which date shall be the Stated Maturity for the payment of principal on the Notes2024.
(5d) The rate at which the Notes shall bear interest shall be 4.005.75% per annum; annum (the “Applicable Interest Rate”). The date from which interest shall accrue on the Notes shall be February 1, 2021, or the date hereofmost recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes on which interest shall be payable shall be January 15 February 1, May 1, August 1 and July 15 in November 1 of each year, beginning July 15commencing May 1, 2010; the Regular Record Date for the interest payable on the Notes on any 2021 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed
(e) The Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this Eighth 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 203 and 305 of the Base Indenture.
(f) The depositary for such Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the January 1 or July 1 preceding the applicable Interest Payment Date; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day monthsTrustee.
(6) [Reserved]
(7g) The Notes may shall be redeemed defeasible pursuant to Section 1402 or Section 1403 of the Base Indenture. Covenant defeasance contained in Section 1403 of the Base Indenture shall apply to the covenants contained in Sections 1007, 1008, and 1009 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 1101 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, in whole on or in partafter August 1, 2021, at a redemption price (the “Redemption Price”) equal to the greater of (a) 100% of the outstanding principal amount of the Notes to be redeemed, plus accrued interest to the Redemption Date, or (b) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of payments of interest accrued as of the Redemption Date), discounted to the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate plus 25 basis pointsthereof, plus accrued and unpaid interest to the Redemption Date. If notice has been given as provided in the Indenture and immediately available funds payments otherwise payable for the redemption of any Notes (or any portion thereof) called for redemption shall have been delivered to the Paying Agent not later than 11:00 A.M. New York Time on the Redemption Date referred to in such noticethen-current quarterly interest period accrued to, such Notes (or any portion thereof) shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes shall be to receive payment of the Redemption Price with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) shall be given to Holders at their addressesbut excluding, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption shall specify, among other items, which Notes shall be redeemed, the Redemption Date, the Redemption Price, and the principal amount of the Notes held by such Holder to be redeemed. The Company shall notify the Trustee at least 30 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of the Notes to be redeemed and their Redemption Date. If less than all the Notes of a series are to be redeemed, the Trustee shall select, in such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part. In the event of redemption of the outstanding principal amount of the Notes of a series in part only, a new Note (or Notes) for the amount of the unredeemed portion thereof shall be issued in the name of the Holder(s) thereto, upon cancellation thereof. The following definitions shall apply to the Notes:.
Appears in 1 contract
Samples: Eighth Supplemental Indenture (Newtek Business Services Corp.)
Terms of the Notes. The following terms relating to the Notes are hereby established:
(1a) The Notes shall constitute a series of Securities having the title “4.007.25% Senior Notes due 2015”2023” and shall be designated as Senior Securities under the Indenture. The Notes shall bear a CUSIP number of 553829 201 and an ISIN number of US5538292013.
(2b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Securities Notes authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Securities Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.07 of the series pursuant to Section 304, 305, 306, 906 or 1108 of the Base Indenture) shall initially be limited $80,500,000. Under a Board Resolution, Officers’ Certificate pursuant to $450,000,000. The Board Resolutions or an indenture supplement, the Company maymay from time to time, without the consent of the HoldersHolders of Notes, create and issue additional Notes (the in any such case “Additional Notes”) having the same ranking equally with and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and otherwise similar in the existing Notes will constitute a single series under the Indenture and all respects so that references to the relevant Notes herein shall include the Additional Notes shall be consolidated and form a single series with unless the Notes. The Company may not issue Additional Notes if an Event of Default shall occur and be continuing with respect to the Notescontext otherwise requires.
(3c) Interest on any Note The entire outstanding principal of the Notes shall be payable only on February 26, 2023.
(d) The rate at which the Notes shall bear interest shall be 7.25% per annum (the “Applicable Interest Rate”). The date from which interest shall accrue on the Notes shall be February 26, 2013, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be January 15, April 15, July 15 and October 15 of each year, commencing April 15, 2013 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on 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 26, 2013 (or the most recent Interest Payment Date to which interest has been paid or provided for), to, but excluding, the 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 that the Note (or one or more predecessor Notes thereofNotes) is registered at the close of business on the Regular Record Date for such interest.
, which shall be January 1, April 1, July 1 and October 1 (4) The entire outstanding whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of principal of the Notes shall be payable on January 15(and premium, 2015, which date shall be the Stated Maturity for the payment of principal on the Notes.
(5if any) The rate at which the Notes shall bear and any such interest shall be 4.00% per annum; the date from which interest shall accrue on the Notes will be made at the Corporate Trust Office of the Trustee in Boston, Massachusetts in such coin or currency of the United 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 be appear in the date hereof; the Security Register. Interest Payment Dates for the Notes on which interest shall be payable shall be January 15 and July 15 in each year, beginning July 15, 2010; the Regular Record Date for the interest payable on the Notes will be computed on any Interest Payment Date shall be the January 1 or July 1 preceding the applicable Interest Payment Date; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(6) [Reserved]
(7e) The Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this First 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 redeemed 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 (the “Depositary”) shall be The Depository Trust Company, New York, New York. 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, 10.09 and 10.10 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, in whole on or in partafter April 15, 2016, at a redemption price (the “Redemption Price”) equal to the greater of (a) 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to, but excluding, the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, by first-class mail, postage prepaid, or by overnight courier guaranteeing next-day delivery, to each Holder of the Notes to be redeemed, plus accrued interest not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, or at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(biii) as determined by Any exercise of the Quotation AgentCompany’s option to redeem the Notes will be done in compliance with the Investment Company Act.
(iv) If the Company elects to redeem only a portion of the Notes, the sum Trustee or DTC, as applicable, will determine the method for selecting the particular Notes to be redeemed, in accordance with the Indenture, and in accordance with the rules of any national securities exchange system on which the Notes are listed and the Investment Company Act.
(v) Unless the Company defaults in payment of the present values of Redemption Price, on and after the remaining scheduled payments of principal and Redemption Date, interest will cease to accrue on the Notes to be redeemed (not including any portion of payments of interest accrued as of the Redemption Date), discounted to the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate plus 25 basis points, plus accrued and unpaid interest to the Redemption Date. If notice has been given as provided in the Indenture and immediately available funds for the redemption of any Notes (or any portion thereof) called for redemption hereunder.
(i) The Notes shall have been delivered not be subject to the Paying Agent not later than 11:00 A.M. New York Time on the Redemption Date referred any sinking fund pursuant to in such notice, such Notes (or any portion thereof) shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right Section 12.01 of the Base Indenture.
(j) The Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.
(k) Holders of the Notes shall be will not have the option to receive payment of have the Redemption Price with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) shall be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days repaid prior to the date fixed for redemption. The notice of redemption shall specify, among other items, which Notes shall be redeemed, the Redemption Date, the Redemption Price, and the principal amount of the Notes held by such Holder to be redeemed. The Company shall notify the Trustee at least 30 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of the Notes to be redeemed and their Redemption Date. If less than all the Notes of a series are to be redeemed, the Trustee shall select, in such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part. In the event of redemption of the outstanding principal amount of the Notes of a series in part only, a new Note (or Notes) for the amount of the unredeemed portion thereof shall be issued in the name of the Holder(s) thereto, upon cancellation thereof. The following definitions shall apply to the Notes:Stated Maturity.
Appears in 1 contract
Terms of the Notes. The following terms relating to the Notes are hereby established:
(1a) The Notes shall constitute a series of Securities having the title “4.00% Notes due 2015”2026” and shall bear a CUSIP number of 96524V AB2 and an ISIN number of US96524VAB27.
(2b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Securities Notes authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Securities Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 or 13.05 of the series pursuant to Section 304, 305, 306, 906 or 1108 of the Base Indenture) shall initially be limited $75,000,000. Under a Board Resolution, Officer’s Certificate pursuant to $450,000,000. The Board Resolutions or a Future Supplemental Indenture, the Company maymay from time to time, without the consent of the HoldersHolders of Notes, create and issue additional Notes (the in any such case, “Additional Notes”) having the same ranking equally with and the same interest rate, maturity, CUSIP number and other terms as the Notes; provided that such Additional Notes must be part of the same issue as the Notes for U.S. federal income tax purposes if represented by the same CUSIP number as the Notes. Any Additional Notes and otherwise similar in the existing Notes shall constitute a single series under the Indenture and all respects so that references to the relevant Notes herein shall include the Additional Notes shall be consolidated and form a single series with unless the Notes. The Company may not issue Additional Notes if an Event of Default shall occur and be continuing with respect to the Notescontext otherwise requires.
(3c) Interest on any Note The entire Outstanding principal amount of the Notes shall be payable only on December 15, 2026, unless earlier redeemed or repurchased in accordance with the provisions of the Indenture.
(d) The rate at which the Notes shall bear interest shall be 4.00% per annum of the aggregate principal amount. The date from which interest shall accrue on the Notes shall be November 24, 2021, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be June 15 and December 15 of each year, commencing June 15, 2022 (provided, that if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment shall be made on the next succeeding Business Day with the same force and effect as if made on the scheduled Interest Payment Date and no additional interest shall accrue as a result of such delayed payment); the initial interest period shall be the period from and including November 24, 2021 (or the most recent Interest Payment Date to which interest has been paid or provided for), to, but not including, the initial Interest Payment Date, and the subsequent interest periods shall be the periods from and including an Interest Payment Date to, but not including, 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, shall be paid to the Person in whose name that the Note (or one or more predecessor Notes thereofPredecessor Securities) is registered at the close of business on the Regular Record Date for such interest.
, which shall be June 1 and December 1 (4) The entire outstanding whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of principal of the Notes shall be payable on January 15(and premium, 2015, which date shall be the Stated Maturity for the payment of principal on the Notes.
(5if any) The rate at which the Notes shall bear and any such interest shall be 4.00% per annum; the date from which interest shall accrue on the Notes shall be made at the date hereofCorporate Trust Office of the Paying Agent, which shall initially be the Trustee, in such coin or currency of the United 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 Payment Dates for the Notes on which interest shall be payable shall be January 15 and July 15 in each year, beginning July 15, 2010; the Regular Record Date for the interest payable on the Notes shall 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 “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this Second Supplemental Indenture. Each Global Note shall represent the aggregate principal amount of Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal 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 Interest Payment Date increase or decrease in the principal 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 Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the January 1 or July 1 preceding the applicable Interest Payment Date; and the basis upon which interest Trustee.
(g) The Notes shall be calculated 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 10.08 and 10.09 of the Indenture.
(h) The Notes shall be that redeemable pursuant to Section 11.01 of the Base Indenture and as follows:
(i) The Notes shall 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, but not including, 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.
(6) [Reserved]
(7) The using the applicable Treasury Rate plus 50 basis points; provided, however, that if the Company redeems any Notes may on or after September 15, 2026, the Redemption Price for the Notes shall be redeemed at any time at the option of the Company, in whole or in part, at a redemption price (the “Redemption Price”) equal to the greater of (a) 100% of the principal amount of the Notes to be redeemed, plus accrued interest to the Redemption Date, or (b) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of payments of interest accrued as of the Redemption Date), discounted to the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate plus 25 basis points, plus accrued and unpaid interest to interest, if any, to, but not including, the Redemption Date. If notice has been given as provided For purposes of calculating the Redemption Price in the Indenture and immediately available funds for connection with the redemption of any Notes (or any portion thereof) called for redemption shall have been delivered to the Paying Agent not later than 11:00 A.M. New York Time on the Redemption Date referred to in such notice, such Notes (or any portion thereof) shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes shall be to receive payment of the Redemption Price with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) shall be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption shall specify, among other items, which Notes shall be redeemed, the on any Redemption Date, the Redemption Price, and following terms have the principal amount of the Notes held by such Holder to be redeemed. The Company shall notify the Trustee at least 30 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of the Notes to be redeemed and their Redemption Date. If less than all the Notes of a series are to be redeemed, the Trustee shall select, in such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part. In the event of redemption of the outstanding principal amount of the Notes of a series in part only, a new Note (or Notes) for the amount of the unredeemed portion thereof shall be issued in the name of the Holder(s) thereto, upon cancellation thereof. The following definitions shall apply to the Notesmeanings set forth below:
Appears in 1 contract
Samples: Second Supplemental Indenture (WhiteHorse Finance, Inc.)
Terms of the Notes. The following terms relating to the Notes are hereby established:
(1a) The Notes shall constitute a series of Securities having the title “4.006.85% Senior Notes due 20152012”.
(2b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Securities Notes authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Securities Notes pursuant to Sections 3.04, 3.05, 3.06, of the series pursuant to Section 304, 305, 306, 906 or 1108 of the Base Indenture) shall initially be limited $550,000,000. Under a Board Resolution, Officers’ Certificate pursuant to $450,000,000. The Board Resolutions or an indenture supplement, the Company maymay from time to time, without the consent of the HoldersHolders of Notes, create and issue additional Notes (the in any such case “Additional Notes”) having the same ranking equally with and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and otherwise similar in the existing Notes will constitute a single series under the Indenture and all respects so that references to the relevant Notes herein shall include the Additional Notes shall be consolidated and form a single series with unless the Notes. The Company may not issue Additional Notes if an Event of Default shall occur and be continuing with respect to the Notescontext otherwise requires.
(3c) Interest on any Note The entire outstanding principal of the Notes shall be payable only on August 1, 2012.
(d) The rate at which the Notes shall bear interest shall be 6.85% per annum, subject to adjustment as described herein. The date from which interest shall accrue on the Notes shall be July 19, 2007, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be February 1 and August 1 of each year, commencing February 1, 2008; 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 that the Note (or one or more predecessor Notes thereofNotes) is registered at the close of business on the Regular Record Date for such interest, which shall be January 15 or July 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment 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 Wilmington, Delaware, in such coin or currency of the United 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 Note registry.
(4e) The entire outstanding principal Notes shall be issuable in whole or in part in the form of one or more Global Securities and the Depository for such Global Securities shall be The Depository Trust Company, New York, New York.
(f) The Notes shall be defeasible pursuant to Section 13.02 and/or Section 13.03 of the Base Indenture.
(g) The interest rate payable on the Notes will be subject to adjustment from time to time if at least two Rating Agencies downgrades (or subsequently upgrades) the debt rating assigned to the Notes (a “rating”) as set forth below:
(i) If the ratings from at least two Rating Agencies are decreased to ratings set forth in the immediately following table, the initial interest rate on the Notes will increase from the initial interest rate by each of the percentages set forth opposite the two ratings: BB+ 0.25% BB+ 0.25% Ba1 0.25% BB 0.50% BB 0.50% Ba2 0.50% BB- 0.75% BB- 0.75% Ba3 0.75% B+ or below 1.00% B+ or below 1.00% B1 or below 1.00%
(ii) If at least two Rating Agencies subsequently increase their ratings of the Notes to any of the ratings set forth above, the interest rate on the Notes will be decreased such that the interest rate for the Notes equals the applicable initial interest rate set forth on the first page of this First Supplemental Indenture plus (if applicable) each of the percentages set forth opposite the ratings from the table above in effect immediately following the increase.
(iii) Each adjustment required by any decrease or increase in the ratings set forth above shall be made independent of any and all other adjustments, provided that if the ratings from three Rating Agencies are decreased to ratings set forth in the table above, then only the lowest two of the three ratings shall be utilized for such adjustments. In no event shall (1) the interest rate for the Notes be reduced to below the initial interest rate set forth on the first page of this First Supplemental Indenture or (2) the total increase in the interest rate on the Notes exceed 2.00% above the initial interest rate set forth on the first page of this Supplemental Indenture.
(iv) If at least two Rating Agencies cease to provide ratings for the Notes, any subsequent increase or decrease in the interest rate of the Notes necessitated by a reduction or increase in the rating by the Rating Agency continuing to provide the rating shall be twice the percentage set forth in the applicable table above. No adjustments in the interest rate of the Notes shall be payable on January 15made solely as a result of two Rating Agencies ceasing to provide a rating. If all of the Rating Agencies cease to provide a rating, 2015, which date shall be the Stated Maturity for the payment of principal interest rate on the NotesNotes will increase to, or remain at, as the case may be, 2.00% above the initial interest rates set forth on the first page of this First Supplemental Indenture.
(5v) The Any interest rate at increase or decrease, as described above, will take effect from the first day of the interest period during which a rating change requires an adjustment in the Notes shall bear interest rate. If the interest rate adjusts up and then subsequently adjusts down during the same interest period, the interest rate shall be 4.00% per annum; the date from which interest shall accrue determined based on the Notes shall be ratings in effect at the date hereof; the Interest Payment Dates for the Notes on which interest shall be payable shall be January 15 and July 15 in each year, beginning July 15, 2010; the Regular Record Date for end of the interest payable on the Notes on any Interest Payment Date shall be the January 1 or July 1 preceding the applicable Interest Payment Date; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day monthsperiod.
(6) [Reserved]
(7vi) The Notes may be redeemed at any time at following defined terms have the option of the Company, in whole or in part, at a redemption price (the “Redemption Price”) equal to the greater of (a) 100% of the principal amount of the Notes to be redeemed, plus accrued interest to the Redemption Date, or (b) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of payments of interest accrued as of the Redemption Date), discounted to the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate plus 25 basis points, plus accrued and unpaid interest to the Redemption Date. If notice has been given as provided in the Indenture and immediately available funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been delivered to the Paying Agent not later than 11:00 A.M. New York Time on the Redemption Date referred to in such notice, such Notes (or any portion thereof) shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes shall be to receive payment of the Redemption Price with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) shall be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption shall specify, among other items, which Notes shall be redeemed, the Redemption Date, the Redemption Price, and the principal amount of the Notes held by such Holder to be redeemed. The Company shall notify the Trustee at least 30 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of the Notes to be redeemed and their Redemption Date. If less than all the Notes of a series are to be redeemed, the Trustee shall select, in such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part. In the event of redemption of the outstanding principal amount of the Notes of a series in part only, a new Note (or Notes) for the amount of the unredeemed portion thereof shall be issued in the name of the Holder(s) thereto, upon cancellation thereof. The following definitions shall apply to the Notesmeanings:
Appears in 1 contract
Samples: First Supplemental Indenture (American Capital, LTD)
Terms of the Notes. The following terms relating to the Notes are hereby established:
(1) The Notes There shall constitute be a series of Securities having Notes designated the title “4.006.625% Notes due 2015”2005” and a series of Notes designated the “6.875% Notes due 2008.
(2) ” The aggregate principal amount of the 2005 Notes that may shall be authenticated limited to $100,000,000, and, except as provided herein, the Company shall not execute and delivered under the Indenture (Trustee shall not authenticate or deliver 2005 Notes in excess of such aggregate principal amount. The aggregate principal amount of the 2008 Notes shall be limited to $100,000,000, and, except for Securities authenticated as provided herein, the Company shall not execute and delivered upon registration the Trustee shall not authenticate or deliver 2008 Notes in excess of transfer ofsuch aggregate principal amount. Nothing contained in this Indenture, or in exchange forthe Notes, is intended to or in lieu ofshall limit execution by the Company or authentication or delivery by the Trustee of Notes under the circumstances contemplated by Sections 303, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1108 and 1107 of the this Indenture) shall initially be limited to $450,000,000. The Company may2005 Notes will bear interest at a rate of 6.625% per annum and the 2008 Notes will bear interest at a rate of 6.875% per annum in each case, without from February 23, 1998 or from the consent immediately preceding Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually in arrears on March 1 and September 1 of the Holderseach year, create and issue additional Notes commencing September 1, 1998 (the each, an “Additional NotesInterest Payment Date”) ranking equally with the Notes and otherwise similar in all respects so that the Additional Notes shall be consolidated and form a single series with the Notes. The Company may not issue Additional Notes if an Event of Default shall occur and be continuing with respect to the Notes.
(3) Interest on any Note shall be payable only ), to the Person in whose name that such Note (or one or more predecessor Notes thereof) is registered at the close of business on February 15 or August 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date (each, a “Regular Record Date for such interest.
(4) Date”). Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. The entire outstanding principal of the Notes shall be interest so payable on January 15, 2015, any Note which date shall be the Stated Maturity is not punctually paid or duly provided for the payment of principal on the Notes.
(5) The rate at which the Notes shall bear interest shall be 4.00% per annum; the date from which interest shall accrue on the Notes shall be the date hereof; the Interest Payment Dates for the Notes on which interest shall be payable shall be January 15 and July 15 in each year, beginning July 15, 2010; the Regular Record Date for the interest payable on the Notes on any Interest Payment Date shall forthwith cease to be payable to the January 1 Person in whose name such Note is registered on the relevant Regular Record Date, and such defaulted interest shall instead be payable to the Person in whose name such Note is registered on the Special Record Date or July 1 preceding the applicable Interest Payment Date; other specified date determined in accordance with this Indenture. The 2005 Notes will mature on March 1, 2005 and the basis upon which interest 2008 Notes will mature on March 1, 2008. The Initial 2005 Notes issued in global form shall be calculated substantially in the form of Annex A hereto (including the Global Note legend affixed thereon) and the Initial 2005 Notes issued in definitive form shall be that of a 360-day year consisting of twelve 30-day months.
(6) [Reserved]
(7) The Notes may be redeemed at any time at the option of the Company, in whole or in part, at a redemption price (the “Redemption Price”) equal to the greater of (a) 100% of the principal amount of the Notes to be redeemed, plus accrued interest to the Redemption Date, or (b) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of payments of interest accrued as of the Redemption Date), discounted to the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate plus 25 basis points, plus accrued and unpaid interest to the Redemption Date. If notice has been given as provided substantially in the Indenture and immediately available funds for form of Annex A hereto (but without the redemption Global Note legend attached thereto). The Initial 2008 Notes issued in global form shall be substantially in the form of any Notes Annex B hereto (or any portion thereofincluding the Global Note legend affixed thereon) called for redemption shall have been delivered to the Paying Agent not later than 11:00 A.M. New York Time on the Redemption Date referred to in such notice, such Notes (or any portion thereof) shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Initial 2008 Notes issued in definitive form shall be to receive payment substantially in the form of Annex B hereto (but without the Redemption Price with respect to such Global Note legend attached thereto). The Exchange Notes or portion thereof so redeemed. Notice of any optional redemption of any issued in exchange for Initial 2005 Notes (or any portion thereof) that are issued in global form shall be given to Holders at their addresses, as shown substantially in the security register form of Annex C hereto (including the Global Note legend affixed thereon) and Exchange Notes issued in exchange for Initial 2005 Notes that are issued in definitive form shall be substantially in the Notes, not more than 60 nor less than 30 days prior to form of Annex C hereto (but without the date fixed for redemptionGlobal Note legend attached thereto). The notice of redemption shall specify, among other items, which Exchange Notes that are issued in exchange for Initial 2008 Notes that are issued in global form shall be redeemed, substantially in the Redemption Date, form of Annex D hereto (including the Redemption Price, Global Note legend affixed thereon) and the principal amount of the Exchange Notes held by such Holder to be redeemed. The Company shall notify the Trustee at least 30 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of the that are issued in exchange for Initial 2008 Notes to be redeemed and their Redemption Date. If less than all the Notes of a series that are to be redeemed, the Trustee shall select, issued in such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part. In the event of redemption of the outstanding principal amount of the Notes of a series in part only, a new Note (or Notes) for the amount of the unredeemed portion thereof definitive form shall be issued substantially in the name form of Annex D hereto (but without the Holder(s) Global Note legend attached thereto, upon cancellation thereof). The following definitions shall apply to Any Exchange Note that is a Private Exchange Note will include the Notes:Restricted Securities Legend affixed thereon.
Appears in 1 contract
Samples: Indenture (Carramerica Realty Corp)
Terms of the Notes. The following terms relating to the Notes are hereby established:
(1a) The Notes shall constitute a series of Securities having the title “4.00% Senior Notes due 20152026.”.
(2b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Securities Notes authenticated and delivered upon registration of transfer of, transfer of or in exchange for, or in lieu of, other Securities of the series Notes pursuant to Section Sections 304, 305, 306, 906 or 1108 1107 of the Indenture) shall initially be limited to $450,000,000500,000,000. The Company maymay from time to time, without the consent of the HoldersHolders of the Notes, create and issue additional Notes (the “Additional Notes”) having the same ranking equally with and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the Notes and otherwise similar in all respects so that shall include the Additional Notes shall be consolidated and form a single series with unless the Notes. The Company may not issue Additional Notes if an Event of Default shall occur and be continuing with respect to the Notescontext otherwise requires.
(3c) Interest on any Note The entire outstanding principal of the Notes shall be payable only on June 1, 2026.
(d) The rate at which the Notes shall bear interest shall be 3.450% per annum, and the date from which interest shall accrue on the Notes shall be May 26, 2016, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be June 1 and December 1 of each year, beginning December 1, 2016; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid, in immediately available funds, to the Person Persons in whose name that Note names the Notes (or one or more predecessor Notes thereofPredecessor Securities) is registered at the close of business on the Regular Record Date for such interest.
(4) The entire outstanding principal of the Notes , which shall be payable on January May 15 or November 15, 2015as the case may be, which date shall be the Stated Maturity for the payment of principal on the Notes.
(5) The rate at which the Notes shall bear interest shall be 4.00% per annum; the date from which interest shall accrue next preceding such Interest Payment Date. Interest on the Notes shall will be the date hereof; the Interest Payment Dates for the Notes on which interest shall be payable shall be January 15 and July 15 in each year, beginning July 15, 2010; the Regular Record Date for the interest payable computed on the Notes on any Interest Payment Date shall be the January 1 or July 1 preceding the applicable Interest Payment Date; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. Any such interest not punctually paid or duly provided for shall forthwith cease to be payable to the Holders on such Regular Record Date, and such Defaulted Interest, may be paid to the Persons in whose names the Notes (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not less than ten days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of principal and interest on the Notes will be made at the Corporate Trust Office of the Trustee or such other office or agency of the Company as may be designated for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that each installment of interest and principal on the Notes may at the Company’s option be paid in immediately available funds by transfer to an account maintained by the payee located in the United States.
(6) [Reserved]
(7e) The Notes shall be issuable in whole in the registered form of one or more Global Notes (without coupons), and the Depository for such Global Notes shall be The Depository Trust Company, New York, New York.
(f) The words “prior to the Par Call Date” shall be inserted in the first sentence of Section 1108, immediately following the phrase “At any time and from time to time” and immediately preceding the phrase “, the Securities of any series.”
(g) The following sentence shall be inserted immediately following clause (b) of the first sentence of Section 1108: “On or after the Par Call Date, the Notes may be redeemed redeemed, as a whole at any time or in part from time to time, at the option of the Company, in whole or in parton at least 30 days, but not more than 60 days, prior notice mailed to the registered address of each holder of the Notes, at a redemption price (the “Redemption Price”) equal to the greater of (a) 100% of the principal amount of the Notes to be being redeemed, plus accrued interest .”
(h) The Redemption Amount of Basis Points applicable to the Redemption Date, or (b) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes used to be redeemed (not including any portion of payments of interest accrued as of calculate the Redemption Date), discounted Price pursuant to the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate plus Section 1108 of this Indenture shall be 25 basis points, plus accrued and unpaid interest to the Redemption Date. If notice has been given as provided in the Indenture and immediately available funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been delivered to the Paying Agent not later than 11:00 A.M. New York Time on the Redemption Date referred to in such notice, such Notes (or any portion thereof) shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes shall be to receive payment of the Redemption Price with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) shall be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption shall specify, among other items, which Notes shall be redeemed, the Redemption Date, the Redemption Price, and the principal amount of the Notes held by such Holder to be redeemed. The Company shall notify the Trustee at least 30 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of the Notes to be redeemed and their Redemption Date. If less than all the Notes of a series are to be redeemed, the Trustee shall select, in such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part. In the event of redemption of the outstanding principal amount of the Notes of a series in part only, a new Note (or Notes) for the amount of the unredeemed portion thereof shall be issued in the name of the Holder(s) thereto, upon cancellation thereof. The following definitions shall apply to the Notes:.
Appears in 1 contract
Samples: Eighteenth Supplemental Indenture (Quest Diagnostics Inc)
Terms of the Notes. Section 1.01 The following terms relating to the Notes are hereby established:
(1a) The Notes shall constitute a series of Senior Securities having the title “4.008.50% Notes due 2015”2029.” The Notes shall bear a CUSIP number of 390320 885 and an ISIN number of US3903208854.
(2b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Securities Notes authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Securities of the series Notes pursuant to Section 304, 305, 306, 906 906, 1107 or 1108 1305 of the Base Indenture, and except for any Securities that, pursuant to Section 303 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall initially be limited $30,000,000 (or up to $450,000,00034,500,000 aggregate principal amount if the underwriters’ over-allotment option is exercised in full). The Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or a Future Supplemental Indenture, the Company maymay from time to time, without the consent of the HoldersHolders of Notes, create and issue additional Notes (the in any such case “Additional Notes”) having the same ranking equally with and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and otherwise similar in the existing Notes will
constitute a single series under the Indenture and all respects so that references to the relevant Notes herein shall include the Additional Notes shall be consolidated and form a single series with unless the Notes. The Company may not issue Additional Notes if an Event of Default shall occur and be continuing with respect to the Notescontext otherwise requires.
(3c) Interest on any Note The Stated Maturity of the Notes shall be April 30, 2029. The entire outstanding principal of the Notes shall be payable only on the Stated Maturity, unless earlier redeemed or repurchased in accordance with the provisions of the Indenture.
(d) The rate at which the Notes shall bear interest shall be 8.50% per annum. The date from which interest shall accrue on the Notes shall be April 17, 2024 or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be March 31, June 30, September 30 and December 31 of each year, commencing June 30, 2024 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on 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 April 17, 2024, to, but excluding, the 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 that the Note (or one or more predecessor Notes thereofPredecessor Securities) is registered at the close of business on the Regular Record Date for such interest.
, which shall be March 15, June 15, September 15 and December 15 (4) The entire outstanding whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of the principal of the Notes shall be payable on January 15(and premium, 2015if any, which date shall be the Stated Maturity for the payment of principal on the Notes.
(5on) The rate at which the Notes shall bear and any such interest shall be 4.00% per annum; the date from which interest shall accrue on the Notes will be made at the office of the Trustee located at 0000 00xx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000, Attention: Great Elm Capital Corp. (8.50% Notes due 2029) and at such other address as designated by the Trustee, in such coin or currency of the United 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 be appear in the date hereofSecurity Register; the Interest Payment Dates for provided, further, however, that so long as the Notes on which interest shall are registered to Cede & Co., such payment will be payable shall be January 15 made by wire transfer in accordance with the procedures established by The Depository Trust Company and July 15 in each year, beginning July 15, 2010; the Regular Record Date for the interest payable Trustee. Interest on the Notes will be computed on any Interest Payment Date shall be the January 1 or July 1 preceding the applicable Interest Payment Date; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(6) [Reserved]
(7e) The Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be 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 principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be redeemed 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 203 and 305 of the Base Indenture.
(f) The depositary for such Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 1402 or Section 1403 of the Base Indenture. Covenant defeasance contained in Section 1403 of the Base Indenture shall apply to the covenants contained in Sections 1006, 1009 and 1010 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 1101 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, in whole on or in partafter April 30, 2026, at a redemption price (the “Redemption Price”) equal to the greater of (a) 100% of the outstanding principal amount thereof, plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to, but excluding, the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and electronically delivered through The Depository Trust Company or mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, to each Holder of the Notes to be redeemed, plus accrued interest not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, or at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 1104 of the Base Indenture.
(biii) as determined by Any exercise of the Quotation AgentCompany’s option to redeem the Notes will be done in compliance with the Investment Company Act, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notes, the sum Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 1103 of the present values Base Indenture, the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed, in each case to the extent applicable.
(v) Unless the Company defaults in payment of the remaining scheduled payments of principal Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes to be redeemed (not including any portion of payments of interest accrued as of the Redemption Date), discounted to the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate plus 25 basis points, plus accrued and unpaid interest to the Redemption Date. If notice has been given as provided in the Indenture and immediately available funds for the redemption of any Notes (or any portion thereof) called for redemption hereunder.
(i) The Notes shall have been delivered not be subject to the Paying Agent not later than 11:00 A.M. New York Time on the Redemption Date referred any sinking fund pursuant to in such notice, such Notes (or any portion thereof) shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right Section 1201 of the Base Indenture.
(j) The Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.
(k) Holders of the Notes will not have the option to have the Notes repaid prior to the Stated Maturity. Nothing in this Section shall be prohibit purchases by the Company in the open market, private transactions or otherwise prior to receive payment the Stated Maturity.
(l) The Notes are hereby designated as “Senior Securities” under the Indenture.
(m) For the avoidance of doubt, the reference in Section 301 of the Redemption Price Base Indenture to Senior Securities being unsubordinated and ranking equally and “pari passu” to all other Senior Indebtedness is intended to reflect that, notwithstanding that the Senior Securities are unsecured, the Senior Securities rank equally with the Senior Indebtedness solely with respect to such Notes or portion thereof so redeemed. Notice the right to seek and enforce payment from the Company but not in terms of any optional redemption collateral security or access to collateral or right to distributions or payments of proceeds of any Notes collateral (including without limitation, cash, accounts or other assets of the Company or any portion thereof) shall be given to Holders at their addressesof its subsidiaries), as shown in to which the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption shall specify, among other items, which Notes shall be redeemed, the Redemption Date, the Redemption Price, and the principal amount of the Notes held by such Holder to be redeemed. The Company shall notify the Trustee Senior Indebtedness has priority at least 30 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of the Notes to be redeemed and their Redemption Date. If less than all the Notes of a series are to be redeemed, the Trustee shall select, in such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part. In the event of redemption of the outstanding principal amount of the Notes of a series in part only, a new Note (or Notes) for the amount of the unredeemed portion thereof shall be issued in the name of the Holder(s) thereto, upon cancellation thereof. The following definitions shall apply to the Notes:times.
Appears in 1 contract
Terms of the Notes. The following terms relating to of the Notes are hereby establishedshall be as follows:
(1a) The the Securities to be issued under the Indenture and this First Supplemental Indenture shall be the Notes and shall be designated as the " Notes Due May 15, 2004";
(b) the Notes shall constitute a single series of the Securities having under the title “4.00% Indenture, which series is limited in aggregate principal amount to $450,000,000, of which Notes due 2015”.
(2) The in the aggregate principal amount of the Notes that $325,000,000 are being issued pursuant to this First Supplemental Indenture. Notwithstanding any other provision hereof, this First Supplemental Indenture may be authenticated and delivered under the Indenture (except for Securities authenticated and delivered upon registration of transfer of, amended or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1108 of the Indenture) shall initially be limited to $450,000,000. The Company may, supplemented without the consent of the HoldersHolders for the purpose of issuing additional securities up to such maximum aggregate principal amount of $450,000,000.
(c) interest on each of the Notes shall be payable (i), create and issue additional Notes until the adjustment (specified in Section 8), if any, at the “Additional Notes”) ranking equally with rate per annum specified in the Notes and otherwise similar (ii) from and after the date of the adjustment (specified in all respects so that Section 8), if any, at the Additional Notes shall Applicable Annual Interest Rate. Such interest will be consolidated payable from and form a single series with after the date of issuance of the Notes, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually, on May 15 and November 15 in each year, commencing on November 15, 1999 and as provided for in Section 8 hereof. The Company may not issue Additional Notes if an Event of Default shall occur interest so payable, and be continuing with respect to the Notes.
(3) Interest punctually paid or duly provided for, on any Note shall Interest Payment Date will be payable only paid to the Person in whose name that such Note (or one or more predecessor Notes thereofPredecessor Securities) is registered at the close of business on the Regular Record Date for such interest., which shall be the May 1 or November 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date by virtue of having been such a Holder and shall be paid by the Company as provided in Section 307 of the Indenture;
(4d) The entire outstanding the Notes shall be subject to an interest rate adjustment as provided in Section 8 hereof;
(e) principal on the notes shall be payable on May 15, 2004 ("Maturity") unless earlier redeemed, repurchased or accelerated;
(f) the Notes shall be guaranteed by Citizens Guarantor and/or Citizens Newco Guarantor, as applicable, as provided in Sections 6 and 7 hereof;
(g) some or all of the Notes shall be payable on January 15repurchased by the Company at the option of the holder as provided in Section 4 hereof;
(h) some or all of the Notes may be redeemed by the Company as provided in Section 5 hereof;
(i) as provided in Sections 1301, 20151302, which date shall be 1303 and 1304 of the Stated Maturity for Indenture, the payment of principal on Company may terminate its obligations under the Notes., the Indenture and this First Supplemental Indenture with respect to the Notes and may omit to comply with any term, provision or condition or any obligation of the Company contemplated by this First Supplemental Indenture. Upon the Company's exercise of the option to effect defeasance under Sections 1302, 1303 and 1304 of the Indenture and the effectiveness of such defeasance in accordance with and subject to the applicable terms of Sections 1302, 1303 and 1304 of the Indenture, the Company and the then current Guarantor or Guarantors shall each be released from all of its obligations with respect to the Notes, the Indenture and the First Supplemental Indenture as provided in Section 1302, 1303 or 1304, as the case may be, except for those provisions identified in Article XIII of the Indenture as not subject to covenant defeasance and those provisions which the Company elects to comply with and not to make the subject of a covenant defeasance in an Officer's Certificate delivered to the Trustee;
(5j) unless otherwise provided with respect to a Book- Entry Security or pursuant to any successor book-entry security system or similar system, payments of interest will be made by check mailed to the Holder of each Note at the address shown in the Security Register or, at the option of the Holder, to such other place in the United States of America as the Holder shall designate to the Trustee in writing. The rate principal amount of the Notes will be paid at which Maturity by check against presentation of the Notes at the office or agency of Citibank, N.A., as Trustee, in New York, New York, or such other address in New York, New York, as the Trustee shall designate by written notice to the Holders of the Notes;
(k) the Notes shall bear be issued in registered form only and in denominations of $1,000 or any amount in excess thereof which is an integral multiple of $1,000;
(l) principal of (and premium, if any) and interest shall be 4.00% per annum; the date from which interest shall accrue on the Notes shall be payable in the date hereof; coin or currency of the Interest Payment Dates United States of America, which, at the time of payment, is legal tender for the Notes on which interest shall be payable shall be January 15 public and July 15 in each year, beginning July 15, 2010; the Regular Record Date for the interest payable on the Notes on any Interest Payment Date shall be the January 1 or July 1 preceding the applicable Interest Payment Date; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.private debts;
(6m) [Reserved]
(7) The Notes may be redeemed at any time at the option of the Company, in whole or in part, at a redemption price (the “Redemption Price”) equal to the greater of (a) 100% of the principal amount of the Notes to be redeemed, plus accrued interest to the Redemption Date, or (b) so long as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of payments of interest accrued as of the Redemption Date), discounted to the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate plus 25 basis points, plus accrued and unpaid interest to the Redemption Date. If notice has been given as provided in the Indenture and immediately available funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been delivered to the Paying Agent not later than 11:00 A.M. New York Time on the Redemption Date referred to in such notice, such Notes (or any portion thereof) shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes shall be to receive payment of the Redemption Price with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) shall be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption shall specify, among other items, which Notes shall be redeemed, the Redemption Date, the Redemption Price, and the principal amount of the Notes held by such Holder to be redeemed. The Company shall notify the Trustee at least 30 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of the Notes to be redeemed and their Redemption Date. If less than all the Notes of a series are to be redeemed, the Trustee shall select, in such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part. In the event of redemption of the outstanding principal amount of the Notes of a series in part only, a new Note (or Notes) for the amount of the unredeemed portion thereof shall be issued registered in the name of Cede & Co., or any other nominee of The Depository Trust Company ("DTC"), and are intended to be Book-Entry Securities, the Holder(s) thereto, upon cancellation thereof. The following definitions provisions of Section 311 of the Indenture shall apply to such Notes. Thereafter the Notes:Notes may be subjected to the requirements of a successor book-entry securities system that may be adopted by the Company in accordance with the provisions of the Indenture and this First Supplemental Indenture;
Appears in 1 contract
Samples: First Supplemental Indenture (Electric Lightwave Inc)
Terms of the Notes. The following terms relating relate to the Notes are hereby establishedNotes:
(1a) The Notes shall constitute a separate series of Securities under the Base Indenture having the title “4.00% Senior Floating Rate Notes due 20152021.”.
(2b) The aggregate principal amount of the Notes (the “Initial Notes”) that may be initially authenticated and delivered under the Indenture shall be $650,000,000.
(except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1108 of the Indenturec) shall initially be limited to $450,000,000. The Company maymay from time to time, without the consent of the HoldersHolders of the Notes, create and issue additional Notes (the in any such case “Additional Notes”) having the same ranking equally with and the Notes same interest rate provisions, maturity and otherwise similar other terms (except for the issue date and, in all respects so that some cases, the public offering price and the first interest payment date) as the Initial Notes. The aggregate principal amount of the Additional Notes shall be consolidated unlimited.
(d) Any Additional Notes and form the Initial Notes shall 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. In the above case, if any such Additional Notes are not fungible with the Notes. The Company may not issue previously issued Notes for U.S. federal income tax purposes, such Additional Notes if an Event of Default shall occur and will be continuing issued with respect to a different CUSIP number as the previously issued Notes, as applicable.
(3) Interest on any Note shall be payable only to the Person in whose name that Note (or one or more predecessor Notes thereof) is registered at the close of business on the Regular Record Date for such interest.
(4e) The entire outstanding principal of the Notes shall be payable on January 15March 1, 2015, which date shall be the Stated Maturity for the payment of principal on the Notes2021.
(5f) The interest rate at which for the Notes shall bear Initial Interest Period means the Three-Month LIBOR, as determined on August 15, 2017, plus a margin of 0.95%. Thereafter, the interest shall rate for any Interest Period will be 4.00% per annum; the date from which interest shall accrue Three-Month LIBOR, as determined on the applicable Interest Determination Date, plus a margin of 0.95%. Interest on the Notes shall be computed and paid on the basis of the actual number of days in the relevant Initial Interest Period or Interest Period divided by 360. The interest rate will be reset quarterly on each Interest Reset Date. The interest rate applicable to each Interest Period commencing on the related Interest Reset Date, or August 17, 2017 in the case of the Initial Interest Period, will be the rate determined as of the applicable Interest Determination Date.
(g) Interest shall be payable quarterly on each Interest Payment Date to Holders of record on the Record Date. Interest on the Notes shall accrue from and including the date hereof; the Notes are issued or from and including the most recent Interest Payment Date. If any Interest Payment Date, other than the maturity date, would otherwise be a day that is not a Business Day, the Interest Payment Dates for the Notes on which interest Date shall be payable shall be January 15 postponed to the immediately succeeding day that is a Business Day, with the same force and July 15 in each year, beginning July 15, 2010; the Regular Record Date for the interest payable effect as if made on the Notes on any date such payment was due, except that if that Business Day is in the immediately succeeding calendar month, the Interest Payment Date shall be the January 1 immediately preceding Business Day. If the maturity date of the Notes falls on a day that is not a Business Day, the payment of principal and interest will be made on the next succeeding Business Day, and no interest on such payment will accrue for the period from and after the maturity date. The Company shall make payments in respect of the Notes in global form (including principal, premium, if any, and interest) by wire transfer of immediately available funds to the accounts specified by DTC or July 1 preceding its nominee. The interest rate on the applicable Interest Payment Date; and the basis upon which interest Notes shall be calculated reset quarterly on each Interest Reset Date, provided that if any Interest Reset Date would otherwise be a day that is not a Business Day, the Interest Reset Date will be postponed to the immediately succeeding day that is a Business Day, except that if that Business Day is in the immediately succeeding calendar month, the Interest Reset Date shall be that the immediately preceding Business Day. Promptly upon calculation, the Calculation Agent will inform the Company of a 360-day year consisting the interest rate for the next Interest Period. Upon request from any Holder of twelve 30-day monthsthe Notes, the Calculation Agent will provide the interest rate in effect for such Notes for the current Interest Period and, if it has been determined, the interest rate to be in effect for the next Interest Period.
(6h) [Reserved]All percentages resulting from any calculation of the interest rate on the Notes will be rounded to the nearest one millionth of a percentage point with five ten millionths of a percentage point rounded upwards (e.g., 9.8765445% (or .098765445) would be rounded to 9.876545% (or .09876545)), and all dollar amounts used in or resulting from such calculation on the Notes will be rounded to the nearest cent (with one-half cent being rounded upwards).
(7i) Notwithstanding the foregoing, the interest rate on the Notes will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application. Additionally, the interest rate on the Notes will in no event be lower than zero.
(j) The Depositary for the Global Notes shall be The Depository Trust Company, New York, New York (“DTC”).
(k) The Notes that are issued in a registered offering pursuant to the Securities Act shall be substantially in the form attached hereto as Exhibit A, the terms of which are herein incorporated by reference. Such Global Notes shall be referred to collectively herein as the “Global Notes,” and shall be deposited with the Trustee, as custodian for 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 custodian for the Depositary or its nominee, as hereinafter provided.
(l) Each Global Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the applicable legends set forth in Exhibit A (the “Note Legends”) on the face thereof until the Note Legends are removed or not required.
(m) 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.
(n) The Notes may be redeemed at any time at by the option of the Company, in whole or in part, at a redemption price (the “Redemption Price”) equal Company prior to the greater of (a) 100% of the principal amount of the Notes to be redeemedmaturity date, plus accrued interest to the Redemption Date, or (b) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of payments of interest accrued as of the Redemption Date), discounted to the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate plus 25 basis points, plus accrued and unpaid interest to the Redemption Date. If notice has been given as provided in Section 1.05.
(o) The Notes will not have the Indenture and immediately available funds for the redemption benefit of any Notes sinking fund.
(or any portion thereofp) called for redemption shall have been delivered to the Paying Agent not later than 11:00 A.M. New York Time on the Redemption Date referred to in such noticeExcept as provided herein, such Notes (or any portion thereof) shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes shall have no special rights in addition to those provided in the Base Indenture upon the occurrence of any particular events.
(q) The Notes will be to receive payment direct, unconditional, senior unsecured and unsubordinated obligations of the Redemption Price with respect Company, and will rank equal in right of payment to such 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.
(r) The Notes are not convertible into shares of common stock or portion thereof so redeemed. Notice other securities of any optional redemption of any Notes the Company.
(or any portion thereofs) The restrictive covenants set forth in Section 1.06 shall be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption shall specify, among other items, which Notes shall be redeemed, the Redemption Date, the Redemption Price, and the principal amount of the Notes held by such Holder to be redeemed. The Company shall notify the Trustee at least 30 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of the Notes to be redeemed and their Redemption Date. If less than all the Notes of a series are to be redeemed, the Trustee shall select, in such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part. In the event of redemption of the outstanding principal amount of the Notes of a series in part only, a new Note (or Notes) for the amount of the unredeemed portion thereof shall be issued in the name of the Holder(s) thereto, upon cancellation thereof. The following definitions shall apply applicable to the Notes:.
Appears in 1 contract
Terms of the Notes. The following terms relating relate to the Notes are hereby establishedNotes:
(1) The Notes shall constitute a separate series of Securities Notes having the title “4.002.950% Senior Notes due 20152026”.
(2) The aggregate principal amount of the Notes (the “Initial Notes”) that may be initially authenticated and delivered under the Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1108 of the Indenture) shall initially be limited to $450,000,0001,200,000,000. The Company maymay from time to time, without the consent of the Holders, create and issue additional Notes (the in any such case, “Additional Notes”) ranking equally with having the same terms (except for the issue date, offering price and, if applicable, the first interest payment date) as the Initial Notes. Any Additional Notes and the Initial Notes shall 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 similar in all respects so that requires. The aggregate principal amount of the Additional Notes shall be consolidated and form a single series with the Notes. The Company may not issue Additional Notes if an Event of Default shall occur and be continuing with respect to the Notesunlimited.
(3) Interest on any Note shall be payable only to the Person in whose name that Note (or one or more predecessor Notes thereof) is registered at the close of business on the Regular Record Date for such interest.
(4) The entire outstanding Outstanding principal amount of the Notes shall be payable on January 15September 19, 2015, which date shall be the Stated Maturity for the payment of principal on the Notes2026.
(54) The rate at which the Notes shall bear interest shall be 4.002.950% per annum; the . The date from which interest shall accrue on the Notes shall be the date hereof; the most recent Interest Payment Date to which interest has been paid or provided for or, if no interest has been paid, from September 19, 2016. The Interest Payment Dates for the Notes on which interest shall be payable shall be January 15 March 19 and July 15 in September 19 of each year, beginning July 15March 19, 2010; 2017, until the Regular Record Date principal is paid or made available for the interest payment. Interest shall be payable in arrears on the Notes on any each Interest Payment Date shall be to the January 1 or July 1 preceding holders of record at the applicable close of business on the March 4 and September 4 prior to each Interest Payment Date; and the Date (each, 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.
(65) [Reserved]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.
(76) The Notes may be redeemed at any time at the option of the Company, in whole or in part, at a redemption price (the “Redemption Price”) equal Company prior to the greater of (a) 100% of the principal amount of the Notes to be redeemedmaturity date, plus accrued interest to the Redemption Date, or (b) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of payments of interest accrued as of the Redemption Date), discounted to the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate plus 25 basis points, plus accrued and unpaid interest to the Redemption Date. If notice has been given as provided in Section 1.3 hereof.
(7) The Notes shall not have the Indenture and immediately available funds for the redemption benefit of any Notes sinking fund.
(or any portion thereof) called for redemption 8) Except as provided herein, the Holders shall have been delivered no special rights in addition to those provided in the Paying Agent not later than 11:00 A.M. New York Time on Base Indenture upon the Redemption Date referred to in such notice, such Notes occurrence of any particular events.
(or any portion thereof9) shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the The Notes shall be to receive payment general unsecured and unsubordinated obligations of the Redemption Price with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) Company and shall be given to Holders at their addresses, as shown ranked equally among themselves.
(10) The Notes are not convertible into shares of common stock or other securities of the Company.
(11) The covenants set forth in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption shall specify, among other items, which Notes Section 1.4 hereof shall be redeemed, the Redemption Date, the Redemption Price, and the principal amount of the Notes held by such Holder to be redeemed. The Company shall notify the Trustee at least 30 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of the Notes to be redeemed and their Redemption Date. If less than all the Notes of a series are to be redeemed, the Trustee shall select, in such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part. In the event of redemption of the outstanding principal amount of the Notes of a series in part only, a new Note (or Notes) for the amount of the unredeemed portion thereof shall be issued in the name of the Holder(s) thereto, upon cancellation thereof. The following definitions shall apply 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 relating to the Notes are hereby established:
(1a) The Notes shall constitute a series of Securities having the title “4.00% Senior Notes due 20152033.”.
(2b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Securities Notes authenticated and delivered upon registration of transfer of, transfer of or in exchange for, or in lieu of, other Securities of the series Notes pursuant to Section Sections 304, 305, 306, 906 or 1108 1107 of the Indenture) shall initially be limited to $450,000,000750,000,000. The Company maymay from time to time, without the consent of the HoldersHolders of the Notes, create and issue additional Notes (the “Additional Notes”) having the same ranking equally with and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the Notes and otherwise similar in all respects so that shall include the Additional Notes shall be consolidated and form a single series with unless the Notes. The Company may not issue Additional Notes if an Event of Default shall occur and be continuing with respect to the Notescontext otherwise requires.
(3c) Interest on any Note The entire outstanding principal of the Notes shall be payable only on November 30, 2033 (the “Maturity”).
(d) The rate at which the Notes shall bear interest shall be 6.400% per annum, and the date from which interest shall accrue on the Notes shall be November 1, 2023, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be May 30 and November 30 of each year, beginning May 30, 2024; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid, in immediately available funds, to the Person Persons in whose name that Note names the Notes (or one or more predecessor Notes thereofPredecessor Securities) is registered at the close of business on the Regular Record Date for such interest.
(4) The entire outstanding principal of the Notes , which shall be payable on January May 15 or November 15, 2015as the case may be, which date shall be the Stated Maturity for the payment of principal on the Notes.
(5) The rate at which the Notes shall bear interest shall be 4.00% per annum; the date from which interest shall accrue next preceding such Interest Payment Date. Interest on the Notes shall will be the date hereof; the Interest Payment Dates for the Notes on which interest shall be payable shall be January 15 and July 15 in each year, beginning July 15, 2010; the Regular Record Date for the interest payable computed on the Notes on any Interest Payment Date shall be the January 1 or July 1 preceding the applicable Interest Payment Date; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
. Any such interest not punctually paid or duly provided for shall forthwith cease to be payable to the Holders on such Regular Record Date, and such Defaulted Interest, may be paid to the Persons in whose names the Notes (6or one or more Predecessor Securities) [Reserved]
(7) The is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not less than ten days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with requirements of any securities exchange on which the Notes may be redeemed at any time at the option of the Companylisted, and upon such notice as may be required by such exchange, all as more fully provided in whole or in part, at a redemption price (the “Redemption Price”) equal to the greater of (a) 100% of the principal amount of the Notes to be redeemed, plus accrued interest to the Redemption Date, or (b) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments said Indenture. Payment of principal and interest on the Notes to will be redeemed (not including any portion made at the Corporate Trust Office of payments the Trustee or such other office or agency of the Company as may be designated for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that each installment of interest accrued as of and principal on the Redemption Date), discounted to the Redemption Date on a semi-annual basis Notes may at the Adjusted Treasury Rate plus 25 basis points, plus accrued and unpaid interest to the Redemption Date. If notice has been given as provided Company’s option be paid in the Indenture and immediately available funds for by transfer to an account maintained by the redemption of any Notes payee located in the United States.
(or any portion thereofe) called for redemption shall have been delivered to the Paying Agent not later than 11:00 A.M. New York Time on the Redemption Date referred to in such notice, such Notes (or any portion thereof) shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the The Notes shall be to receive payment issuable in whole in the registered form of the Redemption Price with respect to such Notes one or portion thereof so redeemed. Notice of any optional redemption of any more Global Notes (or any portion thereof) shall be given to Holders at their addresseswithout coupons), as shown in and the security register Depository for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption shall specify, among other items, which such Global Notes shall be redeemedThe Depository Trust Company, New York, New York.
(f) The references to “30 days” in the Redemption Date, the Redemption Price, and the principal amount first sentence of the Notes held by such Holder to be redeemed. The Company shall notify the Trustee at least 30 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of the Notes to be redeemed and their Redemption Date. If less than all the Notes of a series are to be redeemed, the Trustee shall select, in such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part. In the event of redemption of the outstanding principal amount of the Notes of a series in part only, a new Note (or Notes) for the amount of the unredeemed portion thereof Section 1104 shall be issued in the name of the Holder(s) thereto, upon cancellation thereof. The following definitions shall apply to the Notes:replaced with “10 days.”
Appears in 1 contract
Samples: Twenty Second Supplemental Indenture (Quest Diagnostics Inc)
Terms of the Notes. Principal, maturity and interest The following terms relating to the Issuer will issue Notes are hereby established:
(1) The Notes shall constitute in exchange for a series of Securities having the title “4.00% Notes due 2015”.
(2) The aggregate like principal amount of Loans as set forth in the Interim Credit Agreement. The Notes that may be authenticated will mature on February 28, 2015. Except for Notes issued in exchange for Loans and delivered under any PIK Notes (as defined below), the Indenture will not permit the issuance of any additional Notes (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1108 of the Indenture) shall initially be limited to $450,000,000replacement Notes). The Company Notes will be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Issuer may, without the consent of the Holders, create Holders (and issue additional Notes (the without regard to any restrictions or limitations set forth under “Additional NotesCertain Covenants—Limitation on Incurrence of Indebtedness”) ranking equally with the Notes and otherwise similar in all respects so that the Additional Notes shall be consolidated and form a single series with the Notes. The Company may not issue Additional Notes if an Event of Default shall occur and be continuing with respect to the Notes.
(3) Interest on any Note shall be payable only to the Person in whose name that Note (or one or more predecessor Notes thereof) is registered at the close of business on the Regular Record Date for such interest.
(4) The entire outstanding principal of the Notes shall be payable on January 15, 2015, which date shall be the Stated Maturity for the payment of principal on the Notes.
(5) The rate at which the Notes shall bear interest shall be 4.00% per annum; the date from which interest shall accrue on the Notes shall be the date hereof; the Interest Payment Dates for the Notes on which interest shall be payable shall be January 15 and July 15 in each year, beginning July 15, 2010; the Regular Record Date for the interest payable on the Notes on any Interest Payment Date shall be the January 1 or July 1 preceding the applicable Interest Payment Date; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(6) [Reserved]
(7) The Notes may be redeemed at any time at the option of the Company, in whole or in part, at a redemption price (the “Redemption Price”) equal to the greater of (a) 100% of the principal amount of the Notes to be redeemed, plus accrued interest to the Redemption Date, or (b) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of payments of interest accrued as of the Redemption Date), discounted to the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate plus 25 basis points, plus accrued and unpaid interest to the Redemption Date. If notice has been given as provided in the Indenture and immediately available funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been delivered to the Paying Agent not later than 11:00 A.M. New York Time on the Redemption Date referred to in such notice, such Notes (or any portion thereof) shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes shall be to receive payment of the Redemption Price with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) shall be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption shall specify, among other items, which Notes shall be redeemed, the Redemption Date, the Redemption Price, and the principal amount of the Notes held by such Holder to be redeemed. The Company shall notify the Trustee at least 30 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of the Notes to be redeemed and their Redemption Date. If less than all the Notes of a series are to be redeemed, the Trustee shall select, in such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part. In the event of redemption of increase the outstanding principal amount of the Notes or issue additional Notes (“PIK Notes”) under the Indenture on the same terms and conditions as the Notes issued on the Issue Date (in each case, the “PIK Payment”). Interest on the Notes will accrue at a rate per annum equal to 15.5% per annum and will be payable semi-annually in arrears on March 1 and September 1 commencing on the first such date to occur following the issuance of any Notes to the Holders of record of Notes on the immediately preceding February 15 and August 15. Interest on each Note will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including the date of issuance of such Note or the most recent date to which interest has been paid on the Loans exchanged for such Note, if applicable. Interest on the Notes will be computed on the basis of a series 360-day year comprised of twelve 30-day months. The Issuer may, at its option, elect to pay interest on the Notes (i) entirely in part onlycash (“Cash Interest”), (ii) by paying Cash Interest and by increasing the principal amount of the outstanding Notes or by issuing PIK Notes (“PIK Interest”); provided, however, that (A) during any Interest Period during the first twelve months after the Issue Date, no more than 2.5% of the 15.5% interest may be paid in the form of PIK Interest, and (B) during any Interest Period after the first twelve months after the Issue Date, no more than 1.5% of the 15.5% of interest may be paid in the form of PIK Interest. The Issuer must elect the form of interest payment with respect to each Interest Period by delivering a new Note notice to the Trustee prior to the beginning of each Interest Period. The Trustee shall promptly deliver a corresponding notice to the holders. In the absence of such an election for any Interest Period, interest on the Notes will be payable in the form of the interest payment for the prior Interest Period. PIK Interest on the Notes will be payable (x) with respect to the Notes represented by one or Notesmore global notes registered in the name of, or held by, The Depository Trust Company (“DTC”) for or its nominee on the relevant record date, by increasing the principal amount of the outstanding Notes represented by such global notes by an amount equal to the amount of PIK Interest for the unredeemed portion thereof applicable period (rounded up to the nearest $1,000) and (y) with respect to Notes represented by certificated notes, by issuing PIK Notes in certificated form in an aggregate principal amount equal to the amount of PIK Interest for the applicable Interest Period (rounded up to the nearest whole dollar) and the Trustee will, at the request of the Issuer, authenticate and deliver such PIK Notes in certificated form for original issuance to the holders on the relevant record date, as shown by the records of the register of such holders. Following an increase in the principal amount of the outstanding Notes represented by global notes as a result of a PIK Payment, such Notes will bear interest on such increased principal amount from and after the date of such PIK Payment. Any PIK Notes issued in certificated form will be dated as of the applicable interest payment date and will bear interest from and after such date. All PIK Notes issued pursuant to a PIK Payment will mature on February 28, 2015 and will be governed by, and subject to the terms, provisions and conditions of, the Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued in with the name description “PIK” on the face of the Holder(s) thereto, upon cancellation thereof. The following definitions shall apply to the Notes:such PIK Note.
Appears in 1 contract
Samples: Credit Agreement (Solutia Inc)
Terms of the Notes. The following terms relating to the Notes are hereby established:
(1a) The Notes shall constitute a series of Securities having the title “4.00% Senior Notes due 20152030.”.
(2b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Securities Notes authenticated and delivered upon registration of transfer of, transfer of or in exchange for, or in lieu of, other Securities of the series Notes pursuant to Section Sections 304, 305, 306, 906 or 1108 1107 of the Indenture) shall initially be limited to $450,000,000800,000,000. The Company maymay from time to time, without the consent of the HoldersHolders of the Notes, create and issue additional Notes (the “Additional Notes”) having the same ranking equally with and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the Notes and otherwise similar in all respects so that shall include the Additional Notes shall be consolidated and form a single series with unless the Notes. The Company may not issue Additional Notes if an Event of Default shall occur and be continuing with respect to the Notescontext otherwise requires.
(3c) Interest on any Note The entire outstanding principal of the Notes shall be payable only on June 30, 2030 (the “Maturity”).
(d) The rate at which the Notes shall bear interest shall be 2.950% per annum, and the date from which interest shall accrue on the Notes shall be December 16, 2019, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be June 30 and December 30 of each year, beginning June 30, 2020; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid, in immediately available funds, to the Person Persons in whose name that Note names the Notes (or one or more predecessor Notes thereofPredecessor Securities) is registered at the close of business on the Regular Record Date for such interest.
(4) The entire outstanding principal of the Notes , which shall be payable on January June 15 or December 15, 2015as the case may be, which date shall be the Stated Maturity for the payment of principal on the Notes.
(5) The rate at which the Notes shall bear interest shall be 4.00% per annum; the date from which interest shall accrue next preceding such Interest Payment Date. Interest on the Notes shall will be the date hereof; the Interest Payment Dates for the Notes on which interest shall be payable shall be January 15 and July 15 in each year, beginning July 15, 2010; the Regular Record Date for the interest payable computed on the Notes on any Interest Payment Date shall be the January 1 or July 1 preceding the applicable Interest Payment Date; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. Any such interest not punctually paid or duly provided for shall forthwith cease to be payable to the Holders on such Regular Record Date, and such Defaulted Interest, may be paid to the Persons in whose names the Notes (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not less than ten days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of principal and interest on the Notes will be made at the Corporate Trust Office of the Trustee or such other office or agency of the Company as may be designated for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that each installment of interest and principal on the Notes may at the Company’s option be paid in immediately available funds by transfer to an account maintained by the payee located in the United States.
(6) [Reserved]
(7e) The Notes shall be issuable in whole in the registered form of one or more Global Notes (without coupons), and the Depository for such Global Notes shall be The Depository Trust Company, New York, New York.
(f) The references to “30 days” in the first sentence of Section 1104 shall be replaced with “15 days.”
(g) The words “prior to the Par Call Date” shall be inserted in the first sentence of Section 1108, immediately following the phrase “At any time and from time to time” and immediately preceding the phrase “, the Securities of any series.”
(h) The following sentence shall be inserted immediately following clause (b) of the first sentence of Section 1108: “On or after the Par Call Date, the Notes may be redeemed redeemed, as a whole at any time or in part from time to time, at the option of the Company, in whole or in parton at least 15 days, but not more than 60 days, prior notice mailed to the registered address of each holder of the Notes, at a redemption price (the “Redemption Price”) equal to the greater of (a) 100% of the principal amount of the Notes to be being redeemed, plus accrued interest .”
(i) The Redemption Amount of Basis Points applicable to the Redemption Date, or (b) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes used to be redeemed (not including any portion of payments of interest accrued as of the Redemption Date), discounted to the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate plus 25 basis points, plus accrued and unpaid interest to the Redemption Date. If notice has been given as provided in the Indenture and immediately available funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been delivered to the Paying Agent not later than 11:00 A.M. New York Time on the Redemption Date referred to in such notice, such Notes (or any portion thereof) shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes shall be to receive payment of calculate the Redemption Price with respect pursuant to such Notes or portion thereof so redeemed. Notice Section 1108 of any optional redemption of any Notes (or any portion thereof) this Indenture shall be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption shall specify, among other items, which Notes shall be redeemed, the Redemption Date, the Redemption Price, and the principal amount of the Notes held by such Holder to be redeemed. The Company shall notify the Trustee at least 30 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of the Notes to be redeemed and their Redemption Date. If less than all the Notes of a series are to be redeemed, the Trustee shall select, in such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part. In the event of redemption of the outstanding principal amount of the Notes of a series in part only, a new Note (or Notes) for the amount of the unredeemed portion thereof shall be issued in the name of the Holder(s) thereto, upon cancellation thereof. The following definitions shall apply to the Notes:20 basis points.
Appears in 1 contract
Samples: Twentieth Supplemental Indenture (Quest Diagnostics Inc)
Terms of the Notes. The following terms relating to the Notes are hereby established:
(1a) The title of the Notes shall constitute a series of Securities having the title be “4.006.100% Subordinated Tier 2 Notes due 20152023”.;
(2b) The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture shall not initially exceed $1,000,000,000 (except for Securities authenticated and delivered upon registration of transfer of, or as otherwise provided in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1108 of the Indenture) shall initially be limited to $450,000,000. The Company may, without the consent of the Holders, create and issue additional Notes (the “Additional Notes”) ranking equally with the Notes and otherwise similar in all respects so that the Additional Notes shall be consolidated and form a single series with the Notes. The Company may not issue Additional Notes if an Event of Default shall occur and be continuing with respect to the Notes.);
(3c) Interest Principal on any Note shall be payable only to the Person in whose name that Note (or one or more predecessor Notes thereof) is registered at the close of business on the Regular Record Date for such interest.
(4) The entire outstanding principal of the Notes shall be payable on January 15June 10, 2015, which date 2023;
(d) The Notes shall be the Stated Maturity for the payment of principal issued in global registered form on the Notes.
(5) The rate at which the Notes June 10, 2013; and shall bear interest shall be 4.00% per annum; the date from which interest shall accrue June 10, 2013 at an annual rate of 6.100%, payable semi-annually in arrears on June 10 and December 10 in each year commencing December 10, 2013 (each, an “Interest Payment Date”). Interest on the Notes shall will be the date hereof; the Interest Payment Dates for the Notes on which interest shall be payable shall be January 15 and July 15 in each year, beginning July 15, 2010; the Regular Record Date for the interest payable calculated on the Notes on any Interest Payment Date shall be the January 1 or July 1 preceding the applicable Interest Payment Date; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting divided into twelve months of twelve 30-30 days each and, in the case of an incomplete month, the actual number of days elapsed in such period. The Regular Record Dates for the Notes will be the 26th day monthsof each May and November, whether or not a Business Day, immediately preceding the relevant Interest Payment Date. The Company’s obligation to pay the principal of and any interest on the Notes shall not be deferrable.
(6e) [Reserved]No premium, upon redemption or otherwise, shall be payable by the Company on the Notes;
(7f) Principal of and any interest on the Notes shall be paid to the Holder through The Bank of New York Mellon, as paying agent of the Company having offices in London, United Kingdom;
(g) The Notes may shall not be redeemed at redeemable except as provided in Article 11 of the Base Indenture, as amended by Section 3.13 of this Second Supplemental Indenture. In connection with any time redemption of Notes pursuant to Section 11.08 of the Base Indenture, as amended by Section 3.13 of this Second Supplemental Indenture, the date referenced therein shall be June 3, 2013;
(h) The Company shall have no obligation to redeem or purchase the Notes pursuant to any sinking fund or analogous provision;
(i) The Notes shall be issued only in denominations of $2,000 and integral multiples of $1,000 in excess thereof;
(j) The principal amount of, and any accrued interest on, the Notes shall be payable upon the declaration of acceleration thereof pursuant to Section 5.02 of the Base Indenture as amended by Section 3.10 of the First Supplemental Indenture;
(k) Additional Amounts shall only be payable on the Notes pursuant to Section 10.04 of the Base Indenture as amended by Section 3.30 of the First Supplemental Indenture;
(l) The Notes shall not be converted into or exchanged at the option of the Company, in whole Company or in part, at a redemption price (the “Redemption Price”) equal to the greater of (a) 100% otherwise for stock or other securities of the principal amount of the Company;
(m) The Notes to shall be redeemed, plus accrued interest to the Redemption Date, or denominated in U.S. Dollars;
(bn) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments The payment of principal of and interest interest, if any, on the Notes to be redeemed (not including any portion of payments of interest accrued as of the Redemption Date), discounted to the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate plus 25 basis points, plus accrued and unpaid interest to the Redemption Date. If notice has been given as provided in the Indenture and immediately available funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been delivered to the Paying Agent not later than 11:00 A.M. New York Time on the Redemption Date referred to in such notice, such Notes (or any portion thereof) shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes shall be to receive payable in U.S. Dollars;
(o) The payment of principal of and interest, if any, on the Redemption Price with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) shall be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption shall specify, among other items, which Notes shall be redeemed, payable only in the Redemption Date, the Redemption Price, and the principal amount of coin or currency in which the Notes held by such Holder are denominated which, pursuant to (n) above, shall be redeemed. U.S. Dollars;
(p) The Company shall notify the Trustee at least 30 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of the Notes to be redeemed and their Redemption Date. If less than all the Notes of a series are to be redeemed, the Trustee shall select, in such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part. In the event of redemption of the outstanding principal amount of the Notes of a series in part only, a new Note (or Notes) for the amount of the unredeemed portion thereof shall will be issued in the name form of one or more global securities in registered form, without coupons attached, and the initial Holder with respect to each such global security shall be Cede & Co., as nominee of The Depository Trust Company;
(q) Except in limited circumstances, the Notes will not be issued in definitive form;
(r) There is no Calculation Agent for the Notes;
(s) The Events of Default on the Notes are as set forth in Section 5.01 of the Holder(sBase Indenture and Defaults are set forth in Section 5.03 of the Base Indenture as amended by Section 3.07 of this Second Supplemental Indenture;
(t) theretoThe subordination terms of the Notes are as set forth in Article 12 of the Base Indenture as amended by Sections 3.32 to 3.35 (inclusive) of the First Supplemental Indenture; and
(u) The form of the Note shall be evidenced by one or more global notes in registered form (each, upon cancellation thereof. The following definitions shall apply a “Global Note”) substantially in the form of Exhibit A to the Notes:this Second Supplemental Indenture.
Appears in 1 contract
Samples: Second Supplemental Indenture (Royal Bank of Scotland Group PLC)
Terms of the Notes. The following terms relating to the Notes are hereby established:
(1a) The Notes shall constitute a series of Senior Securities having the title “4.006.125% Notes due 2015”2023.” The Notes shall bear a CUSIP number of 872438 403 and an ISIN number of US8724384032.
(2b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Securities Notes authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Securities Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.07 or 13.05 of the series Base Indenture, and except for any Securities that, pursuant to Section 3043.03 of the Base Indenture, 305, 306, 906 or 1108 of are deemed never to have been authenticated and delivered under the Indenture) shall initially be limited $57,500,000. Under a Board Resolution, Officers’ Certificate pursuant to $450,000,000. The Board Resolutions or Future Supplemental Indenture, the Company maymay from time to time, without the consent of the HoldersHolders of Notes, create and issue additional Notes (the in any such case “Additional Notes”) having the same ranking equally with and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and otherwise similar in the existing Notes will constitute a single series under the Indenture and all respects so that references to the relevant Notes herein shall include the Additional Notes shall be consolidated and form a single series with unless the Notes. The Company may not issue Additional Notes if an Event of Default shall occur and be continuing with respect to the Notescontext otherwise requires.
(3c) Interest on any Note The entire outstanding principal of the Notes shall be payable only on October 30, 2023.
(d) The rate at which the Notes shall bear interest shall be 6.125% per annum. The date from which interest shall accrue on the Notes shall be October 5, 2018, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be March 30, June 30, September 30, and December 30 of each year, commencing December 30, 2018 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on 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 October 5, 2018, to, but excluding, the 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 that the Note (or one or more predecessor Notes thereofPredecessor Securities) is registered at the close of business on the Regular Record Date for such interest.
, which shall be March 15, June 15, September 15, or December 15 (4) The entire outstanding whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of principal of the Notes shall be payable on January 15(and premium, 2015if any, which date shall be the Stated Maturity for the payment of principal on the Notes.
(5on) The rate at which the Notes shall bear and any such interest shall be 4.00% per annum; the date from which interest shall accrue on the Notes will be made at the office of the Trustee located at 000 Xxxxxxxx Xxxxxx East, Mailcode: EP-MN-WS2N, Xx. Xxxx, MN 55107, Attention: Bondholder Services, EP-MN-WS2N, Reference: THL Credit, Inc. (6.125% Notes Due 2023) or at such other address as designated by the Trustee, in such coin or currency of the United 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 be appear in the date hereofSecurity Register; the Interest Payment Dates for provided, further, however, that so long as the Notes on which interest shall are registered to Cede & Co., such payment will be payable shall be January 15 made by wire transfer in accordance with the procedures established by The Depository Trust Company and July 15 in each year, beginning July 15, 2010; the Regular Record Date for the interest payable Trustee. Interest on the Notes will be computed on any Interest Payment Date shall be the January 1 or July 1 preceding the applicable Interest Payment Date; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(6) [Reserved]
(7e) The Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be 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 redeemed 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 (the “Depositary”) shall be The Depository Trust Company, New York, New York. 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, in whole on or in partafter October 30, 2021, at a redemption price (the “Redemption Price”) equal to the greater of (a) 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, provided that so long as the Notes are registered to Cede & Co., such notice shall be given in accordance with the Trustee’s and the Depositary’s standard practices and procedures, to each Holder of the Notes to be redeemed, plus accrued interest not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04 of the Base Indenture.
(iii) Any exercise of the Company’s option to redeem the Notes will be done in compliance with the Indenture and the Investment Company Act and the rules, regulations and interpretations promulgated thereunder, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 11.03 of the Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed (b) as determined which rules will be certified to the Trustee by the Quotation AgentCompany or such national securities exchange at the Trustee’s request), in each case, to the sum extent applicable.
(v) Unless the Company defaults in payment of the present values of Redemption Price, on and after the remaining scheduled payments of principal and Redemption Date, interest will cease to accrue on the Notes to be redeemed (not including any portion of payments of interest accrued as of the Redemption Date), discounted to the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate plus 25 basis points, plus accrued and unpaid interest to the Redemption Date. If notice has been given as provided in the Indenture and immediately available funds for the redemption of any Notes (or any portion thereof) called for redemption hereunder.
(i) The Notes shall have been delivered not be subject to the Paying Agent not later than 11:00 A.M. New York Time on the Redemption Date referred any sinking fund pursuant to in such notice, such Notes (or any portion thereof) shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right Section 12.01 of the Base Indenture.
(j) The Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.
(k) Holders of the Notes shall be will not have the option to receive payment of have the Redemption Price with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) shall be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days repaid prior to the date fixed for redemption. Stated Maturity.
(l) The notice of redemption shall specify, among other items, which Notes shall be redeemed, are hereby designated as “Senior Securities” under the Redemption Date, the Redemption Price, and the principal amount of the Notes held by such Holder to be redeemed. The Company shall notify the Trustee at least 30 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of the Notes to be redeemed and their Redemption Date. If less than all the Notes of a series are to be redeemed, the Trustee shall select, in such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part. In the event of redemption of the outstanding principal amount of the Notes of a series in part only, a new Note (or Notes) for the amount of the unredeemed portion thereof shall be issued in the name of the Holder(s) thereto, upon cancellation thereof. The following definitions shall apply to the Notes:Indenture.
Appears in 1 contract
Terms of the Notes. The following terms relating relate to the Notes are hereby establishedNotes:
(1) The Notes shall constitute a separate series of Securities Notes having the title “4.002.000% Senior Notes due 20152025”.
(2) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1108 of the Indenture“Initial Notes”) shall initially be limited to $450,000,000€640,000,000. The Company maymay from time to time, without the consent of the HoldersHolders of Notes, create and issue additional Notes (the “Additional Notes”) having the same ranking equally with and the same interest rate, maturity and other terms as the Initial Notes. Any Additional Notes and the Initial Notes shall together constitute a single series under the Indenture and all references to the Notes shall include both the Initial Notes and otherwise similar in all respects so that the Additional Notes, unless the context otherwise requires. The aggregate principal amount of the Notes shall be consolidated and form a single series with the Notesunlimited. The Company may not issue Additional Notes if an Event of Default shall occur and be continuing with respect to the Notes.
(3) Interest on any Note shall be payable only to the Person in whose name that Note (or one or more predecessor Notes thereof) is registered at the close of business on the Regular Record Date for such interest.
(4) The entire outstanding Outstanding principal amount of the Notes shall be payable on January April 15, 2015, which date 2025. The principal of each Note payable at maturity or upon earlier redemption shall be paid against presentation and surrender of such Note at the Stated Maturity office or agency maintained for such purposes in London, initially, the payment Specified Office of principal on the NotesLondon Paying Agent.
(53) The rate at which the Notes shall bear interest shall be 4.002.000% per annum; the . The date from which interest shall accrue on the Notes shall be the date hereof; the most recent Interest Payment Date to which interest has been paid or provided for or, if no interest has been paid, from November 24, 2014. The Interest Payment Dates for the Notes on which interest shall be payable shall be January April 15 and July 15 in of each year, beginning July April 15, 2010; 2015, until the Regular Record Date principal is paid or made available for the interest payment. Interest shall be payable in arrears on the Notes on any each Interest Payment Date shall be to the January holders of record at the close of business on the April 1 or July 1 preceding the applicable prior to each Interest Payment Date; and , whether or not a Business Day, as the case may be (each such date being a “regular record date”). Interest on the notes shall be computed on the basis upon which interest shall be calculated shall be that of a 360-an ACTUAL/ACTUAL (ICMA) (as defined in the rulebook of ICMA) day year consisting of twelve 30-day monthscount convention.
(64) [Reserved]The Notes shall be issuable in whole in the form of one or more registered Global Securities, which shall be deposited with, or on behalf of, the 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 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 €100,000 or any integral multiple of €1,000 in excess thereof.
(75) The Notes may be redeemed at any time at the option of the Company, in whole or in part, at a redemption price (the “Redemption Price”) equal Company prior to the greater of (a) 100% of the principal amount of the Notes to be redeemedmaturity date, plus accrued interest to the Redemption Date, or (b) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of payments of interest accrued as of the Redemption Date), discounted to the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate plus 25 basis points, plus accrued and unpaid interest to the Redemption Date. If notice has been given as provided in Section 1.3 hereof.
(6) The Notes shall not have the Indenture and immediately available funds for the redemption benefit of any Notes sinking fund.
(or any portion thereof7) called for redemption shall have been delivered to Except as provided herein, the Paying Agent not later than 11:00 A.M. New York Time on the Redemption Date referred to in such notice, such Notes (or any portion thereof) shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of 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.
(8) The Notes shall be to receive payment general unsecured and unsubordinated obligations of the Redemption Price Company and shall be ranked equally among themselves.
(9) The Notes are not convertible into shares of common stock or other securities of the Company.
(10) The covenants set forth in Section 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, except that the first paragraph of Section 2.05(c) shall be modified with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) shall be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption shall specify, among other items, which Notes shall be redeemed, the Redemption Date, the Redemption Price, and the principal amount of the Notes held by such Holder to be redeemed. The Company shall notify the Trustee at least 30 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of the Notes to be redeemed and their Redemption Date. If less than all the Notes of a series are to be redeemed, the Trustee shall select, in such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part. In the event of redemption of the outstanding principal amount of the Notes of a series in part only, a new Note (or Notes) for the amount of the unredeemed portion thereof shall be issued in the name of the Holder(s) thereto, upon cancellation thereof. The following definitions shall apply to the Notesfollows:
Appears in 1 contract
Samples: Eighth Supplemental Indenture (Thermo Fisher Scientific Inc.)
Terms of the Notes. The following terms relating to the Notes are hereby established:
(1a) The Notes shall constitute a series of Senior Securities having the title “4.005.75% Notes due 2015”2024.” The Notes shall bear a CUSIP number of 652526 609 and an ISIN number of US6525266093.
(2b) The aggregate principal amount of the Notes (including the Existing Notes) that may be authenticated and delivered under the Indenture (except for Securities Notes authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Securities of the series Notes pursuant to Section Sections 304, 305, 306, 906 906, 1107 or 1108 1305 of the Base Indenture, and except for any Securities that, pursuant to Section 303 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall initially be limited $78,250,000. Under a Board Resolution, Officers’ Certificate pursuant to $450,000,000. The Board Resolutions or an indenture supplement, the Company maymay from time to time, without the consent of the HoldersHolders of Notes, create and issue additional Notes (the in any such case “Additional Notes”) having the same ranking equally with and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and otherwise similar in the existing Notes will constitute a single series under the Indenture and all respects so that references to the relevant Notes herein shall include the Additional Notes shall be consolidated and form a single series with unless the Notes. The Company may not issue Additional Notes if an Event of Default shall occur and be continuing with respect to the Notescontext otherwise requires.
(3) Interest on any Note shall be payable only to the Person in whose name that Note (or one or more predecessor Notes thereof) is registered at the close of business on the Regular Record Date for such interest.
(4c) The entire outstanding principal of the Notes shall be payable on January 15August 1, 2015, which date shall be the Stated Maturity for the payment of principal on the Notes2024.
(5d) The rate at which the Notes shall bear interest shall be 4.005.75% per annum; annum (the “Applicable Interest Rate”). The date from which interest shall accrue on the Notes shall be May 1, 2021, or the date hereofmost recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes on which interest shall be payable shall be January 15 February 1, May 1, August 1 and July 15 in November 1 of each year, beginning July 15commencing August 1, 2010; the Regular Record Date for the interest payable on the Notes on any 2021 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed
(e) The Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this Ninth 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 203 and 305 of the Base Indenture.
(f) The depositary for such Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the January 1 or July 1 preceding the applicable Interest Payment Date; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day monthsTrustee.
(6) [Reserved]
(7g) The Notes may shall be redeemed defeasible pursuant to Section 1402 or Section 1403 of the Base Indenture. Covenant defeasance contained in Section 1403 of the Base Indenture shall apply to the covenants contained in Sections 1007, 1008, and 1009 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 1101 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, in whole on or in partafter August 1, 2021, at a redemption price (the “Redemption Price”) equal to the greater of (a) 100% of the outstanding principal amount of the Notes to be redeemed, plus accrued interest to the Redemption Date, or (b) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of payments of interest accrued as of the Redemption Date), discounted to the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate plus 25 basis pointsthereof, plus accrued and unpaid interest to the Redemption Date. If notice has been given as provided in the Indenture and immediately available funds payments otherwise payable for the redemption of any Notes (or any portion thereof) called for redemption shall have been delivered to the Paying Agent not later than 11:00 A.M. New York Time on the Redemption Date referred to in such noticethen-current quarterly interest period accrued to, such Notes (or any portion thereof) shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes shall be to receive payment of the Redemption Price with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) shall be given to Holders at their addressesbut excluding, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption shall specify, among other items, which Notes shall be redeemed, the Redemption Date, the Redemption Price, and the principal amount of the Notes held by such Holder to be redeemed. The Company shall notify the Trustee at least 30 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of the Notes to be redeemed and their Redemption Date. If less than all the Notes of a series are to be redeemed, the Trustee shall select, in such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part. In the event of redemption of the outstanding principal amount of the Notes of a series in part only, a new Note (or Notes) for the amount of the unredeemed portion thereof shall be issued in the name of the Holder(s) thereto, upon cancellation thereof. The following definitions shall apply to the Notes:.
Appears in 1 contract
Samples: Supplemental Indenture (Newtek Business Services Corp.)
Terms of the Notes. The following terms relating relate to the Notes are hereby establishedNotes:
(1) The Notes shall constitute a separate series of Securities Notes having the title “4.003.000% Senior Notes due 20152023”.
(2) The aggregate principal amount of the Notes (the “Initial Notes”) that may be initially authenticated and delivered under the Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1108 of the Indenture) shall initially be limited to $450,000,0001,000,000,000. The Company maymay from time to time, without the consent of the HoldersHolders of Notes, create and issue additional Notes (the in any such case, “Additional Notes”) having the same ranking equally with and the same interest rate, maturity and other terms as the Initial Notes. Any Additional Notes and the Initial Notes shall 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 similar in all respects so that requires. The aggregate principal amount of the Additional Notes shall be consolidated and form a single series with the Notes. The Company may not issue Additional Notes if an Event of Default shall occur and be continuing with respect to the Notesunlimited.
(3) Interest on any Note shall be payable only to the Person in whose name that Note (or one or more predecessor Notes thereof) is registered at the close of business on the Regular Record Date for such interest.
(4) The entire outstanding Outstanding principal amount of the Notes shall be payable on January April 15, 2015, which date shall be the Stated Maturity for the payment of principal on the Notes2023.
(54) The rate at which the Notes shall bear interest shall be 4.003.000% per annum; the year. The date from which interest shall accrue on the Notes shall be the date hereof; the most recent Interest Payment Date to which interest has been paid or provided for or, if no interest has been paid, from April 13, 2016. The Interest Payment Dates for the Notes on which interest shall be payable shall be January April 15 and July October 15 in of each year, beginning July October 15, 2010; 2016, until the Regular Record Date principal is paid or made available for the interest payment. Interest shall be payable on the Notes on any each Interest Payment Date shall be to the January holders of record at the close of business on the April 1 or July and October 1 preceding the applicable prior to each Interest Payment Date; and the Date (each, 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.
(65) [Reserved]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.
(76) The Notes may be redeemed at any time at the option of the Company, in whole or in part, at a redemption price (the “Redemption Price”) equal Company prior to the greater of (a) 100% of the principal amount of the Notes to be redeemedmaturity date, plus accrued interest to the Redemption Date, or (b) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of payments of interest accrued as of the Redemption Date), discounted to the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate plus 25 basis points, plus accrued and unpaid interest to the Redemption Date. If notice has been given as provided in Section 1.3 hereof.
(7) The Notes will not have the Indenture and immediately available funds for the redemption benefit of any Notes sinking fund.
(or any portion thereof) called for redemption shall have been delivered to the Paying Agent not later than 11:00 A.M. New York Time on the Redemption Date referred to in such notice8) Except as provided herein, such Notes (or any portion thereof) shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes 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 to receive payment general unsecured and unsubordinated obligations of the Redemption Price with respect to such Company and will be ranked equally among themselves.
(10) The Notes are not convertible into shares of common stock or portion thereof so redeemed. Notice other securities of any optional redemption of any Notes the Company.
(or any portion thereof11) The restrictive covenant set forth in Section 1.4 hereof shall be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption shall specify, among other items, which Notes shall be redeemed, the Redemption Date, the Redemption Price, and the principal amount of the Notes held by such Holder to be redeemed. The Company shall notify the Trustee at least 30 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of the Notes to be redeemed and their Redemption Date. If less than all the Notes of a series are to be redeemed, the Trustee shall select, in such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part. In the event of redemption of the outstanding principal amount of the Notes of a series in part only, a new Note (or Notes) for the amount of the unredeemed portion thereof shall be issued in the name of the Holder(s) thereto, upon cancellation thereof. The following definitions shall apply applicable to the Notes:.
Appears in 1 contract
Samples: Twelfth Supplemental Indenture (Thermo Fisher Scientific Inc.)
Terms of the Notes. The following terms relating relate to the Notes are hereby establishedNotes:
(1a) The Notes shall constitute a separate series of Securities under the Base Indenture having the title “4.001.750% Senior Notes due 20152026.”.
(2b) The aggregate principal amount of the Notes (the “Initial Notes”) that may be initially authenticated and delivered under the Indenture shall be €650,000,000.
(except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1108 of the Indenturec) shall initially be limited to $450,000,000. The Company maymay from time to time, without the consent of the HoldersHolders of the Notes, create and issue additional Notes (the in any such case “Additional Notes”) having the same ranking equally with and the Notes same interest rate, maturity and otherwise similar other terms (except for the issue date and, in all respects so that some cases, the public offering price and the first interest payment date) as the Initial Notes. The aggregate principal amount of the Additional Notes shall be consolidated unlimited.
(d) Any Additional Notes and form the Initial Notes shall 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. In the above case, if any such Additional Notes are not fungible with the Notes. The Company may not issue previously issued Notes for U.S. federal income tax purposes, such Additional Notes if an Event of Default shall occur and will be continuing issued with respect to a different ISIN number as the previously issued Notes, as applicable.
(3) Interest on any Note shall be payable only to the Person in whose name that Note (or one or more predecessor Notes thereof) is registered at the close of business on the Regular Record Date for such interest.
(4e) The entire outstanding principal of the Notes shall be payable on January 15, 2015, which date shall be the Stated Maturity for the payment of principal on the Notes.
(5) 2026. The rate at which the Notes shall bear interest shall be 4.001.750% per annum; the year. The date from which interest shall accrue on the Notes shall be September 26, 2018, or the date hereof; the most recent Interest Payment Date to which interest has been paid or provided for. The Interest Payment Dates for the Notes on which interest shall be payable shall be January 15 and July 15 in of each year, beginning July January 15, 2010; the Regular Record Date for the interest 2019.
(f) Interest shall be payable on the Notes on any each Interest Payment Date shall be to the Holders of record of the Notes at the close of business on the January 1 or July 1 immediately preceding the applicable each Interest Payment Date; and the Date (each, a “regular record date”). The basis upon which interest shall be calculated shall be that of a 360-day year consisting the actual number of twelve 30-day monthsdays in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the Notes (or September 26, 2018, if no interest has been paid on the Notes), to, but excluding. the next scheduled Interest Payment Date. This payment convention is referred to as “ACTUAL/ACTUAL (ICMA),” as defined in the rulebook of the International Capital Market Association.
(6g) [Reserved]The Depositary for the Global Notes shall be the common depositary on behalf of Euroclear and Clearstream.
(7i) The Company initially appoints Elavon Financial Services DAC, UK Branch as paying agent with respect to the Notes pursuant to Section 3.04 of the Base Indenture until such time as the Paying Agent has resigned or a successor has been appointed. The Paying Agent hereby accepts such initial appointment, and the Company confirms that such initial appointment is acceptable to it. The Paying Agent shall have all of the rights, privileges, protections and immunities granted to the Trustee in the Indenture. Payment of the principal amount of the Notes, and any premium, interest or Additional Amounts on the Notes, will be payable at the office of the Paying Agent at Fifth Floor, 000 Xxx Xxxxx Xxxxxx, Xxxxxx, XX0X 0XX, Xxxxxx Xxxxxxx, until such time as the Company designates an alternate place of payment.
(ii) The Paying Agent hereby agrees with the Trustee, subject to the provisions of Section 3.04 of the Base Indenture:
(A) that it will hold all sums received by it as such Paying Agent for the payment of the principal of or interest on, or Additional Amounts related to, the Notes (whether such sums have been paid to it by the Company or any other obligor on the Notes) in trust for the benefit of the Holders of the Notes or of the Trustee;
(B) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Notes) to make any payment of the principal of or interest on, or Additional Amounts related to, the Notes when the same shall be due and payable;
(C) that it will pay any such sums so held in trust by it to the Trustee upon the Trustee’s written request at any time during the continuance of the failure referred to in Section 1.01(h)(ii)(B) above; and
(D) that it will perform all other duties of the Paying Agent as set forth in the Indenture.
(i) The Notes that are issued in a registered offering pursuant to the Securities Act shall be substantially in the form attached hereto as Exhibit A, the terms of which are herein incorporated by reference. Such Global Notes shall be referred to collectively herein as the “Global Notes,” and 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.
(j) Each Global Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the applicable legends set forth in Exhibit A (the “Note Legends”) on the face thereof until the Note Legends are removed or not required.
(k) The Notes shall be denominated in Euro and shall be issuable in minimum denominations of €100,000 or any integral multiple of €1,000 in excess thereof. If Euro is unavailable to the Company due to the imposition of exchange controls or other circumstances beyond its control or the Euro is no longer used by the then member states of the European Monetary Union that have adopted the Euro as their currency or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the Notes will be made in Dollars until Euro is again available to the Company or so used. In such circumstances, the amount payable on any date in Euro will be converted into Dollars at the rate mandated by the Board of Governors of the Federal Reserve System as of the close of business on the second Business Day prior to the relevant payment date or, if the Board of Governors of the Federal Reserve System has not announced a rate of conversion, on the basis of the most recent Dollar/Euro exchange rate published in The Wall Street Journal on or prior to the second Business Day prior to the relevant payment date or, in the event The Wall Street Journal has not published such exchange rate, the rate will be determined in the Company’s sole discretion on the basis of the most recently available market exchange rate for the Euro. For the avoidance of doubt, any such payment in respect of the Notes so made in Dollars will not constitute an Event of Default. Neither the Trustee nor the Paying Agent shall have any responsibility for any calculation or conversion in connection with the foregoing.
(l) The Notes may be redeemed at any time at by the option of the Company, in whole or in part, at a redemption price (the “Redemption Price”) equal Company prior to the greater of (a) 100% of the principal amount of the Notes to be redeemedmaturity date, plus accrued interest to the Redemption Date, or (b) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of payments of interest accrued as of the Redemption Date), discounted to the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate plus 25 basis points, plus accrued and unpaid interest to the Redemption Date. If notice has been given as provided in Section 1.05.
(m) The Notes will not have the Indenture and immediately available funds for the redemption benefit of any Notes sinking fund.
(or any portion thereofn) called for redemption shall have been delivered to the Paying Agent not later than 11:00 A.M. New York Time on the Redemption Date referred to in such noticeExcept as provided herein, such Notes (or any portion thereof) shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes shall have no special rights in addition to those provided in the Base Indenture upon the occurrence of any particular events.
(o) The Notes will be to receive payment direct, unconditional, senior unsecured and unsubordinated obligations of the Redemption Price with respect Company, and will rank equal in right of payment to such 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.
(p) The Notes are not convertible into shares of common stock or portion thereof so redeemed. Notice other securities of any optional redemption of any Notes the Company.
(or any portion thereofq) The restrictive covenants set forth in Section 1.06 shall be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption shall specify, among other items, which Notes shall be redeemed, the Redemption Date, the Redemption Price, and the principal amount of the Notes held by such Holder to be redeemed. The Company shall notify the Trustee at least 30 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of the Notes to be redeemed and their Redemption Date. If less than all the Notes of a series are to be redeemed, the Trustee shall select, in such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part. In the event of redemption of the outstanding principal amount of the Notes of a series in part only, a new Note (or Notes) for the amount of the unredeemed portion thereof shall be issued in the name of the Holder(s) thereto, upon cancellation thereof. The following definitions shall apply applicable to the Notes:.
Appears in 1 contract
Terms of the Notes. The following terms relating to the Notes are hereby established:
(1a) The Notes shall constitute a series of Securities having the title “4.006.75% Senior Notes due 2015”2042” and are hereby designated as Designated Senior Securities under the Indenture. The Notes shall bear a CUSIP number of 83413U 308 and an ISIN number of US83413U3086.
(2b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Securities Notes (i) authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Securities of the series Notes pursuant to Section Sections 304, 305, 306, 906 906, 1107 or 1108 1305 of the Base Indenture and (ii) that have never been issued or sold by the Company and are deemed never to have been authenticated and delivered under the Indenture pursuant to Section 303 of the Base Indenture) shall initially be limited $100,000,000. Under a Board Resolution, Officers’ Certificate pursuant to $450,000,000. The Board Resolutions or an indenture supplement, the Company maymay from time to time, without the consent of the HoldersHolders of Notes, create and issue additional Notes (the in any such case “Additional Notes”) having the same ranking equally with and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and otherwise similar in the existing Notes will constitute a single series under the Indenture and all respects so that references to the relevant Notes herein shall include the Additional Notes shall be consolidated and form a single series with unless the Notes. The Company may not issue Additional Notes if an Event of Default shall occur and be continuing with respect to the Notescontext otherwise requires.
(3c) Interest on any Note The entire outstanding principal of the Notes shall be payable only on November 15, 2042.
(d) The rate at which the Notes shall bear interest shall be 6.75% per annum (the “Applicable Interest Rate”). The date from which interest shall accrue on the Notes shall be November 16, 2012, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be February 15, May 15, August 15 and November 15 of each year, commencing February 15, 2013 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on 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 November 16, 2012 (or the most recent Interest Payment Date to which interest has been paid or provided for), to, but excluding, the 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 that the Note (or one or more predecessor Notes thereofNotes) is registered at the close of business on the Regular Record Date for such interest.
, which shall be February 1, May 1, August 1 and November 1 (4) The entire outstanding whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of principal of the Notes shall be payable on January 15(and premium, 2015, which date shall be the Stated Maturity for the payment of principal on the Notes.
(5if any) The rate at which the Notes shall bear and any such interest shall be 4.00% per annum; the date from which interest shall accrue on the Notes will be made at the Corporate Trust Office of the Trustee in such coin or currency of the United 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 be appear in the date hereof; the Security Register. Interest Payment Dates for the Notes on which interest shall be payable shall be January 15 and July 15 in each year, beginning July 15, 2010; the Regular Record Date for the interest payable on the Notes will be computed on any Interest Payment Date shall be the January 1 or July 1 preceding the applicable Interest Payment Date; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(6) [Reserved]
(7e) The Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this First 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 redeemed 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 203 and 305 of the Base Indenture.
(f) The depositary for such Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 1402 or Section 1403 of the Base Indenture. Covenant defeasance contained in Section 1403 of the Base Indenture shall apply to the covenants contained in Sections 1007 and 1008 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 1101 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, in whole on or in partafter November 15, 2017, at a redemption price (the “Redemption Price”) equal to the greater of (a) 100% of the outstanding principal amount to be redeemed plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to, but excluding, the Redemption Date.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid, to each Holder of the Notes to be redeemed, plus accrued interest not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, or (b) as determined by at the Quotation Agent, Holder’s address appearing in the sum Security Register. All notices of redemption shall contain the information set forth in Section 1104 of the present values Base Indenture.
(iii) Any exercise of the remaining scheduled payments of principal and interest on Company’s option to redeem the Notes will be done in compliance with the Investment Company Act.
(iv) If the Company elects to be redeemed (not including any redeem only a portion of payments of interest accrued as of the Redemption Date), discounted to the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate plus 25 basis points, plus accrued and unpaid interest to the Redemption Date. If notice has been given as provided in the Indenture and immediately available funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been delivered to the Paying Agent not later than 11:00 A.M. New York Time on the Redemption Date referred to in such notice, such Notes (or any portion thereof) shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes shall be to receive payment of the Redemption Price with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) shall be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption shall specify, among other items, which Notes shall be redeemed, the Redemption Date, the Redemption Price, and the principal amount of the Notes held by such Holder to be redeemed. The Company shall notify the Trustee at least 30 days prior to giving notice of redemption (or such shorter period as is satisfactory to will determine the Trustee) of method for selecting the aggregate principal amount of the Notes to be redeemed and their Redemption Date. If less than all the Notes of a series are to be redeemed, the Trustee shall select, in such manner as it shall deem fair and appropriate, the particular Notes to be redeemed in whole or in part. In the event of redemption accordance with Section 1103 of the outstanding principal amount Base Indenture and the Investment Company Act.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(i) The Notes shall not be subject to any sinking fund pursuant to Section 1201 of the Base Indenture.
(j) The Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.
(k) Holders of the Notes of a series in part only, a new Note (or Notes) for will not have the amount of option to have the unredeemed portion thereof shall be issued in the name of the Holder(s) thereto, upon cancellation thereof. The following definitions shall apply Notes repaid prior to the Notes:Stated Maturity.
Appears in 1 contract
Terms of the Notes. The following terms relating relate to the Notes are hereby establishedNotes:
(1) The Notes shall constitute a separate series of Securities Notes having the title “4.003.300% Senior Notes due 20152022”.
(2) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1108 of the Indenture“Initial Notes”) shall initially be limited to $450,000,000800,000,000. The Company maymay from time to time, without the consent of the HoldersHolders of Notes, create and issue additional Notes (the “Additional Notes”) having the same ranking equally with and the same interest rate, maturity and other terms as the Initial Notes. Any Additional Notes and the Initial Notes shall together constitute a single series under the Indenture and all references to the Notes shall include both the Initial Notes and otherwise similar in all respects so that the Additional Notes, unless the context otherwise requires. The aggregate principal amount of the Notes shall be consolidated and form a single series with the Notes. The Company may not issue Additional Notes if an Event of Default shall occur and be continuing with respect to the Notesunlimited.
(3) Interest on any Note shall be payable only to the Person in whose name that Note (or one or more predecessor Notes thereof) is registered at the close of business on the Regular Record Date for such interest.
(4) The entire outstanding Outstanding principal amount of the Notes shall be payable on January February 15, 2015, which date shall be the Stated Maturity for the payment of principal on the Notes2022.
(54) The rate at which the Notes shall bear interest shall be 4.003.300% per annum; the . The date from which interest shall accrue on the Notes shall be the date hereof; the most recent Interest Payment Date to which interest has been paid or provided for or, if no interest has been paid, from November 14, 2014. The Interest Payment Dates for the Notes on which interest shall be payable shall be January February 15 and July August 15 in of each year, beginning July February 15, 2010; 2015, until the Regular Record Date principal is paid or made available for the interest payment. Interest shall be payable on the Notes on any each Interest Payment Date shall be to the January holders of record at the close of business on the February 1 or July and August 1 preceding the applicable prior to each Interest Payment Date; and the Date (each, 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.
(65) [Reserved]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 integral multiples of $1,000 in excess thereof.
(76) The Notes may be redeemed at any time at the option of the Company, in whole or in part, at a redemption price (the “Redemption Price”) equal Company prior to the greater of (a) 100% of the principal amount of the Notes to be redeemedmaturity date, plus accrued interest to the Redemption Date, or (b) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of payments of interest accrued as of the Redemption Date), discounted to the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate plus 25 basis points, plus accrued and unpaid interest to the Redemption Date. If notice has been given as provided in Section 1.3 hereof.
(7) The Notes will not have the Indenture and immediately available funds for the redemption benefit of any Notes sinking fund.
(or any portion thereof) called for redemption shall have been delivered to 8) Except as provided herein, the Paying Agent not later than 11:00 A.M. New York Time on the Redemption Date referred to in such notice, such Notes (or any portion thereof) shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of 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 to receive payment general unsecured and unsubordinated obligations of the Redemption Price with respect to such Company and will be ranked equally among themselves.
(10) The Notes are not convertible into shares of common stock or portion thereof so redeemed. Notice other securities of any optional redemption of any Notes the Company.
(or any portion thereof11) The restrictive covenant set forth in Section 1.4 hereof shall be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption shall specify, among other items, which Notes shall be redeemed, the Redemption Date, the Redemption Price, and the principal amount of the Notes held by such Holder to be redeemed. The Company shall notify the Trustee at least 30 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of the Notes to be redeemed and their Redemption Date. If less than all the Notes of a series are to be redeemed, the Trustee shall select, in such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part. In the event of redemption of the outstanding principal amount of the Notes of a series in part only, a new Note (or Notes) for the amount of the unredeemed portion thereof shall be issued in the name of the Holder(s) thereto, upon cancellation thereof. The following definitions shall apply applicable to the Notes:.
Appears in 1 contract
Samples: Seventh Supplemental Indenture (Thermo Fisher Scientific Inc.)
Terms of the Notes. The following terms relating to the Notes are hereby established:
(1a) The Notes shall constitute a series of Securities having the title “4.006.875% Notes due 20152047.”.
(2b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Securities Notes authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Securities of the series Notes pursuant to Section Sections 304, 305, 306, 906 or 1108 of the Base Indenture) shall initially be limited $200,000,000 (or up to $450,000,000230,000,000 aggregate principal amount if the underwriters’ overallotment option is exercised). The Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or an indenture supplement, the Company maymay from time to time, without the consent of the HoldersHolders of Notes, create and issue additional Notes (the in any such case “Additional Notes”) having the same ranking equally with and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and otherwise similar in the existing Notes will constitute a single series under the Indenture and all respects so that references to the relevant Notes herein shall include the Additional Notes shall be consolidated and form a single series with unless the Notes. The Company may not issue Additional Notes if an Event of Default shall occur and be continuing with respect to the Notescontext otherwise requires.
(3c) Interest on any Note The entire outstanding principal of the Notes shall be payable only on April 15, 2047.
(d) The rate at which the Notes shall bear interest shall be 6.875% per annum; the date from which interest shall accrue on the Notes shall be March 28, 2007, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be January 15, April 15, July 15, and October 15 of each year, commencing July 15, 2007; 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 that the Note (or one or more predecessor Notes thereofNotes) is registered at the close of business on the Regular Record Date for such interest.
, which shall be January 1, April 1, July 1, and October 1 (4) The entire outstanding whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of principal of the Notes shall be payable on January 15(and premium, 2015, which date shall be the Stated Maturity for the payment of principal on the Notes.
(5if any) The rate at which the Notes shall bear and any such interest shall be 4.00% per annum; the date from which interest shall accrue on the Notes shall will be made at the date hereofCorporate Trust Office of the Trustee in New York City, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; the Interest Payment Dates for the Notes on which interest shall be payable shall be January 15 and July 15 in each yearprovided, beginning July 15however, 2010; the Regular Record Date for the interest payable on the Notes on any Interest Payment Date shall be the January 1 or July 1 preceding the applicable Interest Payment Date; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(6) [Reserved]
(7) The Notes may be redeemed at any time at the option of the Company, in whole or in part, at a redemption price (the “Redemption Price”) equal Company payment of interest may be made by check mailed to the greater of (a) 100% address of the principal amount of Person entitled thereto as such address shall appear in the Notes to be redeemedNote registry.
(e) The Company will, plus accrued interest subject to the Redemption Dateexceptions and limitations set forth below, or (b) pay as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and additional interest on the Notes to be redeemed (not including any portion of payments of interest accrued such additional amounts as are necessary so that the net payment by the Company or a paying agent of the Redemption Date)principal of and interest on this Note to a person that is a non-U.S. holder, discounted after deduction for any present or future tax, assessment or governmental charge of the United States or a political subdivision or taxing authority thereof or therein, imposed by withholding with respect to the Redemption Date on a semi-annual basis at payment, will not be less than the Adjusted Treasury Rate plus 25 basis points, plus accrued and unpaid interest to the Redemption Date. If notice has been given as provided in the Indenture and immediately available funds for the redemption of any Notes (or any portion thereof) called for redemption shall amount that would have been delivered to the Paying Agent not later than 11:00 A.M. New York Time on the Redemption Date referred to payable in such notice, such Notes (or any portion thereof) shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders respect of the Notes had no withholding or deduction been required; provided, however, that the foregoing obligation to pay additional amounts shall be not apply:
(1) to receive payment any tax, assessment or governmental charge that is imposed or withheld solely because the beneficial owner, or a fiduciary, settlor, beneficiary or member of the Redemption Price beneficial owner if the beneficial owner is an estate, trust or partnership, limited liability company or other fiscally transparent entity, or a person holding a power over an estate or trust administered by a fiduciary holder:
(a) is or was present or engaged in, or is or was treated as present or engaged in, a trade or business in the United States or has or had a permanent establishment in the United States;
(b) has or had any connection (other than the mere fact of ownership of a Note) with the United States, including, without limitation, being or having been a citizen or resident of the United States or being treated as being or having been a resident of the United States;
(c) is or was a foreign or domestic personal holding company, a passive foreign investment company, a controlled foreign corporation with respect to such Notes the United States, a foreign tax exempt organization, or portion thereof so redeemed. Notice a corporation that has accumulated earnings to avoid United States federal income tax; or
(d) owns or owned 10% or more of the total combined voting power of all classes of stock of the Company;
(2) to any optional redemption holder that is not the sole beneficial owner of any Notes (or any portion thereof) shall be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior or a portion thereof, or that is a fiduciary, partnership, limited liability company, or other fiscally transparent entity, but only to the date fixed for redemption. The notice extent that the beneficial owner, a beneficiary or settlor with respect to the fiduciary, or a member of redemption shall specifythe partnership, among limited liability company, or other itemsfiscally transparent entity, which Notes shall be redeemedwould not have been entitled to the payment of an additional amount had such beneficial owner, beneficiary, settlor or member received directly its beneficial or distributive share of the Redemption Datepayment;
(3) to any tax, assessment or governmental charge that is imposed or withheld solely because the Redemption Pricebeneficial owner or any other person failed to comply with certification, and identification or information reporting requirements concerning the principal amount nationality, residence, identity or connection with the United States of the holder or beneficial owner of the Notes held by such Holder to be redeemed. The Company shall notify (including the Trustee at least 30 days prior to giving notice statement requirement of redemption (Section 871(h) or such shorter period as is satisfactory to the TrusteeSection 881(c) of the aggregate principal amount Code) if compliance is required by statute, by regulation of the United States Treasury Department or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such tax, assessment or other governmental charge;
(4) to any tax, assessment or governmental charge that is imposed other than by deduction or withholding by the Company or a paying agent from the payment;
(5) to any tax, assessment or governmental charge that is imposed or withheld solely because of a change in law, regulation, or administrative or judicial interpretation that becomes effective after the day on which the payment becomes due or is duly provided for, whichever occurs later;
(6) to an estate, inheritance, gift, sales, excise, transfer, wealth or personal property tax or any similar tax, assessment or governmental charge;
(7) to any tax, assessment or other governmental charge any paying agent (which term may include the Company) must withhold from any payment of principal of or interest on any Note, if such payment can be made without such withholding by any other paying agent; or
(8) in the case of any combination of the above items. The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable. Except as specifically provided herein, the Company does not have to make any payment with respect to any tax, assessment or governmental charge imposed by any government or a political subdivision or taxing authority. In particular, the Company will not pay additional amounts on any Security: • where withholding or deduction is imposed on a payment to an individual and is required to be redeemed and their Redemption Date. If less than all made pursuant to European Union Council Directive 2003/48/EC of June 3, 2003 on the Notes taxation of savings income in the form of interest payments, or any law implementing or complying with, or introduced in order to conform to that directive; or • presented for payment by or on behalf of a series are beneficial owner who would have been able to be redeemed, avoid the Trustee shall select, withholding or deduction by presenting the relevant Security to another paying agent in such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part. In the event of redemption a member state of the outstanding principal amount of the Notes of a series in part only, a new Note (or Notes) for the amount of the unredeemed portion thereof shall be issued in the name of the Holder(s) thereto, upon cancellation thereof. The following definitions shall apply to the Notes:European Union.
Appears in 1 contract
Terms of the Notes. The following terms relating relate to the Notes are hereby establishedNotes:
(1) The Notes shall constitute a separate series of Securities Notes having the title “4.00% Floating Rate Senior Notes due 20152018”.
(2) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1108 of the Indenture“Initial Notes”) shall initially be limited to $450,000,000€600,000,000. The Company maymay from time to time, without the consent of the HoldersHolders of Notes, create and issue additional Notes (the “Additional Notes”) ranking equally with having the same terms (except for the issue date, the offering price and, if applicable, the first interest payment date) as the Initial Notes. Any Additional Notes and the Initial Notes shall together constitute a single series under the Indenture and all references to the Notes shall include both the Initial Notes and otherwise similar in all respects so that the Additional Notes, unless the context otherwise requires. The aggregate principal amount of the Notes shall be consolidated and form a single series with the Notesunlimited. The Company may not issue Additional entire Outstanding principal amount of the Notes if an Event shall be payable on August 9, 2018. The principal of Default each Note payable at maturity or upon earlier redemption shall occur be paid against presentation and be continuing with respect to surrender of such Note at the Notesoffice or agency maintained for such purposes in London, initially, the Specified Office of the Paying Agent.
(a) The Notes shall bear interest at a rate equivalent to the 3-month EURIBOR (the “Base Rate”) plus 0.450% per year, as calculated by the Calculation Agent; provided, however, that the minimum interest rate shall be zero. The Notes will bear interest from August 9, 2016 or from the immediately preceding Interest Payment Date (as defined below) to which interest has been paid or duly provided for. Interest on any Note the Notes shall be payable only quarterly in arrears on February 9, May 9, August 9 and November 9 of each year (each, a “Interest Payment Date”), commencing on November 9, 2016; provided, that, if any Interest Payment Date would be a day that is not a Business Day, such Interest Payment Date shall be the next succeeding day that is a Business Day (and no additional interest will accrue or otherwise accumulate on the amount payable for the period from and after such Interest Payment Date); except that if such next succeeding Business Day falls in the next succeeding calendar month, such Interest Payment Date shall be the immediately preceding Business Day. The interest rate on the Notes will be reset quarterly on February 9, May 9, August 9 and November 9 of each year (each, an “Interest Reset Date”), commencing on November 9, 2016; provided, that, if any Interest Reset Date would be a day that is not a Business Day, such Interest Reset Date shall be the next succeeding day that is a Business Day, except that if such next succeeding Business Day falls in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business Day. The initial Base Rate for the Notes in effect from August 9, 2016 to, but excluding, the first Interest Reset Date will be the 3-month EURIBOR in effect on August 5, 2016. The interest rate on the Notes will be determined on the second TARGET Business Day preceding the applicable Interest Reset Date (a “EURIBOR Interest Determination Date”). Interest on an Interest Payment Date shall be paid to the Person Persons in whose name that Note (or one or more predecessor names the Notes thereof) is are registered on the Security Register at the close of business on the Regular Record regular record date. The regular record date shall be the fifteenth calendar day, whether or not a Business Day, immediately preceding the related Interest Payment Date. Interest on the Notes will be computed on the basis of a 360-day year and the actual number of days in the period for which interest is being calculated.
(b) The Base Rate that takes effect on any Interest Reset Date shall be equal to the interest rate for deposits in euros designated as “EURIBOR” and sponsored jointly by the European Banking Federation and ACI — the Financial Market Association (or any company established by the joint sponsors for purposes of compiling and publishing that rate) on each EURIBOR Interest Determination Date, and will be determined by the Calculation Agent in accordance with the following provisions:
(i) EURIBOR will be the offered rate for deposits in euros having a maturity of three months, as that rate appears on Reuters Page EURIBOR01 as of 11:00 A.M., Brussels time, on the relevant EURIBOR Interest Determination Date.
(ii) If the rate described in clause (i) above does not appear on Reuters Page XXXXXXX00, XXXXXXX will be determined on the basis of the rates, at approximately 11:00 A.M., Brussels time, on the relevant EURIBOR Interest Determination Date, at which deposits of the following kind are offered to prime banks in the Euro-Zone interbank market by the principal Euro-Zone office of each of four major banks in that market selected by the Company: euro deposits having a maturity of three months beginning on such Interest Reset Date and in a principal amount of not less than €1,000,000 that is representative for a single transaction in such market at such time. The Company will request the principal Euro-Zone office of each of these banks to provide to the Paying Agent and Calculation Agent a quotation in writing of its rate. If at least two quotations are provided in writing, EURIBOR for such interestEURIBOR Interest Determination Date will be the arithmetic mean (rounded upwards in accordance with Section 1.2(3)(d) hereof) calculated by the Company of such quotations. The Company will ensure that the Calculation Agent is provided with appropriate contact details of the relevant personnel at each of the reference banks that the Calculation Agent will be requested to contact to provide such quotation of its rates.
(iii) If fewer than two quotations are provided as described in clause (ii) above, EURIBOR for the relevant EURIBOR Interest Determination Date will be the arithmetic mean of the rates for loans of the following kind to leading Euro-Zone banks quoted in writing, at approximately 11:00 A.M., Brussels time, on such EURIBOR Interest Determination Date, by three major banks in the Euro-Zone selected by the Company: loans of euros having a maturity of three months beginning on such Interest Reset Date and in a principal amount of not less than €1,000,000 that is representative for a single transaction in such market at such time.
(iv) If fewer than three banks selected by the Company are quoting as described in clause (iii) above, EURIBOR shall be the EURIBOR then in effect on such EURIBOR Interest Determination Date (or, in the case of the first Interest Reset Date, EURIBOR shall be the initial Base Rate).
(c) Upon request of the Holder to the Calculation Agent, the Calculation Agent will provide the interest rate then in effect on the Notes and, if determined, the interest rate that will become effective on the next Interest Reset Date.
(d) All percentages resulting from any calculation with respect to the Notes will be rounded upward or downward, as appropriate, to the next higher or lower one hundred-thousandth of a percentage point (e.g., 9.876541% (or .09876541) being rounded down to 9.87654% (or .0987654) and 9.876545% (or .09876545) being rounded up to 9.87655% (or .0987655)). All amounts used in or resulting from any calculation with respect to the Notes will be rounded upward or downward, as appropriate, to the nearest cent, in the case of euro amounts or U.S. dollars, or to the nearest corresponding hundredth of a unit, in the case of a currency other than euro amounts or U.S. dollars, with one-half cent or one-half of a corresponding hundredth of a unit or more being rounded upward.
(4) The entire outstanding Notes shall be issuable in whole in the form of one or more registered Global Securities, without coupons, which shall be deposited with, or on behalf of, the 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 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 €100,000 or any integral multiple of €1,000 in excess thereof.
(5) Except as provided in Section 1.4, the Notes shall not be redeemable at the option of the Company prior to the maturity date.
(6) The Notes shall not have the benefit of any sinking fund.
(7) Except as provided herein, the Holders shall have no special rights in addition to those provided in the Base Indenture upon the occurrence of any particular events.
(8) The Notes shall be general unsecured and unsubordinated obligations of the Company and shall be ranked equally among themselves.
(9) The Notes are not convertible into shares of common stock or other securities of the Company.
(10) The covenants set forth in Section 1.5 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 August 2, 2016, euro is unavailable to the Company or, in the case of the Guarantee, the Guarantor due to the imposition of exchange controls or other circumstances beyond the Company’s or the Guarantor’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, in the case of the Guarantee, the Guarantor or so used. In such circumstances, the amount payable on January 15, 2015, which any date in euro shall be converted by the Stated Maturity Company 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, the Paying Agent nor the Calculation 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 and the Calculation Agent in accordance with the terms of the Paying Agency Agreement and the Calculation Agency Agreement, respectively. 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 payment Notes shall initially be the Trustee. Upon notice to the Trustee, the Company may at any time vary or terminate the appointment of principal any Paying Agent, Security Registrar or Calculation Agent, to appoint additional or other Paying Agents, Security Registrars or Calculation Agents and to approve any change in the office through which any Paying Agent, Security Registrar or Calculation Agent 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.
(515) The rate at which Notwithstanding any other provision of this Supplemental Indenture, the Notes shall bear interest Trustee and Paying Agent shall be 4.00% per annum; 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 date from 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 interest event the Trustee or Paying Agent shall accrue on make such payment after such withholding or deduction has been made and shall account to the Notes shall be the date hereof; the Interest Payment Dates relevant authorities for the Notes on which interest amount so withheld or deducted and shall be payable shall be January 15 and July 15 in each year, beginning July 15, 2010; the Regular Record Date for the interest payable on the Notes on have no obligation to gross up any Interest Payment Date shall be the January 1 payment hereunder or July 1 preceding the applicable Interest Payment Date; and the basis upon which interest shall be calculated shall be that pay any additional amount as a result of a 360-day year consisting of twelve 30-day monthssuch withholding tax.
(6) [Reserved]
(716) The Notes may be redeemed at any time at shall have the option benefit of a Guarantee from the Guarantor on the terms set forth in Article XIV of the Company, in whole or in part, at a redemption price (the “Redemption Price”) equal to the greater of (a) 100% of the principal amount of the Notes to be redeemed, plus accrued interest to the Redemption Date, or (b) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of payments of interest accrued as of the Redemption Date), discounted to the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate plus 25 basis points, plus accrued and unpaid interest to the Redemption Date. If notice has been given as provided in the Indenture and immediately available funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been delivered to the Paying Agent not later than 11:00 A.M. New York Time on the Redemption Date referred to in such notice, such Notes (or any portion thereof) shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes shall be to receive payment of the Redemption Price with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) shall be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption shall specify, among other items, which Notes shall be redeemed, the Redemption Date, the Redemption Price, and the principal amount of the Notes held by such Holder to be redeemed. The Company shall notify the Trustee at least 30 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of the Notes to be redeemed and their Redemption Date. If less than all the Notes of a series are to be redeemed, the Trustee shall select, in such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part. In the event of redemption of the outstanding principal amount of the Notes of a series in part only, a new Note (or Notes) for the amount of the unredeemed portion thereof shall be issued in the name of the Holder(s) thereto, upon cancellation thereof. The following definitions shall apply to the Notes:Base Indenture.
Appears in 1 contract
Samples: First Supplemental Indenture (Thermo Fisher Scientific Inc.)
Terms of the Notes. The following terms relating relate to the Notes are hereby establishedNotes:
(1a) The Notes shall constitute a separate series of Securities under the Base Indenture having the title “4.007.45% Senior Notes due 20152029.”.
(2b) The aggregate principal amount of the Notes (the “Initial Notes”) that may be initially authenticated and delivered under the Indenture shall be $[●].
(except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1108 of the Indenturec) shall initially be limited to $450,000,000. The Company maymay from time to time, without the consent of the HoldersHolders of the Notes, create and issue additional Notes (the in any such case “Additional Notes”) having the same ranking equally with and the Notes same interest rate, maturity and otherwise similar other terms (except for the issue date and, in all respects so that some cases, the public offering price and the first interest payment date) as the Initial Notes. The aggregate principal amount of the Additional Notes shall be consolidated unlimited.
(d) Any Additional Notes and form the Initial Notes shall 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. In the above case, if any such Additional Notes are not fungible with the Notes. The Company may not issue previously issued Notes for U.S. federal income tax purposes, such Additional Notes if an Event of Default shall occur and will be continuing issued with respect to a different CUSIP number as the previously issued Notes, as applicable.
(3) Interest on any Note shall be payable only to the Person in whose name that Note (or one or more predecessor Notes thereof) is registered at the close of business on the Regular Record Date for such interest.
(4e) The entire outstanding principal of the Notes shall be payable on January October 15, 2015, which date shall be the Stated Maturity for the payment of principal on the Notes.
(5) 2029. The rate at which the Notes shall bear interest shall be 4.007.45% per annum; the year. The date from which interest shall accrue on the Notes shall be October 15, 2017, or the date hereof; the most recent Interest Payment Date to which interest has been paid or provided for. The Interest Payment Dates for the Notes on which interest shall be payable shall be January April 15 and July October 15 in of each year, beginning July April 15, 2010; the Regular Record Date for the interest 2018.
(f) Interest shall be payable on the Notes on any each Interest Payment Date shall be to the January Holders of record of the Notes at the close of business on the April 1 or July and October 1 immediately preceding the applicable each Interest Payment Date; and the Date (each 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.
(6g) [Reserved]The Depositary for the Global Notes shall be The Depository Trust Company, New York, New York.
(7h) The Notes that are issued in a registered offering pursuant to the Securities Act shall be substantially in the form attached hereto as Exhibit A, the terms of which are herein incorporated by reference. Such Global Notes shall be referred to collectively herein as the “Global Notes,” and shall be deposited with the Trustee, as custodian for 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 custodian for the Depositary or its nominee, as hereinafter provided.
(i) Each Global Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the applicable legends set forth in Exhibit A (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 $1,000 or any integral multiple of $1,000 in excess thereof.
(k) The Notes may be redeemed at any time at by the option of the Company, in whole or in part, at a redemption price (the “Redemption Price”) equal Company prior to the greater of (a) 100% of the principal amount of the Notes to be redeemedmaturity date, plus accrued interest to the Redemption Date, or (b) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of payments of interest accrued as of the Redemption Date), discounted to the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate plus 25 basis points, plus accrued and unpaid interest to the Redemption Date. If notice has been given as provided in Section 1.05.
(l) The Notes will not have the Indenture and immediately available funds for the redemption benefit of any Notes sinking fund.
(or any portion thereofm) called for redemption shall have been delivered to the Paying Agent not later than 11:00 A.M. New York Time on the Redemption Date referred to in such noticeExcept as provided herein, such Notes (or any portion thereof) shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes shall have no special rights in addition to those provided in the Base Indenture upon the occurrence of any particular events.
(n) The Notes will be to receive payment direct, unconditional, senior unsecured and unsubordinated obligations of the Redemption Price with respect Company, and will rank equal in right of payment to such 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.
(o) The Notes are not convertible into shares of common stock or portion thereof so redeemed. Notice other securities of any optional redemption of any Notes the Company.
(or any portion thereofp) The restrictive covenants set forth in Section 1.06 shall be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption shall specify, among other items, which Notes shall be redeemed, the Redemption Date, the Redemption Price, and the principal amount of the Notes held by such Holder to be redeemed. The Company shall notify the Trustee at least 30 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of the Notes to be redeemed and their Redemption Date. If less than all the Notes of a series are to be redeemed, the Trustee shall select, in such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part. In the event of redemption of the outstanding principal amount of the Notes of a series in part only, a new Note (or Notes) for the amount of the unredeemed portion thereof shall be issued in the name of the Holder(s) thereto, upon cancellation thereof. The following definitions shall apply applicable to the Notes:.
Appears in 1 contract
Terms of the Notes. The following terms relating to the Notes are hereby established:
(1a) The Notes shall constitute a series of Securities having the title “4.00% Senior Notes due 20152031.”.
(2b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Securities Notes authenticated and delivered upon registration of transfer of, transfer of or in exchange for, or in lieu of, other Securities of the series Notes pursuant to Section Sections 304, 305, 306, 906 or 1108 1107 of the Indenture) shall initially be limited to $450,000,000550,000,000. The Company maymay from time to time, without the consent of the HoldersHolders of the Notes, create and issue additional Notes (the “Additional Notes”) having the same ranking equally with and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the Notes and otherwise similar in all respects so that shall include the Additional Notes shall be consolidated and form a single series with unless the Notes. The Company may not issue Additional Notes if an Event of Default shall occur and be continuing with respect to the Notescontext otherwise requires.
(3c) Interest on any Note The entire outstanding principal of the Notes shall be payable only on June 30, 2031 (the “Maturity”).
(d) The rate at which the Notes shall bear interest shall be 2.800% per annum, and the date from which interest shall accrue on the Notes shall be May 13, 2020, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be June 30 and December 30 of each year, beginning December 30, 2020; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid, in immediately available funds, to the Person Persons in whose name that Note names the Notes (or one or more predecessor Notes thereofPredecessor Securities) is registered at the close of business on the Regular Record Date for such interest.
(4) The entire outstanding principal of the Notes , which shall be payable on January June 15 or December 15, 2015as the case may be, which date shall be the Stated Maturity for the payment of principal on the Notes.
(5) The rate at which the Notes shall bear interest shall be 4.00% per annum; the date from which interest shall accrue next preceding such Interest Payment Date. Interest on the Notes shall will be the date hereof; the Interest Payment Dates for the Notes on which interest shall be payable shall be January 15 and July 15 in each year, beginning July 15, 2010; the Regular Record Date for the interest payable computed on the Notes on any Interest Payment Date shall be the January 1 or July 1 preceding the applicable Interest Payment Date; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. Any such interest not punctually paid or duly provided for shall forthwith cease to be payable to the Holders on such Regular Record Date, and such Defaulted Interest, may be paid to the Persons in whose names the Notes (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not less than ten days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of principal and interest on the Notes will be made at the Corporate Trust Office of the Trustee or such other office or agency of the Company as may be designated for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that each installment of interest and principal on the Notes may at the Company’s option be paid in immediately available funds by transfer to an account maintained by the payee located in the United States.
(6) [Reserved]
(7e) The Notes shall be issuable in whole in the registered form of one or more Global Notes (without coupons), and the Depository for such Global Notes shall be The Depository Trust Company, New York, New York.
(f) The references to “30 days” in the first sentence of Section 1104 shall be replaced with “10 days.”
(g) The words “prior to the Par Call Date” shall be inserted in the first sentence of Section 1108, immediately following the phrase “At any time and from time to time” and immediately preceding the phrase “, the Securities of any series.”
(h) The following sentence shall be inserted immediately following clause (b) of the first sentence of Section 1108: “On or after the Par Call Date, the Notes may be redeemed redeemed, as a whole at any time or in part from time to time, at the option of the Company, in whole or in parton at least 10 days, but not more than 60 days, prior notice mailed to the registered address of each holder of the Notes, at a redemption price (the “Redemption Price”) equal to the greater of (a) 100% of the principal amount of the Notes to be being redeemed, plus accrued interest .”
(i) The Redemption Amount of Basis Points applicable to the Redemption Date, or (b) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes used to be redeemed (not including any portion of payments of interest accrued as of the Redemption Date), discounted to the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate plus 25 basis points, plus accrued and unpaid interest to the Redemption Date. If notice has been given as provided in the Indenture and immediately available funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been delivered to the Paying Agent not later than 11:00 A.M. New York Time on the Redemption Date referred to in such notice, such Notes (or any portion thereof) shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes shall be to receive payment of calculate the Redemption Price with respect pursuant to such Notes or portion thereof so redeemed. Notice Section 1108 of any optional redemption of any Notes (or any portion thereof) this Indenture shall be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption shall specify, among other items, which Notes shall be redeemed, the Redemption Date, the Redemption Price, and the principal amount of the Notes held by such Holder to be redeemed. The Company shall notify the Trustee at least 30 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of the Notes to be redeemed and their Redemption Date. If less than all the Notes of a series are to be redeemed, the Trustee shall select, in such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part. In the event of redemption of the outstanding principal amount of the Notes of a series in part only, a new Note (or Notes) for the amount of the unredeemed portion thereof shall be issued in the name of the Holder(s) thereto, upon cancellation thereof. The following definitions shall apply to the Notes:35 basis points.
Appears in 1 contract
Samples: Twenty First Supplemental Indenture (Quest Diagnostics Inc)
Terms of the Notes. The following terms relating to the Notes are hereby established:
(1) The Notes shall constitute a series of Securities having the title “4.005.75% Notes due 20152019”.
(2) The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1108 of the Indenture) shall initially be limited to $450,000,000350,000,000. The Company may, without the consent of the Holders, create and issue additional Notes (the “Additional Notes”) ranking equally with the Notes and otherwise similar in all respects so that the Additional Notes shall be consolidated and form a single series with the Notes. The Company may not issue Additional Notes if an Event of Default shall occur and be continuing with respect to the Notes.
(3) Interest on any Note shall be payable only to the Person in whose name that Note (or one or more predecessor Notes thereof) is registered at the close of business on the Regular Record Date for such interest.
(4) The entire outstanding principal of the Notes shall be payable on January October 15, 20152019, which date shall be the Stated Maturity for the payment of principal on the Notes.
(5) The rate at which the Notes shall bear interest shall be 4.005.75% per annum; the date from which interest shall accrue on the Notes shall be the date hereof; the Interest Payment Dates for the Notes on which interest shall be payable shall be January April 15 and July October 15 in each year, beginning July April 15, 2010; the Regular Record Date for the interest payable on the Notes on any Interest Payment Date shall be the January April 1 or July October 1 preceding the applicable Interest Payment Date; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(6) [Reserved]
(7) The Notes may be redeemed at any time at the option of the Company, in whole or in part, at a redemption price (the “Redemption Price”) equal to the greater of (a) 100% of the principal amount of the Notes to be redeemed, plus accrued interest to the Redemption Date, or (b) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of payments of interest accrued as of the Redemption Date), discounted to the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate plus 25 35 basis points, plus accrued and unpaid interest to the Redemption Date. If notice has been given as provided in the Indenture and immediately available funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been delivered to the Paying Agent not later than 11:00 A.M. New York Time on the Redemption Date referred to in such notice, such Notes (or any portion thereof) shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes shall be to receive payment of the Redemption Price with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) shall be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption shall specify, among other items, which Notes shall be redeemed, the Redemption Date, the Redemption Price, and the principal amount of the Notes held by such Holder to be redeemed. The Company shall notify the Trustee at least 30 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of the Notes to be redeemed and their Redemption Date. If less than all the Notes of a series are to be redeemed, the Trustee shall select, in such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part. In the event of redemption of the outstanding principal amount of the Notes of a series in part only, a new Note (or Notes) for the amount of the unredeemed portion thereof shall be issued in the name of the Holder(s) thereto, upon cancellation thereof. The following definitions shall apply to the Notes:
Appears in 1 contract
Terms of the Notes. The following terms relating to the Notes are hereby established:
(1a) The Notes shall constitute a series of Senior Securities having the title “4.005.00% Notes due 2015”2025.” The Notes shall, upon the request of the holder, be assigned a CUSIP number and an ISIN number.
(2b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Securities Notes authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Securities of the series Notes pursuant to Section Sections 304, 305, 306, 906 906, 1107 or 1108 1305 of the Base Indenture, and except for any Securities that, pursuant to Section 303 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall initially be limited $30,000,000 aggregate principal amount ($15,000,000 aggregate principal amount as of March 31, 2022, and $30,000,000 aggregate principal amount as of May 2, 2022). Under a Board Resolution, Officers’ Certificate pursuant to $450,000,000. The Board Resolutions or an indenture supplement, the Company maymay from time to time, without the consent of the HoldersHolders of Notes, create and issue additional Notes (the in any case, “Additional Notes”) having the same ranking equally with and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and otherwise similar in all respects so that the Additional existing Notes will constitute a single series under the Indenture and all
(c) The entire outstanding principal of the Notes shall be consolidated and form a single series payable on March 31, 2025, unless earlier redeemed or repurchased in accordance with the Notes. The Company may not issue Additional Notes if an Event provisions of Default shall occur and be continuing with respect to the Notesindenture.
(3d) The rate at which the Notes shall bear interest shall be 5.00% per annum. The date from which interest shall accrue on the Notes shall be March 31, 2022, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be June 30, September 30, December 31 and March 31 of each year, commencing June 30, 2022 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on 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 March 31, 2022, to, but excluding, the 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 Note shall Interest Payment Date, will be payable only paid to the Person in whose name that the Note (or one or more predecessor Notes thereofPredecessor Securities) is registered at the close of business on the Regular Record Date for such interest.
, which shall be each June 15, September 15, December 15 and March 15 (4) The entire outstanding whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of principal of the Notes shall be payable on January 15(and premium, 2015if any, which date shall be the Stated Maturity for the payment of principal on the Notes.
(5on) The rate at which the Notes shall bear and any such interest shall be 4.00% per annum; the date from which interest shall accrue on the Notes will be made at the office of the Trustee located at 000 Xxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Global Corporate Trust and at such other address as designated by the Trustee, in such coin or currency of the United 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 be appear in the date hereof; the Security Register. Interest Payment Dates for the Notes on which interest shall be payable shall be January 15 and July 15 in each year, beginning July 15, 2010; the Regular Record Date for the interest payable on the Notes will be computed on any Interest Payment Date shall be the January 1 or July 1 preceding the applicable Interest Payment Date; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(6) [Reserved]
(7e) The Notes shall be initially issuable in definitive form (each such Note, a “Definitive Note”). Pursuant to the terms of this Tenth Supplemental Indenture, the Notes may be redeemed subsequently exchanged for Notes in global form (each such Note, a “Global Note”). The Definitive Note, any Global Note and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this Tenth Supplemental Indenture. Each 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 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 203 and 305 of the Base Indenture.
(f) Every Note authenticated and delivered hereunder shall bear a legend in substantially the following form (the “Restricted Securities Legend”) unless and until such
(g) With respect to any proposed registration or transfer of any Note prior to (x) the date which is six months (or such other date when resales of securities by non-Affiliates are first permitted under Rule 144(d) of the Exchange Act) after the later of the date of the original issue date of the applicable Notes or the date of any subsequent reopening of such Notes or (y) such later date, if any, as may be required by applicable law (the “Resale Restriction Termination Date”), the Holder of such Note and each subsequent Holder thereof shall offer, sell, or otherwise transfer such Note only (i) pursuant to a registration statement which has become effective under the Securities Act of 1933, as amended (the “Securities Act”) or (ii) pursuant to an available exemption from the registration requirements of the Securities Act; in each of the foregoing cases subject to any requirements of law that the disposition of its property or the property of such investor account or accounts be at all times within its or their control and in compliance with any time at applicable state securities laws. The foregoing restrictions on resale will not apply subsequent to the option Resale Restriction Termination Date.
(h) On any date following the Resale Restriction Termination Date, the Holders of 100% in principal amount of the outstanding Notes may request the Company (i) issue a Global Note not bearing a Restricted Securities Legend (an “Unrestricted Global Note”) in exchange for all outstanding Definitive Notes, (ii) to register the Unrestricted Global Note with the Depositary (as defined below) and (iii) to obtain an unrestricted CUSIP for the Unrestricted Global Notes. Within 90 days from receipt of such request or if the Company otherwise elects, upon the Company’s satisfaction that the Restricted Securities Legend shall no longer be required to maintain compliance with the Securities Act, the Company shall use commercially reasonable efforts, but not be obligated, to (w) cause the Restricted Securities Legend to be removed by delivering to the Trustee for authentication one or more Unrestricted Global Notes, duly executed by the Company, in whole or in part, at a redemption price (the “Redemption Price”) an aggregate principal amount equal to the greater of (a) 100% of the principal amount of the Notes to be redeemed, plus accrued interest to the Redemption Date, or (b) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of payments of interest accrued as of the Redemption Date), discounted to the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate plus 25 basis points, plus accrued and unpaid interest to the Redemption Date. If notice has been given as provided in the Indenture and immediately available funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been delivered to the Paying Agent not later than 11:00 A.M. New York Time on the Redemption Date referred to in such notice, such Notes (or any portion thereof) shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes shall be to receive payment of the Redemption Price with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) shall be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption shall specify, among other items, which Notes shall be redeemed, the Redemption Date, the Redemption Price, and the principal amount of the Notes held by such Holder to be redeemed. The Company shall notify the Trustee at least 30 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of the Notes to be redeemed exchanged into such Unrestricted Global Notes, (x) register, or cause to be registered, the Unrestricted Global Notes with the Depositary, (y) obtain, or cause to be obtained, an unrestricted CUSIP for the Unrestricted Global Notes and their Redemption Date(z) instruct the Trustee and Depositary in writing to credit accounts of the Holders tendering such outstanding Notes with a beneficial interest in the Unrestricted Global Notes in an amount equal to the outstanding Notes tendered by such Holder (the “Elective Exchange”). If less than all The Notes from
(i) The depositary for such Notes (the “Depositary”) shall be U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association. The Security Registrar with respect to the Notes of a series are to be redeemed, the Trustee shall select, in such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part. In the event of redemption of the outstanding principal amount of the Notes of a series in part only, a new Note (or Notes) for the amount of the unredeemed portion thereof shall be issued in the name of the Holder(s) thereto, upon cancellation thereofTrustee. The following definitions Depositary for any Global Notes issued hereunder shall apply to be the Notes:Depositary Custodian.
Appears in 1 contract
Samples: Supplemental Indenture (Newtek Business Services Corp.)
Terms of the Notes. The following terms relating to the Notes are hereby establishedestablished pursuant to Section 3.01 of the Base Indenture:
(1a) The title of the Notes shall constitute a series of Securities having the title be “4.006.00% Subordinated Tier 2 Notes due 20152023”.;
(2b) The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture shall not initially exceed $2,000,000,000 (except for Securities authenticated and delivered upon registration of transfer of, or as otherwise provided in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1108 of the Indenture) shall initially be limited to $450,000,000. The Company may, without the consent of the Holders, create and issue additional Notes (the “Additional Notes”) ranking equally with the Notes and otherwise similar in all respects so that the Additional Notes shall be consolidated and form a single series with the Notes. The Company may not issue Additional Notes if an Event of Default shall occur and be continuing with respect to the Notes.);
(3c) Interest Principal on any Note shall be payable only to the Person in whose name that Note (or one or more predecessor Notes thereof) is registered at the close of business on the Regular Record Date for such interest.
(4) The entire outstanding principal of the Notes shall be payable on January 15December 19, 2015, which date 2023;
(d) The Notes shall be the Stated Maturity for the payment of principal issued in global registered form on the Notes.
(5) The rate at which the Notes December 19, 2013; and shall bear interest shall be 4.00% per annum; the date from which interest shall accrue December 19, 2013 at an annual rate of 6.00%, payable semi-annually in arrears on June 19 and December 19 in each year commencing on June 19, 2014 (each, an “Interest Payment Date”). Interest on the Notes shall will be the date hereof; the Interest Payment Dates for the Notes on which interest shall be payable shall be January 15 and July 15 in each year, beginning July 15, 2010; the Regular Record Date for the interest payable calculated on the Notes on any Interest Payment Date shall be the January 1 or July 1 preceding the applicable Interest Payment Date; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting divided into twelve months of twelve 30-30 days each and, in the case of an incomplete month, the actual number of days elapsed in such period. The Regular Record Dates for the Notes will be the 5th day monthsof each June and December, whether or not a Business Day, immediately preceding the relevant Interest Payment Date. The Company’s obligation to pay the principal of and any interest on the Notes shall not be deferrable.
(6e) [Reserved]No premium, upon redemption or otherwise, shall be payable by the Company on the Notes;
(7f) Principal of and any interest on the Notes shall be paid to the Holder through The Bank of New York Mellon, as paying agent of the Company having offices in London, United Kingdom;
(g) The Notes may shall not be redeemed at redeemable except as provided in Article 11 of the Base Indenture, as amended by Section 3.13 of this Third Supplemental Indenture. In connection with any time redemption of Notes pursuant to Section 11.08 of the Base Indenture, as amended by Section 3.13 of this Third Supplemental Indenture, the date referenced therein shall be December 16, 2013;
(h) The Company shall have no obligation to redeem or purchase the Notes pursuant to any sinking fund or analogous provision;
(i) The Notes shall be issued only in denominations of $2,000 and integral multiples of $1,000 in excess thereof;
(j) The principal amount of, and any accrued interest on, the Notes shall be payable upon the declaration of acceleration thereof pursuant to Section 5.02 of the Base Indenture as amended by Section 3.10 of the First Supplemental Indenture;
(k) Additional Amounts shall only be payable on the Notes pursuant to Section 10.04 of the Base Indenture as amended by Section 3.30 of the First Supplemental Indenture;
(l) The Notes shall not be converted into or exchanged at the option of the Company, in whole Company for stock or in part, at a redemption price (the “Redemption Price”) equal to the greater of (a) 100% other securities of the principal amount of the Company;
(m) The Notes to shall be redeemed, plus accrued interest to the Redemption Date, or denominated in U.S. Dollars;
(bn) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments The payment of principal of and interest interest, if any, on the Notes to be redeemed (not including any portion of payments of interest accrued as of the Redemption Date), discounted to the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate plus 25 basis points, plus accrued and unpaid interest to the Redemption Date. If notice has been given as provided in the Indenture and immediately available funds for the redemption of any Notes (or any portion thereof) called for redemption shall have been delivered to the Paying Agent not later than 11:00 A.M. New York Time on the Redemption Date referred to in such notice, such Notes (or any portion thereof) shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes shall be to receive payable in U.S. Dollars;
(o) The payment of principal of and interest, if any, on the Redemption Price with respect to such Notes or portion thereof so redeemed. Notice of any optional redemption of any Notes (or any portion thereof) shall be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption shall specify, among other items, which Notes shall be redeemed, payable only in the Redemption Date, the Redemption Price, and the principal amount of coin or currency in which the Notes held by such Holder are denominated which, pursuant to (n) above, shall be redeemed. U.S. Dollars;
(p) The Company shall notify the Trustee at least 30 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of the Notes to be redeemed and their Redemption Date. If less than all the Notes of a series are to be redeemed, the Trustee shall select, in such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part. In the event of redemption of the outstanding principal amount of the Notes of a series in part only, a new Note (or Notes) for the amount of the unredeemed portion thereof shall will be issued in the name form of one or more global securities in registered form, without coupons attached, and the initial Holder with respect to each such global security shall be Cede & Co., as nominee of The Depository Trust Company;
(q) Except in limited circumstances, the Notes will not be issued in definitive form;
(r) There is no Calculation Agent for the Notes;
(s) The Events of Default on the Notes are as set forth in Section 5.01 of the Holder(sBase Indenture and Defaults are set forth in Section 5.03 of the Base Indenture as amended by Section 3.07 of this Third Supplemental Indenture;
(t) theretoThe subordination terms of the Notes are as set forth in Article 12 of the Base Indenture as amended by Sections 3.32 to 3.35 (inclusive) of the First Supplemental Indenture; and
(u) The form of the Note shall be evidenced by one or more global notes in registered form (each, upon cancellation thereof. The following definitions shall apply a “Global Note”) substantially in the form of Exhibit A to the Notes:this Third Supplemental Indenture.
Appears in 1 contract
Samples: Third Supplemental Indenture (Royal Bank of Scotland Group PLC)
Terms of the Notes. Section 1.01 The following terms relating to the Notes are hereby established:
(1a) The Notes shall constitute a series of Senior Securities having the title “4.006.50% Notes due 2015”2024.” The Notes shall bear a CUSIP number of 390320 505 and an ISIN number of US3903205058.
(2b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Securities Notes authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Securities of the series Notes pursuant to Section 304, 305, 306, 906 906, 1107 or 1108 1305 of the Base Indenture, and except for any Securities that, pursuant to Section 303 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall initially be limited $42,500,000 (or up to $450,000,00046,000,000 aggregate principal amount if the underwriters’ over-allotment option is exercised in full). The Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or a Future Supplemental Indenture, the Company maymay from time to time, without the consent of the HoldersHolders of Notes, create and issue additional Notes (the in any such case “Additional Notes”) having the same ranking equally with and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and otherwise similar in the existing Notes will constitute a single series under the Indenture and all respects so that references to the relevant Notes herein shall include the Additional Notes shall be consolidated and form a single series with unless the Notes. The Company may not issue Additional Notes if an Event of Default shall occur and be continuing with respect to the Notescontext otherwise requires.
(3c) Interest on any Note The Stated Maturity of the Notes shall be June 30, 2024. The entire outstanding principal of the Notes shall be payable only on the Stated Maturity, unless earlier redeemed or repurchased in accordance with the provisions of the Indenture.
(d) The rate at which the Notes shall bear interest shall be 6.50% per annum. The date from which interest shall accrue on the Notes shall be June 18, 2019 or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be March 31, June 30, September 30 and December 31 of each year, commencing September 30, 2019 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on 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 June 18, 2019 to, but excluding, the 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 that the Note (or one or more predecessor Notes thereofPredecessor Securities) is registered at the close of business on the Regular Record Date for such interest.
, which shall be March 15, June 15, September 15 and December 15 (4) The entire outstanding whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of the principal of the Notes shall be payable on January 15(and premium, 2015if any, which date shall be the Stated Maturity for the payment of principal on the Notes.
(5on) The rate at which the Notes shall bear and any such interest shall be 4.00% per annum; the date from which interest shall accrue on the Notes will be made at the office of the Trustee located at 0000 00xx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000, Attention: Great Elm Capital Corp. (6.50% Notes Due 2024) and at such other address as designated by the Trustee, in such coin or currency of the United 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 be appear in the date hereofSecurity Register; the Interest Payment Dates for provided, further, however, that so long as the Notes on which interest shall are registered to Cede & Co., such payment will be payable shall be January 15 made by wire transfer in accordance with the procedures established by The Depository Trust Company and July 15 in each year, beginning July 15, 2010; the Regular Record Date for the interest payable Trustee. Interest on the Notes will be computed on any Interest Payment Date shall be the January 1 or July 1 preceding the applicable Interest Payment Date; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(6) [Reserved]
(7e) The Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be 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 principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be redeemed 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 203 and 305 of the Base Indenture.
(f) The depositary for such Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the Global Notes shall be the Trustee.
(g) The Notes shall be defeasible pursuant to Section 1402 or Section 1403 of the Base Indenture. Covenant defeasance contained in Section 1403 of the Base Indenture shall apply to the covenants contained in Sections 1006, 1009 and 1010 of the Indenture.
(h) The Notes shall be redeemable pursuant to Section 1101 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, in whole on or in partafter June 30, 2021 at a redemption price (the “Redemption Price”) equal to the greater of (a) 100% of the outstanding principal amount thereof, plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to, but excluding, the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, to each Holder of the Notes to be redeemed, plus accrued interest not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, or at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 1104 of the Base Indenture.
(biii) as determined by Any exercise of the Quotation AgentCompany’s option to redeem the Notes will be done in compliance with the Investment Company Act, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notes, the sum Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 1103 of the present values Base Indenture, the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed, in each case to the extent applicable.
(v) Unless the Company defaults in payment of the remaining scheduled payments of principal Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes to be redeemed (not including any portion of payments of interest accrued as of the Redemption Date), discounted to the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate plus 25 basis points, plus accrued and unpaid interest to the Redemption Date. If notice has been given as provided in the Indenture and immediately available funds for the redemption of any Notes (or any portion thereof) called for redemption hereunder.
(i) The Notes shall have been delivered not be subject to the Paying Agent not later than 11:00 A.M. New York Time on the Redemption Date referred any sinking fund pursuant to in such notice, such Notes (or any portion thereof) shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right Section 1201 of the Base Indenture.
(j) The Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.
(k) Holders of the Notes will not have the option to have the Notes repaid prior to the Stated Maturity. Nothing in this Section shall be prohibit purchases by the Company in the open market, private transactions or otherwise prior to receive payment the Stated Maturity.
(l) The Notes are hereby designated as “Senior Securities” under the Indenture.
(m) For the avoidance of doubt, the reference in Section 301 of the Redemption Price Base Indenture to Senior Securities being unsubordinated and ranking equally and “pari passu” to all other Senior Indebtedness is intended to reflect that, notwithstanding that the Senior Securities are unsecured, the Senior Securities rank equally with the Senior Indebtedness solely with respect to such Notes or portion thereof so redeemed. Notice the right to seek and enforce payment from the Company but not in terms of any optional redemption collateral security or access to collateral or right to distributions or payments of proceeds of any Notes collateral (including without limitation, cash, accounts or other assets of the Company or any portion thereof) shall be given to Holders at their addressesof its subsidiaries), as shown in to which the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption shall specify, among other items, which Notes shall be redeemed, the Redemption Date, the Redemption Price, and the principal amount of the Notes held by such Holder to be redeemed. The Company shall notify the Trustee Senior Indebtedness has priority at least 30 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of the Notes to be redeemed and their Redemption Date. If less than all the Notes of a series are to be redeemed, the Trustee shall select, in such manner as it shall deem fair and appropriate, the Notes to be redeemed in whole or in part. In the event of redemption of the outstanding principal amount of the Notes of a series in part only, a new Note (or Notes) for the amount of the unredeemed portion thereof shall be issued in the name of the Holder(s) thereto, upon cancellation thereof. The following definitions shall apply to the Notes:times.
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Samples: Third Supplemental Indenture (Great Elm Capital Corp.)
