Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 2.875% Senior Notes due 2026 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to $300,000,000 and no further Senior Notes shall be authenticated and delivered except as provided by Section 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Twelfth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Establishment. There is hereby established a new series of senior notes Junior Subordinated Notes to be issued under the Indenture, to be designated as the Company’s 2.8755.45% Senior Junior Subordinated Notes due 2026 2056 (the “Senior Notes”). There are to be authenticated and delivered Senior $500,000,000 principal amount of Notes, initially limited in aggregate and such principal amount of the Notes may be increased from time to $300,000,000 time pursuant to Section 301 of the Indenture. All Notes need not be issued at the same time and no further Senior such series may be reopened at any time, without the consent of any Holder, for issuances of additional Notes. Any such additional Notes will have the same interest rate, maturity and other terms as those initially issued (except for the public offering price and issue date and the initial interest accrual date and initial Interest Payment Date (as defined below), if applicable); provided that if such additional Notes are not fungible with the outstanding Notes for United States federal income tax purposes, then they will be issued under a separate CUSIP number. No Notes shall be authenticated and delivered in excess of the principal amount as so increased except as provided by Section 2.8Sections 203, 2.9303, 2.11304, 8.5 907 or 12.3 of the Original Indenture and the terms of this Twelfth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes 1107 of the Indenture. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) Securities, and the form of the Trustee’s Certificate of Authentication for the Notes shall be, in substantially the form set out in Exhibit A hereto. The form Global Securities will be deposited upon issuance with the Trustee as custodian for The Depository Trust Company (“DTC”), and registered in the name of the Trustee’s Certificate DTC or its nominee, in each case for credit to an account of Authentication for the Senior Notes shall be substantially a Participant or Indirect Participant. The terms and provisions contained in the form of Note set forth out in Exhibit B heretoA hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof Original Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Establishment. (a) There is hereby established a new series of senior notes Securities to be issued under the Indenture, to be designated as the Company’s 2.8751.415% Senior Notes due 2026 2031.
(the “Senior Notes”). b) There are to be authenticated and delivered the Senior Notes, initially limited in aggregate principal amount to $300,000,000 ¥23,100,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Section 2.8Sections 2.05, 2.92.07, 2.11, 8.5 3.03 or 12.3 9.04 of the Original Indenture and the terms of this Twelfth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the futurefuture with no limit, without the consent of the holders of the Senior Notes, with on the same ranking, interest rate, maturity date and other terms and with the same CUSIP CUSIP, ISIN and ISIN Common Code numbers as the Senior Notes other than with respect to: (i) the date of issuanceNotes, (ii) except for the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on price, Original Issue Date and, if applicable, the first Interest Payment Date following and the issuance initial interest accrual date, provided that no Event of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant Default with respect to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall have occurred and be considered collectively as a single class for all purposes of the Indenturecontinuing. The Senior Notes shall be issued in fully registered form. .
(c) The Senior Notes shall be issued in the form of one or more Global Securities Securities. Each Global Security shall be deposited with, or on behalf of, a common depositary, and registered in the name of the nominee of the common depositary for the accounts of Clearstream Banking, S.A. (as defined below“Clearstream”) and Euroclear Bank SA/NV (“Euroclear”). Each Global Security and the Trustee’s Certificate of Authentication thereof, shall be in substantially the form set out forth in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for common depositary with respect to the Senior Notes shall be substantially in The Bank of New York Mellon, London Branch (the form set forth in Exhibit B hereto. “Common Depositary”).
(d) Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof Original Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Sources: Supplemental Indenture (Metlife Inc)
Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 2.8751.320% Senior Notes due 2026 2032 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to $300,000,000 ¥21,100,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Section Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Twelfth Thirty-Fifth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Establishment. There is hereby established a new series of senior notes Securities to be issued under the Indenture, to be designated as the Company’s 2.875% 's Floating Rate Convertible Senior Notes due 2026 2023 (the “"Senior Convertible Notes”"). There are to be authenticated and delivered $140,000,000 (or up to $160,000,000 if and to the extent the Initial Purchasers exercise their option to purchase up to an additional $20,000,000) principal amount of the Senior Convertible Notes, initially limited in aggregate principal amount to $300,000,000 and no further Senior Convertible Notes shall be authenticated and delivered except as provided by Section 2.8▇▇▇▇▇▇▇ ▇▇▇, 2.9▇▇▇, 2.11▇▇▇, 8.5 or 12.3 ▇▇▇ ▇▇ ▇▇▇▇ of the Original Indenture Indenture, the last paragraph of Section 301 thereof, Section 1.09(f) hereof and the terms of this Twelfth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (iSection 1.10(c)(iv) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenturehereof. The Senior Convertible Notes shall be issued in fully registered formform without coupons. The Senior Convertible Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The , and the form of the Trustee’s 's Certificate of Authentication for the Senior Convertible Notes shall be in substantially in the form set forth in Exhibit B hereto. Each Senior Convertible Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.. The Senior Convertible Notes issued on the date hereof will be: (i) offered and sold by the Company pursuant to the Purchase Agreement, and (ii) resold initially only to (A) QIBs in reliance on Rule 144A (such resold Senior Convertible Notes to be referred to herein as the "Rule 144A Securities"), and (B) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S (such resold Senior Convertible Notes to be referred to herein as the "Regulation S Securities" and, together with the Rule 144A Securities, the "Transfer Restricted Securities"). Such Transfer Restricted Securities may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S.
Appears in 1 contract
Establishment. (a) There is hereby established a new series of senior notes Securities to be issued under the Indenture, to be designated as the Company’s 2.875“4.000% Senior Notes due 2026 2051”.
(the “Senior Notes”). b) There are to be authenticated and delivered Senior the Notes, initially limited in an initial aggregate principal amount to of $300,000,000 and no 500,000,000. No further Senior Notes shall be authenticated and delivered delivered, except as provided by Section 2.8Sections 2.04, 2.92.05, 2.07, 2.11, 8.5 3.03 or 12.3 9.04 of the Original Indenture and the terms of this Twelfth Supplemental Base Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the futurefuture with no limit, without notice to or the consent of the holders of the Senior Notes, with on the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuanceNotes, (ii) except for any difference, if applicable, in the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on price, issue date, the first Interest Payment Date following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior initial interest accrual date; provided that no Event of Default with respect to the Notes established pursuant hereto shall have occurred and be considered collectively as a single class for all purposes of the Indenturecontinuing. The Senior Notes shall be issued in fully registered form. .
(c) The Senior Original Notes and the Exchange Notes shall be issued in the form of one or more Global Securities Securities, registered in the name of the Depositary (as defined below) or its nominee. Each Original Note and each Exchange Note and the Trustee’s or Authenticating Agent’s Certificate of Authentication thereof, shall be in substantially the form set out forth in Exhibit A hereto. The form of depositary with respect to the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially The Depository Trust Company (the “Depositary”).
(d) Any additional Notes authenticated and delivered pursuant to Section 1.02(b) shall be governed by this Third Supplemental Indenture and shall rank equal in right of payment with the form set forth in Exhibit B hereto. Notes issued on the date of this Third Supplemental Indenture and, together with the Original Notes or the Exchange Notes, shall be treated as a single series of Notes for all purposes.
(e) Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof Original Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided forfor to, but excluding, the Stated Maturity or any earlier Redemption Date.
Appears in 1 contract
Sources: Third Supplemental Indenture (Jackson Financial Inc.)
Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 2.8751.750% Senior Notes due 2026 2038 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to $300,000,000 ¥8,900,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Section Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Twelfth Seventeenth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 2.8750.300% Senior Notes due 2026 2025 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to $300,000,000 ¥12,400,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Section Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Twelfth Twenty-Third Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 2.8751.264% Senior Notes due 2026 2041 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to $300,000,000 ¥10,000,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Section Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Twelfth Thirty-Second Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 2.8750.550% Senior Notes due 2026 2030 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to $300,000,000 ¥13,300,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Section Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Twelfth Twenty-Fourth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 2.8751.488% Senior Notes due 2026 2033 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to $300,000,000 ¥15,200,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Section Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Twelfth Sixteenth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Establishment. (a) There is hereby established a new series of senior notes Securities to be issued under the Indenture, to be designated as the Company’s 2.8756.625% Senior Notes Fixed-Rate Reset Junior Subordinated Debentures due 2026 2054.
(the “Senior Notes”). b) There are to be authenticated and delivered Senior Notesthe Debentures, initially limited in aggregate principal amount to $300,000,000 600,000,000, and no further Senior Notes Debentures shall be authenticated and delivered except as provided by Section 2.8Sections 2.05, 2.92.07, 2.11, 8.5 3.03 or 12.3 9.04 of the Original Indenture and the terms of this Twelfth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes Debentures may be increased in the futurefuture with no limit, without the consent of the holders of the Senior NotesDebentures, with on the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuanceDebentures, (ii) except for the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on price, Original Issue Date and, if applicable, the first Interest Payment Date following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto initial interest accrual date; provided that no Event of Default with respect to the Debentures shall have occurred and be considered collectively as a single class for all purposes of the Indenturecontinuing. The Senior Notes Debentures shall be issued in fully registered form. Notwithstanding the foregoing, if any of such additional Debentures are not fungible for U.S. federal income tax purposes, such additional Debentures shall have a separate CUSIP and ISIN number. Any additional Debentures, together with the Debentures issued under this Second Supplemental Indenture, shall constitute a single series of debt securities under the Indenture and will rank equally and ratably in right of payment with all Outstanding Debentures.
(c) The Senior Notes Debentures shall be issued in the form of one or more Global Securities (as defined below) Securities, registered in substantially the form set out in Exhibit A heretoname of the Depositary or its nominee. The form of Each Global Security and the Trustee’s Certificate certificate of Authentication for the Senior Notes authentication thereof shall be in substantially in the form set forth in Exhibit B A hereto. .
(d) Each Senior Note Debenture shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof Original Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Sources: Second Supplemental Indenture (Athene Holding Ltd.)
Establishment. (a) There is hereby established a new series of senior notes Securities to be issued under the Indenture, to be designated as the Company’s 2.875“5.170% Senior Notes due 2026 2027”.
(the “Senior Notes”). b) There are to be authenticated and delivered Senior the Notes, initially limited in an initial aggregate principal amount to of $300,000,000 and no 400,000,000. No further Senior Notes shall be authenticated and delivered delivered, except as provided by Section 2.8Sections 2.04, 2.92.05, 2.07, 2.11, 8.5 3.03 or 12.3 9.04 of the Original Indenture and the terms of this Twelfth Supplemental Base Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the futurefuture with no limit, without notice to or the consent of the holders of the Senior Notes, with on the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuanceNotes, (ii) except for any difference, if applicable, in the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on price, issue date, the first Interest Payment Date following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior initial interest accrual date; provided that no Event of Default with respect to the Notes established pursuant hereto shall have occurred and be considered collectively as a single class for all purposes of the Indenturecontinuing. The Senior Notes shall be issued in fully registered form. .
(c) The Senior Notes shall be issued in the form of one or more Global Securities Securities, registered in the name of the Depositary (as defined below) or its nominee. Each Note and the Trustee’s or Authenticating Agent’s Certificate of Authentication thereof, shall be in substantially the form set out forth in Exhibit A hereto. The form of depositary with respect to the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially The Depository Trust Company (the “Depositary”).
(d) Any additional Notes authenticated and delivered pursuant to Section 1.02(b) shall be governed by this Fourth Supplemental Indenture and shall rank equal in right of payment with the form set forth in Exhibit B hereto. Notes issued on the date of this Fourth Supplemental Indenture and, together with the Notes, shall be treated as a single series of Notes for all purposes.
(e) Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof Original Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided forfor to, but excluding, the Stated Maturity or any earlier Redemption Date.
Appears in 1 contract
Sources: Fourth Supplemental Indenture (Jackson Financial Inc.)
Establishment. There is hereby established a new series of senior notes Securities to be issued under the Indenture, to be designated as the Company’s 2.875% 10¼% Senior Notes due 2026 2014 (the “Senior Notes”). This First Supplemental Indenture shall be deemed to satisfy all requirements of Section 301 of the Original Indenture necessary for establishment of the Notes as a series of Securities under the Indenture notwithstanding anything to the contrary therein. There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to of $300,000,000 325,000,000 and no further Senior Notes shall be authenticated and delivered except as provided by Section 2.8, 2.9, 2.11, 8.5 or 12.3 the terms of the Original Indenture and the terms of this Twelfth First Supplemental Indenture; provided, however, that additional Notes having identical terms and conditions as the Company may re-open this series of Senior Notes other than issue date, the issue price, the date from which interest thereon shall accrue, legends, if any, to be included thereon and the aggregate principal amount of first Interest Payment Date (the Senior Notes “Additional Notes”) may be increased issued from time to time in the future, without the consent of the holders Holders of the Senior Notes, in accordance with the same rankingprovisions of the Indenture. With respect to any Additional Notes, interest ratethe Company shall set forth in a resolution of the Board of Directors or an Officers’ Certificate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: following information:
(ia) the date aggregate principal amount of issuance, such Additional Notes to be authenticated and delivered pursuant to the Indenture;
(iib) the issue price and (iii) date, the issue price, the first Interest Payment Date of such Additional Notes, the date from which interest shall accrue and legends, if any, to be included thereon; and
(c) the amount CUSIP and ISIN numbers of interest payable on the first Interest Payment Date following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated)Additional Notes. Any such additional Senior The Notes and the Senior Notes established pursuant hereto Additional Notes, if any, shall be considered collectively as a single class for all purposes of the Indenture. Holders of the Notes and the Additional Notes, if any, shall vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Notes or the Additional Notes, if any, shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. The Senior Notes shall be issued in fully registered formform without coupons, and only in denominations of $2,000 and larger integral multiples of $1,000. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of initial Depositary with respect to the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially DTC. Payments in respect of Notes represented by a Global Security (including principal, premium and interest) shall be made by wire transfer of immediately available funds to the form set forth in Exhibit B heretoaccounts specified by DTC. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage or DTC rule or usage in addition to those set forth on Exhibit A. The Company and the Trustee shall approve the forms of the Notes and any notation, endorsement or legend on them, such approval to be evidenced by the execution or authentication, respectively, and delivery of the Notes by the Company or the Trustee, respectively. The terms of the Notes set forth in Exhibit A are part of the terms of the Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this First Supplemental Indenture, expressly agree to be bound by such terms.
Appears in 1 contract
Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 2.8752.779% Senior Notes due 2026 2040 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to $300,000,000 ¥7,000,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Section Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Twelfth Forty-Fourth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Establishment. There is hereby established a new series of senior notes Senior Notes to be issued under the Indenture, to be designated as the Company’s 2.875Series 2023A 3.875% Convertible Senior Notes due 2026 December 15, 2025 (the “Senior Series 2023A Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate $1,500,000,000 principal amount of Series 2023A Notes (or up to $300,000,000 1,725,000,000 principal amount of Series 2023A Notes if the Initial Purchasers (as defined below) exercise the Shoe Option (as defined below) in full), and no further Senior such principal amount of the Series 2023A Notes may be increased from time to time pursuant to Section 301 of the Original Indenture. All Series 2023A Notes need not be issued at the same time and such series may be reopened at any time, without the consent of any Holder, for issuances of additional Series 2023A Notes. Any such additional Series 2023A Notes (“Additional Notes”) will have the same interest rate, maturity and other terms as those initially issued (except for the public offering price and issue date and the initial interest accrual date and initial Interest Payment Date (as defined below), if applicable). No Series 2023A Notes shall be authenticated and delivered in excess of the principal amount as so increased except as provided by Section 2.8Sections 203, 2.9303, 2.11304, 8.5 907 or 12.3 1107 of the Original Indenture and the terms of this Twelfth Supplemental Indenture; providedSections 1.06, however, that the Company may re-open this series of Senior Notes 2.02 and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture3.06 hereof. The Senior Series 2023A Notes shall be issued in fully registered form. The Senior Series 2023A Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The Depositary with respect to the Series 2023A Notes shall be The Depository Trust Company. The form of the Trustee’s Certificate of Authentication for the Senior Series 2023A Notes shall be in substantially in the form set forth in Exhibit B hereto. Each Senior Series 2023A Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Sources: Twenty Seventh Supplemental Indenture (Southern Co)
Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 2.8750.934% Senior Notes due 2026 2034 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to $300,000,000 ¥9,800,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Section Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Twelfth Twenty-First Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 2.8751.039% Senior Notes due 2026 2036 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to $300,000,000 ¥10,000,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Section Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Twelfth Thirty-First Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Establishment. (a) There is hereby established a new series of senior notes Notes to be issued under the Indenture, to be designated as the Company’s 2.875% Senior Unsecured Notes due 2026 .
(the “Senior Notes”). b) There are to be authenticated and delivered the Senior Notes, initially limited in aggregate principal amount to $ ( units of $300,000,000 25 each), and no further Senior Notes shall be authenticated and delivered except as provided by Section 2.8Sections 2.04, 2.93.06, 2.113.07, 8.5 3.10 or 12.3 11.04 of the Original Indenture and the terms of this Twelfth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the futurefuture with no limit, without the consent of the holders of the Senior Notes, with on the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which except that if any such additional Senior Notes are authenticated). Any not fungible with the Senior Notes initially issued hereunder for U.S. federal income tax purposes or U.S. securities law purposes, such additional Senior Notes shall have a separate CUSIP number), except for the issue price, Original Issue Date and, if applicable, the first Interest Payment Date and the initial interest accrual date, provided that no Event of Default with respect to the Senior Notes established pursuant hereto shall have occurred and be considered collectively as a single class for all purposes of the Indenturecontinuing. The Senior Notes shall be issued in fully registered form. .
(c) The Senior Notes shall be issued in the form of one or more Global Securities Notes, registered in the name of the Depository (as defined below) or its nominee. Each Global Note and the Trustee’s Certificate of Authentication thereof shall be in substantially the form set out forth in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for initial depository with respect to the Senior Notes shall be substantially in The Depository Trust Company, New York, New York (the form set forth in Exhibit B hereto“Depository”). Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof Original Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Sources: Indenture (Conifer Holdings, Inc.)
Establishment. There is hereby established a new series of senior notes Debt Securities to be issued under the Indenture, to be designated as the Company’s 2.8757.50% Senior Notes Debentures due 2026 November 5, 2033 (the “Senior NotesDebentures”). There are to be authenticated and delivered Senior NotesDebentures, initially limited in aggregate principal amount of $100,000,000; provided that such amount may be increased to up to $300,000,000 115,000,000 in aggregate principal amount if the underwriters named in the Purchase Agreement dated October 31, 2003 among the Company, the Guarantor and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated as representatives of the several underwriters named therein (the “Purchase Agreement”) exercise their overallotment option to purchase additional Senior Debentures as provided in the Purchase Agreement and no further Senior Notes Debentures shall be authenticated and delivered except as provided by Section 2.82.1, 2.93.5, 2.113.6, 8.5 or 12.3 9.6 and 11.7 of the Original Indenture and the terms of this Twelfth Supplemental Indenture; provided, howeverprovided further, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes Debentures may be increased in the future, without the consent of the holders Holders of the Senior NotesDebentures, with on the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers number as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the IndentureDebentures. The Senior Notes Debentures shall be issued in definitive fully registered form. The Senior Notes Debentures shall be issued in the form of one or more Global Securities (as defined below) Security in substantially the form set out in Exhibit A hereto. The Depositary with respect to the Senior Debentures shall be The Depository Trust Company. The form of the Trustee’s Certificate of Authentication for the Senior Notes Debentures shall be in substantially in the form set forth in Exhibit B hereto. Each Senior Note Debenture shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 2.8751.412% Senior Notes due 2026 2031 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to $300,000,000 ¥27,900,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Section Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Twelfth Thirty-Ninth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 2.8754.00% Senior Notes due 2026 2022 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to $300,000,000 350,000,000 and no further Senior Notes shall be authenticated and delivered except as provided by Section 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Twelfth Sixth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 2.8754.000% Senior Notes due 2026 2046 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to $300,000,000 400,000,000 and no further Senior Notes shall be authenticated and delivered except as provided by Section 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Twelfth Thirteenth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 2.8752.144% Senior Notes due 2026 2052 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to $300,000,000 ¥12,000,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Section Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Twelfth Thirty-Seventh Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 2.8751.122% Senior Notes due 2026 2039 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to $300,000,000 ¥6,300,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Section Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Twelfth Twenty-Second Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Establishment. (a) There is hereby established a new series of senior notes Securities to be issued under the Indenture, to be designated as the Company’s 2.875% Floating Rate Senior Notes due 2026 2013.
(the “Senior Notes”). b) There are to be authenticated and delivered Floating Rate Senior Notes, initially limited Notes in an initial aggregate principal amount to of $300,000,000 250,000,000, and no further Floating Rate Senior Notes shall be authenticated and delivered except as provided by Section 2.82.05, 2.92.07, 2.11, 8.5 3.03 or 12.3 9.04 of the Original Indenture and the terms of this Twelfth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Floating Rate Senior Notes may be increased in the futurefuture with no limit, without the consent of the holders of the Floating Rate Senior Notes, with on the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Floating Rate Senior Notes other than with respect to: (i) the date of issuanceNotes, (ii) except for the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on price, Original Issue Date and, if applicable, the first Interest Payment Date following and the issuance initial interest accrual date, provided that no Event of any such additional Default with respect to the Floating Rate Senior Notes (which terms shall have occurred and be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenturecontinuing. The Floating Rate Senior Notes shall be issued in fully registered form. , without coupons.
(c) The Floating Rate Senior Notes shall be issued in the form of one or more Global Securities (as defined below) Securities, registered in the name of the Depositary or its nominee. Each Global Security and the Trustee’s Certificate of Authentication thereof, shall be in substantially the form set out forth in Exhibit A hereto. The form of Depositary with respect to the Trustee’s Certificate of Authentication for the Floating Rate Senior Notes shall be substantially in The Depository Trust Company (the form set forth in Exhibit B hereto. “Depositary”).
(d) Each Floating Rate Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof Original Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 2.8750.932% Senior Notes due 2026 2027 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to $300,000,000 ¥60,000,000,000 and no further Senior Notes shall be authenticated and delivered except as provided by Section 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Twelfth Fourteenth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for U.S. federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Sources: Supplemental Indenture (Aflac Inc)
Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 2.8751.075% Senior Notes due 2026 2029 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to $300,000,000 ¥33,400,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Section Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Twelfth Thirty-Fourth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Sources: Supplemental Indenture (Aflac Inc)
Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 2.8750.750% Senior Notes due 2026 2032 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to $300,000,000 ¥20,700,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Section Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Twelfth Twenty-Fifth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 2.8751.594% Senior Notes due 2026 2037 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to $300,000,000 ¥6,500,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Section Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Twelfth Thirty-Sixth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 2.8750.830% Senior Notes due 2026 2035 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to $300,000,000 ¥10,600,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Section Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Twelfth Twenty-Sixth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Establishment. There is hereby established a new series of senior sustainability notes to be issued under the Indenture, to be designated as the Company’s 2.8751.125% Senior Sustainability Notes due 2026 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to $300,000,000 400,000,000 and no further Senior Notes shall be authenticated and delivered except as provided by Section Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Twelfth Twenty-Eighth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to on which interest has been paid or duly provided for.
Appears in 1 contract
Establishment. (a) There is hereby established a new series of senior notes Securities to be issued under the Indenture, to be designated as the Company’s 2.8751.189% Senior Notes due 2026 2034.
(the “Senior Notes”). b) There are to be authenticated and delivered the Senior Notes, initially limited in aggregate principal amount to $300,000,000 ¥26,500,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Section 2.8Sections 2.05, 2.92.07, 2.11, 8.5 3.03 or 12.3 9.04 of the Original Indenture and the terms of this Twelfth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the futurefuture with no limit, without the consent of the holders of the Senior Notes, with on the same ranking, interest rate, maturity date and other terms and with the same CUSIP CUSIP, ISIN and ISIN Common Code numbers as the Senior Notes other than with respect to: (i) the date of issuanceNotes, (ii) except for the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on price, Original Issue Date and, if applicable, the first Interest Payment Date following and the issuance initial interest accrual date, provided that no Event of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant Default with respect to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall have occurred and be considered collectively as a single class for all purposes of the Indenturecontinuing. The Senior Notes shall be issued in fully registered form. .
(c) The Senior Notes shall be issued in the form of one or more Global Securities Securities. Each Global Security shall be deposited with, or on behalf of, a common depositary, and registered in the name of the nominee of the common depositary for the accounts of Clearstream Banking, S.A. (as defined below“Clearstream”) and Euroclear Bank SA/NV (“Euroclear”). Each Global Security and the Trustee’s Certificate of Authentication thereof, shall be in substantially the form set out forth in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for common depositary with respect to the Senior Notes shall be substantially in The Bank of New York Mellon, London Branch (the form set forth in Exhibit B hereto. “Common Depositary”).
(d) Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof Original Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Sources: Supplemental Indenture (Metlife Inc)
Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 2.8750.843% Senior Notes due 2026 2031 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to $300,000,000 ¥9,300,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Section Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Twelfth Twentieth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 2.8751.159% Senior Notes due 2026 2030 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to $300,000,000 ¥29,300,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Section Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Twelfth Fifteenth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Establishment. There is hereby established a new series of senior notes subordinated debentures to be issued under the Indenture, to be designated as the Company’s 2.8752.108% Senior Notes Subordinated Debentures due 2026 2047 (the “Senior NotesSubordinated Debentures”). There are to be authenticated and delivered Senior NotesSubordinated Debentures, initially limited in aggregate principal amount to $300,000,000 ¥60,000,000,000 and no further Senior Notes Subordinated Debentures shall be authenticated and delivered except as provided by Section 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Twelfth Second Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes Subordinated Debentures and the aggregate principal amount of the Senior Notes Subordinated Debentures may be increased in the future, without the consent of the holders of the Senior NotesSubordinated Debentures, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes Subordinated Debentures other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date following the issuance of any such additional Senior Notes Subordinated Debentures (which terms shall be set forth in a Board Resolution or supplemental indenture accompanying the Order pursuant to which any such additional Senior Notes Subordinated Debentures are authenticated). Any such additional Senior Notes Subordinated Debentures and the Senior Notes Subordinated Debentures established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Subordinated Debentures are fungible for U.S. federal income tax purposes with any then-existing Subordinated Debentures. The Senior Notes Subordinated Debentures shall be issued in fully registered form. The Senior Notes Subordinated Debentures shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes Subordinated Debentures shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note Subordinated Debenture shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 2.8758.500% Senior Notes due 2026 2019 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to $300,000,000 850,000,000 and no further Senior Notes shall be authenticated and delivered except as provided by Section 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Twelfth First Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date following the issuance of any such additional Senior Notes (which terms shall be set forth in a an Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Establishment. There is hereby established a new series of senior notes Junior Subordinated Notes to be issued under the Indenture, to be designated as the Company’s 2.8756.375% Senior Junior Subordinated Notes due 2026 2056 (the “Senior Notes”). There are to be authenticated and delivered Senior $250,000,000 principal amount of Notes, initially limited in aggregate and such principal amount of the Notes may be increased from time to $300,000,000 time pursuant to Section 301 of the Indenture. All Notes need not be issued at the same time and no further Senior such series may be reopened at any time, without the consent of any Holder, for issuances of additional Notes. Any such additional Notes will have the same interest rate, maturity and other terms as those initially issued (except for the public offering price and issue date and the initial interest accrual date and initial Interest Payment Date (as defined below), if applicable); provided that if such additional Notes are not fungible with the outstanding Notes for United States federal income tax purposes, then they will be issued under a separate CUSIP number. No Notes shall be authenticated and delivered in excess of the principal amount as so increased except as provided by Section 2.8Sections 203, 2.9303, 2.11304, 8.5 907 or 12.3 of the Original Indenture and the terms of this Twelfth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes 1107 of the Indenture. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) Securities, and the form of the Trustee’s Certificate of Authentication for the Notes shall be, in substantially the form set out in Exhibit A hereto. The form Global Securities will be deposited upon issuance with the Trustee as custodian for The Depository Trust Company (“DTC”), and registered in the name of the Trustee’s Certificate DTC or its nominee, in each case for credit to an account of Authentication for the Senior Notes shall be substantially a Participant or Indirect Participant. The terms and provisions contained in the form of Note set forth out in Exhibit B heretoA hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof Original Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Establishment. There is hereby established a new series of senior notes Debt Securities to be issued under the Indenture, to be designated as the Company’s 2.8757.25% Senior Notes Debentures due 2026 January 23, 2034 (the “Senior NotesDebentures”). There are to be authenticated and delivered Senior NotesDebentures, initially limited in aggregate principal amount of $75,000,000; provided that such amount may be increased to up to $300,000,000 86,250,000 in aggregate principal amount if the underwriters named in the Purchase Agreement dated January 15, 2004 among the Company, the Guarantor and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated as representatives of the several underwriters named therein (the “Purchase Agreement”) exercise their overallotment option to purchase additional Senior Debentures as provided in the Purchase Agreement and no further Senior Notes Debentures shall be authenticated and delivered except as provided by Section 2.82.1, 2.93.5, 2.113.6, 8.5 or 12.3 9.6 and 11.7 of the Original Indenture and the terms of this Twelfth Supplemental Indenture; provided, howeverprovided further, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes Debentures may be increased in the future, without the consent of the holders Holders of the Senior NotesDebentures, with on the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers number as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the IndentureDebentures. The Senior Notes Debentures shall be issued in definitive fully registered form. The Senior Notes Debentures shall be issued in the form of one or more Global Securities (as defined below) Security in substantially the form set out in Exhibit A hereto. The U.S. Depositary with respect to the Senior Debentures shall be The Depository Trust Company. The form of the Trustee’s Certificate of Authentication for the Senior Notes Debentures shall be in substantially in the form set forth in Exhibit B hereto. Each Senior Note Debenture shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Establishment. (a) There is hereby established a new series of senior notes Securities to be issued under the Indenture, to be designated as the Company’s 2.8757.250% Senior Notes Fixed-Rate Reset Junior Subordinated Debentures due 2026 2064.
(the “Senior Notes”). b) There are to be authenticated and delivered Senior Notesthe Debentures, initially limited in aggregate principal amount to $300,000,000 575,000,000, and no further Senior Notes Debentures shall be authenticated and delivered except as provided by Section 2.8Sections 2.05, 2.92.07, 2.11, 8.5 3.03 or 12.3 9.04 of the Original Indenture and the terms of this Twelfth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes Debentures may be increased in the futurefuture with no limit, without the consent of the holders of the Senior NotesDebentures, with on the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuanceDebentures, (ii) except for the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on price, Original Issue Date and, if applicable, the first Interest Payment Date following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto initial interest accrual date; provided that no Event of Default with respect to the Debentures shall have occurred and be considered collectively as a single class for all purposes of the Indenturecontinuing. The Senior Notes Debentures shall be issued in fully registered form. Notwithstanding the foregoing, if any of such additional Debentures are not fungible for U.S. federal income tax purposes, such additional Debentures shall have a separate CUSIP and ISIN number. Any additional Debentures, together with the Debentures issued under this First Supplemental Indenture, shall constitute a single series of debt securities under the Indenture and will rank equally and ratably in right of payment with all Outstanding Debentures.
(c) The Senior Notes Debentures shall be issued in the form of one or more Global Securities (as defined below) Securities, registered in substantially the form set out in Exhibit A heretoname of the Depositary or its nominee. The form of Each Global Security and the Trustee’s Certificate certificate of Authentication for the Senior Notes authentication thereof shall be in substantially in the form set forth in Exhibit B A hereto. .
(d) Each Senior Note Debenture shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof Original Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Establishment. There is hereby established a new series of senior notes Senior Notes to be issued under the Indenture, to be designated as the Company’s 2.875Series 2025A 3.25% Convertible Senior Notes due 2026 June 15, 2028 (the “Senior Series 2025A Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate $1,450,000,000 principal amount of Series 2025A Notes (or up to $300,000,000 1,650,000,000 principal amount of Series 2025A Notes if the Initial Purchasers (as defined below) exercise the Shoe Option (as defined below) in full), and no further Senior such principal amount of the Series 2025A Notes may be increased from time to time pursuant to Section 301 of the Original Indenture. All Series 2025A Notes need not be issued at the same time and such series may be reopened at any time, without the consent of any Holder, for issuances of additional Series 2025A Notes. Any such additional Series 2025A Notes (“Additional Notes”) will have the same interest rate, maturity and other terms as those initially issued (except for the offering price and issue date and the initial interest accrual date and initial Interest Payment Date (as defined below), if applicable, and, if applicable, restrictions on transfer in respect of such Additional Notes; provided that if any such Additional Notes are not fungible with the Series 2025A Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such Additional Notes shall have one or more separate CUSIP numbers). No Series 2025A Notes shall be authenticated and delivered in excess of the principal amount as so increased except as provided by Section 2.8Sections 203, 2.9303, 2.11304, 8.5 907 or 12.3 1107 of the Original Indenture and the terms of this Twelfth Supplemental Indenture; providedSections 1.06, however, that the Company may re-open this series of Senior Notes 2.02 and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture3.06 hereof. The Senior Series 2025A Notes shall be issued in fully registered form. The Senior Series 2025A Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The Depositary with respect to the Series 2025A Notes shall be The Depository Trust Company. The form of the Trustee’s Certificate of Authentication for the Senior Series 2025A Notes shall be in substantially in the form set forth in Exhibit B hereto. Each Senior Series 2025A Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Sources: Supplemental Indenture (Southern Co)
Establishment. There is hereby established a new series of senior subordinated notes to be issued under the Indenture, to be designated as the Company’s 2.875% 8¼% Senior Subordinated Notes due 2026 2016 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to of $300,000,000 200,000,000 and no further Senior Notes shall be authenticated and delivered except as provided by Section 2.8, 2.9, 2.11, 8.5 or 12.3 the terms of the Original Indenture and the terms of this Twelfth First Supplemental Indenture; provided, however, that additional Notes having identical terms and conditions as the Company may re-open this series of Senior Notes other than issue date, the issue price, the date from which interest thereon shall accrue, legends, if any, to be included thereon and the aggregate principal amount of first Interest Payment Date (the Senior Notes “Additional Notes”) may be increased issued from time to time in the future, without the consent of the holders Holders of the Senior Notes, in accordance with the same rankingprovisions of the Indenture. With respect to any Additional Notes, interest ratethe Company shall set forth in a resolution of the Board of Directors or an Officers’ Certificate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: following information:
(ia) the date aggregate principal amount of issuance, such Additional Notes to be authenticated and delivered pursuant to the Indenture;
(iib) the issue price and (iii) date, the issue price, the first Interest Payment Date of such Additional Notes, the date from which interest shall accrue and legends, if any, to be included thereon; and
(c) the amount CUSIP and ISIN numbers of interest payable on the first Interest Payment Date following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated)Additional Notes. Any such additional Senior The Notes and the Senior Notes established pursuant hereto Additional Notes, if any, shall be considered collectively as a single class for all purposes of the Indenture. Holders of the Notes and the Additional Notes, if any, shall vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Notes or the Additional Notes, if any, shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. The Senior Notes shall be issued in fully registered formform without coupons, and only in denominations of $2,000 and larger integral multiples of $1,000. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of initial Depositary with respect to the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially DTC. Payments in respect of Notes represented by a Global Security (including principal, premium and interest) shall be made by wire transfer of immediately available funds to the form set forth in Exhibit B heretoaccounts specified by DTC. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage or DTC rule or usage in addition to those set forth on Exhibit A. The Company and the Trustee shall approve the forms of the Notes and any notation, endorsement or legend on them, such approval to be evidenced by the execution or authentication, respectively, and delivery of the Notes by the Company or the Trustee, respectively. The terms of the Notes set forth in Exhibit A are part of the terms of the Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this First Supplemental Indenture, expressly agree to be bound by such terms.
Appears in 1 contract
Establishment. (a) There is hereby established a new series of senior notes Securities to be issued under the Indenture, to be designated as the Company’s 2.875“5.670% Senior Notes due 2026 2032”.
(the “Senior Notes”). b) There are to be authenticated and delivered Senior the Notes, initially limited in an initial aggregate principal amount to of $300,000,000 and no 350,000,000. No further Senior Notes shall be authenticated and delivered delivered, except as provided by Section 2.8Sections 2.04, 2.92.05, 2.07, 2.11, 8.5 3.03 or 12.3 9.04 of the Original Indenture and the terms of this Twelfth Supplemental Base Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the futurefuture with no limit, without notice to or the consent of the holders of the Senior Notes, with on the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuanceNotes, (ii) except for any difference, if applicable, in the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on price, issue date, the first Interest Payment Date following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior initial interest accrual date; provided that no Event of Default with respect to the Notes established pursuant hereto shall have occurred and be considered collectively as a single class for all purposes of the Indenturecontinuing. The Senior Notes shall be issued in fully registered form. .
(c) The Senior Notes shall be issued in the form of one or more Global Securities Securities, registered in the name of the Depositary (as defined below) or its nominee. Each Note and the Trustee’s or Authenticating Agent’s Certificate of Authentication thereof, shall be in substantially the form set out forth in Exhibit A hereto. The form of depositary with respect to the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially The Depository Trust Company (the “Depositary”).
(d) Any additional Notes authenticated and delivered pursuant to Section 1.02(b) shall be governed by this Fifth Supplemental Indenture and shall rank equal in right of payment with the form set forth in Exhibit B hereto. Notes issued on the date of this Fifth Supplemental Indenture and, together with the Notes, shall be treated as a single series of Notes for all purposes.
(e) Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof Original Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided forfor to, but excluding, the Stated Maturity or any earlier Redemption Date.
Appears in 1 contract
Sources: Fifth Supplemental Indenture (Jackson Financial Inc.)
Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 2.8750.633% Senior Notes due 2026 2031 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to $300,000,000 ¥30,000,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Section Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Twelfth Twenty-Ninth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Sources: Supplemental Indenture (Aflac Inc)
Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 2.8750.500% Senior Notes due 2026 2029 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to $300,000,000 ¥12,600,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Section Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Twelfth Nineteenth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 2.8753.625% Senior Notes due 2026 2024 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to $300,000,000 750,000,000 and no further Senior Notes shall be authenticated and delivered except as provided by Section 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Twelfth Ninth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Establishment. (a) There is hereby established a new series of senior notes Securities to be issued under the Indenture, to be designated as follows: (i) the Company’s 2.8755.375% Senior Notes due 2026 2029 to be issued on the date hereof in connection with the Indigo Exchange Offer and (ii) 5.375% Senior Notes due 2029 if and when issued in exchange for Initial Notes in a Registered Exchange Offer accordance with the “Senior Notes”). Registration Rights Agreement.
(b) There are to be authenticated and delivered Senior $697,493,000 principal amount of Initial Notes on the date hereof. Upon receipt of a Company Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes, initially limited in ; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes of a like aggregate principal amount in accordance with a Registered Exchange Offer pursuant to $300,000,000 the Registration Rights Agreement. Further, and no further Senior Notes shall from time to time thereafter there may be authenticated and delivered except as provided by Section 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Twelfth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate an unlimited principal amount of the Senior additional Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: Additional Securities.
(ic) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued initially in the form of one or more Global Securities (as defined below) Securities, in substantially the form set out in Exhibit 1 to Appendix A hereto. The form interest rate, Interest Payment Dates, record dates and maturity date of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form as set forth in Exhibit B heretosuch form, the terms of which are incorporated herein by reference. The Depositary with respect to the Notes shall be The Depository Trust Company.
(d) Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof (or any such other date as may be stated in such Note) or from the most recent Interest Payment Date date to which interest has been paid or duly provided for. Provisions relating to the Initial Notes and the Exchange Notes are set forth in Appendix A attached hereto, which is hereby incorporated in, and expressly made part of, this Second Supplemental Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form reasonably acceptable to the Company). The respective terms of the Notes set forth in Appendix A are part of the terms of this Second Supplemental Indenture.
(e) If and to the extent that the provisions of the Base Indenture are duplicative of, or in contradiction with, the provisions of this Second Supplemental Indenture, the provisions of this Second Supplemental Indenture shall govern.
Appears in 1 contract
Sources: Second Supplemental Indenture (Southwestern Energy Co)
Establishment. (a) There is hereby established a new series of senior notes Securities to be issued under the Indenture, to be designated as the Company’s 2.8751.385% Senior Notes due 2026 2039.
(the “Senior Notes”). b) There are to be authenticated and delivered the Senior Notes, initially limited in aggregate principal amount to $300,000,000 ¥24,400,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Section 2.8Sections 2.05, 2.92.07, 2.11, 8.5 3.03 or 12.3 9.04 of the Original Indenture and the terms of this Twelfth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the futurefuture with no limit, without the consent of the holders of the Senior Notes, with on the same ranking, interest rate, maturity date and other terms and with the same CUSIP CUSIP, ISIN and ISIN Common Code numbers as the Senior Notes other than with respect to: (i) the date of issuanceNotes, (ii) except for the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on price, Original Issue Date and, if applicable, the first Interest Payment Date following and the issuance initial interest accrual date, provided that no Event of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant Default with respect to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall have occurred and be considered collectively as a single class for all purposes of the Indenturecontinuing. The Senior Notes shall be issued in fully registered form. .
(c) The Senior Notes shall be issued in the form of one or more Global Securities Securities. Each Global Security shall be deposited with, or on behalf of, a common depositary, and registered in the name of the nominee of the common depositary for the accounts of Clearstream Banking, S.A. (as defined below“Clearstream”) and Euroclear Bank SA/NV (“Euroclear”). Each Global Security and the Trustee’s Certificate of Authentication thereof, shall be in substantially the form set out forth in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for common depositary with respect to the Senior Notes shall be substantially in The Bank of New York Mellon, London Branch (the form set forth in Exhibit B hereto. “Common Depositary”).
(d) Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof Original Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Sources: Supplemental Indenture (Metlife Inc)
Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 2.8751.726% Senior Notes due 2026 2030 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to $300,000,000 ¥35,000,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Section Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Twelfth Forty-First Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 2.8751.560% Senior Notes due 2026 2051 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to $300,000,000 ¥20,000,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Section Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Twelfth Thirty-Third Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Sources: Supplemental Indenture (Aflac Inc)
Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 2.8753.45% Senior Notes due 2026 2015 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to $300,000,000 and no further Senior Notes shall be authenticated and delivered except as provided by Section 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Twelfth Fourth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Establishment. (a) There is hereby established a new series of senior notes Securities to be issued under the Indenture, to be designated as the Company’s 2.8751.009% Senior Notes due 2026 2029.
(the “Senior Notes”). b) There are to be authenticated and delivered the Senior Notes, initially limited in aggregate principal amount to $300,000,000 ¥7,100,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Section 2.8Sections 2.05, 2.92.07, 2.11, 8.5 3.03 or 12.3 9.04 of the Original Indenture and the terms of this Twelfth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the futurefuture with no limit, without the consent of the holders of the Senior Notes, with on the same ranking, interest rate, maturity date and other terms and with the same CUSIP CUSIP, ISIN and ISIN Common Code numbers as the Senior Notes other than with respect to: (i) the date of issuanceNotes, (ii) except for the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on price, Original Issue Date and, if applicable, the first Interest Payment Date following and the issuance initial interest accrual date, provided that no Event of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant Default with respect to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall have occurred and be considered collectively as a single class for all purposes of the Indenturecontinuing. The Senior Notes shall be issued in fully registered form. .
(c) The Senior Notes shall be issued in the form of one or more Global Securities Securities. Each Global Security shall be deposited with, or on behalf of, a common depositary, and registered in the name of the nominee of the common depositary for the accounts of Clearstream Banking, S.A. (as defined below“Clearstream”) and Euroclear Bank SA/NV (“Euroclear”). Each Global Security and the Trustee’s Certificate of Authentication thereof, shall be in substantially the form set out forth in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for common depositary with respect to the Senior Notes shall be substantially in The Bank of New York Mellon, London Branch (the form set forth in Exhibit B hereto. “Common Depositary”).
(d) Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof Original Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Sources: Supplemental Indenture (Metlife Inc)
Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 2.8751.048% Senior Notes due 2026 2029 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to $300,000,000 ¥13,000,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Section Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Twelfth Thirty-Eighth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Sources: Supplemental Indenture (Aflac Inc)
Establishment. (a) There is hereby established a new series of senior notes Notes to be issued under the Indenture, to be designated as the Company’s 2.8759.75% Senior Unsecured Notes due 2026 2028.
(the “Senior Notes”). b) There are to be authenticated and delivered the Senior Notes, initially limited in aggregate principal amount to $300,000,000 25,000,000 (1,000,000 units of $25 each), and no further Senior Notes shall be authenticated and delivered except as provided by Section 2.8Sections 2.04, 2.93.06, 2.113.07, 8.5 3.10 or 12.3 11.04 of the Original Indenture and the terms of this Twelfth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the futurefuture with no limit, without the consent of the holders of the Senior Notes, with on the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which except that if any such additional Senior Notes are authenticated). Any not fungible with the Senior Notes initially issued hereunder for U.S. federal income tax purposes or U.S. securities law purposes, such additional Senior Notes shall have a separate CUSIP number), except for the issue price, Original Issue Date and, if applicable, the first Interest Payment Date and the initial interest accrual date, provided that no Event of Default with respect to the Senior Notes established pursuant hereto shall have occurred and be considered collectively as a single class for all purposes of the Indenturecontinuing. The Senior Notes shall be issued in fully registered form. .
(c) The Senior Notes shall be issued in the form of one or more Global Securities Notes, registered in the name of the Depository (as defined below) or its nominee. Each Global Note and the Trustee’s Certificate of Authentication thereof shall be in substantially the form set out forth in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for initial depository with respect to the Senior Notes shall be substantially in The Depository Trust Company, New York, New York (the form set forth in Exhibit B hereto“Depository”). Each Senior Note shall be executed by manual, facsimile or other electronic methods by one officer of the Issuer as specified in Section 3.04 of the Original Indenture and shall dated the date of authentication thereof and shall bear interest from the date of original issuance thereof Original Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Sources: Second Supplemental Indenture (Conifer Holdings, Inc.)
Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 2.8752.65% Senior Notes due 2026 2017 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to $300,000,000 400,000,000 and no further Senior Notes shall be authenticated and delivered except as provided by Section 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Twelfth Fifth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 2.8752.369% Senior Notes due 2026 2035 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to $300,000,000 ¥9,500,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Section Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Twelfth Forty-Third Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Establishment. (a) There is hereby established a new series of senior notes Securities to be issued under the Indenture, to be designated as the Company’s 2.875“5.625% Senior Notes due 2026 2030”. The Notes are unsecured obligations of the Company ranking equally in right of payment with the Company’s unsubordinated indebtedness outstanding from time to time and senior in right of payment to the Company’s subordinated indebtedness outstanding from time to time.
(the “Senior Notes”). There are to be authenticated and delivered Senior Notesb) Upon execution of this First Supplemental Indenture, initially limited Notes in an initial aggregate principal amount of $500,000,000 shall be executed by the Company and delivered to $300,000,000 the Trustee, and no the Trustee shall thereupon authenticate and deliver such Notes in accordance with a written order of the Company. No further Senior Notes shall be authenticated and delivered except as provided by Section 2.8Sections 2.04, 2.92.05, 2.07, 2.11, 8.5 3.04 or 12.3 9.04 of the Original Indenture and the terms of this Twelfth Supplemental Base Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the futurefuture with no limit, without notice to or the consent of the holders of the Senior Notes, with on the same ranking, interest rate, maturity date terms and other terms conditions and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuanceNotes, (ii) except for any difference, if applicable, in the issue price and (iii) price, the date from which interest shall accrue and the amount of interest payable on issue date, the first Interest Payment Date following and the issuance initial interest accrual date as long as the additional Notes are fungible with the existing Notes for U.S. federal income tax purposes; provided that no Event of any such Default with respect to the Notes shall have occurred and be continuing. Any additional Senior Notes (which terms authenticated and delivered pursuant to this Section 1.02(b) shall be set forth governed by this First Supplemental Indenture and shall rank equal in a Board Resolution accompanying right of payment with the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior issued on the date of this First Supplemental Indenture and, together with the Notes and issued as of the Senior Notes established pursuant hereto date of this First Supplemental Indenture, shall be considered collectively treated as a single class series of Notes for all purposes of the Indenture. purposes.
(c) The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities Securities, registered in the name of a nominee for the Depositary (as defined below) ). Each Note and the Trustee’s or Authenticating Agent’s Certificate of Authentication thereof, shall be in substantially the form set out forth in Exhibit A hereto. The form of depositary with respect to the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in The Depository Trust Company (the form set forth in Exhibit B hereto. “Depositary”).
(d) Each Senior Note shall be dated the date of authentication thereof and shall bear interest from, and including, the Original Issue Date or, if interest has already been paid, from the last date in respect of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided forfor to, but excluding, the Stated Maturity or any earlier Redemption Date.
Appears in 1 contract
Sources: First Supplemental Indenture (Brighthouse Financial, Inc.)
Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 2.8752.003% Senior Notes due 2026 2032 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to $300,000,000 ¥23,400,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Section Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Twelfth Forty-Second Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 2.8751.682% Senior Notes due 2026 2034 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to $300,000,000 ¥7,700,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Section Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Twelfth Fortieth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Establishment. (a) There is hereby established a new series of senior notes Securities to be issued under the Indenture, to be designated as the Company’s 2.8756.875% Senior Notes Fixed-Rate Reset Junior Subordinated Debentures due 2026 2055.
(the “Senior Notes”). b) There are to be authenticated and delivered Senior Notesthe Debentures, initially limited in aggregate principal amount to $300,000,000 600,000,000, and no further Senior Notes Debentures shall be authenticated and delivered except as provided by Section 2.8Sections 2.05, 2.92.07, 2.11, 8.5 3.03 or 12.3 9.04 of the Original Indenture and the terms of this Twelfth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes Debentures may be increased in the futurefuture with no limit, without the consent of the holders of the Senior NotesDebentures, with on the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuanceDebentures, (ii) except for the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on price, Original Issue Date and, if applicable, the first Interest Payment Date following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto initial interest accrual date; provided that no Event of Default with respect to the Debentures shall have occurred and be considered collectively as a single class for all purposes of the Indenturecontinuing. The Senior Notes Debentures shall be issued in fully registered form. Notwithstanding the foregoing, if any of such additional Debentures are not fungible for U.S. federal income tax purposes, such additional Debentures shall have a separate CUSIP and ISIN number. Any additional Debentures, together with the Debentures issued under this Third Supplemental Indenture, shall constitute a single series of debt securities under the Indenture and will rank equally and ratably in right of payment with all Outstanding Debentures.
(c) The Senior Notes Debentures shall be issued in the form of one or more Global Securities (as defined below) Securities, registered in substantially the form set out in Exhibit A heretoname of the Depositary or its nominee. The form of Each Global Security and the Trustee’s Certificate certificate of Authentication for the Senior Notes authentication thereof shall be in substantially in the form set forth in Exhibit B A hereto. .
(d) Each Senior Note Debenture shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof Original Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 2.8753.625% Senior Notes due 2026 2023 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to $300,000,000 700,000,000 and no further Senior Notes shall be authenticated and delivered except as provided by Section 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Twelfth Eighth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 2.8750.844% Senior Notes due 2026 2033 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to $300,000,000 ¥12,000,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Section Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Twelfth Thirtieth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Establishment. (a) There is hereby established a new series of senior notes Securities to be issued under the Indenture, to be designated as the Company’s 2.875“3.125% Senior Notes due 2026 2031”.
(the “Senior Notes”). b) There are to be authenticated and delivered Senior the Notes, initially limited in an initial aggregate principal amount to of $300,000,000 and no 500,000,000. No further Senior Notes shall be authenticated and delivered delivered, except as provided by Section 2.8Sections 2.04, 2.92.05, 2.07, 2.11, 8.5 3.03 or 12.3 9.04 of the Original Indenture and the terms of this Twelfth Supplemental Base Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the futurefuture with no limit, without notice to or the consent of the holders of the Senior Notes, with on the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuanceNotes, (ii) except for any difference, if applicable, in the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on price, issue date, the first Interest Payment Date following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior initial interest accrual date; provided that no Event of Default with respect to the Notes established pursuant hereto shall have occurred and be considered collectively as a single class for all purposes of the Indenturecontinuing. The Senior Notes shall be issued in fully registered form. .
(c) The Senior Original Notes and the Exchange Notes shall be issued in the form of one or more Global Securities Securities, registered in the name of the Depositary (as defined below) or its nominee. Each Original Note and each Exchange Note and the Trustee’s or Authenticating Agent’s Certificate of Authentication thereof, shall be in substantially the form set out forth in Exhibit A hereto. The form of depositary with respect to the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially The Depository Trust Company (the “Depositary”).
(d) Any additional Notes authenticated and delivered pursuant to Section 1.02(b) shall be governed by this Second Supplemental Indenture and shall rank equal in right of payment with the form set forth in Exhibit B hereto. Notes issued on the date of this Second Supplemental Indenture and, together with the Original Notes or the Exchange Notes, shall be treated as a single series of Notes for all purposes.
(e) Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof Original Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided forfor to, but excluding, the Stated Maturity or any earlier Redemption Date.
Appears in 1 contract
Sources: Second Supplemental Indenture (Jackson Financial Inc.)
Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 2.8753.600% Senior Notes due 2026 2030 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to $300,000,000 1,000,000,000 and no further Senior Notes shall be authenticated and delivered except as provided by Section Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Twelfth Twenth-Seventh Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to on which interest has been paid or duly provided for.
Appears in 1 contract
Establishment. (a) There is hereby established a new series of senior notes Securities to be issued under the Indenture, to be designated as the Company’s 2.8751.953% Senior Notes due 2026 2039.
(the “Senior Notes”). b) There are to be authenticated and delivered the Senior Notes, initially limited in aggregate principal amount to $300,000,000 ¥11,200,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Section 2.8Sections 2.05, 2.92.07, 2.11, 8.5 3.03 or 12.3 9.04 of the Original Indenture and the terms of this Twelfth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the futurefuture with no limit, without the consent of the holders of the Senior Notes, with on the same ranking, interest rate, maturity date and other terms and with the same CUSIP CUSIP, ISIN and ISIN Common Code numbers as the Senior Notes other than with respect to: (i) the date of issuanceNotes, (ii) except for the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on price, Original Issue Date and, if applicable, the first Interest Payment Date following and the issuance initial interest accrual date, provided that no Event of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant Default with respect to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall have occurred and be considered collectively as a single class for all purposes of the Indenturecontinuing. The Senior Notes shall be issued in fully registered form. .
(c) The Senior Notes shall be issued in the form of one or more Global Securities Securities. Each Global Security shall be deposited with, or on behalf of, a common depositary, and registered in the name of the nominee of the common depositary for the accounts of Clearstream Banking, S.A. (as defined below“Clearstream”) and Euroclear Bank SA/NV (“Euroclear”). Each Global Security and the Trustee’s Certificate of Authentication thereof, shall be in substantially the form set out forth in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for common depositary with respect to the Senior Notes shall be substantially in The Bank of New York Mellon, London Branch (the form set forth in Exhibit B hereto. “Common Depositary”).
(d) Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof Original Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Establishment. There The aggregate principal amount of the 2017 Senior Notes, initially limited to an aggregate principal amount of $400,000,000 under the Fifth Supplemental Indenture, is hereby established a new series increased by $250,000,000 to an aggregate principal amount of senior notes to be issued under the Indenture, to be designated as the Company’s 2.875% Senior Notes due 2026 (the “Senior Notes”)$650,000,000. There are to be authenticated and delivered Additional 2017 Senior Notes, initially limited Notes in an aggregate principal amount of $250,000,000. Except as provided herein, the Additional 2017 Senior Notes shall have the same terms and same CUSIP numbers and ISIN numbers as the Initial 2017 Senior Notes and shall combine with the Initial 2017 Senior Notes to $300,000,000 and no form a single series of senior notes under the Indenture. No further 2017 Senior Notes shall be authenticated and delivered except as provided by Section 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Twelfth Seventh Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the 2017 Senior Notes may be increased in the future, without the consent of the holders of the 2017 Senior Notes (including, without limitation, without the consent of any holders of the Initial 2017 Senior Notes or the Additional 2017 Senior Notes), with on the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes (other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date, issue price, date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date following the issuance of any such additional Additional 2017 Senior Notes (which terms shall be set forth in a Board Resolution accompanying Notes) and with the Order pursuant to which any such additional same CUSIP and ISIN numbers as the 2017 Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the IndentureNotes. The Additional 2017 Senior Notes shall be issued in fully registered form. The Additional 2017 Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Additional 2017 Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Additional 2017 Senior Note shall be dated the date of authentication thereof and shall bear interest from the date February 10, 2012 at 2.65% per annum, payable semi-annually on February 15 and August 15 of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided foreach year, commencing August 15, 2012.
Appears in 1 contract
Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 2.8752.40% Senior Notes due 2026 2020 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to $300,000,000 550,000,000 and no further Senior Notes shall be authenticated and delivered except as provided by Section 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Twelfth Tenth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 2.8756.900% Senior Notes due 2026 2039 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to $300,000,000 400,000,000 and no further Senior Notes shall be authenticated and delivered except as provided by Section 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Twelfth Second Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Establishment. (a) There is hereby established a new series of senior notes Securities to be issued under the Indenture, to be designated as the Company’s 2.875“3.850% Senior Notes due 2026 2051”. The Notes are unsecured obligations of the Company ranking equally in right of payment with the Company’s unsubordinated indebtedness outstanding from time to time and senior in right of payment to the Company’s subordinated indebtedness outstanding from time to time.
(the “Senior Notes”). There are to be authenticated and delivered Senior Notesb) Upon execution of this Second Supplemental Indenture, initially limited Notes in an initial aggregate principal amount of $400,000,000 shall be executed by the Company and delivered to $300,000,000 the Trustee, and no the Trustee shall thereupon authenticate and deliver such Notes in accordance with a written order of the Company. No further Senior Notes shall be authenticated and delivered except as provided by Section 2.8Sections 2.04, 2.92.05, 2.07, 2.11, 8.5 3.04 or 12.3 9.04 of the Original Indenture and the terms of this Twelfth Supplemental Base Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the futurefuture with no limit, without notice to or the consent of the holders of the Senior Notes, with on the same ranking, interest rate, maturity date terms and other terms conditions and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuanceNotes, (ii) except for any difference, if applicable, in the issue price and (iii) price, the date from which interest shall accrue and the amount of interest payable on issue date, the first Interest Payment Date following and the issuance initial interest accrual date as long as the additional Notes are fungible with the existing Notes for U.S. federal income tax purposes; provided that no Event of any such Default with respect to the Notes shall have occurred and be continuing. Any additional Senior Notes (which terms authenticated and delivered pursuant to this Section 1.02(b) shall be set forth governed by this Second Supplemental Indenture and shall rank equal in a Board Resolution accompanying right of payment with the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior issued on the date of this Second Supplemental Indenture and, together with the Notes and issued as of the Senior Notes established pursuant hereto date of this Second Supplemental Indenture, shall be considered collectively treated as a single class series of Notes for all purposes of the Indenture. purposes.
(c) The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities Securities, registered in the name of a nominee for the Depositary (as defined below) ). Each Note and the Trustee’s or Authenticating Agent’s Certificate of Authentication thereof, shall be in substantially the form set out forth in Exhibit A hereto. The form of depositary with respect to the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in The Depository Trust Company (the form set forth in Exhibit B hereto. “Depositary”).
(d) Each Senior Note shall be dated the date of authentication thereof and shall bear interest from, and including, the Original Issue Date or, if interest has already been paid, from the last date in respect of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided forfor to, but excluding, the Stated Maturity or any earlier Redemption Date.
Appears in 1 contract
Sources: Second Supplemental Indenture (Brighthouse Financial, Inc.)
Establishment. There is hereby established a new series of senior notes subordinated debentures to be issued under the Indenture, to be designated as the Company’s 2.8755.50% Senior Notes Subordinated Debentures due 2026 2052 (the “Senior NotesSubordinated Debentures”). There are to be authenticated and delivered Senior NotesSubordinated Debentures, initially limited in aggregate principal amount to $300,000,000 450,000,000 (or up to $517,500,000 if the underwriters exercise their option to purchase additional Subordinated Debentures pursuant to the Underwriting Agreement (as defined in Section 1.02 herein)) and no further Senior Notes Subordinated Debentures shall be authenticated and delivered except as provided by Section 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Twelfth First Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes Subordinated Debentures and the aggregate principal amount of the Senior Notes Subordinated Debentures may be increased in the future, without the consent of the holders of the Senior NotesSubordinated Debentures, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes Subordinated Debentures other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date following the issuance of any such additional Senior Notes Subordinated Debentures (which terms shall be set forth in a Board Resolution or supplemental indenture accompanying the Order pursuant to which any such additional Senior Notes Subordinated Debentures are authenticated). Any such additional Senior Notes Subordinated Debentures and the Senior Notes Subordinated Debentures established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture. The Senior Notes Subordinated Debentures shall be issued in fully registered form. The Senior Notes Subordinated Debentures shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes Subordinated Debentures shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note Subordinated Debentures shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 2.8754.750% Senior Notes due 2026 2049 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to $300,000,000 550,000,000 and no further Senior Notes shall be authenticated and delivered except as provided by Section 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Twelfth Eighteenth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to on which interest has been paid or duly provided for.
Appears in 1 contract
Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 2.8753.25% Senior Notes due 2026 2025 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to $300,000,000 450,000,000 and no further Senior Notes shall be authenticated and delivered except as provided by Section 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Twelfth Eleventh Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract
Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 2.8756.45% Senior Notes due 2026 2040 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to $300,000,000 450,000,000 and no further Senior Notes shall be authenticated and delivered except as provided by Section 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Twelfth Third Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Appears in 1 contract