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 $500,000,000; provided, however, that the 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”) 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. Any such Additional Notes shall be authenticated by the 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; 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 denominations of $2,000 and integral multiples of $1,000 in excess thereof. (b) The principal amount of the Notes is due and payable in full on June 15, 2029 unless earlier redeemed. (c) The Notes shall bear interest at the rate of 7.500% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) from the Issue Date or from the most recent Interest Payment Date on which 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, 2019, to the Persons in whose name such Notes were registered at the close of business on the preceding June 1 or December 1, respectively. (d) Principal of and interest on the Notes shall be payable in accordance with Sections 3.07 and 5.01 of the Base Indenture. (e) Other than as provided in Article Four of this 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 (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. (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
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 $500,000,000400,000,000; provided, however, that the Company 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 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; 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 $2,000 and integral multiples of $1,000 in excess thereofthereof (the “Minimum Denominations”).
(b) The principal amount of the Notes is due and payable in full on June 15August 5, 2029 unless earlier redeemed2026.
(c) The Notes shall bear interest at the rate of 7.5001.400% per annum (computed on the basis of a 360-360 day year comprised of twelve 30-day months) from the Issue Date or from the most recent Interest Payment Date on which interest has been paid or duly provided for to maturity or early redemption; and interest will be payable semi-annually as set forth in arrears on June 15 and December 15 of each year, commencing December 15, 2019, to the Persons in whose name such Notes were registered at the close of business on the preceding June 1 or December 1, respectively.Exhibit I.
(d) Principal of and interest on the Notes shall be payable in accordance with Sections 3.07 and 5.01 of the Base Indenture.
(e) Other than as provided in Article Four of this 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 (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.
(j) The Company shall pay principal of, premium, if any, and interest on the Notes shall be payable as set forth in money of the United States of America that at the time of payment is legal tender for payment of public and private debts.Exhibit I.
(ke) A Holder may transfer or exchange Notes only Other than as provided in accordance with the Article Three of this Tenth Supplemental 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 Notes shall not 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 therewithredeemable.
Appears in 1 contract
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 $500,000,0001,750,000,000; provided, however, that subject to the 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 (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, if any. Any such Additional Notes shall be authenticated by the 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; 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 have a separate CUSIP number. .
(b) The Notes issued on the Issue Date will be issued only in fully registered form without coupons in denominations at an issue price of $2,000 and integral multiples 100% of $1,000 in excess the principal amount thereof.
(bc) The principal amount of the Notes is due and payable in full on June 15April 1, 2029 2021 unless earlier redeemed.
(cd) The Notes shall bear interest at the rate of 7.5006.250% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) from the Issue Date or from the most recent Interest Payment Date on which 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 April 1 and December 15 October 1 of each year, commencing December 15October 1, 20192013, to the Persons in whose name such Notes were registered at the close of business on the preceding June 1 March 15 or December 1September 15, respectively.
(de) Principal of and interest on the Notes shall be payable as set forth in accordance with Sections 3.07 and 5.01 of the Base Indenture.Exhibit A.
(ef) Other than as provided in Article Four III of this Third First Supplemental Indenture, the Notes shall not be redeemable.
(fg) The Other than as set forth in Section 3.02 of this First Supplemental Indenture, the Notes shall not be entitled to the benefit of any mandatory redemption or sinking fund.
(gh) The Notes shall not be convertible into any other securities.
(hi) 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.
(ik) The Notes (and the notation of Guarantee endorsed thereon) will initially be issuable in the form of evidenced by one or more Global Securities Notes deposited with a custodian for, and registered in the name of, Cede & Co., as nominee of The Depositary for such Global Security will be the Depository Trust Company.
(jl) 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 (Metropcs Communications Inc)
Title and Terms of Notes. (a) The aggregate principal amount of Notes which shall be authenticated and delivered on January 26, 2010 (the “Issue Date Date”) under the Indenture shall be $500,000,000250,000,000 (and which shall initially be in the form of a Global Security); provided, however, that the Company from time to time, without giving notice to or seeking the consent of the Holders of the Notes, may issue additional senior notes (the “Additional 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. Any ; any additional senior notes having such Additional Notes similar terms shall be authenticated by the 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 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 denominations of $2,000 and integral multiples of $1,000 in excess thereof.
(b) The principal amount of the Notes is due and payable in full on June 15January 26, 2029 2040 unless earlier redeemed.
(c) The Notes shall bear interest at the rate of 7.5008.875% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) from the Issue Date or from the most recent Interest Payment Date on which 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 January 26 and December 15 July 26 of each year, commencing December 15July 26, 20192010, to the Persons in whose name such Notes were registered at the close of business on the preceding June 1 January 15 or December 1July 15, respectively.
(d) Principal of and interest on the Notes shall be payable in accordance with Sections 3.07 1.14, 3.7 and 5.01 10.1 of the Base Original Indenture.
(e) Other than as provided in Article Four of this Third First Supplemental Indenture, the Notes shall not be redeemable.
(f) The Notes shall not be entitled to the benefit benefits of any mandatory redemption or a sinking fund.
(g) The Notes shall not be convertible into any other securities.
(h) Section 4.2(3) 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.
(i) 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.
(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: First Supplemental Indenture (Validus Holdings LTD)
Title and Terms of Notes. (a) The aggregate principal amount of the 2026 Notes which shall be authenticated and delivered on December 8, 2016 (the “Issue Date”) under the Indenture shall be $500,000,000 (and which shall initially be in the form of a Global Security) and the aggregate principal amount of the 2046 Notes which shall be authenticated and delivered on the Issue Date under the Indenture shall be $500,000,000450,000,000 (and which shall initially be in the form of a Global Security) ; provided, however, that the Company from time to time, without giving notice to or seeking the consent of the Holders of the Notes, may issue additional senior notes (the “Additional Notes”) in any amount having the same ranking and the same interest rate, interest payment dates, maturity and other terms as either series of 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. Any ; any additional senior notes having such Additional Notes similar terms shall be authenticated by the 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 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 denominations of $2,000 and integral multiples any whole multiple of $1,000 in excess thereofof $2,000.
(b) The principal amount of the 2026 Notes and the 2046 Notes is due and payable in full on June December 15, 2029 2026 and December 15, 2046, respectively, unless earlier redeemed.
(c) The 2026 Notes and 2046 Notes shall bear interest at the rate of 7.5004.011% per annum and 5.031% per annum, respectively (computed on the basis of a 360-day year comprised of twelve 30-day months) from the Issue Date or from the most recent Interest Payment Date on to which 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 June 15, 20192017, to the Persons in whose name such 2026 Notes or 2046 Notes, as applicable, were registered at the close of business on the preceding June 1 or December 1, respectively.
(d) Principal of and interest on the Notes shall be payable in accordance with Sections 1.13, 3.07 and 5.01 10.01 of the Base Original Indenture.
(e) Other than as provided in Article Articles Four or Five of this Third First Supplemental Indenture, the Notes shall not be redeemable.
(f) The Notes shall not be entitled to the benefit benefits of any mandatory redemption or a sinking fund.
(g) The Notes shall not be convertible into any other securities.
(h) Section 4.04 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.
(i) 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.
(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 (Arch Capital Group Ltd.)
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 $500,000,000; provided, however, that the 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”) 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 dateInterest Payment Date. Any such Additional Notes shall be authenticated by the 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; provided that if the Additional Notes are not fungible with the Notes for U.S. federal income tax purposes, as applicabledetermined by the Company, the Additional Notes will shall have a separate CUSIP number. The Notes will be issued only in fully registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
(b) The principal amount of the Notes is due and payable in full on June 15March 1, 2029 2026 unless earlier redeemed.
(c) The Notes shall bear interest at the rate of 7.5006.125% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) from the Issue Date or from the most recent Interest Payment Date on which interest has been paid or duly provided for to maturity or early redemption; and interest will shall be payable semi-annually in arrears on June 15 March 1 and December 15 September 1 of each year, commencing December 15September 1, 20192023, to the Persons in whose name such Notes were registered at the close of business on the preceding June 1 February 15 or December 1August 15, respectively.
(d) Principal of and interest on the Notes shall be payable in accordance with Sections 3.07 307 and 5.01 901 of the Base Indenture.
(e) Other than as provided in Article Four of this Third 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 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 (and the notation of Guarantee endorsed thereon) will shall be issuable in the form of one or more Global Securities and the Depositary for such Global Security will 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: Fourth Supplemental Indenture (Arrow Electronics, Inc)
Title and Terms of Notes. (a) The aggregate principal amount of Notes which shall be authenticated and delivered on December 13, 2013 (the “Issue Date Date”) under the Indenture shall be $500,000,000500,000,000 (and which shall initially be in the form of a Global Security); provided, however, that the Company from time to time, without giving notice to or seeking the consent of the Holders of the Notes, may issue additional senior notes (the “Additional 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. Any ; any additional senior notes having such Additional Notes similar terms shall be authenticated by the 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 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 denominations of $2,000 and integral multiples any whole multiple of $1,000 in excess thereof1,000.
(b) The principal amount of the Notes is due and payable in full on June 15November 1, 2029 2043, unless earlier redeemed.
(c) The Notes shall bear interest at the rate of 7.5005.144% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) from the Issue Date or from the most recent Interest Payment Date on to which 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 May 1 and December 15 November 1 of each year, commencing December 15May 1, 20192014, to the Persons in whose name such Notes were registered at the close of business on the preceding June 1 April 15 or December 1October 15, respectively.
(d) Principal of and interest on the Notes shall be payable in accordance with Sections 1.13, 3.07 and 5.01 10.01 of the Base Original Indenture.
(e) Other than as provided in Article Articles Four or Five of this Third First Supplemental Indenture, the Notes shall not be redeemable.
(f) The Notes shall not be entitled to the benefit benefits of any mandatory redemption or a sinking fund.
(g) The Notes shall not be convertible into any other securities.
(h) Section 4.04 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.
(i) 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.
(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 (Arch Capital Group Ltd.)
Title and Terms of Notes. (a) The aggregate principal amount of Notes which shall be authenticated and delivered on May 4, 2004 (the “Issue Date Date”) under the Indenture shall be $500,000,000300,000,000 (and which shall initially be in the form of a Global Security); provided, however, that the Company from time to time, without giving notice to or seeking the consent of the Holders of the Notes, may issue additional senior notes (the “Additional 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. Any ; any additional senior notes having such Additional Notes similar terms shall be authenticated by the 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 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 denominations of $2,000 1,000 and integral multiples any whole multiple of $1,000 in excess thereof1,000.
(b) The principal amount of the Notes is due and payable in full on June 15May 1, 2029 2034, unless earlier redeemed.
(c) The Notes shall bear interest at the rate of 7.5007.35% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) from the Issue Date or from the most recent Interest Payment Date on to which 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 May 1 and December 15 November 1 of each year, commencing December 15November 1, 20192004, to the Persons in whose name such Notes were registered at the close of business on the preceding June 1 April 15 or December 1November 15, respectively.
(d) Principal of and interest on the Notes shall be payable in accordance with Sections 3.07 113, 307 and 5.01 1001 of the Base Original Indenture.
(e) Other than as provided in Article Four of this Third First Supplemental Indenture, the Notes shall not be redeemable.
(f) The Notes shall not be entitled to the benefit benefits of any mandatory redemption or a sinking fund.
(g) The Notes shall not be convertible into any other securities.
(h) Section 404 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.
(i) 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.
(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 (Arch Capital Group LTD)
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 $500,000,0001,250,000,000; provided, however, that the 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”) 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 dateInterest Payment Date. Any such Additional Notes shall be authenticated by the 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; 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 have a separate CUSIP number. The Notes will be issued only in fully registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
(b) The principal amount of the Notes is due and payable in full on June December 15, 2029 2021 unless earlier redeemed.
(c) The Notes shall bear interest at the rate of 7.5006.625% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) from the Issue Date or from the most recent Interest Payment Date on which 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 June 15, 20192013, to the Persons in whose name such Notes were registered at the close of business on the preceding June 1 or December 1, respectively.
(d) Principal of and interest on the Notes shall be payable in accordance with Sections 3.07 307 and 5.01 1001 of the Base Indenture.
(e) Other than as provided in Article Four of this Third 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 (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.
(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 the Notes which shall be authenticated and delivered on June 30, 2020 (the “Issue Date Date”) under the Indenture shall be $500,000,0001,000,000,000 (and which shall initially be in the form of two or more Global Securities); provided, however, that the Company from time to time, without giving notice to or seeking the consent of the Holders of the Notes, may issue additional senior notes (the “Additional 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. Any ; any additional senior notes having such Additional Notes similar terms shall be authenticated by the 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 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 denominations of $2,000 and integral multiples any whole multiple of $1,000 in excess thereofof $2,000.
(b) The principal amount of the Notes is due and payable in full on June 15the Scheduled Maturity Date, 2029 unless earlier redeemed, provided that the Conditions to Redemption are met on such date, or, if the Conditions to Redemption are not met on such date, on the Final Maturity Date, subject to Section 4.1.
(c) The Notes shall bear interest at the rate of 7.5003.635% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) from the Issue Date or from the most recent Interest Payment Date on to which 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 30 and December 15 30 of each year, commencing on December 1530, 20192020, to the Persons in whose name such Notes were registered at the close of business on the preceding June 1 15 or December 115, respectively.
(d) Principal of and interest on the Notes shall be payable in accordance with Sections 3.07 113, 307 and 5.01 1001 of the Base Original Indenture.
(e) Other than as provided in Article Four of this Third Second Supplemental Indenture, the Notes shall not be redeemable.
(f) The Notes shall not be entitled to the benefit benefits of any mandatory redemption or a sinking fund.
(g) The Notes shall not be convertible into any other securities.
(h) Section 404 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.
(i) 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.
(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.
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Samples: Second Supplemental Indenture (Arch Capital Group Ltd.)