Common use of Title and Terms of Notes Clause in Contracts

Title and Terms of Notes. (a) The aggregate principal amount of Notes which shall be authenticated and delivered on the Issue Date under the Indenture shall be €300,000,000; provided, however, that the Issuer from time to time, without giving notice to or seeking the consent of the Holders of the Notes, may issue additional Notes (the “Additional Notes”) in any amount having the same terms as the Notes in all respects, except for the issue date, the issue price and the initial interest payment date, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. Any such Additional Notes shall be authenticated by the Authenticating Agent upon receipt of an Authentication Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes issued under the Indenture) constitute a single series of Debt Securities under the Indenture. The Notes will be issued only in fully registered form without coupons in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof (the “Minimum Denominations”). (b) The principal amount of the Notes is due and payable in full on February 11, 2025. (c) The Notes shall bear interest at the rate of 1.250% per annum (computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the notes (or December 11, 2017, if no interest has been paid on the notes), to but excluding the next scheduled interest payment date) as set forth in Exhibit I. (d) Principal of, premium, interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I. (e) Other than as provided in Article Three of this Seventh Supplemental Indenture, the Notes shall not be redeemable.

Appears in 2 contracts

Samples: Seventh Supplemental Indenture (Celanese Corp), Seventh Supplemental Indenture (Celanese Ltd.)

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Title and Terms of Notes. (a) The aggregate principal amount of Notes which shall be authenticated and delivered on the Issue Date under the Indenture shall be €300,000,000500,000,000; provided, however, that the Issuer from time to time, without giving notice to or seeking the consent of the Holders of the Notes, may issue additional Notes (the “Additional Notes”) in any amount having the same terms as the Notes in all respects, except for the issue date, the issue price and the initial interest payment date, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. Any such Additional Notes shall be authenticated by the Authenticating Agent upon receipt of an Authentication Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes issued under the Indenture) constitute a single series of Debt Securities under the Indenture. The Notes will be issued only in fully registered form without coupons in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof (the “Minimum Denominations”). (b) The principal amount of the Notes is due and payable in full on February 11March 1, 20252027. (c) The Notes shall bear interest at the rate of 1.2502.125% per annum (computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the notes (or December 11November 5, 20172018, if no interest has been paid on the notes), to but excluding the next scheduled interest payment date) as set forth in Exhibit I. (d) Principal of, premium, interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I. (e) Other than as provided in Article Three of this Seventh Eighth Supplemental Indenture, the Notes shall not be redeemable.

Appears in 2 contracts

Samples: Eighth Supplemental Indenture (Celanese Corp), Eighth Supplemental Indenture (Celanese Sales U.S. Ltd.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be €300,000,000$1,500,000,000; provided, however, that subject to the Issuer’s compliance with Section 4.06 of the Base Indenture, the Issuer from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment dateInterest Payment Date and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Issuer, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Series Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 99.793% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11, 2025.as set forth in Exhibit A. (c) The rate or rates at which the Notes shall bear interest, the date or dates from which such interest at shall accrue, the rate of 1.250% per annum (computed interest payment dates on the basis of the actual number of days in the period for which any such interest is being calculated shall be payable and the actual number of days from and including the last regular record date for any interest payable on which interest was paid on the notes (or December 11, 2017, if no interest has been paid on the notes), to but excluding the next scheduled any interest payment date) , in each case, shall be as set forth in the form of the Note as set forth in Exhibit I.A. (d) Principal of, premium, interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I. (e) Other than as provided in Article Three III of this Seventh Thirteenth Supplemental Indenture, the Notes of this Series shall not be redeemable. (e) The Notes of this Series will initially be evidenced by one or more Global Notes issued in the name of Cede & Co., as nominee of The Depository Trust Company. (f) The terms and provisions of Appendix A of the Base Indenture shall apply to the Notes of this Series.

Appears in 2 contracts

Samples: Thirteenth Supplemental Indenture (T-Mobile US, Inc.), Thirteenth Supplemental Indenture

Title and Terms of Notes. (a) The aggregate principal amount of Notes which shall be authenticated and delivered on the Issue Date under the Indenture shall be €300,000,000750,000,000; provided, however, that the Issuer from time to time, without giving notice to or seeking the consent of the Holders of the Notes, may issue additional Notes (the “Additional Notes”) in any amount having the same terms as the Notes in all respects, except for the issue date, the issue price and the initial interest payment date, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. Any such Additional Notes shall be authenticated by the Authenticating Agent upon receipt of an Authentication Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes issued under the Indenture) constitute a single series of Debt Securities under the Indenture. The Notes will be issued only in fully registered form without coupons in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof (the “Minimum Denominations”). (b) The principal amount of the Notes is due and payable in full on February 11September 26, 20252023. (c) The Notes shall bear interest at the rate of 1.2501.125% per annum (computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the notes (or December 11September 26, 20172016, if no interest has been paid on the notes), to but excluding the next scheduled interest payment date) as set forth in Exhibit I. (d) Principal of, premium, interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I. (e) Other than as provided in Article Three of this Seventh Sixth Supplemental Indenture, the Notes shall not be redeemable.

Appears in 2 contracts

Samples: Sixth Supplemental Indenture (Celanese Corp), Sixth Supplemental Indenture (Celanese Americas LLC)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be €300,000,000$900,000,000; provided, however, that the Issuer from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment datedate and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Issuer, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Series Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 99.781% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11, 2025.as set forth in Exhibit A. (c) The rate or rates at which the Notes of this Series shall bear interest, the date or dates from which such interest at shall accrue, the rate of 1.250% per annum (computed interest payment dates on the basis of the actual number of days in the period for which any such interest is being calculated shall be payable and the actual number of days from and including the last regular record date for any interest payable on which interest was paid on the notes (or December 11, 2017, if no interest has been paid on the notes), to but excluding the next scheduled any interest payment date) , in each case, shall be as set forth in the form of the Note as set forth in Exhibit I.A. (d) Principal of, premium, interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I. (e) Other than as provided in Article Three III of this Seventh Twenty-First Supplemental Indenture, the Notes of this Series shall not be redeemable. (e) The Notes of this Series will initially be evidenced by one or more Global Notes issued in the name of Cede & Co., as nominee of The Depository Trust Company.

Appears in 1 contract

Samples: Twenty First Supplemental Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be €300,000,000$1,250,000,000; provided, however, that subject to the Issuer Company’s compliance with Section 4.09 of the Base Indenture, the Company from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment dateInterest Payment Date and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Company, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Series Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 100% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11April 15, 20252025 unless earlier redeemed. (c) The Notes of this Series shall bear interest at the rate of 1.250% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) at the actual number rate of days in the period for which interest is being calculated and the actual number of days 5.125% per annum from and including the last date Series Issue Date until maturity or early redemption; and interest will be payable semi-annually in arrears on which interest was paid on the notes April 15 and October 15 of each year (or December 11each, an “Interest Payment Date”), commencing October 15, 2017, if no interest has been paid to the Persons in whose name such Notes of this Series were registered at the close of business on the notes)preceding April 1 or October 1, to but excluding the next scheduled interest payment date) as set forth in Exhibit I.respectively. (d) Principal of, premium, of and interest and additional amounts, if any, on the Notes of this Series shall be payable as set forth in Exhibit I.A. (e) Other than as provided in Article Three III of this Twenty-Seventh Supplemental Indenture, the Notes of this Series shall not be redeemable. (f) The Notes of this Series shall not be entitled to the benefit of any mandatory redemption or sinking fund. (g) The Notes of this Series shall not be convertible into any other securities. (h) The Notes of this Series will be unsubordinated debt securities and will be entitled to unsubordinated Note Guarantees of the Guarantors in accordance with the terms of the Indenture. (i) The Company initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes of this Series until such time as the Trustee has resigned or a successor has been appointed. (j) The Notes of this Series will initially be evidenced by one or more Global Notes issued in the name of Cede & Co., as nominee of The Depository Trust Company, provided, that Notes of this Series that are initially issued to DT will initially be evidenced by one or more Definitive Notes. (k) The Company shall pay principal of, premium, if any, and interest on the Notes of this Series in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. (l) The terms and provisions of Appendix A of the Base Indenture shall apply to the Notes of this Series.

Appears in 1 contract

Samples: Supplemental Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Issue Date under the Indenture shall be €300,000,000$1,250,000,000; provided, however, that subject to the Issuer Company’s compliance with Section 4.09 of the Base Indenture, the Company from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment dateInterest Payment Date and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Company, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 100% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11April 28, 20252019 unless earlier redeemed. (c) The Notes of this Series shall bear interest at the rate of 1.250% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) at the actual number rate of days in the period for which interest is being calculated and the actual number of days 6.464% per annum from and including the last date Issue Date until maturity or early redemption; and interest will be payable semi-annually in arrears on which interest was paid July 28 and January 28 of each year (each, an “Interest Payment Date”), commencing July 28, 2013, to the Persons in whose name such Notes of this Series were registered at the close of business on the notes (preceding July 15 or December 11January 15, 2017, if no interest has been paid on the notes), to but excluding the next scheduled interest payment date) as set forth in Exhibit I.respectively. (d) Principal of, premium, of and interest and additional amounts, if any, on the Notes of this Series shall be payable as set forth in Exhibit I.A. (e) Other than as provided in Article Three III of this Seventh Sixth Supplemental Indenture, the Notes of this Series shall not be redeemable. (f) The Notes of this Series shall not be entitled to the benefit of any mandatory redemption or sinking fund. (g) The Notes of this Series shall not be convertible into any other securities. (h) The Notes of this Series will be unsubordinated debt securities and will be entitled to unsubordinated Note Guarantees of the Guarantors in accordance with the terms of the Indenture. (i) The Company initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes of this Series until such time as the Trustee has resigned or a successor has been appointed. (j) The Notes of this Series will initially be evidenced by one or more Definitive Notes issued in the name of DT. (k) The Company shall pay principal of, premium, if any, and interest on the Notes of this Series in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. (l) The terms and provisions of Appendix A of the Base Indenture shall apply to the Notes of this Series.

Appears in 1 contract

Samples: Sixth Supplemental Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be €300,000,000$500,000,000; provided, however, that subject to the Issuer Company’s compliance with Section 4.09 of the Base Indenture, the Company from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment dateInterest Payment Date and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Company, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Series Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 100% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11April 15, 20252022 unless earlier redeemed. (c) The Notes of this Series shall bear interest at the rate of 1.250% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) at the actual number rate of days in the period for which interest is being calculated and the actual number of days 4.000% per annum from and including the last date Series Issue Date until maturity or early redemption; and interest will be payable semi-annually in arrears on which interest was paid on the notes April 15 and October 15 of each year (or December 11each, an “Interest Payment Date”), commencing October 15, 2017, if no interest has been paid to the Persons in whose name such Notes of this Series were registered at the close of business on the notes)preceding April 1 or October 1, to but excluding the next scheduled interest payment date) as set forth in Exhibit I.respectively. (d) Principal of, premium, of and interest and additional amounts, if any, on the Notes of this Series shall be payable as set forth in Exhibit I.A. (e) Other than as provided in Article Three III of this Seventh Twenty-Third Supplemental Indenture, the Notes of this Series shall not be redeemable. (f) The Notes of this Series shall not be entitled to the benefit of any mandatory redemption or sinking fund. (g) The Notes of this Series shall not be convertible into any other securities. (h) The Notes of this Series will be unsubordinated debt securities and will be entitled to unsubordinated Note Guarantees of the Guarantors in accordance with the terms of the Indenture. (i) The Company initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes of this Series until such time as the Trustee has resigned or a successor has been appointed. (j) The Notes of this Series will initially be evidenced by one or more Global Notes issued in the name of Cede & Co., as nominee of The Depository Trust Company. (k) The Company shall pay principal of, premium, if any, and interest on the Notes of this Series in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. (l) The terms and provisions of Appendix A of the Base Indenture shall apply to the Notes of this Series.

Appears in 1 contract

Samples: Senior Notes Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be €300,000,000$1,000,000,000; provided, however, that subject to the Issuer’s compliance with Section 4.06 of the Base Indenture, the Issuer from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment datedate and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Issuer, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Series Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 99.745% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11, 2025.as set forth in Exhibit A. (c) The rate or rates at which the Notes shall bear interest, the date or dates from which such interest at shall accrue, the rate of 1.250% per annum (computed interest payment dates on the basis of the actual number of days in the period for which any such interest is being calculated shall be payable and the actual number of days from and including the last regular record date for any interest payable on which interest was paid on the notes (or December 11, 2017, if no interest has been paid on the notes), to but excluding the next scheduled any interest payment date) , in each case, shall be as set forth in the form of the Note as set forth in Exhibit I.A. (d) Principal of, premium, interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I. (e) Other than as provided in Article Three III of this Seventh Seventeenth Supplemental Indenture, the Notes of this Series shall not be redeemable. (e) The Notes of this Series will initially be evidenced by one or more Global Notes issued in the name of Cede & Co., as nominee of The Depository Trust Company. (f) The terms and provisions of Appendix A of the Base Indenture shall apply to the Notes of this Series.

Appears in 1 contract

Samples: Seventeenth Supplemental Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes which shall be authenticated and delivered on the Issue Date under the Indenture shall be €300,000,000$1,000,000,000; provided, however, that the Issuer Company from time to time, without giving notice to or seeking the consent of the Holders of the Notes, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes in all respects, except for the issue date, the issue price and the initial interest payment date, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the NotesInterest Payment Date. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes issued under the Indenture) constitute a single series of Debt Securities Notes under the Indenture. The ; provided that if the Additional Notes are not fungible with the Notes for U.S. federal income tax purposes, as applicable, as determined by the Company, the Additional Notes will be issued only in fully registered form without coupons in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof (the “Minimum Denominations”)have a separate CUSIP number. (b) The principal amount of the Notes is due and payable in full on February 11April 15, 20252027 unless earlier redeemed. (c) The Notes shall bear interest at the rate of 1.2505.500% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) from the actual number of days in Issue Date or from the period for which interest is being calculated and the actual number of days from and including the last date most recent Interest Payment Date on which interest was paid on the notes (or December 11, 2017, if no interest has been paid or duly provided for to maturity or early redemption; and interest will be payable semi-annually in arrears on April 15 and October 15 of each year, commencing October 15, 2019, to the Persons in whose name such Notes were registered at the close of business on the notes)preceding April 1 or October 1, to but excluding the next scheduled interest payment date) as set forth in Exhibit I.respectively. (d) Principal of, premium, of and interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I.accordance with Sections 307 and 1001 of the Base Indenture. (e) Other than as provided in Article Three Four of this Seventh Supplemental Indenture, the Notes shall not be redeemable. (f) The Notes shall not be entitled to the benefit of any mandatory redemption or sinking fund. (g) The Notes shall not be convertible into any other securities. (h) The Company initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes until such time as the Trustee has resigned or a successor has been appointed. (i) The Notes will be issuable in the form of one or more Global Securities and the Depositary for such Global Security will be the Depository Trust Company. (j) The Company shall pay principal of, premium, if any, and interest on the Notes in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. (k) A Holder may transfer or exchange Notes only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange, but the Company or the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. ARTICLE FOUR

Appears in 1 contract

Samples: Seventh Supplemental Indenture (MGM Resorts International)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be €300,000,000$1,000,000,000; provided, however, that subject to the Issuer Company’s compliance with Section 4.09 of the Base Indenture, the Company from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment dateInterest Payment Date and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Company, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Series Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 100% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11January 15, 20252022 unless earlier redeemed. (c) The Notes of this Series shall bear interest at the rate of 1.250% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) at the actual number rate of days in the period for which interest is being calculated and the actual number of days 6.125% per annum from and including the last date Issue Date until maturity or early redemption; and interest will be payable semi-annually in arrears on which interest was paid January 15 and July 15 of each year (each, an “Interest Payment Date”), commencing July 15, 2014, to the Persons in whose name such Notes of this Series were registered at the close of business on the notes (preceding January 1 or December 11July1, 2017, if no interest has been paid on the notes), to but excluding the next scheduled interest payment date) as set forth in Exhibit I.respectively. (d) Principal of, premium, of and interest and additional amounts, if any, on the Notes of this Series shall be payable as set forth in Exhibit I.A. (e) Other than as provided in Article Three III of this Seventh Fourteenth Supplemental Indenture, the Notes of this Series shall not be redeemable. (f) The Notes of this Series shall not be entitled to the benefit of any mandatory redemption or sinking fund. (g) The Notes of this Series shall not be convertible into any other securities. (h) The Notes of this Series will be unsubordinated debt securities and will be entitled to unsubordinated Note Guarantees of the Guarantors in accordance with the terms of the Indenture. (i) The Company initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes of this Series until such time as the Trustee has resigned or a successor has been appointed. (j) The Notes of this Series will initially be evidenced by one or more Global Notes issued in the name of Cede & Co., as nominee of The Depository Trust Company. (k) The Company shall pay principal of, premium, if any, and interest on the Notes of this Series in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. (l) The terms and provisions of Appendix A of the Base Indenture shall apply to the Notes of this Series.

Appears in 1 contract

Samples: Senior Notes Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes which shall be authenticated and delivered on [ ] (the Issue Date Date”) under the Indenture shall be €300,000,000$[ ]; provided, however, that the Issuer Company from time to time, without giving notice to or seeking the consent of the Holders of the Notes, may issue additional Notes (the “Additional Notes”) senior notes in any amount having the same ranking and the same interest rate, interest payment dates, maturity and other terms as the Notes in all respectsNotes, except for the issue dateprice, the issue price and date and, in some cases, the initial first interest payment date, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. Any ; any additional senior notes having such Additional Notes similar terms shall be authenticated by the Authenticating Agent Trustee upon receipt of a Company an Authentication Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes issued under the Indenture) constitute a single series of Debt Securities under the Indenture. The Notes will be issued only in fully registered form without coupons in minimum denominations of €100,000 $2,000 and integral multiples of $1,000 in excess thereof (the “Minimum Denominations”)thereof. (b) The principal amount of the Notes is due and payable in full on February 11, 2025[ ] unless earlier redeemed. (c) The Notes shall bear interest at the rate of 1.250[ ]% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) from the actual number of days in Issue Date or from the period for which interest is being calculated and the actual number of days from and including the last date most recent Interest Payment Date on which interest was paid on the notes (or December 11, 2017, if no interest has been paid or duly provided for to maturity or early redemption; and interest will be payable semi-annually in arrears on [ ] and [ ] of each year, commencing [ ], [ ], to the Persons in whose name such Notes were registered at the close of business on the notes)preceding [ ] or [ ], to but excluding the next scheduled interest payment date) as set forth in Exhibit I.respectively. (d) Principal of, premium, of and interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I.accordance with Sections 307 and 501 of the Original Indenture. (e) Other than as provided in Article Three Four of this Seventh Third Supplemental Indenture, the Notes shall not be redeemable. (f) The Notes shall not be entitled to the benefit of any mandatory redemption or sinking fund. (g) The Notes shall not be convertible into any other securities. (h) Section 1104 of the Original Indenture shall apply to the Notes. (i) The Company initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes until such time as the Trustee has resigned or a successor has been appointed. (j) The Notes (and the notation of Guarantee endorsed thereon) will be issuable in the form of one or more Global Debt Securities and the Depositary for such Global Security will be the Depositary Trust Company. (k) The Company shall pay principal of, premium, if any, and interest on the Notes in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. (l) A Holder may transfer or exchange Notes only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange, but the Company or the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. (m) Subject to certain conditions and limitations set forth in the Indenture, the Issuer may terminate some of or all its obligations under the Notes, the Guarantees and the Indenture if the Issuer deposits with the Trustee money or U.S. Government Obligations for the payment of principal of, premium, if any, and interest, on, the Notes to redemption or maturity, as the case may be.

Appears in 1 contract

Samples: Third Supplemental Indenture (Bath & Body Works Brand Management, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be €300,000,000$1,300,000,000; provided, however, that subject to the Issuer Company’s compliance with Section 4.09 of the Base Indenture, the Company from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment dateInterest Payment Date and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Company, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Series Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 100% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11March 1, 20252023 unless earlier redeemed. (c) The Notes of this Series shall bear interest at the rate of 1.250% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) at the actual number rate of days in the period for which interest is being calculated and the actual number of days 6.000% per annum from and including the last date Issue Date until maturity or early redemption; and interest will be payable semi-annually in arrears on which interest was paid March 1 and September 1 of each year (each, an “Interest Payment Date”), commencing March 1, 2015, to the Persons in whose name such Notes of this Series were registered at the close of business on the notes (preceding February 15 or December 11August 15, 2017, if no interest has been paid on the notes), to but excluding the next scheduled interest payment date) as set forth in Exhibit I.respectively. (d) Principal of, premium, of and interest and additional amounts, if any, on the Notes of this Series shall be payable as set forth in Exhibit I.A. (e) Other than as provided in Article Three III of this Seventh Seventeenth Supplemental Indenture, the Notes of this Series shall not be redeemable. (f) The Notes of this Series shall not be entitled to the benefit of any mandatory redemption or sinking fund. (g) The Notes of this Series shall not be convertible into any other securities. (h) The Notes of this Series will be unsubordinated debt securities and will be entitled to unsubordinated Note Guarantees of the Guarantors in accordance with the terms of the Indenture. (i) The Company initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes of this Series until such time as the Trustee has resigned or a successor has been appointed. (j) The Notes of this Series will initially be evidenced by one or more Global Notes issued in the name of Cede & Co., as nominee of The Depository Trust Company. (k) The Company shall pay principal of, premium, if any, and interest on the Notes of this Series in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. (l) The terms and provisions of Appendix A of the Base Indenture shall apply to the Notes of this Series.

Appears in 1 contract

Samples: Seventeenth Supplemental Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be €300,000,000$1,000,000,000; provided, however, that subject to the Issuer’s compliance with Section 4.06 of the Base Indenture, the Issuer from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment datedate and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Issuer, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Series Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 99.990% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11, 2025.as set forth in Exhibit A. (c) The rate or rates at which the Notes shall bear interest, the date or dates from which such interest at shall accrue, the rate of 1.250% per annum (computed interest payment dates on the basis of the actual number of days in the period for which any such interest is being calculated shall be payable and the actual number of days from and including the last regular record date for any interest payable on which interest was paid on the notes (or December 11, 2017, if no interest has been paid on the notes), to but excluding the next scheduled any interest payment date) , in each case, shall be as set forth in the form of the Note as set forth in Exhibit I.A. (d) Principal of, premium, interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I. (e) Other than as provided in Article Three III of this Seventh Fourteenth Supplemental Indenture, the Notes of this Series shall not be redeemable. (e) The Notes of this Series will initially be evidenced by one or more Global Notes issued in the name of Cede & Co., as nominee of The Depository Trust Company. (f) The terms and provisions of Appendix A of the Base Indenture shall apply to the Notes of this Series.

Appears in 1 contract

Samples: Supplemental Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes which shall be authenticated and delivered on the Issue Date under the Indenture shall be €300,000,000$400,000,000; provided, however, that the Issuer from time to time, without giving notice to or seeking the consent of the Holders of the Notes, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes in all respects, except for the issue date, the issue price and the initial interest payment date, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes issued under the Indenture) constitute a single series of Debt Securities under the Indenture. The Notes will be issued only in fully registered form without coupons in minimum denominations of €100,000 $1,000 and integral multiples of $1,000 in excess thereof (the “Minimum Denominations”)thereof. (b) The principal amount of the Notes is due and payable in full on February 11June 15, 20252021. (c) The Notes shall bear interest at the rate of 1.2505.875% per annum (computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the notes (or December 11, 2017, if no interest has been paid on the notes), to but excluding the next scheduled interest payment datea 360-day year comprising twelve 30-day months) as set forth in Exhibit I. (d) Principal of, premium, if any and interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I. (e) Other than as provided in Article Three of this Seventh First Supplemental Indenture, the Notes shall not be redeemable. (f) The Notes shall not be entitled to the benefit of any mandatory redemption or sinking fund. (g) The Notes shall not be convertible into any other securities. (h) Section 2.7 of the Base Indenture shall apply to the Notes. (i) The Issuer initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes until such time as the Trustee has resigned or a successor has been appointed. (j) The Notes (and the notation of Guarantee endorsed thereon) will be issuable in the form of one or more Global Securities and the Depositary for such Global Security will be the Depository Trust Company. (k) The Issuer shall pay principal of, premium, if any, and interest on the Notes in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. (l) A Holder may transfer or exchange Notes only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange, but the Issuer or the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Issuer is not required to transfer or exchange any Note for a period of 15 days before a selection of Notes to be redeemed or purchased.

Appears in 1 contract

Samples: First Supplemental Indenture (Celanese CORP)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be €300,000,000$1,750,000,000; provided, however, that subject to the Issuer’s compliance with Section 4.06 of the Base Indenture, the Issuer from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment dateInterest Payment Date and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Issuer, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Series Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 99.793% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11, 2025.as set forth in Exhibit A. (c) The rate or rates at which the Notes shall bear interest, the date or dates from which such interest at shall accrue, the rate of 1.250% per annum (computed interest payment dates on the basis of the actual number of days in the period for which any such interest is being calculated shall be payable and the actual number of days from and including the last regular record date for any interest payable on which interest was paid on the notes (or December 11, 2017, if no interest has been paid on the notes), to but excluding the next scheduled any interest payment date) , in each case, shall be as set forth in the form of the Note as set forth in Exhibit I.A. (d) Principal of, premium, interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I. (e) Other than as provided in Article Three III of this Seventh Ninth Supplemental Indenture, the Notes of this Series shall not be redeemable. (e) The Notes of this Series will initially be evidenced by one or more Global Notes issued in the name of Cede & Co., as nominee of The Depository Trust Company. (f) The terms and provisions of Appendix A of the Base Indenture shall apply to the Notes of this Series.

Appears in 1 contract

Samples: Ninth Supplemental Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Issue Date under the Indenture shall be €300,000,000$1,250,000,000; provided, however, that subject to the Issuer Company’s compliance with Section 4.09 of the Base Indenture, the Company from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment dateInterest Payment Date and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Company, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 100% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11April 28, 20252022 unless earlier redeemed. (c) The Notes of this Series shall bear interest at the rate of 1.250% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) at the actual number rate of days in the period for which interest is being calculated and the actual number of days (i) 5.845% per annum from and including the last date on which interest was paid on Issue Date to, but not including, the notes Reset Date, and (or December 11ii) from and including the Reset Date until maturity at a rate per annum equal to the Reset Rate, 2017, if no interest has been paid on as determined by the notes), Calculation Agent according to but excluding the next scheduled interest payment date) as Pricing Mechanism set forth in Exhibit I.Article IV of this Fourth Supplemental Indenture, or, in each case, until early redemption; and interest will be payable semi-annually in arrears on April 28 and October 28 of each year (each, an “Interest Payment Date”), commencing October 28, 2013, to the Persons in whose name such Notes of this Series were registered at the close of business on the preceding April 15 or October 15, respectively. (d) Principal of, premium, of and interest and additional amounts, if any, on the Notes of this Series shall be payable as set forth in Exhibit I.A. (e) Other than as provided in Article Three III of this Seventh Fourth Supplemental Indenture, the Notes of this Series shall not be redeemable. (f) The Notes of this Series shall not be entitled to the benefit of any mandatory redemption or sinking fund. (g) The Notes of this Series shall not be convertible into any other securities. (h) The Notes of this Series will be unsubordinated debt securities and will be entitled to unsubordinated Note Guarantees of the Guarantors in accordance with the terms of the Indenture. (i) The Company initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes of this Series until such time as the Trustee has resigned or a successor has been appointed. (j) The Notes of this Series will initially be evidenced by one or more Definitive Notes issued in the name of DT. (k) The Company shall pay principal of, premium, if any, and interest on the Notes of this Series in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. (l) The terms and provisions of Appendix A of the Base Indenture shall apply to the Notes of this Series.

Appears in 1 contract

Samples: Fourth Supplemental Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be €300,000,000$500,000,000; provided, however, that subject to the Issuer Company’s compliance with Section 4.09 of the Base Indenture, the Company from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment dateInterest Payment Date and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Table of Contents Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Company, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Series Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 100% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11April 15, 20252022 unless earlier redeemed. (c) The Notes of this Series shall bear interest at the rate of 1.250% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) at the actual number rate of days in the period for which interest is being calculated and the actual number of days 4.000% per annum from and including the last date Series Issue Date until maturity or early redemption; and interest will be payable semi-annually in arrears on which interest was paid on the notes April 15 and October 15 of each year (or December 11each, an “Interest Payment Date”), commencing October 15, 2017, if no interest has been paid to the Persons in whose name such Notes of this Series were registered at the close of business on the notes)preceding April 1 or October 1, to but excluding the next scheduled interest payment date) as set forth in Exhibit I.respectively. (d) Principal of, premium, of and interest and additional amounts, if any, on the Notes of this Series shall be payable as set forth in Exhibit I.A. (e) Other than as provided in Article Three III of this Seventh Twenty-Sixth Supplemental Indenture, the Notes of this Series shall not be redeemable. (f) The Notes of this Series shall not be entitled to the benefit of any mandatory redemption or sinking fund. (g) The Notes of this Series shall not be convertible into any other securities. (h) The Notes of this Series will be unsubordinated debt securities and will be entitled to unsubordinated Note Guarantees of the Guarantors in accordance with the terms of the Indenture. (i) The Company initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes of this Series until such time as the Trustee has resigned or a successor has been appointed. (j) The Notes of this Series will initially be evidenced by one or more Global Notes issued in the name of Cede & Co., as nominee of The Depository Trust Company, provided, that Notes of this Series that are initially issued to DT will initially be evidenced by one or more Definitive Notes. (k) The Company shall pay principal of, premium, if any, and interest on the Notes of this Series in money of the United States of America that at the time of payment is legal tender for payment of public and private debts.

Appears in 1 contract

Samples: Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes which shall be authenticated and delivered on the Issue Date under the Indenture shall be €300,000,000$1,000,000,000; provided, however, that the Issuer Company from time to time, without giving notice to or seeking the consent of the Holders of the Notes, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes in all respects, except for the issue date, the issue price and the initial interest payment date, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of a Company an Authentication Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes issued under the Indenture) constitute a single series of Debt Securities under the Indenture; provided that if the Additional Notes are not fungible with the Notes for U.S. federal income tax purposes, as applicable, the Additional Notes will have a separate CUSIP number. The Notes will be issued only in fully registered form without coupons in minimum denominations of €100,000 $2,000 and integral multiples of $1,000 in excess thereof (the “Minimum Denominations”)thereof. (b) The principal amount of the Notes is due and payable in full on February 1115, 20252022 unless earlier redeemed. (c) The Notes shall bear interest at the rate of 1.2505.625% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) from the actual number of days in Issue Date or from the period for which interest is being calculated and the actual number of days from and including the last date most recent Interest Payment Date on which interest was paid on the notes (or December 11, 2017, if no interest has been paid or duly provided for to maturity or early redemption; and interest will be payable semi-annually in arrears on February 15 and August 15 of each year, commencing August 15, 2012, to the Persons in whose name such Notes were registered at the close of business on the notes)preceding February 1 or August 1, to but excluding the next scheduled interest payment date) as set forth in Exhibit I.respectively. (d) Principal of, premium, of and interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I.accordance with Sections 307 and 501 of the Original Indenture. (e) Other than as provided in Article Three Four of this Seventh Sixth Supplemental Indenture, the Notes shall not be redeemable. (f) The Notes shall not be entitled to the benefit of any mandatory redemption or sinking fund. (g) The Notes shall not be convertible into any other securities. (h) Section 1104 of the Original Indenture shall apply to the Notes. (i) The Company initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes until such time as the Trustee has resigned or a successor has been appointed. (j) The Notes (and the notation of Guarantee endorsed thereon) will be issuable in the form of one or more Global Debt Securities and the Depositary for such Global Security will be the Depository Trust Company. (k) The Company shall pay principal of, premium, if any, and interest on the Notes in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. (l) A Holder may transfer or exchange Notes only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange, but the Company or the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.

Appears in 1 contract

Samples: Senior Notes Indenture (Limited Brands Inc)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be €300,000,000$2,000,000,000; provided, however, that subject to the Issuer Company’s compliance with Section 4.09 of the Base Indenture, the Company from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment dateInterest Payment Date and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Company, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Series Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 100% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11January 15, 20252026 unless earlier redeemed. (c) The Notes of this Series shall bear interest at the rate of 1.250% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) at the actual number rate of days in the period for which interest is being calculated and the actual number of days 6.500% per annum from and including the last date Issue Date until maturity or early redemption; and interest will be payable semi-annually in arrears on which interest was paid January 15 and July 15 of each year (each, an “Interest Payment Date”), commencing January 15, 2016, to the Persons in whose name such Notes of this Series were registered at the close of business on the notes (preceding January 1 or December 11July 1, 2017, if no interest has been paid on the notes), to but excluding the next scheduled interest payment date) as set forth in Exhibit I.respectively. (d) Principal of, premium, of and interest and additional amounts, if any, on the Notes of this Series shall be payable as set forth in Exhibit I.A. (e) Other than as provided in Article Three III of this Seventh Twentieth Supplemental Indenture, the Notes of this Series shall not be redeemable. (f) The Notes of this Series shall not be entitled to the benefit of any mandatory redemption or sinking fund. (g) The Notes of this Series shall not be convertible into any other securities. (h) The Notes of this Series will be unsubordinated debt securities and will be entitled to unsubordinated Note Guarantees of the Guarantors in accordance with the terms of the Indenture. (i) The Company initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes of this Series until such time as the Trustee has resigned or a successor has been appointed. (j) The Notes of this Series will initially be evidenced by one or more Global Notes issued in the name of Cede & Co., as nominee of The Depository Trust Company. (k) The Company shall pay principal of, premium, if any, and interest on the Notes of this Series in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. (l) The terms and provisions of Appendix A of the Base Indenture shall apply to the Notes of this Series.

Appears in 1 contract

Samples: Twentieth Supplemental Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes which shall be authenticated and delivered on the Issue Date under the Indenture shall be €300,000,000$1,750,000,000; provided, however, that subject to the Issuer Company’s compliance with Section 4.09, the Company from time to time, without giving notice to or seeking the consent of the Holders of the NotesHolders, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes in all respects, except for the issue date, the issue price and price, the initial interest payment dateInterest Payment Date and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of such Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. The ; provided that if the Additional Notes are not fungible with the Notes for U.S. federal income tax purposes, as applicable, as determined by the Company, such Additional Notes will be issued only in fully registered form without coupons in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof (the “Minimum Denominations”)have a separate CUSIP number. (b) The Notes issued on the Issue Date will be issued at an issue price of 100% of the principal amount thereof. (c) The principal amount of the Notes is due and payable in full on February 11April 1, 20252023 unless earlier redeemed. (cd) The Notes shall bear interest at the rate of 1.2506.625% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) from the actual number of days in Issue Date or from the period for which interest is being calculated and the actual number of days from and including the last date most recent Interest Payment Date on which interest was paid on the notes (or December 11, 2017, if no interest has been paid or duly provided for to maturity or early redemption; and interest will be payable semi-annually in arrears on April 1 and October 1 of each year, commencing October 1, 2013, to the Persons in whose name such Notes were registered at the close of business on the notes)preceding March 15 or September 15, to but excluding the next scheduled interest payment date) as set forth in Exhibit I.respectively. (de) Principal of, premium, of and interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I.A. (ef) Other than as provided in Article Three III of this Seventh Second Supplemental Indenture, the Notes shall not be redeemable. (g) Other than as set forth in Section 3.02 of this Second Supplemental Indenture, the Notes shall not be entitled to the benefit of any mandatory redemption or sinking fund. (h) The Notes shall not be convertible into any other securities. (i) The Notes will be unsubordinated debt securities and will be entitled to unsubordinated Note Guarantees of the Guarantors in accordance with the terms of the Indenture. (j) The Company initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes until such time as the Trustee has resigned or a successor has been appointed. (k) The Notes will initially be evidenced by one or more Global Notes deposited with a custodian for, and registered in the name of, Cede & Co., as nominee of The Depositary Trust Company. (l) The Company shall pay principal of, premium, if any, and interest on the Notes in money of the United States of America that at the time of payment is legal tender for payment of public and private debts.

Appears in 1 contract

Samples: Second Supplemental Indenture (Metropcs Communications Inc)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be €300,000,000$4,000,000,000; provided, however, that subject to the Issuer’s compliance with Section 4.06 of the Base Indenture, the Issuer from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment dateInterest Payment Date and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Issuer, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Series Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 99.957% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11, 2025.as set forth in Exhibit A. (c) The rate or rates at which the Notes shall bear interest, the date or dates from which such interest at shall accrue, the rate of 1.250% per annum (computed interest payment dates on the basis of the actual number of days in the period for which any such interest is being calculated shall be payable and the actual number of days from and including the last regular record date for any interest payable on which interest was paid on the notes (or December 11, 2017, if no interest has been paid on the notes), to but excluding the next scheduled any interest payment date) , in each case, shall be as set forth in the form of the Note as set forth in Exhibit I.A. (d) Principal of, premium, interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I. (e) Other than as provided in Article Three III of this Seventh Second Supplemental Indenture, the Notes of this Series shall not be redeemable. (e) The Notes of this Series will initially be evidenced by one or more Global Notes issued in the name of Cede & Co., as nominee of The Depository Trust Company. (f) The terms and provisions of Appendix A of the Base Indenture shall apply to the Notes of this Series.

Appears in 1 contract

Samples: Second Supplemental Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be €300,000,000$900,000,000; provided, however, that the Issuer from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment datedate and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Issuer, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Series Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 99.853% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11, 2025.as set forth in Exhibit A. (c) The rate or rates at which the Notes of this Series shall bear interest, the date or dates from which such interest at shall accrue, the rate of 1.250% per annum (computed interest payment dates on the basis of the actual number of days in the period for which any such interest is being calculated shall be payable and the actual number of days from and including the last regular record date for any interest payable on which interest was paid on the notes (or December 11, 2017, if no interest has been paid on the notes), to but excluding the next scheduled any interest payment date) , in each case, shall be as set forth in the form of the Note as set forth in Exhibit I.A. (d) Principal of, premium, interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I. (e) Other than as provided in Article Three III of this Seventh Twentieth Supplemental Indenture, the Notes of this Series shall not be redeemable. (e) The Notes of this Series will initially be evidenced by one or more Global Notes issued in the name of Cede & Co., as nominee of The Depository Trust Company.

Appears in 1 contract

Samples: Twentieth Supplemental Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be €300,000,000$1,000,000,000; provided, however, that subject to the Issuer Company’s compliance with Section 4.09 of the Base Indenture, the Company from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment dateInterest Payment Date and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Company, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Series Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 100% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 111, 20252026 unless earlier redeemed. (c) The Notes of this Series shall bear interest at the rate of 1.250% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) at the actual number rate of days in the period for which interest is being calculated and the actual number of days 4.500% per annum from and including the last date Series Issue Date until maturity or early redemption; and interest will be payable semi-annually in arrears on which interest was paid February 1 and August 1 of each year (each, an “Interest Payment Date”), commencing August 1, 2018, to the Persons in whose name such Notes of this Series were registered at the close of business on the notes (preceding January 15 or December 11July 15, 2017, if no interest has been paid on the notes), to but excluding the next scheduled interest payment date) as set forth in Exhibit I.respectively. (d) Principal of, premium, of and interest and additional amounts, if any, on the Notes of this Series shall be payable as set forth in Exhibit I.A. (e) Other than as provided in Article Three III of this Seventh Thirty-Fifth Supplemental Indenture, the Notes of this Series shall not be redeemable. (f) The Notes of this Series shall not be entitled to the benefit of any mandatory redemption or sinking fund. (g) The Notes of this Series shall not be convertible into any other securities. (h) The Notes of this Series will be unsubordinated debt securities and will be entitled to unsubordinated Note Guarantees of the Guarantors in accordance with the terms of the Indenture. (i) The Company initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes of this Series until such time as the Trustee has resigned or a successor has been appointed. (j) The Notes of this Series will initially be evidenced by one or more Global Notes issued in the name of Cede & Co., as nominee of The Depository Trust Company; provided, that Notes of this Series that are initially issued to DT will initially be evidenced by one or more Definitive Notes. (k) The Company shall pay principal of, premium, if any, and interest on the Notes of this Series in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. (l) The terms and provisions of Appendix A of the Base Indenture shall apply to the Notes of this Series.

Appears in 1 contract

Samples: Senior Notes Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes which shall be authenticated and delivered on the Issue Date under the Indenture shall be €300,000,000$500,000,000; provided, however, that the Issuer Company from time to time, without giving notice to or seeking the consent of the Holders of the Notes, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes in all respects, except for the issue date, the issue price and the initial interest payment date, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of a Company an Authentication Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes issued under the Indenture) constitute a single series of Debt Securities under the Indenture; provided that if the Additional Notes are not fungible with the Notes for U.S. federal income tax purposes, as applicable, the Additional Notes will have a separate CUSIP number. The Notes will be issued only in fully registered form without coupons in minimum denominations of €100,000 $2,000 and integral multiples of $1,000 in excess thereof (the “Minimum Denominations”)thereof. (b) The principal amount of the Notes is due and payable in full on February 111, 20252028 unless earlier redeemed. (c) The Notes shall bear interest at the rate of 1.2505.250% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) from the actual number of days in Issue Date or from the period for which interest is being calculated and the actual number of days from and including the last date most recent Interest Payment Date on which interest was paid on the notes (or December 11, 2017, if no interest has been paid or duly provided for to maturity or early redemption; and interest will be payable semi-annually in arrears on February 1 and August 1 of each year, commencing August 1, 2018, to the Persons in whose name such Notes were registered at the close of business on the notes)preceding January 15 or July 15, to but excluding the next scheduled interest payment date) as set forth in Exhibit I.respectively. (d) Principal of, premium, of and interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I.accordance with Sections 3.07 and 5.01 of the Base Indenture. (e) Other than as provided in Article Three Four of this Seventh Second Supplemental Indenture, the Notes shall not be redeemable. (f) The Notes shall not be entitled to the benefit of any mandatory redemption or sinking fund. (g) The Notes shall not be convertible into any other securities. (h) Section 11.04 of the Base Indenture shall apply to the Notes. (i) The Company initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes until such time as the Trustee has resigned or a successor has been appointed. (j) The Notes (and the notation of Guarantee endorsed thereon) will be issuable in the form of one or more Global Debt Securities and the Depositary for such Global Security will be the Depository Trust Company. (k) The Company shall pay principal of, premium, if any, and interest on the Notes in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. (l) A Holder may transfer or exchange Notes only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange, but the Company or the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.

Appears in 1 contract

Samples: Second Supplemental Indenture (L Brands, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be €300,000,000$1,700,000,000; provided, however, that subject to the Issuer Company’s compliance with Section 4.09 of the Base Indenture, the Company from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment dateInterest Payment Date and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Company, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Series Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 100% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11March 1, 20252025 unless earlier redeemed. (c) The Notes of this Series shall bear interest at the rate of 1.250% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) at the actual number rate of days in the period for which interest is being calculated and the actual number of days 6.375% per annum from and including the last date Issue Date until maturity or early redemption; and interest will be payable semi-annually in arrears on which interest was paid March 1 and September 1 of each year (each, an “Interest Payment Date”), commencing March 1, 2015, to the Persons in whose name such Notes of this Series were registered at the close of business on the notes (preceding February 15 or December 11August 15, 2017, if no interest has been paid on the notes), to but excluding the next scheduled interest payment date) as set forth in Exhibit I.respectively. (d) Principal of, premium, of and interest and additional amounts, if any, on the Notes of this Series shall be payable as set forth in Exhibit I.A. (e) Other than as provided in Article Three III of this Seventh Eighteenth Supplemental Indenture, the Notes of this Series shall not be redeemable. (f) The Notes of this Series shall not be entitled to the benefit of any mandatory redemption or sinking fund. (g) The Notes of this Series shall not be convertible into any other securities. (h) The Notes of this Series will be unsubordinated debt securities and will be entitled to unsubordinated Note Guarantees of the Guarantors in accordance with the terms of the Indenture. (i) The Company initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes of this Series until such time as the Trustee has resigned or a successor has been appointed. (j) The Notes of this Series will initially be evidenced by one or more Global Notes issued in the name of Cede & Co., as nominee of The Depository Trust Company. (k) The Company shall pay principal of, premium, if any, and interest on the Notes of this Series in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. (l) The terms and provisions of Appendix A of the Base Indenture shall apply to the Notes of this Series.

Appears in 1 contract

Samples: Eighteenth Supplemental Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes which shall be authenticated and delivered on the Issue Date under the Indenture shall be €300,000,000$500,000,000; provided, however, that the Issuer Company from time to time, without giving notice to or seeking the consent of the Holders of the Notes, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes in all respects, except for the issue date, the issue price and the initial interest payment date, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the NotesInterest Payment Date. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication Order to that effect, and when so authenticated, will shall constitute “Notes” for all purposes of the Indenture and will shall (together with all other Notes issued under the Indenture) constitute a single series of Debt Securities Notes under the Indenture. The ; provided that if the Additional Notes will be issued only in fully registered form without coupons in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof (are not fungible with the “Minimum Denominations”)Notes for U.S. federal income tax purposes, as determined by the Company, the Additional Notes shall have a separate CUSIP number. (b) The principal amount of the Notes is due and payable in full on February 11January 12, 20252028 unless earlier redeemed. (c) The Notes shall bear interest at the rate of 1.2503.875% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) from the actual number of days in Issue Date or from the period for which interest is being calculated and the actual number of days from and including the last date most recent Interest Payment Date on which interest was paid on the notes (or December 11, 2017, if no interest has been paid or duly provided for to maturity or early redemption; and interest shall be payable semi-annually in arrears on January 12 and July 12 of each year, commencing January 12, 2018, to the Persons in whose name such Notes were registered at the close of business on the notes)preceding December 28 or June 27, to but excluding the next scheduled interest payment date) as set forth in Exhibit I.respectively. (d) Principal of, premium, of and interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I.accordance with Sections 307 and 901 of the Base Indenture. (e) Other than as provided in Article Three Four of this Seventh First Supplemental Indenture, the Notes shall not be redeemable. (f) The Notes shall not be entitled to the benefit of any mandatory redemption or sinking fund. (g) The Notes shall not be convertible into any other securities. (h) The Company initially appoints the Trustee as Security Registrar and Paying Agent with respect to the Notes until such time as the Trustee has resigned or a successor has been appointed. (i) The Notes shall be issuable in the form of one or more Global Securities and the Depositary for such Global Security shall be the Depository Trust Company. (j) The Company shall pay principal of, premium, if any, and interest on the Notes in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. (k) A Holder may transfer or exchange Notes only in accordance with the Indenture. Upon any transfer or exchange, the Security Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange, but the Company or the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.

Appears in 1 contract

Samples: First Supplemental Indenture (Arrow Electronics Inc)

Title and Terms of Notes. (a) The aggregate principal amount of Notes which shall be authenticated and delivered on the Issue Date under the Indenture shall be €300,000,000$500,000,000; provided, however, that the Issuer Company from time to time, without giving notice to or seeking the consent of the Holders of the Notes, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes in all respects, except for the issue date, the issue price and the initial interest payment date, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the NotesInterest Payment Date. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes issued under the Indenture) constitute a single series of Debt Securities Notes under the Indenture. The ; provided that if the Additional Notes are not fungible with the Notes for U.S. federal income tax purposes, as applicable, as determined by the Company, the Additional Notes will be issued only in fully registered form without coupons in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof (the “Minimum Denominations”)have a separate CUSIP number. (b) The principal amount of the Notes is due and payable in full on February 11September 1, 20252026 unless earlier redeemed. (c) The Notes shall bear interest at the rate of 1.2504.625% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) from the actual number of days in Issue Date or from the period for which interest is being calculated and the actual number of days from and including the last date most recent Interest Payment Date on which interest was paid on the notes (or December 11, 2017, if no interest has been paid or duly provided for to maturity or early redemption; and interest will be payable semi-annually in arrears on March 1 and September 1 of each year, commencing March 1, 2017, to the Persons in whose name such Notes were registered at the close of business on the notes)preceding February 15 or August 15, to but excluding the next scheduled interest payment date) as set forth in Exhibit I.respectively. (d) Principal of, premium, of and interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I.accordance with Sections 307 and 1001 of the Base Indenture. (e) Other than as provided in Article Three Four of this Seventh Fifth Supplemental Indenture, the Notes shall not be redeemable. (f) The Notes shall not be entitled to the benefit of any mandatory redemption or sinking fund. (g) The Notes shall not be convertible into any other securities. (h) The Company initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes until such time as the Trustee has resigned or a successor has been appointed. (i) The Notes will be issuable in the form of one or more Global Securities and the Depositary for such Global Security will be the Depository Trust Company. (j) The Company shall pay principal of, premium, if any, and interest on the Notes in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. (k) A Holder may transfer or exchange Notes only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange, but the Company or the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.

Appears in 1 contract

Samples: Fifth Supplemental Indenture (MGM Resorts International)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be €300,000,000$3,000,000,000; provided, however, that subject to the Issuer’s compliance with Section 4.06 of the Base Indenture, the Issuer from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment dateInterest Payment Date and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Issuer, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Series Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 99.575% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11, 2025.as set forth in Exhibit A. (c) The rate or rates at which the Notes shall bear interest, the date or dates from which such interest at shall accrue, the rate of 1.250% per annum (computed interest payment dates on the basis of the actual number of days in the period for which any such interest is being calculated shall be payable and the actual number of days from and including the last regular record date for any interest payable on which interest was paid on the notes (or December 11, 2017, if no interest has been paid on the notes), to but excluding the next scheduled any interest payment date) , in each case, shall be as set forth in the form of the Note as set forth in Exhibit I.A. (d) Principal of, premium, interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I. (e) Other than as provided in Article Three III of this Seventh Fifth Supplemental Indenture, the Notes of this Series shall not be redeemable. (e) The Notes of this Series will initially be evidenced by one or more Global Notes issued in the name of Cede & Co., as nominee of The Depository Trust Company. (f) The terms and provisions of Appendix A of the Base Indenture shall apply to the Notes of this Series.

Appears in 1 contract

Samples: Fifth Supplemental Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be €300,000,000$750,000,000; provided, however, that subject to the Issuer Company’s compliance with Section 4.09 of the Base Indenture, the Company from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment dateInterest Payment Date and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Company, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Series Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 100% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11April 15, 20252027 unless earlier redeemed. (c) The Notes of this Series shall bear interest at the rate of 1.250% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) at the actual number rate of days in the period for which interest is being calculated and the actual number of days 5.375% per annum from and including the last date Series Issue Date until maturity or early redemption; and interest will be payable semi-annually in arrears on which interest was paid on the notes April 15 and October 15 of each year (or December 11each, an “Interest Payment Date”), commencing October 15, 2017, if no interest has been paid to the Persons in whose name such Notes of this Series were registered at the close of business on the notes)preceding April 1 or October 1, to but excluding the next scheduled interest payment date) as set forth in Exhibit I.respectively. (d) Principal of, premium, of and interest and additional amounts, if any, on the Notes of this Series shall be payable as set forth in Exhibit I.A. (e) Other than as provided in Article Three III of this Seventh Twenty-Eighth Supplemental Indenture, the Notes of this Series shall not be redeemable. (f) The Notes of this Series shall not be entitled to the benefit of any mandatory redemption or sinking fund. (g) The Notes of this Series shall not be convertible into any other securities. (h) The Notes of this Series will be unsubordinated debt securities and will be entitled to unsubordinated Note Guarantees of the Guarantors in accordance with the terms of the Indenture. (i) The Company initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes of this Series until such time as the Trustee has resigned or a successor has been appointed. (j) The Notes of this Series will initially be evidenced by one or more Global Notes issued in the name of Cede & Co., as nominee of The Depository Trust Company, provided, that Notes of this Series that are initially issued to DT will initially be evidenced by one or more Definitive Notes. (k) The Company shall pay principal of, premium, if any, and interest on the Notes of this Series in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. (l) The terms and provisions of Appendix A of the Base Indenture shall apply to the Notes of this Series.

Appears in 1 contract

Samples: Twenty Eighth Supplemental Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes which shall be authenticated and delivered on the Issue Date under the Indenture shall be €300,000,000$1,000,000,000; provided, however, that the Issuer Company from time to time, without giving notice to or seeking the consent of the Holders of the Notes, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes in all respects, except for the issue date, the issue price and the initial interest payment date, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the NotesInterest Payment Date. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes issued under the Indenture) constitute a single series of Debt Securities Notes under the Indenture. The ; provided that if the Additional Notes are not fungible with the Notes for U.S. federal income tax purposes, as applicable, as determined by the Company, the Additional Notes will be issued only in fully registered form without coupons in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof (the “Minimum Denominations”)have a separate CUSIP number. (b) The principal amount of the Notes is due and payable in full on February 11March 15, 20252022 unless earlier redeemed. (c) The Notes shall bear interest at the rate of 1.2507.75% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) from the actual number of days in Issue Date or from the period for which interest is being calculated and the actual number of days from and including the last date most recent Interest Payment Date on which interest was paid on the notes (or December 11, 2017, if no interest has been paid or duly provided for to maturity or early redemption; and interest will be payable semi-annually in arrears on March 15 and September 15 of each year, commencing September 15, 2012, to the Persons in whose name such Notes were registered at the close of business on the notes)preceding March 1 or September 1, to but excluding the next scheduled interest payment date) as set forth in Exhibit I.respectively. (d) Principal of, premium, of and interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I.accordance with Sections 307 and 1001 of the Base Indenture. (e) Other than as provided in Article Three Four of this Seventh First Supplemental Indenture, the Notes shall not be redeemable. (f) The Notes shall not be entitled to the benefit of any mandatory redemption or sinking fund. (g) The Notes shall not be convertible into any other securities. (h) The Company initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes until such time as the Trustee has resigned or a successor has been appointed. (i) The Notes will be issuable in the form of one or more Global Securities and the Depositary for such Global Security will be the Depository Trust Company. (j) The Company shall pay principal of, premium, if any, and interest on the Notes in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. (k) A Holder may transfer or exchange Notes only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange, but the Company or the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.

Appears in 1 contract

Samples: First Supplemental Indenture (MGM Resorts International)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be €300,000,000$1,000,000,000; provided, however, that the Issuer from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment datedate and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Issuer, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Series Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 99.791% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11, 2025.as set forth in Exhibit A. (c) The rate or rates at which the Notes shall bear interest, the date or dates from which such interest at shall accrue, the rate of 1.250% per annum (computed interest payment dates on the basis of the actual number of days in the period for which any such interest is being calculated shall be payable and the actual number of days from and including the last regular record date for any interest payable on which interest was paid on the notes (or December 11, 2017, if no interest has been paid on the notes), to but excluding the next scheduled any interest payment date) , in each case, shall be as set forth in the form of the Note as set forth in Exhibit I.A. (d) Principal of, premium, interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I. (e) Other than as provided in Article Three III of this Seventh Fourth Supplemental Indenture, the Notes of this Series shall not be redeemable. (e) The Notes of this Series will initially be evidenced by one or more Global Notes issued in the name of Cede & Co., as nominee of The Depository Trust Company.

Appears in 1 contract

Samples: Fourth Supplemental Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Issue Date under the Indenture shall be €300,000,000$1,250,000,000; provided, however, that subject to the Issuer Company’s compliance with Section 4.09 of the Base Indenture, the Company from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment dateInterest Payment Date and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Company, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 100% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11April 28, 20252022 unless earlier redeemed. (c) The Notes of this Series shall bear interest at the rate of 1.250% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) at the actual number rate of days in the period for which interest is being calculated and the actual number of days 6.731% per annum from and including the last date Issue Date until maturity or early redemption; and interest will be payable semi-annually in arrears on which interest was paid July 28 and January 28 of each year (each, an “Interest Payment Date”), commencing July 28, 2013, to the Persons in whose name such Notes of this Series were registered at the close of business on the notes (preceding July 15 or December 11January 15, 2017, if no interest has been paid on the notes), to but excluding the next scheduled interest payment date) as set forth in Exhibit I.respectively. (d) Principal of, premium, of and interest and additional amounts, if any, on the Notes of this Series shall be payable as set forth in Exhibit I.A. (e) Other than as provided in Article Three III of this Seventh Ninth Supplemental Indenture, the Notes of this Series shall not be redeemable. (f) The Notes of this Series shall not be entitled to the benefit of any mandatory redemption or sinking fund. (g) The Notes of this Series shall not be convertible into any other securities. (h) The Notes of this Series will be unsubordinated debt securities and will be entitled to unsubordinated Note Guarantees of the Guarantors in accordance with the terms of the Indenture. (i) The Company initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes of this Series until such time as the Trustee has resigned or a successor has been appointed. (j) The Notes of this Series will initially be evidenced by one or more Definitive Notes issued in the name of DT. (k) The Company shall pay principal of, premium, if any, and interest on the Notes of this Series in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. (l) The terms and provisions of Appendix A of the Base Indenture shall apply to the Notes of this Series.

Appears in 1 contract

Samples: Ninth Supplemental Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be €300,000,000$1,000,000,000; provided, however, that subject to the Issuer’s compliance with Section 4.06 of the Base Indenture, the Issuer from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment datedate and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Issuer, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Series Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 99.690% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11, 2025.as set forth in Exhibit A. (c) The rate or rates at which the Notes shall bear interest, the date or dates from which such interest at shall accrue, the rate of 1.250% per annum (computed interest payment dates on the basis of the actual number of days in the period for which any such interest is being calculated shall be payable and the actual number of days from and including the last regular record date for any interest payable on which interest was paid on the notes (or December 11, 2017, if no interest has been paid on the notes), to but excluding the next scheduled any interest payment date) , in each case, shall be as set forth in the form of the Note as set forth in Exhibit I.A. (d) Principal of, premium, interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I. (e) Other than as provided in Article Three III of this Seventh Twenty-Second Supplemental Indenture, the Notes of this Series shall not be redeemable. (e) The Notes of this Series will initially be evidenced by one or more Global Notes issued in the name of Cede & Co., as nominee of The Depository Trust Company. (f) The terms and provisions of Appendix A of the Base Indenture shall apply to the Notes of this Series.

Appears in 1 contract

Samples: Twenty Second Supplemental Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be €300,000,000$1,000,000,000; provided, however, that subject to the Issuer Company’s compliance with Section 4.09 of the Base Indenture, the Company from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment dateInterest Payment Date and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Company, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Series Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 100% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 111, 20252026 unless earlier redeemed. (c) The Notes of this Series shall bear interest at the rate of 1.250% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) at the actual number rate of days in the period for which interest is being calculated and the actual number of days 4.500% per annum from and including the last date Table of Contents Series Issue Date until maturity or early redemption; and interest will be payable semi-annually in arrears on which interest was paid February 1 and August 1 of each year (each, an “Interest Payment Date”), commencing August 1, 2018, to the Persons in whose name such Notes of this Series were registered at the close of business on the notes (preceding January 15 or December 11July 15, 2017, if no interest has been paid on the notes), to but excluding the next scheduled interest payment date) as set forth in Exhibit I.respectively. (d) Principal of, premium, of and interest and additional amounts, if any, on the Notes of this Series shall be payable as set forth in Exhibit I.A. (e) Other than as provided in Article Three III of this Seventh Thirty-Second Supplemental Indenture, the Notes of this Series shall not be redeemable. (f) The Notes of this Series shall not be entitled to the benefit of any mandatory redemption or sinking fund. (g) The Notes of this Series shall not be convertible into any other securities. (h) The Notes of this Series will be unsubordinated debt securities and will be entitled to unsubordinated Note Guarantees of the Guarantors in accordance with the terms of the Indenture. (i) The Company initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes of this Series until such time as the Trustee has resigned or a successor has been appointed. (j) The Notes of this Series will initially be evidenced by one or more Global Notes issued in the name of Cede & Co., as nominee of The Depository Trust Company. (k) The Company shall pay principal of, premium, if any, and interest on the Notes of this Series in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. (l) The terms and provisions of Appendix A of the Base Indenture shall apply to the Notes of this Series.

Appears in 1 contract

Samples: Senior Notes Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes which shall be authenticated and delivered on the Issue Date under the Indenture shall be €300,000,000$500,000,000; provided, however, that the Issuer Company from time to time, without giving notice to or seeking the consent of the Holders of the Notes, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes in all respects, except for the issue date, the issue price and the initial interest payment date, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of a Company an Authentication Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes issued under the Indenture) constitute a single series of Debt Securities under the Indenture; provided that if the Additional Notes are not fungible with the Notes for U.S. federal income tax purposes, as applicable, the Additional Notes will have a separate CUSIP number. The Notes will be issued only in fully registered form without coupons in minimum denominations of €100,000 $2,000 and integral multiples of $1,000 in excess thereof (the “Minimum Denominations”)thereof. (b) The principal amount of the Notes is due and payable in full on February 11October 15, 20252023 unless earlier redeemed. (c) The Notes shall bear interest at the rate of 1.2505.625% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) from the actual number of days in Issue Date or from the period for which interest is being calculated and the actual number of days from and including the last date most recent Interest Payment Date on which interest was paid on the notes (or December 11, 2017, if no interest has been paid or duly provided for to maturity or early redemption; and interest will be payable semi-annually in arrears on October 15 and April 15 of each year, commencing April 15, 2014, to the Persons in whose name such Notes were registered at the close of business on the notes)preceding October 1 or April 1, to but excluding the next scheduled interest payment date) as set forth in Exhibit I.respectively. (d) Principal of, premium, of and interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I.accordance with Sections 307 and 501 of the Original Indenture. (e) Other than as provided in Article Three Four of this Seventh Eighth Supplemental Indenture, the Notes shall not be redeemable. (f) The Notes shall not be entitled to the benefit of any mandatory redemption or sinking fund. (g) The Notes shall not be convertible into any other securities. (h) Section 1104 of the Original Indenture shall apply to the Notes. (i) The Company initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes until such time as the Trustee has resigned or a successor has been appointed. (j) The Notes (and the notation of Guarantee endorsed thereon) will be issuable in the form of one or more Global Debt Securities and the Depositary for such Global Security will be the Depository Trust Company. (k) The Company shall pay principal of, premium, if any, and interest on the Notes in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. (l) A Holder may transfer or exchange Notes only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange, but the Company or the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.

Appears in 1 contract

Samples: Eighth Supplemental Indenture (L Brands, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be €300,000,000$1,000,000,000; provided, however, that subject to the Issuer Company’s compliance with Section 4.09 of the Base Indenture, the Company from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment dateInterest Payment Date and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Company, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Series Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 100% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11April 15, 20252024 unless earlier redeemed. (c) The Notes of this Series shall bear interest at the rate of 1.250% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) at the actual number rate of days in the period for which interest is being calculated and the actual number of days 6.000% per annum from and including the last date Issue Date until maturity or early redemption; and interest will be payable semi-annually in arrears on which interest was paid April 15 and October 15 of each year (each, an “Interest Payment Date”), commencing October 15, 2016, to the Persons in whose name such Notes of this Series were registered at the close of business on the notes (preceding April 1 or December 11October 1, 2017, if no interest has been paid on the notes), to but excluding the next scheduled interest payment date) as set forth in Exhibit I.respectively. (d) Principal of, premium, of and interest and additional amounts, if any, on the Notes of this Series shall be payable as set forth in Exhibit I.A. (e) Other than as provided in Article Three III of this Seventh Twenty-First Supplemental Indenture, the Notes of this Series shall not be redeemable. (f) The Notes of this Series shall not be entitled to the benefit of any mandatory redemption or sinking fund. (g) The Notes of this Series shall not be convertible into any other securities. (h) The Notes of this Series will be unsubordinated debt securities and will be entitled to unsubordinated Note Guarantees of the Guarantors in accordance with the terms of the Indenture. (i) The Company initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes of this Series until such time as the Trustee has resigned or a successor has been appointed. (j) The Notes of this Series will initially be evidenced by one or more Global Notes issued in the name of Cede & Co., as nominee of The Depository Trust Company. (k) The Company shall pay principal of, premium, if any, and interest on the Notes of this Series in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. (l) The terms and provisions of Appendix A of the Base Indenture shall apply to the Notes of this Series.

Appears in 1 contract

Samples: Senior Notes Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be €300,000,000750,000,000; provided, however, that the Issuer from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment datedate and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Issuer, such Additional Notes may have a separate CUSIP, ISIN, common code or other identifying number, as applicable. (a) The Notes of this Series issued on the Series Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 99.905% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11, 2025.as set forth in Exhibit A. (c) The rate or rates at which the Notes of this Series shall bear interest, the date or dates from which such interest at shall accrue, the rate of 1.250% per annum (computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last payment date on which any such interest was paid shall be payable and the regular record date for any interest payable on the notes (or December 11, 2017, if no interest has been paid on the notes), to but excluding the next scheduled any interest payment date) , in each case, shall be as set forth in the form of the Note as set forth in Exhibit I.A. (d) Principal of, premium, interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I. (e) Other than as provided in Article Three III of this Seventh Sixteenth Supplemental Indenture, the Notes of this Series shall not be redeemable. (e) The Notes of this Series will initially be evidenced by one or more Global Notes registered in the name of BT Globenet Nominees Limited as nominee for the common depositary for Euroclear Bank SA/NV and Clearstream Banking, société anonyme, or its nominee. (f) All payments of interest and principal, including payments made upon any redemption of the Notes of this Series, will be payable in euros. If, on or after April 30, 2024, the euro is unavailable to the Issuer due to the imposition of exchange controls or other circumstances beyond the Issuer’s control or if the euro is no longer being 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 of this Series and the related Note Guarantees as required pursuant to the Indenture will be made in U.S. dollars until the euro is again available to the Issuer or so used. The amount payable on any date in euros will be converted into U.S. 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 recently available market exchange rate for euros, as determined in the Issuer’s sole discretion. Any payment in respect of the Notes of this Series so made in U.S. dollars will not constitute an Event of Default under the Notes of this Series or the Indenture.

Appears in 1 contract

Samples: Senior Notes Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes which shall be authenticated and delivered on the Issue Date under the Indenture shall be €300,000,000$500,000,000; provided, however, that the Issuer from time to time, without giving notice to or seeking the consent of the Holders of the Notes, may issue additional Notes (the “Additional Notes”) in any amount having the same terms as the Notes in all respects, except for the issue date, the issue price and the initial interest payment date, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes issued under the Indenture) constitute a single series of Debt Securities under the Indenture. The Notes will be issued only in fully registered form without coupons in minimum denominations of €100,000 $2,000 and integral multiples of $1,000 in excess thereof (the “Minimum Denominations”). (b) The principal amount of the Notes is due and payable in full on February 11May 8, 20252024. (c) The Notes shall bear interest at the rate of 1.2503.500% per annum (computed on the basis of the actual number a 360 day year comprised of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the notes (or December 11, 2017, if no interest has been paid on the notes), to but excluding the next scheduled interest payment datetwelve 30-day months) as set forth in Exhibit I. (d) Principal of, premium, interest and additional amounts, if any, and interest on the Notes shall be payable as set forth in Exhibit I. (e) Other than as provided in Article Three of this Seventh Ninth Supplemental Indenture, the Notes shall not be redeemable.

Appears in 1 contract

Samples: Ninth Supplemental Indenture (Celanese Corp)

Title and Terms of Notes. (a) The aggregate principal amount of Notes which shall be authenticated and delivered on the Issue Date under the Indenture shall be €300,000,000$750,000,000; provided, however, that the Issuer Company from time to time, without giving notice to or seeking the consent of the Holders of the Notes, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes in all respects, except for the issue date, the issue price and the initial interest payment date, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the NotesInterest Payment Date. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes issued under the Indenture) constitute a single series of Debt Securities Notes under the Indenture. The ; provided that if the Additional Notes are not fungible with the Notes for U.S. federal income tax purposes, as applicable, as determined by the Company, the Additional Notes will be issued only in fully registered form without coupons in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof (the “Minimum Denominations”)have a separate CUSIP number. (b) The principal amount of the Notes is due and payable in full on February 11October 15, 20252028 unless earlier redeemed. (c) The Notes shall bear interest at the rate of 1.2504.750% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) from the actual number of days in Issue Date or from the period for which interest is being calculated and the actual number of days from and including the last date most recent Interest Payment Date on which interest was paid on the notes (or December 11, 2017, if no interest has been paid or duly provided for to maturity or early redemption; and interest will be payable semi-annually in arrears on April 15 and October 15 of each year, commencing April 15, 2021, to the Persons in whose name such Notes were registered at the close of business on the notes)preceding April 1 or October 1, to but excluding the next scheduled interest payment date) as set forth in Exhibit I.respectively. (d) Principal of, premium, of and interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I.accordance with Sections 307 and 1001 of the Base Indenture. (e) Other than as provided in Article Three Four of this Seventh Ninth Supplemental Indenture, the Notes shall not be redeemable. (f) The Notes shall not be entitled to the benefit of any mandatory redemption or sinking fund. (g) The Notes shall not be convertible into any other securities. (h) The Company initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes until such time as the Trustee has resigned or a successor has been appointed. (i) The Notes will be issuable in the form of one or more Global Securities and the Depositary for such Global Security will be the Depository Trust Company. (j) The Company shall pay principal of, premium, if any, and interest on the Notes in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. (k) A Holder may transfer or exchange Notes only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange, but the Company or the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.

Appears in 1 contract

Samples: Ninth Supplemental Indenture (MGM Resorts International)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be €300,000,000$1,250,000,000; provided, however, that the Issuer from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment datedate and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Issuer, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Series Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 99.827% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11, 2025.as set forth in Exhibit A. (c) The rate or rates at which the Notes shall bear interest, the date or dates from which such interest at shall accrue, the rate of 1.250% per annum (computed interest payment dates on the basis of the actual number of days in the period for which any such interest is being calculated shall be payable and the actual number of days from and including the last regular record date for any interest payable on which interest was paid on the notes (or December 11, 2017, if no interest has been paid on the notes), to but excluding the next scheduled any interest payment date) , in each case, shall be as set forth in the form of the Note as set forth in Exhibit I.A. (d) Principal of, premium, interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I. (e) Other than as provided in Article Three III of this Seventh Fifth Supplemental Indenture, the Notes of this Series shall not be redeemable. (e) The Notes of this Series will initially be evidenced by one or more Global Notes issued in the name of Cede & Co., as nominee of The Depository Trust Company.

Appears in 1 contract

Samples: Fifth Supplemental Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be €300,000,000$2,000,000,000; provided, however, that subject to the Issuer’s compliance with Section 4.06 of the Base Indenture, the Issuer from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment dateInterest Payment Date and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Issuer, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Series Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 98.025% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11, 2025.as set forth in Exhibit A. (c) The rate or rates at which the Notes shall bear interest, the date or dates from which such interest at shall accrue, the rate of 1.250% per annum (computed interest payment dates on the basis of the actual number of days in the period for which any such interest is being calculated shall be payable and the actual number of days from and including the last regular record date for any interest payable on which interest was paid on the notes (or December 11, 2017, if no interest has been paid on the notes), to but excluding the next scheduled any interest payment date) , in each case, shall be as set forth in the form of the Note as set forth in Exhibit I.A. (d) Principal of, premium, interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I. (e) Other than as provided in Article Three III of this Seventh Fourth Supplemental Indenture, the Notes of this Series shall not be redeemable. (e) The Notes of this Series will initially be evidenced by one or more Global Notes issued in the name of Cede & Co., as nominee of The Depository Trust Company. (f) The terms and provisions of Appendix A of the Base Indenture shall apply to the Notes of this Series.

Appears in 1 contract

Samples: Fourth Supplemental Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes which shall be authenticated and delivered on the Issue Date under the Indenture shall be €300,000,000$500,000,000; provided, however, that the Issuer Company from time to time, without giving notice to or seeking the consent of the Holders of the Notes, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes in all respects, except for the issue date, the issue price and the initial interest payment date, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the NotesInterest Payment Date. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes issued under the Indenture) constitute a single series of Debt Securities Notes under the Indenture. The ; provided that if the Additional Notes are not fungible with the Notes for U.S. federal income tax purposes, as applicable, as determined by the Company, the Additional Notes will be issued only in fully registered form without coupons in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof (the “Minimum Denominations”)have a separate CUSIP number. (b) The principal amount of the Notes is due and payable in full on February 11March 31, 20252020 unless earlier redeemed. (c) The Notes shall bear interest at the rate of 1.2505.250% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) from the actual number of days in Issue Date or from the period for which interest is being calculated and the actual number of days from and including the last date most recent Interest Payment Date on which interest was paid on the notes (or December 11, 2017, if no interest has been paid or duly provided for to maturity or early redemption; and interest will be payable semi-annually in arrears on March 31 and September 30 of each year, commencing September 30, 2014, to the Persons in whose name such Notes were registered at the close of business on the notes)preceding March 15 or September 15, to but excluding the next scheduled interest payment date) as set forth in Exhibit I.respectively. (d) Principal of, premium, of and interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I.accordance with Sections 307 and 1001 of the Base Indenture. (e) Other than as provided in Article Three Four of this Seventh Third Supplemental Indenture, the Notes shall not be redeemable. (f) The Notes shall not be entitled to the benefit of any mandatory redemption or sinking fund. (g) The Notes shall not be convertible into any other securities. (h) The Company initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes until such time as the Trustee has resigned or a successor has been appointed. (i) The Notes will be issuable in the form of one or more Global Securities and the Depositary for such Global Security will be the Depository Trust Company. (j) The Company shall pay principal of, premium, if any, and interest on the Notes in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. (k) A Holder may transfer or exchange Notes only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange, but the Company or the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.

Appears in 1 contract

Samples: Third Supplemental Indenture (MGM Resorts International)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be €300,000,000600,000,000; provided, however, that the Issuer from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment datedate and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Issuer, such Additional Notes may have a separate CUSIP, ISIN, common code or other identifying number, as applicable. (a) The Notes of this Series issued on the Series Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 99.968% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11, 2025.as set forth in Exhibit A. (c) The rate or rates at which the Notes of this Series shall bear interest, the date or dates from which such interest at shall accrue, the rate of 1.250% per annum (computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last payment date on which any such interest was paid shall be payable and the regular record date for any interest payable on the notes (or December 11, 2017, if no interest has been paid on the notes), to but excluding the next scheduled any interest payment date) , in each case, shall be as set forth in the form of the Note as set forth in Exhibit I.A. (d) Principal of, premium, interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I. (e) Other than as provided in Article Three III of this Seventh Fifteenth Supplemental Indenture, the Notes of this Series shall not be redeemable. (e) The Notes of this Series will initially be evidenced by one or more Global Notes registered in the name of BT Globenet Nominees Limited as nominee for the common depositary for Euroclear Bank SA/NV and Clearstream Banking, société anonyme, or its nominee. (f) All payments of interest and principal, including payments made upon any redemption of the Notes of this Series, will be payable in euros. If, on or after April 30, 2024, the euro is unavailable to the Issuer due to the imposition of exchange controls or other circumstances beyond the Issuer’s control or if the euro is no longer being 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 of this Series and the related Note Guarantees as required pursuant to the Indenture will be made in U.S. dollars until the euro is again available to the Issuer or so used. The amount payable on any date in euros will be converted into U.S. 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 recently available market exchange rate for euros, as determined in the Issuer’s sole discretion. Any payment in respect of the Notes of this Series so made in U.S. dollars will not constitute an Event of Default under the Notes of this Series or the Indenture.

Appears in 1 contract

Samples: Fifteenth Supplemental Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be €300,000,000$1,000,000,000; provided, however, that the Issuer from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment datedate and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Issuer, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Series Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 99.855% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11, 2025.as set forth in Exhibit A. (c) The rate or rates at which the Notes shall bear interest, the date or dates from which such interest at shall accrue, the rate of 1.250% per annum (computed interest payment dates on the basis of the actual number of days in the period for which any such interest is being calculated shall be payable and the actual number of days from and including the last regular record date for any interest payable on which interest was paid on the notes (or December 11, 2017, if no interest has been paid on the notes), to but excluding the next scheduled any interest payment date) , in each case, shall be as set forth in the form of the Note as set forth in Exhibit I.A. (d) Principal of, premium, interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I. (e) Other than as provided in Article Three III of this Seventh Tenth Supplemental Indenture, the Notes of this Series shall not be redeemable. (e) The Notes of this Series will initially be evidenced by one or more Global Notes issued in the name of Cede & Co., as nominee of The Depository Trust Company.

Appears in 1 contract

Samples: Tenth Supplemental Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes which shall be authenticated and delivered on the Issue Date under the Indenture shall be €300,000,000$[ ]; provided, however, that the Issuer Company from time to time, without giving notice to or seeking the consent of the Holders of the Notes, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes in all respects, except for the issue date, the issue price and the initial interest payment date, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of a Company an Authentication Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes issued under the Indenture) constitute a single series of Debt Securities under the Indenture. The Notes will be issued only in fully registered form without coupons in minimum denominations of €100,000 $2,000 and integral multiples of $1,000 in excess thereof (the “Minimum Denominations”)thereof. (b) The principal amount of the Notes is due and payable in full on February 11, 2025[ ] unless earlier redeemed. (c) The Notes shall bear interest at the rate of 1.250[ ]% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) from the actual number of days in Issue Date or from the period for which interest is being calculated and the actual number of days from and including the last date most recent Interest Payment Date on which interest was paid on the notes (or December 11, 2017, if no interest has been paid or duly provided for to maturity or early redemption; and interest will be payable semi-annually in arrears on [ ] and [ ] of each year, commencing [ ], to the Persons in whose name such Notes were registered at the close of business on the notes)preceding [ ] or [ ], to but excluding the next scheduled interest payment date) as set forth in Exhibit I.respectively. (d) Principal of, premium, of and interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I.accordance with Sections 307 and 501 of the Original Indenture. (e) Other than as provided in Article Three Four of this Seventh Fifth Supplemental Indenture, the Notes shall not be redeemable. (f) The Notes shall not be entitled to the benefit of any mandatory redemption or sinking fund. (g) The Notes shall not be convertible into any other securities. (h) Section 1104 of the Original Indenture shall apply to the Notes. (i) The Company initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes until such time as the Trustee has resigned or a successor has been appointed. (j) The Notes (and the notation of Guarantee endorsed thereon) will be issuable in the form of one or more Global Debt Securities and the Depositary for such Global Security will be the Depository Trust Company. (k) The Company shall pay principal of, premium, if any, and interest on the Notes in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. (l) A Holder may transfer or exchange Notes only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange, but the Company or the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. (m) Subject to certain conditions and limitations set forth in the Indenture, the Issuer may terminate some of or all its obligations under the Notes, the Guarantees and the Indenture if the Issuer deposits with the Trustee money or U.S. Government Obligations for the payment of principal of, premium, if any, and interest, on, the Notes to redemption or maturity, as the case may be.

Appears in 1 contract

Samples: Fifth Supplemental Indenture (Intimate Brands Holding, LLC)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be €300,000,000$1,250,000,000; provided, however, that the Issuer from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment datedate and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Issuer, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Series Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 99.654% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11, 2025.as set forth in Exhibit A. (c) The rate or rates at which the Notes shall bear interest, the date or dates from which such interest at shall accrue, the rate of 1.250% per annum (computed interest payment dates on the basis of the actual number of days in the period for which any such interest is being calculated shall be payable and the actual number of days from and including the last regular record date for any interest payable on which interest was paid on the notes (or December 11, 2017, if no interest has been paid on the notes), to but excluding the next scheduled any interest payment date) , in each case, shall be as set forth in the form of the Note as set forth in Exhibit I.A. (d) Principal of, premium, interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I. (e) Other than as provided in Article Three III of this Seventh Thirteenth Supplemental Indenture, the Notes of this Series shall not be redeemable. (e) The Notes of this Series will initially be evidenced by one or more Global Notes issued in the name of Cede & Co., as nominee of The Depository Trust Company.

Appears in 1 contract

Samples: Thirteenth Supplemental Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be €300,000,000$3,000,000,000; provided, however, that subject to the Issuer’s compliance with Section 4.06 of the Base Indenture, the Issuer from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment dateInterest Payment Date and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Issuer, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Series Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 99.977% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11, 2025.as set forth in Exhibit A. (c) The rate or rates at which the Notes shall bear interest, the date or dates from which such interest at shall accrue, the rate of 1.250% per annum (computed interest payment dates on the basis of the actual number of days in the period for which any such interest is being calculated shall be payable and the actual number of days from and including the last regular record date for any interest payable on which interest was paid on the notes (or December 11, 2017, if no interest has been paid on the notes), to but excluding the next scheduled any interest payment date) , in each case, shall be as set forth in the form of the Note as set forth in Exhibit I.A. (d) Principal of, premium, interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I. (e) Other than as provided in Article Three III of this Seventh First Supplemental Indenture, the Notes of this Series shall not be redeemable. (e) The Notes of this Series will initially be evidenced by one or more Global Notes issued in the name of Cede & Co., as nominee of The Depository Trust Company. (f) The terms and provisions of Appendix A of the Base Indenture shall apply to the Notes of this Series.

Appears in 1 contract

Samples: First Supplemental Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be €300,000,000$900,000,000; provided, however, that the Issuer from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment datedate and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Issuer, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Series Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 99.789% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11, 2025.as set forth in Exhibit A. (c) The rate or rates at which the Notes shall bear interest, the date or dates from which such interest at shall accrue, the rate of 1.250% per annum (computed interest payment dates on the basis of the actual number of days in the period for which any such interest is being calculated shall be payable and the actual number of days from and including the last regular record date for any interest payable on which interest was paid on the notes (or December 11, 2017, if no interest has been paid on the notes), to but excluding the next scheduled any interest payment date) , in each case, shall be as set forth in the form of the Note as set forth in Exhibit I.A. (d) Principal of, premium, interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I. (e) Other than as provided in Article Three III of this Seventh Supplemental Indenture, the Notes of this Series shall not be redeemable. (e) The Notes of this Series will initially be evidenced by one or more Global Notes issued in the name of Cede & Co., as nominee of The Depository Trust Company.

Appears in 1 contract

Samples: Seventh Supplemental Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes which shall be authenticated and delivered on the Issue Date under the this Indenture shall be €300,000,000ONE BILLION TWO HUNDRED FIFTY MILLION DOLLARS ($1,250,000,000); provided, however, that the Issuer from time to time, without giving notice to or seeking the consent of the Holders Holders, may issue, in accordance with Section 2.02 of the NotesBase Indenture and Section 4.2 hereof, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes in all respects, except for the issue date, the issue price and the initial interest payment date, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the NotesInterest Payment Date. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the this Indenture and will (together with all other Notes issued under the this Indenture) constitute a single series of Debt Securities under the this Indenture. The Notes will be issued only in fully registered form without coupons in minimum denominations of €100,000 $2,000 and integral multiples of $1,000 in excess thereof (the “Minimum Denominations”)thereof. (b) The principal amount of the Notes is due and payable in full on February 11October 15, 20252020. (c) The Notes shall bear interest at the rate of 1.2504.625% per annum (computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the notes (or December 11, 2017, if no interest has been paid on the notes), to but excluding the next scheduled interest payment datea 360-day year comprising twelve 30-day months) as set forth in Exhibit I.A. (d) Principal of, premium, if any and interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I.A. (e) Other than as provided in Article Three of this Seventh Supplemental IndentureIII or Section 4.8 hereof, the Notes shall not be redeemable. (f) The Notes shall not be entitled to the benefit of any mandatory redemption or sinking fund. (g) The Notes shall not be convertible into any other securities. (h) Section 2.05 of the Base Indenture shall apply to the Notes. (i) The Issuer initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes until such time as the Trustee has resigned or a successor has been appointed. The Issuer hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Issuer in accordance with Section 2.03 of the Base Indenture. (j) The Notes will be issuable in the form of one or more Global Notes and the Depositary for such Global Note will be The Depository Trust Company. (k) The Issuer shall pay principal of, premium, if any, and interest on the Notes in money of the United States of America that at the time of payment is legal tender for payment of public and private debts.

Appears in 1 contract

Samples: First Supplemental Indenture (Rockwood Holdings, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Issue Date under the Indenture shall be €300,000,000$600,000,000; provided, however, that subject to the Issuer Company’s compliance with Section 4.09 of the Base Indenture, the Company from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment dateInterest Payment Date and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Company, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 100% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11April 28, 20252023 unless earlier redeemed. (c) The Notes of this Series shall bear interest at the rate of 1.250% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) at the actual number rate of days in the period for which interest is being calculated and the actual number of days (i) 5.950% per annum from and including the last date on which interest was paid on Issue Date to, but not including, the notes Reset Date, and (or December 11ii) from and including the Reset Date until maturity at a rate per annum equal to the Reset Rate, 2017, if no interest has been paid on as determined by the notes), Calculation Agent according to but excluding the next scheduled interest payment date) as Pricing Mechanism set forth in Exhibit I.Article IV of this Fifth Supplemental Indenture, or, in each case, until early redemption; and interest will be payable semi-annually in arrears on April 28 and October 28 of each year (each, an “Interest Payment Date”), commencing October 28, 2013, to the Persons in whose name such Notes of this Series were registered at the close of business on the preceding April 15 or October 15, respectively. (d) Principal of, premium, of and interest and additional amounts, if any, on the Notes of this Series shall be payable as set forth in Exhibit I.A. (e) Other than as provided in Article Three III of this Seventh Fifth Supplemental Indenture, the Notes of this Series shall not be redeemable. (f) The Notes of this Series shall not be entitled to the benefit of any mandatory redemption or sinking fund. (g) The Notes of this Series shall not be convertible into any other securities. (h) The Notes of this Series will be unsubordinated debt securities and will be entitled to unsubordinated Note Guarantees of the Guarantors in accordance with the terms of the Indenture. (i) The Company initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes of this Series until such time as the Trustee has resigned or a successor has been appointed. (j) The Notes of this Series will initially be evidenced by one or more Definitive Notes issued in the name of DT. (k) The Company shall pay principal of, premium, if any, and interest on the Notes of this Series in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. (l) The terms and provisions of Appendix A of the Base Indenture shall apply to the Notes of this Series.

Appears in 1 contract

Samples: Fifth Supplemental Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be €300,000,000$2,000,000,000; provided, however, that subject to the Issuer Company’s compliance with Section 4.09 of the Base Indenture, the Company from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment dateInterest Payment Date and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Company, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Series Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 100% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11March 15, 20252021 unless earlier redeemed. (c) The Notes of this Series shall bear interest at the rate of 1.250% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) at the actual number rate of days in the period for which interest is being calculated and the actual number of days 5.300% per annum from and including the last date Series Issue Date until maturity or early redemption; and interest will be payable semi-annually in arrears on which interest was paid on the notes March 15 and September 15 of each year (or December 11each, an “Interest Payment Date”), commencing September 15, 2017, if no interest has been paid to the Persons in whose name such Notes of this Series were registered at the close of business on the notes)preceding March 1 or September 1, to but excluding the next scheduled interest payment date) as set forth in Exhibit I.respectively. (d) Principal of, premium, of and interest and additional amounts, if any, on the Notes of this Series shall be payable as set forth in Exhibit I.A. (e) Other than as provided in Article Three III of this Seventh Twenty-Ninth Supplemental Indenture, the Notes of this Series shall not be redeemable. (f) The Notes of this Series shall not be entitled to the benefit of any mandatory redemption or sinking fund. (g) The Notes of this Series shall not be convertible into any other securities. (h) The Notes of this Series will be unsubordinated debt securities and will be entitled to unsubordinated Note Guarantees of the Guarantors in accordance with the terms of the Indenture. (i) The Company initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes of this Series until such time as the Trustee has resigned or a successor has been appointed. (j) The Notes of this Series will initially be evidenced by one or more Definitive Notes issued in the name of DT. (k) The Company shall pay principal of, premium, if any, and interest on the Notes of this Series in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. (l) The terms and provisions of Appendix A of the Base Indenture shall apply to the Notes of this Series.

Appears in 1 contract

Samples: Senior Notes Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be €300,000,000$1,000,000,000; provided, however, that subject to the Issuer’s compliance with Section 4.06 of the Base Indenture, the Issuer from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment dateInterest Payment Date and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Issuer, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Series Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 99.832% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11, 2025.as set forth in Exhibit A. (c) The rate or rates at which the Notes shall bear interest, the date or dates from which such interest at shall accrue, the rate of 1.250% per annum (computed interest payment dates on the basis of the actual number of days in the period for which any such interest is being calculated shall be payable and the actual number of days from and including the last regular record date for any interest payable on which interest was paid on the notes (or December 11, 2017, if no interest has been paid on the notes), to but excluding the next scheduled any interest payment date) , in each case, shall be as set forth in the form of the Note as set forth in Exhibit I.A. (d) Principal of, premium, interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I. (e) Other than as provided in Article Three III of this Seventh Supplemental Indenture, the Notes of this Series shall not be redeemable. (e) The Notes of this Series will initially be evidenced by one or more Global Notes issued in the name of Cede & Co., as nominee of The Depository Trust Company. (f) The terms and provisions of Appendix A of the Base Indenture shall apply to the Notes of this Series.

Appears in 1 contract

Samples: Seventh Supplemental Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be €300,000,000$2,000,000,000; provided, however, that subject to the Issuer Company’s compliance with Section 4.09 of the Base Indenture, the Company from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment dateInterest Payment Date and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Company, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Series Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 100% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11March 15, 20252021 unless earlier redeemed. (c) The Notes of this Series shall bear interest at the rate of 1.250% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) at the actual number rate of days in the period for which interest is being calculated and the actual number of days 5.300% per annum from and including the last date Issue Date until maturity or early redemption; and interest will be payable semi-annually in arrears on which interest was paid March 15 and September 15 of each year (each, an “Interest Payment Date”), commencing on the notes (or December 11March 15, 2017, if no interest has been paid to the Persons in whose name such Notes of this Series were registered at the close of business on the notes)preceding March 1 or September 1, to but excluding the next scheduled interest payment date) as set forth in Exhibit I.respectively. (d) Principal of, premium, of and interest and additional amounts, if any, on the Notes of this Series shall be payable as set forth in Exhibit I.A. (e) Other than as provided in Article Three III of this Seventh [Twenty-First] Supplemental Indenture, the Notes of this Series shall not be redeemable. (f) The Notes of this Series shall not be entitled to the benefit of any mandatory redemption or sinking fund. (g) The Notes of this Series shall not be convertible into any other securities. (h) The Notes of this Series will be unsubordinated debt securities and will be entitled to unsubordinated Note Guarantees of the Guarantors in accordance with the terms of the Indenture. (i) The Company initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes of this Series until such time as the Trustee has resigned or a successor has been appointed. (j) The Notes of this Series will initially be evidenced by one or more Definitive Notes issued in the name of DT. (k) The Company shall pay principal of, premium, if any, and interest on the Notes of this Series in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. (l) The terms and provisions of Appendix A of the Base Indenture shall apply to the Notes of this Series.

Appears in 1 contract

Samples: Purchase Agreement (T-Mobile US, Inc.)

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Title and Terms of Notes. (a) The aggregate principal amount of Notes which shall be authenticated and delivered on the Issue Date under the Indenture shall be €300,000,000$1,250,000,000; provided, however, that the Issuer Company from time to time, without giving notice to or seeking the consent of the Holders of the Notes, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes in all respects, except for the issue date, the issue price and the initial interest payment date, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the NotesInterest Payment Date. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes issued under the Indenture) constitute a single series of Debt Securities Notes under the Indenture. The ; provided that if the Additional Notes are not fungible with the Notes for U.S. federal income tax purposes, as applicable, as determined by the Company, the Additional Notes will be issued only in fully registered form without coupons in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof (the “Minimum Denominations”)have a separate CUSIP number. (b) The principal amount of the Notes is due and payable in full on February 11March 15, 20252023 unless earlier redeemed. (c) The Notes shall bear interest at the rate of 1.2506.000% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) from the actual number of days in Issue Date or from the period for which interest is being calculated and the actual number of days from and including the last date most recent Interest Payment Date on which interest was paid on the notes (or December 11, 2017, if no interest has been paid or duly provided for to maturity or early redemption; and interest will be payable semi-annually in arrears on March 15 and September 15 of each year, commencing March 15, 2015, to the Persons in whose name such Notes were registered at the close of business on the notes)preceding March 1 or September 1, to but excluding the next scheduled interest payment date) as set forth in Exhibit I.respectively. (d) Principal of, premium, of and interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I.accordance with Sections 307 and 1001 of the Base Indenture. (e) Other than as provided in Article Three Four of this Seventh Fourth Supplemental Indenture, the Notes shall not be redeemable. (f) The Notes shall not be entitled to the benefit of any mandatory redemption or sinking fund. (g) The Notes shall not be convertible into any other securities. (h) The Company initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes until such time as the Trustee has resigned or a successor has been appointed. (i) The Notes will be issuable in the form of one or more Global Securities and the Depositary for such Global Security will be the Depository Trust Company. (j) The Company shall pay principal of, premium, if any, and interest on the Notes in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. (k) A Holder may transfer or exchange Notes only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange, but the Company or the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.

Appears in 1 contract

Samples: Fourth Supplemental Indenture (MGM Resorts International)

Title and Terms of Notes. (a) The aggregate principal amount of Notes which shall be authenticated and delivered on the Issue Date under the Indenture shall be €300,000,000$500,000,000; provided, however, that the Issuer Company from time to time, without giving notice to or seeking the consent of the Holders of the Notes, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes in all respects, except for the issue date, the issue price and the initial interest payment date, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the NotesInterest Payment Date. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication Order to that effect, and when so authenticated, will shall constitute “Notes” for all purposes of the Indenture and will shall (together with all other Notes issued under the Indenture) constitute a single series of Debt Securities Notes under the Indenture. The ; provided that if the Additional Notes will be issued only in fully registered form without coupons in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof (are not fungible with the “Minimum Denominations”)Notes for U.S. federal income tax purposes, as determined by the Company, the Additional Notes shall have a separate CUSIP number. (b) The principal amount of the Notes is due and payable in full on February 11September 8, 20252024 unless earlier redeemed. (c) The Notes shall bear interest at the rate of 1.2503.250% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) from the actual number of days in Issue Date or from the period for which interest is being calculated and the actual number of days from and including the last date most recent Interest Payment Date on which interest was paid on the notes (or December 11, 2017, if no interest has been paid or duly provided for to maturity or early redemption; and interest shall be payable semi-annually in arrears on March 8 and September 8 of each year, commencing March 8, 2018, to the Persons in whose name such Notes were registered at the close of business on the notes)preceding February 21 or August 24, to but excluding the next scheduled interest payment date) as set forth in Exhibit I.respectively. (d) Principal of, premium, of and interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I.accordance with Sections 307 and 901 of the Base Indenture. (e) Other than as provided in Article Three Four of this Seventh Second Supplemental Indenture, the Notes shall not be redeemable. (f) The Notes shall not be entitled to the benefit of any mandatory redemption or sinking fund. (g) The Notes shall not be convertible into any other securities. (h) The Company initially appoints the Trustee as Security Registrar and Paying Agent with respect to the Notes until such time as the Trustee has resigned or a successor has been appointed. (i) The Notes shall be issuable in the form of one or more Global Securities and the Depositary for such Global Security shall be the Depository Trust Company. (j) The Company shall pay principal of, premium, if any, and interest on the Notes in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. (k) A Holder may transfer or exchange Notes only in accordance with the Indenture. Upon any transfer or exchange, the Security Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange, but the Company or the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.

Appears in 1 contract

Samples: Second Supplemental Indenture (Arrow Electronics Inc)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be €300,000,000$750,000,000; provided, however, that the Issuer from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment datedate and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Issuer, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Series Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 99.896% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11, 2025.as set forth in Exhibit A. (c) The rate or rates at which the Notes shall bear interest, the date or dates from which such interest at shall accrue, the rate of 1.250% per annum (computed interest payment dates on the basis of the actual number of days in the period for which any such interest is being calculated shall be payable and the actual number of days from and including the last regular record date for any interest payable on which interest was paid on the notes (or December 11, 2017, if no interest has been paid on the notes), to but excluding the next scheduled any interest payment date) , in each case, shall be as set forth in the form of the Note as set forth in Exhibit I.A. (d) Principal of, premium, interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I. (e) Other than as provided in Article Three III of this Seventh Fourteenth Supplemental Indenture, the Notes of this Series shall not be redeemable. (e) The Notes of this Series will initially be evidenced by one or more Global Notes issued in the name of Cede & Co., as nominee of The Depository Trust Company.

Appears in 1 contract

Samples: Supplemental Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be €300,000,000$1,250,000,000; provided, however, that subject to the Issuer’s compliance with Section 4.06 of the Base Indenture, the Issuer from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment dateInterest Payment Date and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Issuer, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Series Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 99.787% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11, 2025.as set forth in Exhibit A. (c) The rate or rates at which the Notes shall bear interest, the date or dates from which such interest at shall accrue, the rate of 1.250% per annum (computed interest payment dates on the basis of the actual number of days in the period for which any such interest is being calculated shall be payable and the actual number of days from and including the last regular record date for any interest payable on which interest was paid on the notes (or December 11, 2017, if no interest has been paid on the notes), to but excluding the next scheduled any interest payment date) , in each case, shall be as set forth in the form of the Note as set forth in Exhibit I.A. (d) Principal of, premium, interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I. (e) Other than as provided in Article Three III of this Seventh Eighth Supplemental Indenture, the Notes of this Series shall not be redeemable. (e) The Notes of this Series will initially be evidenced by one or more Global Notes issued in the name of Cede & Co., as nominee of The Depository Trust Company. (f) The terms and provisions of Appendix A of the Base Indenture shall apply to the Notes of this Series.

Appears in 1 contract

Samples: Eighth Supplemental Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes which shall be authenticated and delivered on the Issue Date under the Indenture shall be €300,000,000$500,000,000; provided, however, that the Issuer Company from time to time, without giving notice to or seeking the consent of the Holders of the Notes, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes in all respects, except for the issue date, the issue price and the initial interest payment date, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the NotesInterest Payment Date. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication Order to that effect, and when so authenticated, will shall constitute “Notes” for all purposes of the Indenture and will shall (together with all other Notes issued under the Indenture) constitute a single series of Debt Securities Notes under the Indenture. The ; provided that if the Additional Notes will be issued only in fully registered form without coupons in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof (are not fungible with the “Minimum Denominations”)Notes for U.S. federal income tax purposes, as determined by the Company, the Additional Notes shall have a separate CUSIP number. (b) The principal amount of the Notes is due and payable in full on February 1115, 20252032 unless earlier redeemed. (c) The Notes shall bear interest at the rate of 1.2502.950% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) from the actual number of days in Issue Date or from the period for which interest is being calculated and the actual number of days from and including the last date most recent Interest Payment Date on which interest was paid on the notes (or December 11, 2017, if no interest has been paid or duly provided for to maturity or early redemption; and interest shall be payable semi-annually in arrears on February 15 and August 15 of each year, commencing February 15, 2022, to the Persons in whose name such Notes were registered at the close of business on the notes)preceding February 1 or August 1, to but excluding the next scheduled interest payment date) as set forth in Exhibit I.respectively. (d) Principal of, premium, of and interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I.accordance with Sections 307 and 901 of the Base Indenture. (e) Other than as provided in Article Three Four of this Seventh Third Supplemental Indenture, the Notes shall not be redeemable. (f) The Notes shall not be entitled to the benefit of any mandatory redemption or sinking fund. (g) The Notes shall not be convertible into any other securities. (h) The Company initially appoints the Trustee as Security Registrar and Paying Agent with respect to the Notes until such time as the Trustee has resigned or a successor has been appointed. (i) The Notes shall be issuable in the form of one or more Global Securities and the Depositary for such Global Security shall be the Depository Trust Company. (j) The Company shall pay principal of, premium, if any, and interest on the Notes in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. (k) A Holder may transfer or exchange Notes only in accordance with the Indenture. Upon any transfer or exchange, the Security Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange, but the Company or the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.

Appears in 1 contract

Samples: Third Supplemental Indenture (Arrow Electronics Inc)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be €300,000,000$7,000,000,000; provided, however, that subject to the Issuer’s compliance with Section 4.06 of the Base Indenture, the Issuer from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment dateInterest Payment Date and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Issuer, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Series Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 99.278% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11, 2025.as set forth in Exhibit A. (c) The rate or rates at which the Notes shall bear interest, the date or dates from which such interest at shall accrue, the rate of 1.250% per annum (computed interest payment dates on the basis of the actual number of days in the period for which any such interest is being calculated shall be payable and the actual number of days from and including the last regular record date for any interest payable on which interest was paid on the notes (or December 11, 2017, if no interest has been paid on the notes), to but excluding the next scheduled any interest payment date) , in each case, shall be as set forth in the form of the Note as set forth in Exhibit I.A. (d) Principal of, premium, interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I. (e) Other than as provided in Article Three III of this Seventh Third Supplemental Indenture, the Notes of this Series shall not be redeemable. (e) The Notes of this Series will initially be evidenced by one or more Global Notes issued in the name of Cede & Co., as nominee of The Depository Trust Company. (f) The terms and provisions of Appendix A of the Base Indenture shall apply to the Notes of this Series.

Appears in 1 contract

Samples: Third Supplemental Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes which shall be authenticated and delivered on the Issue Date under the Indenture shall be €300,000,000500,000,000; provided, however, that the Issuer from time to time, without giving notice to or seeking the consent of the Holders of the Notes, may issue additional Notes (the “Additional Notes”) in any amount having the same terms as the Notes in all respects, except for the issue date, the issue price and the initial interest payment date, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. Any such Additional Notes shall be authenticated by the Authenticating Agent upon receipt of an Authentication Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes issued under the Indenture) constitute a single series of Debt Securities under the Indenture. The Notes will be issued only in fully registered form without coupons in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof (the “Minimum Denominations”). (b) The principal amount of the Notes is due and payable in full on February 11September 10, 20252028. (c) The Notes shall bear interest at the rate of 1.2500.625% per annum (computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the notes (or December 11September 10, 20172021, if no interest has been paid on the notes), to but excluding the next scheduled interest payment date) as set forth in Exhibit I. (d) Principal of, premium, interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I. (e) Other than as provided in Article Three of this Seventh Eleventh Supplemental Indenture, the Notes shall not be redeemable.

Appears in 1 contract

Samples: Eleventh Supplemental Indenture (Celanese Corp)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be €300,000,000$500,000,000; provided, however, that subject to the Issuer’s compliance with Section 4.06 of the Base Indenture, the Issuer from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment datedate and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Issuer, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Series Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 99.934% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11, 2025.as set forth in Exhibit A. (c) The rate or rates at which the Notes shall bear interest, the date or dates from which such interest at shall accrue, the rate of 1.250% per annum (computed interest payment dates on the basis of the actual number of days in the period for which any such interest is being calculated shall be payable and the actual number of days from and including the last regular record date for any interest payable on which interest was paid on the notes (or December 11, 2017, if no interest has been paid on the notes), to but excluding the next scheduled any interest payment date) , in each case, shall be as set forth in the form of the Note as set forth in Exhibit I.A. (d) Principal of, premium, interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I. (e) Other than as provided in Article Three III of this Seventh Twenty-First Supplemental Indenture, the Notes of this Series shall not be redeemable. (e) The Notes of this Series will initially be evidenced by one or more Global Notes issued in the name of Cede & Co., as nominee of The Depository Trust Company. (f) The terms and provisions of Appendix A of the Base Indenture shall apply to the Notes of this Series.

Appears in 1 contract

Samples: Twenty First Supplemental Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be €300,000,000$1,500,000,000; provided, however, that subject to the Issuer Company’s compliance with Section 4.09 of the Base Indenture, the Company from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment dateInterest Payment Date and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Company, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Series Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 100% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 111, 20252028 unless earlier redeemed. (c) The Notes of this Series shall bear interest at the rate of 1.250% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) at the actual number rate of days in the period for which interest is being calculated and the actual number of days 4.750% per annum from and including the last date Table of Contents Series Issue Date until maturity or early redemption; and interest will be payable semi-annually in arrears on which interest was paid February 1 and August 1 of each year (each, an “Interest Payment Date”), commencing August 1, 2018, to the Persons in whose name such Notes of this Series were registered at the close of business on the notes (preceding January 15 or December 11July 15, 2017, if no interest has been paid on the notes), to but excluding the next scheduled interest payment date) as set forth in Exhibit I.respectively. (d) Principal of, premium, of and interest and additional amounts, if any, on the Notes of this Series shall be payable as set forth in Exhibit I.A. (e) Other than as provided in Article Three III of this Seventh Thirty-Third Supplemental Indenture, the Notes of this Series shall not be redeemable. (f) The Notes of this Series shall not be entitled to the benefit of any mandatory redemption or sinking fund. (g) The Notes of this Series shall not be convertible into any other securities. (h) The Notes of this Series will be unsubordinated debt securities and will be entitled to unsubordinated Note Guarantees of the Guarantors in accordance with the terms of the Indenture. (i) The Company initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes of this Series until such time as the Trustee has resigned or a successor has been appointed. (j) The Notes of this Series will initially be evidenced by one or more Global Notes issued in the name of Cede & Co., as nominee of The Depository Trust Company. (k) The Company shall pay principal of, premium, if any, and interest on the Notes of this Series in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. (l) The terms and provisions of Appendix A of the Base Indenture shall apply to the Notes of this Series.

Appears in 1 contract

Samples: Senior Notes Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be €300,000,000$500,000,000; provided, however, that subject to the Issuer Company’s compliance with Section 4.09 of the Base Indenture, the Company from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment dateInterest Payment Date and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Company, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Series Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 100% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11April 15, 20252025 unless earlier redeemed. (c) The Notes of this Series shall bear interest at the rate of 1.250% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) at the actual number rate of days in the period for which interest is being calculated and the actual number of days 5.125% per annum from and including the last date Series Issue Date until maturity or early redemption; and interest will be payable semi-annually in arrears on which interest was paid on the notes April 15 and October 15 of each year (or December 11each, an “Interest Payment Date”), commencing October 15, 2017, if no interest has been paid to the Persons in whose name such Notes of this Series were registered at the close of business on the notes)preceding April 1 or October 1, to but excluding the next scheduled interest payment date) as set forth in Exhibit I.respectively. (d) Principal of, premium, of and interest and additional amounts, if any, on the Notes of this Series shall be payable as set forth in Exhibit I.A. (e) Other than as provided in Article Three III of this Seventh Twenty-Fourth Supplemental Indenture, the Notes of this Series shall not be redeemable. (f) The Notes of this Series shall not be entitled to the benefit of any mandatory redemption or sinking fund. (g) The Notes of this Series shall not be convertible into any other securities. (h) The Notes of this Series will be unsubordinated debt securities and will be entitled to unsubordinated Note Guarantees of the Guarantors in accordance with the terms of the Indenture. (i) The Company initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes of this Series until such time as the Trustee has resigned or a successor has been appointed. (j) The Notes of this Series will initially be evidenced by one or more Global Notes issued in the name of Cede & Co., as nominee of The Depository Trust Company. (k) The Company shall pay principal of, premium, if any, and interest on the Notes of this Series in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. (l) The terms and provisions of Appendix A of the Base Indenture shall apply to the Notes of this Series.

Appears in 1 contract

Samples: Senior Notes Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be €300,000,000$1,300,000,000; provided, however, that subject to the Issuer’s compliance with Section 4.06 of the Base Indenture, the Issuer from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment datedate and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Issuer, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Series Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 99.898% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11, 2025.as set forth in Exhibit A. (c) The rate or rates at which the Notes shall bear interest, the date or dates from which such interest at shall accrue, the rate of 1.250% per annum (computed interest payment dates on the basis of the actual number of days in the period for which any such interest is being calculated shall be payable and the actual number of days from and including the last regular record date for any interest payable on which interest was paid on the notes (or December 11, 2017, if no interest has been paid on the notes), to but excluding the next scheduled any interest payment date) , in each case, shall be as set forth in the form of the Note as set forth in Exhibit I.A. (d) Principal of, premium, interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I. (e) Other than as provided in Article Three III of this Seventh Nineteenth Supplemental Indenture, the Notes of this Series shall not be redeemable. (e) The Notes of this Series will initially be evidenced by one or more Global Notes issued in the name of Cede & Co., as nominee of The Depository Trust Company. (f) The terms and provisions of Appendix A of the Base Indenture shall apply to the Notes of this Series.

Appears in 1 contract

Samples: Nineteenth Supplemental Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes which shall be authenticated and delivered on the Issue Date under the Indenture shall be €300,000,000$750,000,000; provided, however, that the Issuer Company from time to time, without giving notice to or seeking the consent of the Holders of the Notes, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes in all respects, except for the issue date, the issue price and the initial interest payment date, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the NotesInterest Payment Date. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes issued under the Indenture) constitute a single series of Debt Securities Notes under the Indenture. The ; provided that if the Additional Notes are not fungible with the Notes for U.S. federal income tax purposes, as applicable, as determined by the Company, the Additional Notes will be issued only in fully registered form without coupons in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof (the “Minimum Denominations”)have a separate CUSIP number. (b) The principal amount of the Notes is due and payable in full on February 11April 15, 20252032 unless earlier redeemed. (c) The Notes shall bear interest at the rate of 1.2506.500% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) from the actual number of days in Issue Date or from the period for which interest is being calculated and the actual number of days from and including the last date most recent Interest Payment Date on which interest was paid on the notes (or December 11, 2017, if no interest has been paid or duly provided for to maturity or early redemption; and interest will be payable semi-annually in arrears on April 15 and October 15 of each year, commencing October 15, 2024, to the Persons in whose name such Notes were registered at the close of business on the notes)preceding April 1 or October 1, to but excluding the next scheduled interest payment date) as set forth in Exhibit I.respectively. (d) Principal of, premium, of and interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I.accordance with Sections 307 and 1001 of the Base Indenture. (e) Other than as provided in Article Three Four of this Seventh First Supplemental Indenture, the Notes shall not be redeemable. (f) The Notes shall not be entitled to the benefit of any mandatory redemption or sinking fund. (g) The Notes shall not be convertible into any other securities. (h) The Company initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes until such time as the Trustee has resigned or a successor has been appointed. (i) The Notes will be issuable in the form of one or more Global Securities and the Depositary for such Global Security will be the Depository Trust Company. (j) The Company shall pay principal of, premium, if any, and interest on the Notes in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. (k) A Holder may transfer or exchange Notes only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange, but the Company or the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.

Appears in 1 contract

Samples: First Supplemental Indenture (MGM Resorts International)

Title and Terms of Notes. (a) The aggregate principal amount of Notes which shall be authenticated and delivered on the Issue Date under the Indenture shall be €300,000,000$500,000,000; provided, however, that the Issuer from time to time, without giving notice to or seeking the consent of the Holders of the Notes, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes in all respects, except for the issue date, the issue price and the initial interest payment date, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes issued under the Indenture) constitute a single series of Debt Securities under the Indenture. The Notes will be issued only in fully registered form without coupons in minimum denominations of €100,000 $1,000 and integral multiples of $1,000 in excess thereof (the “Minimum Denominations”)thereof. (b) The principal amount of the Notes is due and payable in full on February 11November 15, 20252022. (c) The Notes shall bear interest at the rate of 1.2504.625% per annum (computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the notes (or December 11, 2017, if no interest has been paid on the notes), to but excluding the next scheduled interest payment datea 360-day year comprising twelve 30-day months) as set forth in Exhibit I. (d) Principal of, premium, if any and interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I. (e) Other than as provided in Article Three of this Seventh Second Supplemental Indenture, the Notes shall not be redeemable. (f) The Notes shall not be entitled to the benefit of any mandatory redemption or sinking fund. (g) The Notes shall not be convertible into any other securities. (h) Section 2.7 of the Base Indenture shall apply to the Notes. (i) The Issuer initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes until such time as the Trustee has resigned or a successor has been appointed. (j) The Notes (and the notation of Guarantee endorsed thereon) will be issuable in the form of one or more Global Securities and the Depositary for such Global Security will be the Depository Trust Company. (k) The Issuer shall pay principal of, premium, if any, and interest on the Notes in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. (l) A Holder may transfer or exchange Notes only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange, but the Issuer or the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Issuer is not required to transfer or exchange any Note for a period of 15 days before a selection of Notes to be redeemed or purchased.

Appears in 1 contract

Samples: Second Supplemental Indenture (Celanese Corp)

Title and Terms of Notes. (a) The aggregate principal amount of Notes which shall be authenticated and delivered on the Issue Date under the Indenture shall be €300,000,000; provided, however, that the Issuer from time to time, without giving notice to or seeking the consent of the Holders of the Notes, may issue additional Notes (the “Additional Notes”) in any amount having the same terms as the Notes in all respects, except for the issue date, the issue price and the initial interest payment date, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. Any such Additional Notes shall be authenticated by the Authenticating Agent upon receipt of an Authentication Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes issued under the Indenture) constitute a single series of Debt Securities under the Indenture. The Notes will be issued only in fully registered form without coupons in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof (the “Minimum Denominations”). (b) The principal amount of the Notes is due and payable in full on February 11October 15, 20252019. (c) The Notes shall bear interest at the rate of 1.2503.250% per annum (computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the notes (or December 11September 24, 20172014, if no interest has been paid on the notes), to but excluding the next scheduled interest payment date) as set forth in Exhibit I. (d) Principal of, premium, interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I. (e) Other than as provided in Article Three of this Seventh Third Supplemental Indenture, the Notes shall not be redeemable.

Appears in 1 contract

Samples: Third Supplemental Indenture (Celanese Corp)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be €300,000,000$1,000,000,000; provided, however, that the Issuer from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment datedate and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Issuer, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Series Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 99.830% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11, 2025.as set forth in Exhibit A. (c) The rate or rates at which the Notes shall bear interest, the date or dates from which such interest at shall accrue, the rate of 1.250% per annum (computed interest payment dates on the basis of the actual number of days in the period for which any such interest is being calculated shall be payable and the actual number of days from and including the last regular record date for any interest payable on which interest was paid on the notes (or December 11, 2017, if no interest has been paid on the notes), to but excluding the next scheduled any interest payment date) , in each case, shall be as set forth in the form of the Note as set forth in Exhibit I.A. (d) Principal of, premium, interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I. (e) Other than as provided in Article Three III of this Seventh Eleventh Supplemental Indenture, the Notes of this Series shall not be redeemable. (e) The Notes of this Series will initially be evidenced by one or more Global Notes issued in the name of Cede & Co., as nominee of The Depository Trust Company.

Appears in 1 contract

Samples: Eleventh Supplemental Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Issue Date under the Indenture shall be €300,000,000$1,250,000,000; provided, however, that subject to the Issuer Company’s compliance with Section 4.09 of the Base Indenture, the Company from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment dateInterest Payment Date and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Company, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 100% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11April 28, 20252020 unless earlier redeemed. (c) The Notes of this Series shall bear interest at the rate of 1.250% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) at the actual number rate of days in the period for which interest is being calculated and the actual number of days (i) 5.656% per annum from and including the last date on which interest was paid on Issue Date to, but not including, the notes Reset Date, and (or December 11ii) from and including the Reset Date until maturity at a rate per annum equal to the Reset Rate, 2017, if no interest has been paid on as determined by the notes), Calculation Agent according to but excluding the next scheduled interest payment date) as Pricing Mechanism set forth in Exhibit I.Article IV of this Second Supplemental Indenture, or, in each case, until early redemption; and interest will be payable semi-annually in arrears on April 28 and October 28 of each year (each, an “Interest Payment Date”), commencing October 28, 2013, to the Persons in whose name such Notes of this Series were registered at the close of business on the preceding April 15 or October 15, respectively. (d) Principal of, premium, of and interest and additional amounts, if any, on the Notes of this Series shall be payable as set forth in Exhibit I.A. (e) Other than as provided in Article Three III of this Seventh Second Supplemental Indenture, the Notes of this Series shall not be redeemable. (f) The Notes of this Series shall not be entitled to the benefit of any mandatory redemption or sinking fund. (g) The Notes of this Series shall not be convertible into any other securities. (h) The Notes of this Series will be unsubordinated debt securities and will be entitled to unsubordinated Note Guarantees of the Guarantors in accordance with the terms of the Indenture. (i) The Company initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes of this Series until such time as the Trustee has resigned or a successor has been appointed. (j) The Notes of this Series will initially be evidenced by one or more Definitive Notes issued in the name of DT. (k) The Company shall pay principal of, premium, if any, and interest on the Notes of this Series in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. (l) The terms and provisions of Appendix A of the Base Indenture shall apply to the Notes of this Series.

Appears in 1 contract

Samples: Second Supplemental Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be €300,000,000$700,000,000; provided, however, that the Issuer from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment datedate and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Issuer, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Series Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 99.794% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11, 2025.as set forth in Exhibit A. (c) The rate or rates at which the Notes of this Series shall bear interest, the date or dates from which such interest at shall accrue, the rate of 1.250% per annum (computed interest payment dates on the basis of the actual number of days in the period for which any such interest is being calculated shall be payable and the actual number of days from and including the last regular record date for any interest payable on which interest was paid on the notes (or December 11, 2017, if no interest has been paid on the notes), to but excluding the next scheduled any interest payment date) , in each case, shall be as set forth in the form of the Note as set forth in Exhibit I.A. (d) Principal of, premium, interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I. (e) Other than as provided in Article Three III of this Seventh Nineteenth Supplemental Indenture, the Notes of this Series shall not be redeemable. (e) The Notes of this Series will initially be evidenced by one or more Global Notes issued in the name of Cede & Co., as nominee of The Depository Trust Company.

Appears in 1 contract

Samples: Nineteenth Supplemental Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be €300,000,000$1,000,000,000; provided, however, that subject to the Issuer Company’s compliance with Section 4.09 of the Base Indenture, the Company from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment dateInterest Payment Date and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Company, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Series Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 100% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11January 15, 20252024 unless earlier redeemed. (c) The Notes of this Series shall bear interest at the rate of 1.250% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) at the actual number rate of days in the period for which interest is being calculated and the actual number of days 6.500% per annum from and including the last date Issue Date until maturity or early redemption; and interest will be payable semi-annually in arrears on which interest was paid January 15 and July 15 of each year (each, an “Interest Payment Date”), commencing July 15, 2014, to the Persons in whose name such Notes of this Series were registered at the close of business on the notes (preceding January 1 or December 11July1, 2017, if no interest has been paid on the notes), to but excluding the next scheduled interest payment date) as set forth in Exhibit I.respectively. (d) Principal of, premium, of and interest and additional amounts, if any, on the Notes of this Series shall be payable as set forth in Exhibit I.A. (e) Other than as provided in Article Three III of this Seventh Fifteenth Supplemental Indenture, the Notes of this Series shall not be redeemable. (f) The Notes of this Series shall not be entitled to the benefit of any mandatory redemption or sinking fund. (g) The Notes of this Series shall not be convertible into any other securities. (h) The Notes of this Series will be unsubordinated debt securities and will be entitled to unsubordinated Note Guarantees of the Guarantors in accordance with the terms of the Indenture. (i) The Company initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes of this Series until such time as the Trustee has resigned or a successor has been appointed. (j) The Notes of this Series will initially be evidenced by one or more Global Notes issued in the name of Cede & Co., as nominee of The Depository Trust Company. (k) The Company shall pay principal of, premium, if any, and interest on the Notes of this Series in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. (l) The terms and provisions of Appendix A of the Base Indenture shall apply to the Notes of this Series.

Appears in 1 contract

Samples: Fifteenth Supplemental Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Issue Date under the Indenture shall be €300,000,000$1,250,000,000; provided, however, that subject to the Issuer Company’s compliance with Section 4.09 of the Base Indenture, the Company from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment dateInterest Payment Date and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Company, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 100% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11April 28, 20252019 unless earlier redeemed. (c) The Notes of this Series shall bear interest at the rate of 1.250% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) at the actual number rate of days in the period for which interest is being calculated and the actual number of days (i) 5.578% per annum from and including the last date on which interest was paid on Issue Date to, but not including, the notes Reset Date, and (or December 11ii) from and including the Reset Date until maturity at a rate per annum equal to the Reset Rate, 2017, if no interest has been paid on as determined by the notes), Calculation Agent according to but excluding the next scheduled interest payment date) as Pricing Mechanism set forth in Exhibit I.Article IV of this First Supplemental Indenture, or, in each case, until early redemption; and interest will be payable semi-annually in arrears on April 28 and October 28 of each year (each, an “Interest Payment Date”), commencing October 28, 2013, to the Persons in whose name such Notes of this Series were registered at the close of business on the preceding April 15 or October 15, respectively. (d) Principal of, premium, of and interest and additional amounts, if any, on the Notes of this Series shall be payable as set forth in Exhibit I.A. (e) Other than as provided in Article Three III of this Seventh First Supplemental Indenture, the Notes of this Series shall not be redeemable. (f) The Notes of this Series shall not be entitled to the benefit of any mandatory redemption or sinking fund. (g) The Notes of this Series shall not be convertible into any other securities. (h) The Notes of this Series will be unsubordinated debt securities and will be entitled to unsubordinated Note Guarantees of the Guarantors in accordance with the terms of the Indenture. (i) The Company initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes of this Series until such time as the Trustee has resigned or a successor has been appointed. (j) The Notes of this Series will initially be evidenced by one or more Definitive Notes issued in the name of DT. (k) The Company shall pay principal of, premium, if any, and interest on the Notes of this Series in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. (l) The terms and provisions of Appendix A of the Base Indenture shall apply to the Notes of this Series.

Appears in 1 contract

Samples: First Supplemental Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be €300,000,000650,000,000; provided, however, that the Issuer from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment datedate and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Issuer, such Additional Notes may have a separate CUSIP, ISIN, common code or other identifying number, as applicable. (a) The Notes of this Series issued on the Series Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 99.603% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11, 2025.as set forth in Exhibit A. (c) The rate or rates at which the Notes of this Series shall bear interest, the date or dates from which such interest at shall accrue, the rate of 1.250% per annum (computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last payment date on which any such interest was paid shall be payable and the regular record date for any interest payable on the notes (or December 11, 2017, if no interest has been paid on the notes), to but excluding the next scheduled any interest payment date) , in each case, shall be as set forth in the form of the Note as set forth in Exhibit I.A. (d) Principal of, premium, interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I. (e) Other than as provided in Article Three III of this Seventh Seventeenth Supplemental Indenture, the Notes of this Series shall not be redeemable. (e) The Notes of this Series will initially be evidenced by one or more Global Notes registered in the name of BT Globenet Nominees Limited as nominee for the common depositary for Euroclear Bank SA/NV and Clearstream Banking, société anonyme, or its nominee. (f) All payments of interest and principal, including payments made upon any redemption of the Notes of this Series, will be payable in euros. If, on or after April 30, 2024, the euro is unavailable to the Issuer due to the imposition of exchange controls or other circumstances beyond the Issuer’s control or if the euro is no longer being 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 of this Series and the related Note Guarantees as required pursuant to the Indenture will be made in U.S. dollars until the euro is again available to the Issuer or so used. The amount payable on any date in euros will be converted into U.S. 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 recently available market exchange rate for euros, as determined in the Issuer’s sole discretion. Any payment in respect of the Notes of this Series so made in U.S. dollars will not constitute an Event of Default under the Notes of this Series or the Indenture.

Appears in 1 contract

Samples: Seventeenth Supplemental Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be €300,000,000$1,250,000,000; provided, however, that the Issuer from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment datedate and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Issuer, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Series Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 99.595% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11, 2025.as set forth in Exhibit A. (c) The rate or rates at which the Notes shall bear interest, the date or dates from which such interest at shall accrue, the rate of 1.250% per annum (computed interest payment dates on the basis of the actual number of days in the period for which any such interest is being calculated shall be payable and the actual number of days from and including the last regular record date for any interest payable on which interest was paid on the notes (or December 11, 2017, if no interest has been paid on the notes), to but excluding the next scheduled any interest payment date) , in each case, shall be as set forth in the form of the Note as set forth in Exhibit I.A. (d) Principal of, premium, interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I. (e) Other than as provided in Article Three III of this Seventh Ninth Supplemental Indenture, the Notes of this Series shall not be redeemable. (e) The Notes of this Series will initially be evidenced by one or more Global Notes issued in the name of Cede & Co., as nominee of The Depository Trust Company.

Appears in 1 contract

Samples: Ninth Supplemental Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes which shall be authenticated and delivered on the Issue Date under the Indenture shall be €300,000,000$1,000,000,000; provided, however, that the Issuer Company from time to time, without giving notice to or seeking the consent of the Holders of the Notes, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes in all respects, except for the issue date, the issue price and the initial interest payment date, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the NotesInterest Payment Date. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes issued under the Indenture) constitute a single series of Debt Securities Notes under the Indenture. The ; provided that if the Additional Notes are not fungible with the Notes for U.S. federal income tax purposes, as applicable, as determined by the Company, the Additional Notes will be issued only in fully registered form without coupons in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof (the “Minimum Denominations”)have a separate CUSIP number. (b) The principal amount of the Notes is due and payable in full on February 11June 15, 20252025 unless earlier redeemed. (c) The Notes shall bear interest at the rate of 1.2505.750% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) from the actual number of days in Issue Date or from the period for which interest is being calculated and the actual number of days from and including the last date most recent Interest Payment Date on which interest was paid on the notes (or December 11, 2017, if no interest has been paid or duly provided for to maturity or early redemption; and interest will be payable semi-annually in arrears on June 15 and December 15 of each year, commencing December 15, 2018, to the Persons in whose name such Notes were registered at the close of business on the notes)preceding June 1 or December 1, to but excluding the next scheduled interest payment date) as set forth in Exhibit I.respectively. (d) Principal of, premium, of and interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I.accordance with Sections 307 and 1001 of the Base Indenture. (e) Other than as provided in Article Three Four of this Seventh Sixth Supplemental Indenture, the Notes shall not be redeemable. (f) The Notes shall not be entitled to the benefit of any mandatory redemption or sinking fund. (g) The Notes shall not be convertible into any other securities. (h) The Company initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes until such time as the Trustee has resigned or a successor has been appointed. (i) The Notes will be issuable in the form of one or more Global Securities and the Depositary for such Global Security will be the Depository Trust Company. (j) The Company shall pay principal of, premium, if any, and interest on the Notes in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. (k) A Holder may transfer or exchange Notes only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange, but the Company or the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.

Appears in 1 contract

Samples: Senior Notes Indenture (MGM Resorts International)

Title and Terms of Notes. (a) The aggregate principal amount of Notes which shall be authenticated and delivered on the Issue Date under the Indenture shall be €300,000,000$700,000,000; provided, however, that the Issuer Company from time to time, without giving notice to or seeking the consent of the Holders of the Notes, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes in all respects, except for the issue date, the issue price and the initial interest payment date, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of a Company an Authentication Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes issued under the Indenture) constitute a single series of Debt Securities under the Indenture; provided that if the Additional Notes are not fungible with the Notes for U.S. federal income tax purposes, as applicable, the Additional Notes will have a separate CUSIP number. The Notes will be issued only in fully registered form without coupons in minimum denominations of €100,000 $2,000 and integral multiples of $1,000 in excess thereof (the “Minimum Denominations”)thereof. (b) The principal amount of the Notes is due and payable in full on February 11July 1, 20252036 unless earlier redeemed. (c) The Notes shall bear interest at the rate of 1.2506.750% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) from the actual number of days in Issue Date or from the period for which interest is being calculated and the actual number of days from and including the last date most recent Interest Payment Date on which interest was paid on the notes (or December 11, 2017, if no interest has been paid or duly provided for to maturity or early redemption; and interest will be payable semi-annually in arrears on January 1 and July 1 of each year, commencing January 1, 2017, to the Persons in whose name such Notes were registered at the close of business on the notes)preceding June 15 or December 15, to but excluding the next scheduled interest payment date) as set forth in Exhibit I.respectively. (d) Principal of, premium, of and interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I.accordance with Sections 3.07 and 5.01 of the Base Indenture. (e) Other than as provided in Article Three Four of this Seventh First Supplemental Indenture, the Notes shall not be redeemable. (f) The Notes shall not be entitled to the benefit of any mandatory redemption or sinking fund. (g) The Notes shall not be convertible into any other securities. (h) Section 11.04 of the Base Indenture shall apply to the Notes. (i) The Company initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes until such time as the Trustee has resigned or a successor has been appointed. (j) The Notes (and the notation of Guarantee endorsed thereon) will be issuable in the form of one or more Global Debt Securities and the Depositary for such Global Security will be the Depository Trust Company. (k) The Company shall pay principal of, premium, if any, and interest on the Notes in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. (l) A Holder may transfer or exchange Notes only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange, but the Company or the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.

Appears in 1 contract

Samples: First Supplemental Indenture (L Brands, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be €300,000,000$1,250,000,000; provided, however, that subject to the Issuer’s compliance with Section 4.06 of the Base Indenture, the Issuer from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment dateInterest Payment Date and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Issuer, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Series Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 99.459% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11, 2025.as set forth in Exhibit A. (c) The rate or rates at which the Notes shall bear interest, the date or dates from which such interest at shall accrue, the rate of 1.250% per annum (computed interest payment dates on the basis of the actual number of days in the period for which any such interest is being calculated shall be payable and the actual number of days from and including the last regular record date for any interest payable on which interest was paid on the notes (or December 11, 2017, if no interest has been paid on the notes), to but excluding the next scheduled any interest payment date) , in each case, shall be as set forth in the form of the Note as set forth in Exhibit I.A. (d) Principal of, premium, interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I. (e) Other than as provided in Article Three III of this Seventh Twelfth Supplemental Indenture, the Notes of this Series shall not be redeemable. (e) The Notes of this Series will initially be evidenced by one or more Global Notes issued in the name of Cede & Co., as nominee of The Depository Trust Company. (f) The terms and provisions of Appendix A of the Base Indenture shall apply to the Notes of this Series.

Appears in 1 contract

Samples: Twelfth Supplemental Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be €300,000,000$1,500,000,000; provided, however, that subject to the Issuer Company’s compliance with Section 4.09 of the Base Indenture, the Company from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment dateInterest Payment Date and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Company, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Series Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 100% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 111, 20252028 unless earlier redeemed. (c) The Notes of this Series shall bear interest at the rate of 1.250% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) at the actual number rate of days in the period for which interest is being calculated and the actual number of days 4.750% per annum from and including the last date Series Issue Date until maturity or early redemption; and interest will be payable semi-annually in arrears on which interest was paid February 1 and August 1 of each year (each, an “Interest Payment Date”), commencing August 1, 2018, to the Persons in whose name such Notes of this Series were registered at the close of business on the notes (preceding January 15 or December 11July 15, 2017, if no interest has been paid on the notes), to but excluding the next scheduled interest payment date) as set forth in Exhibit I.respectively. (d) Principal of, premium, of and interest and additional amounts, if any, on the Notes of this Series shall be payable as set forth in Exhibit I.A. (e) Other than as provided in Article Three III of this Seventh Thirty-Sixth Supplemental Indenture, the Notes of this Series shall not be redeemable. (f) The Notes of this Series shall not be entitled to the benefit of any mandatory redemption or sinking fund. (g) The Notes of this Series shall not be convertible into any other securities. (h) The Notes of this Series will be unsubordinated debt securities and will be entitled to unsubordinated Note Guarantees of the Guarantors in accordance with the terms of the Indenture. (i) The Company initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes of this Series until such time as the Trustee has resigned or a successor has been appointed. (j) The Notes of this Series will initially be evidenced by one or more Global Notes issued in the name of Cede & Co., as nominee of The Depository Trust Company; provided, that Notes of this Series that are initially issued to DT will initially be evidenced by one or more Definitive Notes. (k) The Company shall pay principal of, premium, if any, and interest on the Notes of this Series in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. (l) The terms and provisions of Appendix A of the Base Indenture shall apply to the Notes of this Series.

Appears in 1 contract

Samples: Senior Notes Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Issue Date under the Indenture shall be €300,000,000$1,250,000,000; provided, however, that subject to the Issuer Company’s compliance with Section 4.09 of the Base Indenture, the Company from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment dateInterest Payment Date and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Company, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 100% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11April 28, 20252020 unless earlier redeemed. (c) The Notes of this Series shall bear interest at the rate of 1.250% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) at the actual number rate of days in the period for which interest is being calculated and the actual number of days 6.542% per annum from and including the last date Issue Date until maturity or early redemption; and interest will be payable semi-annually in arrears on which interest was paid July 28 and January 28 of each year (each, an “Interest Payment Date”), commencing July 28, 2013, to the Persons in whose name such Notes of this Series were registered at the close of business on the notes (preceding July 15 or December 11January 15, 2017, if no interest has been paid on the notes), to but excluding the next scheduled interest payment date) as set forth in Exhibit I.respectively. (d) Principal of, premium, of and interest and additional amounts, if any, on the Notes of this Series shall be payable as set forth in Exhibit I.A. (e) Other than as provided in Article Three III of this Seventh Supplemental Indenture, the Notes of this Series shall not be redeemable. (f) The Notes of this Series shall not be entitled to the benefit of any mandatory redemption or sinking fund. (g) The Notes of this Series shall not be convertible into any other securities. (h) The Notes of this Series will be unsubordinated debt securities and will be entitled to unsubordinated Note Guarantees of the Guarantors in accordance with the terms of the Indenture. (i) The Company initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes of this Series until such time as the Trustee has resigned or a successor has been appointed. (j) The Notes of this Series will initially be evidenced by one or more Definitive Notes issued in the name of DT. (k) The Company shall pay principal of, premium, if any, and interest on the Notes of this Series in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. (l) The terms and provisions of Appendix A of the Base Indenture shall apply to the Notes of this Series.

Appears in 1 contract

Samples: Seventh Supplemental Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be €300,000,000$1,000,000,000; provided, however, that the Issuer from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment datedate and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Issuer, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Series Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 99.850% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11, 2025.as set forth in Exhibit A. (c) The rate or rates at which the Notes shall bear interest, the date or dates from which such interest at shall accrue, the rate of 1.250% per annum (computed interest payment dates on the basis of the actual number of days in the period for which any such interest is being calculated shall be payable and the actual number of days from and including the last regular record date for any interest payable on which interest was paid on the notes (or December 11, 2017, if no interest has been paid on the notes), to but excluding the next scheduled any interest payment date) , in each case, shall be as set forth in the form of the Note as set forth in Exhibit I.A. (d) Principal of, premium, interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I. (e) Other than as provided in Article Three III of this Seventh Twelfth Supplemental Indenture, the Notes of this Series shall not be redeemable. (e) The Notes of this Series will initially be evidenced by one or more Global Notes issued in the name of Cede & Co., as nominee of The Depository Trust Company.

Appears in 1 contract

Samples: Twelfth Supplemental Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes which shall be authenticated and delivered on the Issue Date under the Indenture shall be €300,000,000$400,000,000; provided, however, that the Issuer Company from time to time, without giving notice to or seeking the consent of the Holders of the Notes, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes in all respects, except for the issue date, the issue price and the initial interest payment date, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of a Company an Authentication Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes issued under the Indenture) constitute a single series of Debt Securities under the Indenture. The Notes will be issued only in fully registered form without coupons in minimum denominations of €100,000 $2,000 and integral multiples of $1,000 in excess thereof (the “Minimum Denominations”)thereof. (b) The principal amount of the Notes is due and payable in full on February 11May 1, 20252020 unless earlier redeemed. (c) The Notes shall bear interest at the rate of 1.2507% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) from the actual number of days in Issue Date or from the period for which interest is being calculated and the actual number of days from and including the last date most recent Interest Payment Date on which interest was paid on the notes (or December 11, 2017, if no interest has been paid or duly provided for to maturity or early redemption; and interest will be payable semi-annually in arrears on May 1 and November 1 of each year, commencing November 1, 2010, to the Persons in whose name such Notes were registered at the close of business on the notes)preceding April 15 or October 15, to but excluding the next scheduled interest payment date) as set forth in Exhibit I.respectively. (d) Principal of, premium, of and interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I.accordance with Sections 307 and 501 of the Original Indenture. (e) Other than as provided in Article Three ‎Four of this Seventh Third Supplemental Indenture, the Notes shall not be redeemable. (f) The Notes shall not be entitled to the benefit of any mandatory redemption or sinking fund. (g) The Notes shall not be convertible into any other securities. (h) Section 1104 of the Original Indenture shall apply to the Notes. (i) The Company initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes until such time as the Trustee has resigned or a successor has been appointed. (j) The Notes (and the notation of Guarantee endorsed thereon) will be issuable in the form of one or more Global Debt Securities and the Depositary for such Global Security will be the Depository Trust Company. (k) The Company shall pay principal of, premium, if any, and interest on the Notes in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. (l) A Holder may transfer or exchange Notes only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange, but the Company or the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. (m) Subject to certain conditions and limitations set forth in the Indenture, the Company may terminate some of or all its obligations under the Notes, the Guarantees and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal of, premium, if any, and interest, on, the Notes to redemption or maturity, as the case may be.

Appears in 1 contract

Samples: Third Supplemental Indenture (Limited Brands Inc)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be €300,000,000$500,000,000; provided, however, that subject to the Issuer Company’s compliance with Section 4.09 of the Base Indenture, the Company from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment dateInterest Payment Date and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Company, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Series Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 100% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11September 1, 20252018 unless earlier redeemed. (c) The Notes of this Series shall bear interest at the rate of 1.250% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) at the actual number rate of days in the period for which interest is being calculated and the actual number of days 5.250% per annum from and including the last date Series Issue Date until maturity or early redemption; and interest will be payable semi-annually in arrears on which interest was paid March 1 and September 1 of each year (each, an “Interest Payment Date”), commencing March 1, 2014, to the Persons in whose name such Notes of this Series were registered at the close of business on the notes (preceding February 15 or December 11August 15, 2017, if no interest has been paid on the notes), to but excluding the next scheduled interest payment date) as set forth in Exhibit I.respectively. (d) Principal of, premium, of and interest and additional amounts, if any, on the Notes of this Series shall be payable as set forth in Exhibit I.A. (e) Other than as provided in Article Three III of this Seventh Thirteenth Supplemental Indenture, the Notes of this Series shall not be redeemable. (f) The Notes of this Series shall not be entitled to the benefit of any mandatory redemption or sinking fund. (g) The Notes of this Series shall not be convertible into any other securities. (h) The Notes of this Series will be unsubordinated debt securities and will be entitled to unsubordinated Note Guarantees of the Guarantors in accordance with the terms of the Indenture. (i) The Company initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes of this Series until such time as the Trustee has resigned or a successor has been appointed. (j) The Notes of this Series will initially be evidenced by one or more Global Notes issued in the name of Cede & Co., as nominee of The Depositary Trust Company. (k) The Company shall pay principal of, premium, if any, and interest on the Notes of this Series in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. (l) The terms and provisions of Appendix A of the Base Indenture shall apply to the Notes of this Series.

Appears in 1 contract

Samples: Thirteenth Supplemental Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Issue Date under the Indenture shall be €300,000,000$1,250,000,000; provided, however, that subject to the Issuer Company’s compliance with Section 4.09 of the Base Indenture, the Company from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment dateInterest Payment Date and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Company, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 100% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11April 28, 20252021 unless earlier redeemed. (c) The Notes of this Series shall bear interest at the rate of 1.250% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) at the actual number rate of days in the period for which interest is being calculated and the actual number of days (i) 5.747% per annum from and including the last date on which interest was paid on Issue Date to, but not including, the notes Reset Date, and (or December 11ii) from and including the Reset Date until maturity at a rate per annum equal to the Reset Rate, 2017, if no interest has been paid on as determined by the notes), Calculation Agent according to but excluding the next scheduled interest payment date) as Pricing Mechanism set forth in Exhibit I.Article IV of this Third Supplemental Indenture, or, in each case, until early redemption; and interest will be payable semi-annually in arrears on April 28 and October 28 of each year (each, an “Interest Payment Date”), commencing October 28, 2013, to the Persons in whose name such Notes of this Series were registered at the close of business on the preceding April 15 or October 15, respectively. (d) Principal of, premium, of and interest and additional amounts, if any, on the Notes of this Series shall be payable as set forth in Exhibit I.A. (e) Other than as provided in Article Three III of this Seventh Third Supplemental Indenture, the Notes of this Series shall not be redeemable. (f) The Notes of this Series shall not be entitled to the benefit of any mandatory redemption or sinking fund. (g) The Notes of this Series shall not be convertible into any other securities. (h) The Notes of this Series will be unsubordinated debt securities and will be entitled to unsubordinated Note Guarantees of the Guarantors in accordance with the terms of the Indenture. (i) The Company initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes of this Series until such time as the Trustee has resigned or a successor has been appointed. (j) The Notes of this Series will initially be evidenced by one or more Definitive Notes issued in the name of DT. (k) The Company shall pay principal of, premium, if any, and interest on the Notes of this Series in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. (l) The terms and provisions of Appendix A of the Base Indenture shall apply to the Notes of this Series.

Appears in 1 contract

Samples: Third Supplemental Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Series Issue Date under the Indenture shall be €300,000,000$500,000,000; provided, however, that subject to the Issuer Company’s compliance with Section 4.09 of the Base Indenture, the Company from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment dateInterest Payment Date and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Company, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Series Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 100% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11April 15, 20252027 unless earlier redeemed. (c) The Notes of this Series shall bear interest at the rate of 1.250% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) at the actual number rate of days in the period for which interest is being calculated and the actual number of days 5.375% per annum from and including the last date Series Issue Date until maturity or early redemption; and interest will be payable semi-annually in arrears on which interest was paid on the notes April 15 and October 15 of each year (or December 11each, an “Interest Payment Date”), commencing October 15, 2017, if no interest has been paid to the Persons in whose name such Notes of this Series were registered at the close of business on the notes)preceding April 1 or October 1, to but excluding the next scheduled interest payment date) as set forth in Exhibit I.respectively. (d) Principal of, premium, of and interest and additional amounts, if any, on the Notes of this Series shall be payable as set forth in Exhibit I.A. (e) Other than as provided in Article Three III of this Seventh Twenty-Fifth Supplemental Indenture, the Notes of this Series shall not be redeemable. (f) The Notes of this Series shall not be entitled to the benefit of any mandatory redemption or sinking fund. (g) The Notes of this Series shall not be convertible into any other securities. (h) The Notes of this Series will be unsubordinated debt securities and will be entitled to unsubordinated Note Guarantees of the Guarantors in accordance with the terms of the Indenture. (i) The Company initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes of this Series until such time as the Trustee has resigned or a successor has been appointed. (j) The Notes of this Series will initially be evidenced by one or more Global Notes issued in the name of Cede & Co., as nominee of The Depository Trust Company. (k) The Company shall pay principal of, premium, if any, and interest on the Notes of this Series in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. (l) The terms and provisions of Appendix A of the Base Indenture shall apply to the Notes of this Series.

Appears in 1 contract

Samples: Supplemental Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes which shall be authenticated and delivered on the Issue Date under the Indenture shall be €300,000,000$850,000,000; provided, however, that the Issuer Company from time to time, without giving notice to or seeking the consent of the Holders of the Notes, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes in all respects, except for the issue date, the issue price and the initial interest payment date, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the NotesInterest Payment Date. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes issued under the Indenture) constitute a single series of Debt Securities Notes under the Indenture. The ; provided that if the Additional Notes are not fungible with the Notes for U.S. federal income tax purposes, as applicable, as determined by the Company, the Additional Notes will be issued only in fully registered form without coupons in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof (the “Minimum Denominations”)have a separate CUSIP number. (b) The principal amount of the Notes is due and payable in full on February 11September 15, 20252029 unless earlier redeemed. (c) The Notes shall bear interest at the rate of 1.2506.125% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) from the actual number of days in Issue Date or from the period for which interest is being calculated and the actual number of days from and including the last date most recent Interest Payment Date on which interest was paid on the notes (or December 11, 2017, if no interest has been paid or duly provided for to maturity or early redemption; and interest will be payable semi-annually in arrears on March 15 and September 15 of each year, commencing March 15, 2025, to the Persons in whose name such Notes were registered at the close of business on the notes)preceding March 1 or September 1, to but excluding the next scheduled interest payment date) as set forth in Exhibit I.respectively. (d) Principal of, premium, of and interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I.accordance with Sections 307 and 1001 of the Base Indenture. (e) Other than as provided in Article Three Four of this Seventh Second Supplemental Indenture, the Notes shall not be redeemable. (f) The Notes shall not be entitled to the benefit of any mandatory redemption or sinking fund. (g) The Notes shall not be convertible into any other securities. (h) The Company initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes until such time as the Trustee has resigned or a successor has been appointed. (i) The Notes will be issuable in the form of one or more Global Securities and the Depositary for such Global Security will be the Depository Trust Company. (j) The Company shall pay principal of, premium, if any, and interest on the Notes in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. (k) A Holder may transfer or exchange Notes only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange, but the Company or the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.

Appears in 1 contract

Samples: Second Supplemental Indenture (MGM Resorts International)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Issue Date under the Indenture shall be €300,000,000$600,000,000; provided, however, that subject to the Issuer Company’s compliance with Section 4.09 of the Base Indenture, the Company from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment dateInterest Payment Date and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Company, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 100% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11April 28, 20252023 unless earlier redeemed. (c) The Notes of this Series shall bear interest at the rate of 1.250% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) at the actual number rate of days in the period for which interest is being calculated and the actual number of days 6.836% per annum from and including the last date Issue Date until maturity or early redemption; and interest will be payable semi-annually in arrears on which interest was paid July 28 and January 28 of each year (each, an “Interest Payment Date”), commencing July 28, 2013, to the Persons in whose name such Notes of this Series were registered at the close of business on the notes (preceding July 15 or December 11January 15, 2017, if no interest has been paid on the notes), to but excluding the next scheduled interest payment date) as set forth in Exhibit I.respectively. (d) Principal of, premium, of and interest and additional amounts, if any, on the Notes of this Series shall be payable as set forth in Exhibit I.A. (e) Other than as provided in Article Three III of this Seventh Tenth Supplemental Indenture, the Notes of this Series shall not be redeemable. (f) The Notes of this Series shall not be entitled to the benefit of any mandatory redemption or sinking fund. (g) The Notes of this Series shall not be convertible into any other securities. (h) The Notes of this Series will be unsubordinated debt securities and will be entitled to unsubordinated Note Guarantees of the Guarantors in accordance with the terms of the Indenture. (i) The Company initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes of this Series until such time as the Trustee has resigned or a successor has been appointed. (j) The Notes of this Series will initially be evidenced by one or more Definitive Notes issued in the name of DT. (k) The Company shall pay principal of, premium, if any, and interest on the Notes of this Series in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. (l) The terms and provisions of Appendix A of the Base Indenture shall apply to the Notes of this Series.

Appears in 1 contract

Samples: Tenth Supplemental Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes of this Series which shall be authenticated and delivered on the Issue Date under the Indenture shall be €300,000,000$1,250,000,000; provided, however, that subject to the Issuer Company’s compliance with Section 4.09 of the Base Indenture, the Company from time to time, without giving notice to or seeking the consent of the Holders of the NotesNotes of this Series, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes of this Series in all respects, except for the issue date, the issue price and price, the initial interest payment dateInterest Payment Date and rights under a related registration rights agreement, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notesif any. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes of this Series issued under the Indenture) constitute a single series Series of Debt Securities Notes under the Indenture. ; provided that if such Additional Notes are not fungible with the Notes of this Series for U.S. federal income tax purposes, as applicable, as determined by the Company, such Additional Notes may have a separate CUSIP number. (a) The Notes of this Series issued on the Issue Date will be issued only in fully registered form without coupons in minimum denominations at an issue price of €100,000 and integral multiples 100% of €1,000 in excess thereof (the “Minimum Denominations”)principal amount thereof. (b) The principal amount of the Notes of this Series is due and payable in full on February 11April 28, 20252021 unless earlier redeemed. (c) The Notes of this Series shall bear interest at the rate of 1.250% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) at the actual number rate of days in the period for which interest is being calculated and the actual number of days 6.633% per annum from and including the last date Issue Date until maturity or early redemption; and interest will be payable semi-annually in arrears on which interest was paid July 28 and January 28 of each year (each, an “Interest Payment Date”), commencing July 28, 2013, to the Persons in whose name such Notes of this Series were registered at the close of business on the notes (preceding July 15 or December 11January 15, 2017, if no interest has been paid on the notes), to but excluding the next scheduled interest payment date) as set forth in Exhibit I.respectively. (d) Principal of, premium, of and interest and additional amounts, if any, on the Notes of this Series shall be payable as set forth in Exhibit I.A. (e) Other than as provided in Article Three III of this Seventh Eighth Supplemental Indenture, the Notes of this Series shall not be redeemable. (f) The Notes of this Series shall not be entitled to the benefit of any mandatory redemption or sinking fund. (g) The Notes of this Series shall not be convertible into any other securities. (h) The Notes of this Series will be unsubordinated debt securities and will be entitled to unsubordinated Note Guarantees of the Guarantors in accordance with the terms of the Indenture. (i) The Company initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes of this Series until such time as the Trustee has resigned or a successor has been appointed. (j) The Notes of this Series will initially be evidenced by one or more Definitive Notes issued in the name of DT. (k) The Company shall pay principal of, premium, if any, and interest on the Notes of this Series in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. (l) The terms and provisions of Appendix A of the Base Indenture shall apply to the Notes of this Series.

Appears in 1 contract

Samples: Eighth Supplemental Indenture (T-Mobile US, Inc.)

Title and Terms of Notes. (a) The aggregate principal amount of Notes which shall be authenticated and delivered on the Issue Date under the Indenture shall be €300,000,000$750,000,000; provided, however, that the Issuer Company from time to time, without giving notice to or seeking the consent of the Holders of the Notes, may issue additional Notes notes (the “Additional Notes”) in any amount having the same terms as the Notes in all respects, except for the issue date, the issue price and the initial interest payment date, which Additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the NotesInterest Payment Date. Any such Additional Notes shall be authenticated by the Authenticating Agent Trustee upon receipt of an Authentication Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes issued under the Indenture) constitute a single series of Debt Securities Notes under the Indenture. The ; provided that if the Additional Notes are not fungible with the Notes for U.S. federal income tax purposes, as applicable, as determined by the Company, the Additional Notes will be issued only in fully registered form without coupons in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof (the “Minimum Denominations”)have a separate CUSIP number. (b) The principal amount of the Notes is due and payable in full on February 11May 1, 20252025 unless earlier redeemed. (c) The Notes shall bear interest at the rate of 1.2506.750% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) from the actual number of days in Issue Date or from the period for which interest is being calculated and the actual number of days from and including the last date most recent Interest Payment Date on which interest was paid on the notes (or December 11, 2017, if no interest has been paid or duly provided for to maturity or early redemption; and interest will be payable semi-annually in arrears on May 1 and November 1 of each year, commencing November 1, 2020, to the Persons in whose name such Notes were registered at the close of business on the notes)preceding April 15 or October 15, to but excluding the next scheduled interest payment date) as set forth in Exhibit I.respectively. (d) Principal of, premium, of and interest and additional amounts, if any, on the Notes shall be payable as set forth in Exhibit I.accordance with Sections 307 and 1001 of the Base Indenture. (e) Other than as provided in Article Three Four of this Seventh Eighth Supplemental Indenture, the Notes shall not be redeemable. (f) The Notes shall not be entitled to the benefit of any mandatory redemption or sinking fund. (g) The Notes shall not be convertible into any other securities. (h) The Company initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes until such time as the Trustee has resigned or a successor has been appointed. (i) The Notes will be issuable in the form of one or more Global Securities and the Depositary for such Global Security will be the Depository Trust Company. (j) The Company shall pay principal of, premium, if any, and interest on the Notes in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. (k) A Holder may transfer or exchange Notes only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange, but the Company or the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.

Appears in 1 contract

Samples: Eighth Supplemental Indenture (MGM Resorts International)

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