Common use of 2019 Notes Clause in Contracts

2019 Notes. Pursuant to Section 2.01 of the Base Indenture, the terms and provisions of the 2019 Notes are as follows: (a) The title of the 2019 Notes shall be “3.480% First Lien Notes due 2019.” (b) The 2019 Notes shall be initially limited to $3,750,000,000 aggregate principal amount. Subject to compliance with Section 4.12 of the Base Indenture, the Issuers may, without the consent of the Holders of the 2019 Notes, increase such aggregate principal amount in the future, on the same terms and conditions, except for any differences in the issue date, issue price and, if applicable, the first Interest Payment Date and the first date from which interest will accrue. The 2019 Notes issued originally hereunder and any additional Notes of such series subsequently issued, shall be treated as a single class for purposes of the Indenture, including waivers, amendments, redemptions and offers to purchase; provided that if any such additional Notes are not fungible with the Initial Notes of such series for U.S. federal income tax purposes, such additional Notes of such series will have a separate CUSIP number and ISIN number from the Initial Notes of such series. (c) The price at which the 2019 Notes shall be issued to the public is 99.975%. (d) The Stated Maturity for the 2019 Notes shall be on June 1, 2019. The 2019 Notes shall not require any principal or premium payments prior to the Stated Maturity. (e) The rate at which the 2019 Notes shall bear interest shall be 3.480% per annum (the “Original Interest Rate”), as set forth in Section 1 of the form of 2019 Note attached hereto as Exhibit A, subject to adjustment pursuant to this clause (e) and in Section 2 of the form of 2019 Note attached hereto as Exhibit A. Interest on the 2019 Notes shall accrue from the most recent date to which interest has been paid, or, if no interest has been paid, from June 1, 2016; provided that the first Interest Payment Date shall be December 1, 2016. Each June 1 and December 1 in each year, commencing December 1, 2016, shall be an Interest Payment Date for the 2019 Notes. The May 15 or November 15 (whether or not a Business Day), as the case may be, immediately preceding an Interest Payment Date shall be the Record Date for the interest payable on such Interest Payment Date, even if such 2019 Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Base Indenture with respect to defaulted interest. If an Interest Payment Date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is a Business Day, and no interest on such payment will accrue in respect of the delay. The Issuers shall pay interest on overdue principal at a rate equal to the then applicable interest rate on the 2019 Notes to the extent lawful, and the Issuers shall pay interest on overdue installments of interest at the same rate to the extent lawful. In addition, the Issuers shall pay Special Interest, if any, payable pursuant to the Registration Rights Agreement. All references in the Indenture, in any context, to any interest or other amount payable on or with respect to the 2019 Notes shall be deemed to include any Special Interest required to be paid pursuant to the Registration Rights Agreement. The interest rate payable on the 2019 Notes shall be subject to adjustment from time to time if either ▇▇▇▇▇’▇ or S&P (or, if applicable, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Exchange Act selected by the Issuers under the Indenture, as a replacement for ▇▇▇▇▇’▇ or S&P, or both, as the case may be (each, a “Substitute Rating Agency”)) downgrades (or subsequently upgrades) its rating assigned to the 2019 Notes, as set forth below. Each of ▇▇▇▇▇’▇, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.” The Trustee shall not be responsible for monitoring the ratings of the 2019 Notes. The Issuers shall notify the Trustee in writing of any adjustment to the interest rate due to a ratings change pursuant to this clause (e) and Section 2 of the form of 2019 Note attached hereto as Exhibit A. If the rating of the 2019 Notes from one or both of ▇▇▇▇▇’▇ or S&P (or, if applicable, any Substitute Rating Agency) is decreased to a rating set forth in either of the immediately following tables, the interest rate on the 2019 Notes shall increase from the Original Interest Rate by an amount equal to the sum of the percentages per annum set forth in the following tables opposite those ratings: Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency therefor. For purposes of making adjustments to the interest rate on the 2019 Notes, the following rules of interpretation will apply: (1) if at any time less than two Interest Rate Rating Agencies provide a rating on the 2019 Notes for reasons not within the Issuers’ control (i) the Issuers will use commercially reasonable efforts to obtain a rating on the 2019 Notes from a Substitute Rating Agency for purposes of determining any increase or decrease in the interest rate on the 2019 Notes pursuant to the tables above, (ii) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency to provide a rating on the 2019 Notes but which has since ceased to provide such rating, (iii) the relative ratings scale used by such Substitute Rating Agency to assign ratings to senior secured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Issuers and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings shall be deemed to be the equivalent ratings used by ▇▇▇▇▇’▇ or S&P, as applicable, in such table, and (iv) the interest rate on the 2019 Notes will increase or decrease, as the case may be, such that the interest rate equals the Original Interest Rate plus the appropriate percentage, if any, set forth opposite the rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (iii) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agency); (2) for so long as only one Interest Rate Rating Agency provides a rating on the 2019 Notes, any increase or decrease in the interest rate on the 2019 Notes necessitated by a reduction or increase in the rating by that Interest Rate Rating Agency shall be twice the applicable percentage set forth in the applicable table above; (3) if both Interest Rate Rating Agencies cease to provide a rating on the 2019 Notes for any reason, and no Substitute Rating Agency has provided a rating on the 2019 Notes, the interest rate on the 2019 Notes will increase to, or remain at, as the case may be, 2.00% per annum above the interest rate on the 2019 Notes prior to any such adjustment; (4) if ▇▇▇▇▇’▇ or S&P ceases to rate the 2019 Notes or make a rating of the 2019 Notes publicly available for reasons within the Issuers’ control, the Issuers will not be entitled to obtain a rating from a Substitute Rating Agency and the increase or decrease in the interest rate on the 2019 Notes shall be determined in the manner described above as if either only one or no Interest Rate Rating Agency provides a rating on the 2019 Notes, as the case may be; (5) each interest rate adjustment required by any decrease or increase in a rating as set forth above, whether occasioned by the action of ▇▇▇▇▇’▇ or S&P (or, in either case, any Substitute Rating Agency), shall be made independently of (and in addition to) any and all other interest rate adjustments occasioned by the action of the other Interest Rate Rating Agency; (6) in no event will the interest rate on the 2019 Notes be reduced to below the Original Interest Rate; and (7) subject to clauses (3) and (4) above, no adjustment in the interest rate on the 2019 Notes shall be made solely as a result of an Interest Rate Rating Agency ceasing to provide a rating on the 2019 Notes. If at any time the interest rate on the 2019 Notes has been adjusted upward and either of the Interest Rate Rating Agencies subsequently increases its rating of the 2019 Notes, the interest rate on the 2019 Notes will again be adjusted (and decreased, if appropriate) such that the interest rate on the 2019 Notes equals the interest rate on the 2019 Notes prior to any such adjustment plus (if applicable) an amount equal to the sum of the percentages per annum set forth opposite the ratings in the tables above with respect to the ratings assigned to the 2019 Notes (or deemed assigned) at that time, all calculated in accordance with the rules of interpretation set forth above. If ▇▇▇▇▇’▇ or any Substitute Rating Agency subsequently increases its rating on the 2019 Notes to “Baa3” (or its equivalent if with respect to any Substitute Rating Agency) or higher and S&P or any Substitute Rating Agency subsequently increases its rating on the 2019 Notes to “BBB–” (or its equivalent if with respect to any Substitute Rating Agency) or higher, the interest rate on the 2019 Notes will be decreased to the interest rate on the 2019 Notes prior to any adjustments made pursuant to this clause (e) and Section 2 of the form of 2019 Note attached hereto as Exhibit A. Any increase or decrease in the interest rate described in this clause (e) and Section 2 of the form of 2019 Note attached hereto as Exhibit A shall take effect from the first day of the interest period immediately following the interest period during which a rating change occurs requiring an adjustment in the interest rate. If either Interest Rate Rating Agency changes its rating of the 2019 Notes more than once during any particular interest period, the last such change by such Interest Rate Rating Agency to occur shall control in the event of a conflict for purposes of any increase or decrease in the interest rate. The interest rate shall permanently cease to be subject to any adjustment (notwithstanding any subsequent decrease in the ratings by either Interest Rate Rating Agency) if the 2019 Notes become rated “Baa1” or higher by ▇▇▇▇▇’▇ (or its equivalent if with respect to any Substitute Rating Agency) and “BBB+” or higher by S&P (or its equivalent if with respect to any Substitute Rating Agency), in each case with a stable or positive outlook. If the interest rate payable on the 2019 Notes is increased as set forth in this clause (e) and Section 2 of the form of 2019 Note attached hereto as Exhibit A, the term “interest”, as used in the Indenture with respect to the 2019 Notes, shall be deemed to include any such additional interest unless the context otherwise requires. (f) Payments of principal of, premium and Special Interest, if any, and interest on the 2019 Notes represented by one or more Global Notes initially registered in the name of The Depository Trust Company (the “Depositary”) or its nominee with respect to the 2019 Notes shall be made by the Issuers through the Trustee in immediately available funds to the Depositary or its nominee, as the case may be. (g) The 2019 Notes shall be redeemable in accordance with the terms and provisions set forth in Section 2 hereof and (to the extent they do not conflict with Section 2 hereof) the terms and provisions of Article 3 of the Base Indenture. (h) There shall be no mandatory sinking fund for the payments of the 2019 Notes. (i) The 2019 Notes shall be represented by one or more Global Notes deposited with the Depositary and registered in the name of the nominee of the Depositary. The 2019 Notes, including the form of the certificate of authentication, shall be substantially in the form attached hereto as Exhibit A, the terms of which are incorporated by reference in this 2019 Notes Supplemental Indenture. (j) The Bank of New York Mellon Trust Company, N.A. shall be the Trustee for the 2019 Notes. (k) Articles 10 and 12 of the Base Indenture shall apply to the 2019 Notes. (l) To the extent not set forth otherwise herein, the provisions of Article 2 of the Base Indenture are applicable.

2019 Notes. Pursuant (i) Except as described in this Section 3.07(b), the 2019 Notes will not be redeemable at the Company’s option prior to Section 2.01 August 15, 2019. (ii) At any time prior to August 15, 2014, the 2019 Notes may be redeemed, in whole or in part, at the option of the Base IndentureCompany, at a redemption price equal to 100% of the terms and provisions principal amount of the 2019 Notes are as follows: (a) The title of to be redeemed plus the 2019 Notes shall be “3.480% First Lien Notes due 2019.” (b) The 2019 Notes shall be initially limited to $3,750,000,000 aggregate principal amount. Subject to compliance with Section 4.12 of the Base IndentureApplicable Premium as of, the Issuers may, without the consent of the Holders of the 2019 Notes, increase such aggregate principal amount in the future, on the same terms and conditions, except for any differences in the issue date, issue price andaccrued and unpaid interest, if applicable, the first Interest Payment Date and the first date from which interest will accrue. The 2019 Notes issued originally hereunder and any additional Notes of such series subsequently issued, shall be treated as a single class for purposes of the Indenture, including waivers, amendments, redemptions and offers to purchase; provided that if any such additional Notes are not fungible with the Initial Notes of such series for U.S. federal income tax purposes, such additional Notes of such series will have a separate CUSIP number and ISIN number from the Initial Notes of such series. (c) The price at which the 2019 Notes shall be issued to the public is 99.975%. (d) The Stated Maturity for the 2019 Notes shall be on June 1, 2019. The 2019 Notes shall not require any principal or premium payments prior to the Stated Maturity. (e) The rate at which the 2019 Notes shall bear interest shall be 3.480% per annum (the “Original Interest Rate”), as set forth in Section 1 of the form of 2019 Note attached hereto as Exhibit A, subject to adjustment pursuant to this clause (e) and in Section 2 of the form of 2019 Note attached hereto as Exhibit A. Interest on the 2019 Notes shall accrue from the most recent date to which interest has been paid, or, if no interest has been paid, from June 1, 2016; provided that the first Interest Payment Date shall be December 1, 2016. Each June 1 and December 1 in each year, commencing December 1, 2016, shall be an Interest Payment Date for the 2019 Notes. The May 15 or November 15 (whether or not a Business Day), as the case may be, immediately preceding an Interest Payment Date shall be the Record Date for the interest payable on such Interest Payment Date, even if such 2019 Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Base Indenture with respect to defaulted interest. If an Interest Payment Date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is a Business Dayany, and no interest on such payment will accrue in respect of the delay. The Issuers shall pay interest on overdue principal at a rate equal to the then applicable interest rate on the 2019 Notes to the extent lawful, and the Issuers shall pay interest on overdue installments of interest at the same rate to the extent lawful. In addition, the Issuers shall pay Special Additional Interest, if any, payable pursuant to to, the Registration Rights Agreement. All references in redemption date. (iii) During the Indenture, in any context, to any interest or other amount payable on or with respect to period after the 2019 Notes shall be deemed to include any Special Interest required to be paid pursuant to the Registration Rights Agreement. The interest rate payable on the 2019 Notes shall be subject to adjustment from time to time if either ▇▇▇▇▇’▇ or S&P (or, if applicable, a “nationally recognized statistical rating organization” within the meaning date of Section 3(a)(62) under the Exchange Act selected by the Issuers under the Indenture, as a replacement for ▇▇▇▇▇’▇ or S&P, or both, as the case may be (each, a “Substitute Rating Agency”)) downgrades (or subsequently upgrades) its rating assigned to the 2019 Notes, as set forth below. Each of ▇▇▇▇▇’▇, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.” The Trustee shall not be responsible for monitoring the ratings of the 2019 Notes. The Issuers shall notify the Trustee in writing of any adjustment to the interest rate due to a ratings change pursuant to this clause (e) and Section 2 of the form of 2019 Note attached hereto as Exhibit A. If the rating original issuance of the 2019 Notes from until August 15, 2012, the Company may on any one or both of ▇▇▇▇▇’▇ or S&P (or, if applicable, any Substitute Rating Agency) is decreased more occasions redeem up to a rating set forth in either 35% of the immediately following tables, the interest rate on aggregate principal amount of the 2019 Notes shall increase from originally issued at a redemption price of 108.250% of the Original Interest Rate by an principal amount equal of the 2019 Notes to be redeemed on the redemption date plus accrued and unpaid interest, if any, and Additional Interest, if any, to the sum redemption date with the net cash proceeds of one or more Equity Offerings (1) by the Company or (2) by the Guarantor, to the extent the net cash proceeds thereof are contributed to the common equity capital of the percentages per annum set forth in Company or used to purchase Capital Stock (other than Disqualified Stock) of the following tables opposite those ratings: Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency therefor. For purposes of making adjustments to the interest rate on the 2019 Notes, the following rules of interpretation will applyCompany from it; provided that: (1) if at any time less than two Interest Rate Rating Agencies provide a rating on least 65% of the aggregate principal amount of the 2019 Notes for reasons not within originally issued remains outstanding immediately after the Issuers’ control occurrence of such redemption, excluding any 2019 Notes held by the Company or any of its Subsidiaries; and (i2) the Issuers will use commercially reasonable efforts redemption occurs within ninety (90) days of the date of the closing of the Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to obtain a rating on the 2019 Notes from a Substitute Rating Agency for purposes redemption thereof, and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of determining any increase or decrease in the interest rate on the 2019 Notes related Equity Offering. Except pursuant to the tables abovepreceding paragraphs under this Section 3.07(b), (ii) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency to provide a rating on the 2019 Notes but which has since ceased to provide such rating, (iii) the relative ratings scale used by such Substitute Rating Agency to assign ratings to senior secured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Issuers and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings shall be deemed to be the equivalent ratings used by ▇▇▇▇▇’▇ or S&P, as applicable, in such table, and (iv) the interest rate on the 2019 Notes will increase not be redeemable at the Company’s option prior to August 15, 2014. On or decreaseafter August 15, 2014, the Company may redeem all or a part of the 2019 Notes upon not less than thirty (30) nor more than sixty (60) days’ notice, at the redemption prices expressed as the case may be, such that the interest rate equals the Original Interest Rate percentages of principal amount set forth below plus the appropriate percentageaccrued and unpaid interest, if any, set forth opposite the rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (iii) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agency); (2) for so long as only one Interest Rate Rating Agency provides a rating on the 2019 Notes, any increase or decrease in the interest rate on the 2019 Notes necessitated by a reduction or increase in the rating by that Interest Rate Rating Agency shall be twice the applicable percentage set forth in the applicable table above; (3) if both Interest Rate Rating Agencies cease to provide a rating on the 2019 Notes for any reason, and no Substitute Rating Agency has provided a rating on the 2019 Notes, the interest rate on the 2019 Notes will increase to, or remain at, as the case may be, 2.00% per annum above the interest rate on the 2019 Notes prior to any such adjustment; (4) if ▇▇▇▇▇’▇ or S&P ceases to rate the 2019 Notes or make a rating of the 2019 Notes publicly available for reasons within the Issuers’ control, the Issuers will not be entitled to obtain a rating from a Substitute Rating Agency and the increase or decrease in the interest rate on the 2019 Notes shall be determined in the manner described above as if either only one or no Interest Rate Rating Agency provides a rating on the 2019 Notes, as the case may be; (5) each interest rate adjustment required by any decrease or increase in a rating as set forth above, whether occasioned by the action of ▇▇▇▇▇’▇ or S&P (or, in either case, any Substitute Rating Agency), shall be made independently of (and in addition to) any and all other interest rate adjustments occasioned by the action of the other Interest Rate Rating Agency; (6) in no event will the interest rate on the 2019 Notes be reduced to below the Original Interest Rate; and (7) subject to clauses (3) and (4) above, no adjustment in the interest rate on the 2019 Notes shall be made solely as a result of an Interest Rate Rating Agency ceasing to provide a rating on the 2019 Notes. If at any time the interest rate on the 2019 Notes has been adjusted upward and either of the Interest Rate Rating Agencies subsequently increases its rating of the 2019 Notes, the interest rate on the 2019 Notes will again be adjusted (and decreased, if appropriate) such that the interest rate on the 2019 Notes equals the interest rate on the 2019 Notes prior to any such adjustment plus (if applicable) an amount equal to the sum of the percentages per annum set forth opposite the ratings in the tables above with respect to the ratings assigned to the 2019 Notes (or deemed assigned) at that time, all calculated in accordance with the rules of interpretation set forth above. If ▇▇▇▇▇’▇ or any Substitute Rating Agency subsequently increases its rating on the 2019 Notes to “Baa3” (or its equivalent if with respect to any Substitute Rating Agency) or higher and S&P or any Substitute Rating Agency subsequently increases its rating on the 2019 Notes to “BBB–” (or its equivalent if with respect to any Substitute Rating Agency) or higher, the interest rate on the 2019 Notes will be decreased to the interest rate on the 2019 Notes prior to any adjustments made pursuant to this clause (e) and Section 2 of the form of 2019 Note attached hereto as Exhibit A. Any increase or decrease in the interest rate described in this clause (e) and Section 2 of the form of 2019 Note attached hereto as Exhibit A shall take effect from the first day of the interest period immediately following the interest period during which a rating change occurs requiring an adjustment in the interest rate. If either Interest Rate Rating Agency changes its rating of the 2019 Notes more than once during any particular interest period, the last such change by such Interest Rate Rating Agency to occur shall control in the event of a conflict for purposes of any increase or decrease in the interest rate. The interest rate shall permanently cease to be subject to any adjustment (notwithstanding any subsequent decrease in the ratings by either Interest Rate Rating Agency) if the 2019 Notes become rated “Baa1” or higher by ▇▇▇▇▇’▇ (or its equivalent if with respect to any Substitute Rating Agency) and “BBB+” or higher by S&P (or its equivalent if with respect to any Substitute Rating Agency), in each case with a stable or positive outlook. If the interest rate payable on the 2019 Notes is increased as set forth in this clause (e) and Section 2 of the form of 2019 Note attached hereto as Exhibit A, the term “interest”, as used in the Indenture with respect to the 2019 Notes, shall be deemed to include any such additional interest unless the context otherwise requires. (f) Payments of principal of, premium and Special Additional Interest, if any, and interest on the 2019 Notes represented by one or more Global Notes initially registered in the name of The Depository Trust Company (the “Depositary”) or its nominee with respect redeemed to the 2019 Notes shall be made by the Issuers through the Trustee in immediately available funds applicable redemption date, subject to the Depositary or its nomineeright of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, as if redeemed during the case may be. (g) The 2019 Notes shall be redeemable in accordance with the terms and provisions set forth in Section 2 hereof and (to the extent they do not conflict with Section 2 hereof) the terms and provisions of Article 3 twelve-month period beginning on August 15 of the Base Indenture. (h) There shall be no mandatory sinking fund for the payments of the 2019 Notes. (i) The 2019 Notes shall be represented by one or more Global Notes deposited with the Depositary years indicated below: 2014 104.125 % 2015 102.750 % 2016 101.375 % 2017 and registered in the name of the nominee of the Depositary. The 2019 Notes, including the form of the certificate of authentication, shall be substantially in the form attached hereto as Exhibit A, the terms of which are incorporated by reference in this 2019 Notes Supplemental Indenture. (j) The Bank of New York Mellon Trust Company, N.A. shall be the Trustee for the 2019 Notes. (k) Articles 10 and 12 of the Base Indenture shall apply to the 2019 Notes. (l) To the extent not set forth otherwise herein, the provisions of Article 2 of the Base Indenture are applicable.thereafter 100.000 %