Establishment. (a) There is hereby established a new series of Securities to be issued under the Indenture, to be designated as the Company’s 6.625% Senior Notes due 2055. (b) There are to be authenticated and delivered the Notes, initially limited in aggregate principal amount to $1,000,000,000, and no further Notes shall be authenticated and delivered except as provided by Sections 2.05, 2.07, 2.11, 3.03 or 9.04 of the Original Indenture; provided, however, that the aggregate principal amount of the Notes may be increased in the future with no limit, without the consent of the holders of the Notes, on the same terms and with the same CUSIP and ISIN numbers as the Notes, 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 Notes shall have occurred and be continuing. The Notes shall be issued in fully registered form. Any additional Notes having such similar terms shall constitute a single series of debt securities with the Notes under the Indenture. Notwithstanding the foregoing, if any of such additional Notes are not issued in a “qualified reopening” or are not treated as part of the same issue as the Notes for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP and ISIN number. (c) The Notes shall be issued in the form of one or more Global 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 forth in Exhibit A hereto. (d) Each Note shall be dated the date of authentication thereof and shall bear interest from the 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 Securities to be issued under the Indenture, to be designated as the Company’s 6.6253.950% Senior Notes due 20552051.
(b) There are to be authenticated and delivered the Notes, initially limited in aggregate principal amount to $1,000,000,000500,000,000, and no further Notes shall be authenticated and delivered except as provided by Sections 2.05, 2.07, 2.11, 3.03 or 9.04 of the Original Indenture; provided, however, that the aggregate principal amount of the Notes may be increased in the future with no limit, without the consent of the holders of the Notes, on the same terms and with the same CUSIP and ISIN numbers as the Notes, except for the issue price, Original Issue Date and, if applicable, the first Interest Payment Date and the initial interest accrual date; provided provided, that no Event of Default with respect to the Notes shall have occurred and be continuing. The Notes shall be issued in fully registered form. Any additional Notes having such similar terms shall constitute a single series of debt securities with the Notes under the Indenture. Notwithstanding the foregoing, if any of such additional Notes are not issued in a “qualified reopening” or are not treated as part of the same issue as the Notes for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP and ISIN number.
(c) The Notes shall be issued in the form of one or more Global 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 forth in Exhibit A hereto.
(d) Each Note shall be dated the date of authentication thereof and shall bear interest from the 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 Securities to be issued under the Indenture, to be designated as the Company’s 6.6256.150% Senior Notes due 20552030.
(b) There are to be authenticated and delivered the Notes, initially limited in aggregate principal amount to $1,000,000,000500,000,000, and no further Notes shall be authenticated and delivered except as provided by Sections 2.05, 2.07, 2.11, 3.03 or 9.04 of the Original Indenture; provided, however, that the aggregate principal amount of the Notes may be increased in the future with no limit, without the consent of the holders of the Notes, on the same terms and with the same CUSIP and ISIN numbers as the Notes, except for the issue price, Original Issue Date and, if applicable, the first Interest Payment Date and the initial interest accrual date; provided provided, that no Event of Default with respect to the Notes shall have occurred and be continuing. The Notes shall be issued in fully registered form. Any additional Notes having such similar terms shall constitute a single series of debt securities with the Notes under the Indenture. Notwithstanding the foregoing, if any of such additional Notes are not issued in a “qualified reopening” or are not treated as part of the same issue as the Notes for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP and ISIN number.
(c) The Notes shall be issued in the form of one or more Global 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 forth in Exhibit A hereto.
(d) Each Note shall be dated the date of authentication thereof and shall bear interest from the 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 Securities to be issued under the Indenture, to be designated as the Company’s 6.6257.250% Senior Notes Fixed-Rate Reset Junior Subordinated Debentures due 20552064.
(b) There are to be authenticated and delivered the NotesDebentures, initially limited in aggregate principal amount to $1,000,000,000575,000,000, and no further Notes Debentures shall be authenticated and delivered except as provided by Sections 2.05, 2.07, 2.11, 3.03 or 9.04 of the Original Indenture; provided, however, that the aggregate principal amount of the Notes Debentures may be increased in the future with no limit, without the consent of the holders of the NotesDebentures, on the same terms and with the same CUSIP and ISIN numbers as the NotesDebentures, 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 Notes Debentures shall have occurred and be continuing. The Notes Debentures shall be issued in fully registered form. Any additional Notes having such similar terms shall constitute a single series of debt securities with the Notes under the Indenture. Notwithstanding the foregoing, if any of such additional Notes Debentures are not issued in a “qualified reopening” or are not treated as part of the same issue as the Notes fungible for U.S. federal income tax purposes, such additional Notes 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 Notes Debentures shall be issued in the form of one or more Global 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 forth in Exhibit A hereto.
(d) Each Note Debenture shall be dated the date of authentication thereof and shall bear interest from the 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 Securities Senior Notes to be issued under the Indenture, to be designated as the Company’s 6.625Series 2025A 3.25% Convertible Senior Notes due 2055.
June 15, 2028 (b) the “Series 2025A Notes”). There are to be authenticated and delivered the Notes, initially limited in aggregate $1,450,000,000 principal amount of Series 2025A Notes (or up to $1,000,000,0001,650,000,000 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 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 Sections 2.05203, 2.07303, 2.11304, 3.03 907 or 9.04 1107 of the Original Indenture; providedIndenture and Sections 1.06, however, that the aggregate principal amount of the Notes may be increased in the future with no limit, without the consent of the holders of the Notes, on the same terms 2.02 and with the same CUSIP and ISIN numbers as the Notes, 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 Notes shall have occurred and be continuing3.06 hereof. The Series 2025A Notes shall be issued in fully registered form. Any additional Notes having such similar terms shall constitute a single series of debt securities with the Notes under the Indenture. Notwithstanding the foregoing, if any of such additional Notes are not issued in a “qualified reopening” or are not treated as part of the same issue as the Notes for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP and ISIN number.
(c) The Series 2025A Notes shall be issued in the form of one or more Global Securities, registered Securities in substantially the name 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 Depositary or its nominee. Each Global Security and the Trustee’s certificate Certificate of authentication thereof Authentication for the Series 2025A Notes shall be in substantially the form set forth in Exhibit A B hereto.
(d) . Each Series 2025A Note shall be dated the date of authentication thereof and shall bear interest from the Original Issue Date 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. (a) There is hereby established a new series of Securities to be issued under the Indenture, to be designated as the Company’s 6.625“5.170% Senior Notes due 20552027”.
(b) There are to be authenticated and delivered the Notes, initially limited in an initial aggregate principal amount to of $1,000,000,000, and no 400,000,000. No further Notes shall be authenticated and delivered delivered, except as provided by Sections 2.04, 2.05, 2.07, 2.11, 3.03 or 9.04 of the Original Base Indenture; provided, however, that the aggregate principal amount of the Notes may be increased in the future with no limit, without notice to or the consent of the holders of the Notes, on the same terms and with the same CUSIP and ISIN numbers as the Notes, except for any difference, if applicable, in the issue price, Original Issue Date and, if applicableissue date, the first Interest Payment Date and the initial interest accrual date; provided that no Event of Default with respect to the Notes shall have occurred and be continuing. The Notes shall be issued in fully registered form. Any additional Notes having such similar terms shall constitute a single series of debt securities with the Notes under the Indenture. Notwithstanding the foregoing, if any of such additional Notes are not issued in a “qualified reopening” or are not treated as part of the same issue as the Notes for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP and ISIN number.
(c) The Notes shall be issued in the form of one or more Global Securities, registered in the name of the Depositary (as defined below) or its nominee. Each Global Security Note and the Trustee’s certificate or Authenticating Agent’s Certificate of authentication thereof Authentication thereof, shall be in substantially the form set forth in Exhibit A hereto. The depositary with respect to the Notes shall be 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 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 Note shall be dated the date of authentication thereof and shall bear interest from the 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. (a) There is hereby established a new series of Securities to be issued under the Indenture, to be designated as the Company’s 6.625% 10¼% Senior Notes due 2055.
2014 (b) the “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 the Notes, initially limited in aggregate principal amount to of $1,000,000,000, 325,000,000 and no further Notes shall be authenticated and delivered except as provided by Sections 2.05, 2.07, 2.11, 3.03 or 9.04 the terms of the Original Indenture and the terms of this First Supplemental Indenture; provided, however, that the aggregate principal amount of additional Notes having identical terms and conditions as the 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 first Interest Payment Date (the “Additional Notes”) may be increased issued from time to time in the future with no limitfuture, without the consent of the holders Holders of the Notes, on the same terms and in accordance with the same CUSIP and ISIN numbers as provisions of the Indenture. With respect to any Additional Notes, except for the Company shall set forth in a resolution of the Board of Directors or an Officers’ Certificate, the following information:
(a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to the Indenture;
(b) the issue date, the issue price, Original Issue Date and, if applicable, 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 CUSIP and ISIN numbers of the Additional Notes. The Notes and the initial interest accrual date; provided that no Event Additional Notes, if any, shall be considered collectively as a single class for all purposes of Default with respect to 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 occurred and be continuingthe right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. The Notes shall be issued in fully registered formform without coupons, and only in denominations of $2,000 and larger integral multiples of $1,000. Any additional Notes having such similar terms shall constitute a single series of debt securities with the Notes under the Indenture. Notwithstanding the foregoing, if any of such additional Notes are not issued in a “qualified reopening” or are not treated as part of the same issue as the Notes for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP and ISIN number.
(c) The Notes shall be issued in the form of one or more Global Securities, registered in the name of the Depositary or its nominee. Each Global Security and the Trustee’s certificate of authentication thereof shall be Securities in substantially the form set forth out in Exhibit A hereto.
. The initial Depositary with respect to the Notes shall be DTC. Payments in respect of Notes represented by a Global Security (dincluding principal, premium and interest) shall be made by wire transfer of immediately available funds to the accounts specified by DTC. Each Note shall be dated the date of authentication thereof and shall bear interest from the Original Issue Date 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 Securities senior notes to be issued under the Indenture, to be designated as the Company’s 6.6252.875% Senior Notes due 2055.
2026 (b) the “Senior Notes”). There are to be authenticated and delivered the Senior Notes, initially limited in aggregate principal amount to $1,000,000,000, 300,000,000 and no further Senior Notes shall be authenticated and delivered except as provided by Sections 2.05Section 2.8, 2.072.9, 2.11, 3.03 8.5 or 9.04 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 with no limitfuture, without the consent of the holders of the Senior Notes, on with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the NotesSenior Notes other than with respect to: (i) the date of issuance, except for (ii) the issue price, Original Issue Date and, if applicable, 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 initial interest accrual date; provided that no Event Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of Default with respect to the Notes shall have occurred and be continuingIndenture. The Senior Notes shall be issued in fully registered form. Any additional Notes having such similar terms shall constitute a single series of debt securities with the Notes under the Indenture. Notwithstanding the foregoing, if any of such additional Notes are not issued in a “qualified reopening” or are not treated as part of the same issue as the Notes for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP and ISIN number.
(c) The Senior Notes shall be issued in the form of one or more Global Securities, registered Securities (as defined below) in substantially the name form set out in Exhibit A hereto. The form of the Depositary or its nominee. Each Global Security and the Trustee’s certificate Certificate of authentication thereof Authentication for the Senior Notes shall be substantially in substantially the form set forth in Exhibit A B hereto.
(d) . Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the Original Issue Date 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 Securities to be issued under the Indenture, to be designated as the Company’s 6.6256.875% Senior Notes Fixed-Rate Reset Junior Subordinated Debentures due 2055.
(b) There are to be authenticated and delivered the NotesDebentures, initially limited in aggregate principal amount to $1,000,000,000600,000,000, and no further Notes Debentures shall be authenticated and delivered except as provided by Sections 2.05, 2.07, 2.11, 3.03 or 9.04 of the Original Indenture; provided, however, that the aggregate principal amount of the Notes Debentures may be increased in the future with no limit, without the consent of the holders of the NotesDebentures, on the same terms and with the same CUSIP and ISIN numbers as the NotesDebentures, 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 Notes Debentures shall have occurred and be continuing. The Notes Debentures shall be issued in fully registered form. Any additional Notes having such similar terms shall constitute a single series of debt securities with the Notes under the Indenture. Notwithstanding the foregoing, if any of such additional Notes Debentures are not issued in a “qualified reopening” or are not treated as part of the same issue as the Notes fungible for U.S. federal income tax purposes, such additional Notes 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 Notes Debentures shall be issued in the form of one or more Global 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 forth in Exhibit A hereto.
(d) Each Note Debenture shall be dated the date of authentication thereof and shall bear interest from the 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 Securities senior notes to be issued under the Indenture, to be designated as the Company’s 6.6250.830% Senior Notes due 2055.
2035 (b) the “Senior Notes”). There are to be authenticated and delivered the Senior Notes, initially limited in aggregate principal amount to $1,000,000,000¥10,600,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Sections 2.052.8, 2.072.9, 2.11, 3.03 8.5 or 9.04 12.3 of the Original Indenture and the terms of this 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 with no limitfuture, without the consent of the holders of the Senior Notes, on with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the NotesSenior Notes other than with respect to: (i) the date of issuance, except for (ii) the issue price, Original Issue Date and, if applicable, 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 initial interest accrual dateSenior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that no Event of Default such additional Senior Notes are fungible for United States federal income tax purposes with respect to the Notes shall have occurred and be continuingany then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. Any additional Notes having such similar terms shall constitute a single series of debt securities with the Notes under the Indenture. Notwithstanding the foregoing, if any of such additional Notes are not issued in a “qualified reopening” or are not treated as part of the same issue as the Notes for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP and ISIN number.
(c) The Senior Notes shall be issued in the form of one or more Global Securities, registered Securities (as defined below) in substantially the name form set out in Exhibit A hereto. The form of the Depositary or its nominee. Each Global Security and the Trustee’s certificate Certificate of authentication thereof Authentication for the Senior Notes shall be substantially in substantially the form set forth in Exhibit A B hereto.
(d) . Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the Original Issue Date 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 Securities subordinated debentures to be issued under the Indenture, to be designated as the Company’s 6.6252.108% Senior Notes Subordinated Debentures due 2055.
2047 (b) the “Subordinated Debentures”). There are to be authenticated and delivered the NotesSubordinated Debentures, initially limited in aggregate principal amount to $1,000,000,000, ¥60,000,000,000 and no further Notes Subordinated Debentures shall be authenticated and delivered except as provided by Sections 2.05Section 2.8, 2.072.9, 2.11, 3.03 8.5 or 9.04 12.3 of the Original Indenture and the terms of this Second Supplemental Indenture; provided, however, that the Company may re-open this series of Subordinated Debentures and the aggregate principal amount of the Notes Subordinated Debentures may be increased in the future with no limitfuture, without the consent of the holders of the NotesSubordinated Debentures, on with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the NotesSubordinated Debentures other than with respect to: (i) the date of issuance, except for (ii) the issue price, Original Issue Date and, if applicable, 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 Subordinated Debentures (which terms shall be set forth in a Board Resolution or supplemental indenture accompanying the Order pursuant to which any such additional Subordinated Debentures are authenticated). Any such additional Subordinated Debentures and the initial interest accrual dateSubordinated Debentures established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that no Event of Default such additional Subordinated Debentures are fungible for U.S. federal income tax purposes with respect to the Notes shall have occurred and be continuingany then-existing Subordinated Debentures. The Notes Subordinated Debentures shall be issued in fully registered form. Any additional Notes having such similar terms shall constitute a single series of debt securities with the Notes under the Indenture. Notwithstanding the foregoing, if any of such additional Notes are not issued in a “qualified reopening” or are not treated as part of the same issue as the Notes for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP and ISIN number.
(c) The Notes Subordinated Debentures shall be issued in the form of one or more Global Securities, registered Securities (as defined below) in substantially the name form set out in Exhibit A hereto. The form of the Depositary or its nominee. Each Global Security and the Trustee’s certificate Certificate of authentication thereof Authentication for the Subordinated Debentures shall be substantially in substantially the form set forth in Exhibit A B hereto.
(d) . Each Note Subordinated Debenture shall be dated the date of authentication thereof and shall bear interest from the Original Issue Date 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 Securities to be issued under the Indenture, to be designated as the Company’s 6.6253.500% Senior Notes due 20552031.
(b) There are to be authenticated and delivered the Notes, initially limited in aggregate principal amount to $1,000,000,000500,000,000, and no further Notes shall be authenticated and delivered except as provided by Sections 2.05, 2.07, 2.11, 3.03 or 9.04 of the Original Indenture; provided, however, that the aggregate principal amount of the Notes may be increased in the future with no limit, without the consent of the holders of the Notes, on the same terms and with the same CUSIP and ISIN numbers as the Notes, except for the issue price, Original Issue Date and, if applicable, the first Interest Payment Date and the initial interest accrual date; provided provided, that no Event of Default with respect to the Notes shall have occurred and be continuing. The Notes shall be issued in fully registered form. Any additional Notes having such similar terms shall constitute a single series of debt securities with the Notes under the Indenture. Notwithstanding the foregoing, if any of such additional Notes are not issued in a “qualified reopening” or are not treated as part of the same issue as the Notes for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP and ISIN number.
(c) The Notes shall be issued in the form of one or more Global 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 forth in Exhibit A hereto.
(d) Each Note shall be dated the date of authentication thereof and shall bear interest from the 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 Securities to be issued under the Indenture, to be designated as the Company’s 6.625“4.000% Senior Notes due 20552051”.
(b) There are to be authenticated and delivered the Notes, initially limited in an initial aggregate principal amount to of $1,000,000,000, and no 500,000,000. No further Notes shall be authenticated and delivered delivered, except as provided by Sections 2.04, 2.05, 2.07, 2.11, 3.03 or 9.04 of the Original Base Indenture; provided, however, that the aggregate principal amount of the Notes may be increased in the future with no limit, without notice to or the consent of the holders of the Notes, on the same terms and with the same CUSIP and ISIN numbers as the Notes, except for any difference, if applicable, in the issue price, Original Issue Date and, if applicableissue date, the first Interest Payment Date and the initial interest accrual date; provided that no Event of Default with respect to the Notes shall have occurred and be continuing. The Notes shall be issued in fully registered form. Any additional Notes having such similar terms shall constitute a single series of debt securities with the Notes under the Indenture. Notwithstanding the foregoing, if any of such additional Notes are not issued in a “qualified reopening” or are not treated as part of the same issue as the Notes for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP and ISIN number.
(c) The Original Notes and the Exchange Notes shall be issued in the form of one or more Global Securities, registered in the name of the Depositary (as defined below) or its nominee. Each Global Security Original Note and each Exchange Note and the Trustee’s certificate or Authenticating Agent’s Certificate of authentication thereof Authentication thereof, shall be in substantially the form set forth in Exhibit A hereto. The depositary with respect to the Notes shall be 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 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 Note shall be dated the date of authentication thereof and shall bear interest from the 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. (a) There is hereby established a new series of Securities to be issued under the Indenture, to be designated as the Company’s 6.625“3.850% Senior Notes due 20552051”. 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.
(b) There are to be authenticated and delivered the NotesUpon 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 $1,000,000,000the Trustee, and no the Trustee shall thereupon authenticate and deliver such Notes in accordance with a written order of the Company. No further Notes shall be authenticated and delivered except as provided by Sections 2.04, 2.05, 2.07, 2.11, 3.03 3.04 or 9.04 of the Original Base Indenture; provided, however, that the aggregate principal amount of the Notes may be increased in the future with no limit, without notice to or the consent of the holders of the Notes, on the same terms and conditions and with the same CUSIP and ISIN numbers as the Notes, except for any difference, if applicable, in the issue price, Original Issue Date and, if applicablethe issue date, the first Interest Payment Date and the initial interest accrual datedate as long as the additional Notes are fungible with the existing Notes for U.S. federal income tax purposes; provided that no Event of Default with respect to the Notes shall have occurred and be continuing. The Notes shall be issued in fully registered form. Any additional Notes having such similar terms authenticated and delivered pursuant to this Section 1.02(b) shall constitute be governed by this Second Supplemental Indenture and shall rank equal in right of payment with the Notes issued on the date of this Second Supplemental Indenture and, together with the Notes issued as of the date of this Second Supplemental Indenture, shall be treated as a single series of debt securities with the Notes under the Indenture. Notwithstanding the foregoing, if any of such additional Notes are not issued in a “qualified reopening” or are not treated as part of the same issue as the Notes for U.S. federal income tax all purposes, such additional Notes shall have a separate CUSIP and ISIN number.
(c) The Notes shall be issued in the form of one or more Global Securities, registered in the name of a nominee for the Depositary or its nominee(as defined below). Each Global Security Note and the Trustee’s certificate or Authenticating Agent’s Certificate of authentication thereof Authentication thereof, shall be in substantially the form set forth in Exhibit A hereto. The depositary with respect to the Notes shall be The Depository Trust Company (the “Depositary”).
(d) Each Note shall be dated the date of authentication thereof and shall bear interest from from, and including, the Original Issue Date or or, if interest has already been paid, from the most recent Interest Payment Date to last date in respect of 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. (a) There is hereby established a new series of Securities to be issued under the Indenture, to be designated as the Company’s 6.625% Senior Notes Fixed-Rate Reset Junior Subordinated Debentures due 20552054.
(b) There are to be authenticated and delivered the NotesDebentures, initially limited in aggregate principal amount to $1,000,000,000600,000,000, and no further Notes Debentures shall be authenticated and delivered except as provided by Sections 2.05, 2.07, 2.11, 3.03 or 9.04 of the Original Indenture; provided, however, that the aggregate principal amount of the Notes Debentures may be increased in the future with no limit, without the consent of the holders of the NotesDebentures, on the same terms and with the same CUSIP and ISIN numbers as the NotesDebentures, 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 Notes Debentures shall have occurred and be continuing. The Notes Debentures shall be issued in fully registered form. Any additional Notes having such similar terms shall constitute a single series of debt securities with the Notes under the Indenture. Notwithstanding the foregoing, if any of such additional Notes Debentures are not issued in a “qualified reopening” or are not treated as part of the same issue as the Notes fungible for U.S. federal income tax purposes, such additional Notes 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 Notes Debentures shall be issued in the form of one or more Global 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 forth in Exhibit A hereto.
(d) Each Note Debenture shall be dated the date of authentication thereof and shall bear interest from the 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 Securities to be issued under the Indenture, to be designated as the Company’s 6.6253.450% Senior Notes due 20552052.
(b) There are to be authenticated and delivered the Notes, initially limited in aggregate principal amount to $1,000,000,000500,000,000, and no further Notes shall be authenticated and delivered except as provided by Sections 2.05, 2.07, 2.11, 3.03 or 9.04 of the Original Indenture; provided, however, that the aggregate principal amount of the Notes may be increased in the future with no limit, without the consent of the holders of the Notes, on the same terms and with the same CUSIP and ISIN numbers as the Notes, except for the issue price, Original Issue Date and, if applicable, the first Interest Payment Date and the initial interest accrual date; provided provided, that no Event of Default with respect to the Notes shall have occurred and be continuing. The Notes shall be issued in fully registered form. Any additional Notes having such similar terms shall constitute a single series of debt securities with the Notes under the Indenture. Notwithstanding the foregoing, if any of such additional Notes are not issued in a “qualified reopening” or are not treated as part of the same issue as the Notes for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP and ISIN number.
(c) The Notes shall be issued in the form of one or more Global 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 forth in Exhibit A hereto.
(d) Each Note shall be dated the date of authentication thereof and shall bear interest from the 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 Securities to be issued under the Indenture, to be designated as the Company’s 6.625“6.792% Senior Notes due 2055”.
(b) There are to be authenticated and delivered On the Notesdate hereof, initially limited in aggregate principal amount to $1,000,000,000the Company shall execute, and no further Notes shall be authenticated and delivered except as provided by Sections 2.05, 2.07, 2.11, 3.03 or 9.04 of the Original Indenture; provided, however, that the aggregate principal amount of the Notes may be increased in the future with no limitTrustee shall authenticate, without the consent of the holders of the Notes, on the same terms and with the same CUSIP and ISIN numbers as the Notes, 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 Notes shall have occurred and be continuing. The Notes shall be issued in fully registered form. Any additional Notes having such similar terms shall constitute a single series of debt securities with the Notes under the Indenture. Notwithstanding the foregoing, if any of such additional Notes are not issued in a “qualified reopening” or are not treated as part of the same issue as the Notes for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP and ISIN number.
(c) The Notes shall be issued in the form of one or more Global Securitiescertificate, registered in the name of the Depositary or its nomineeTrust (the “Initial Note Certificate”), to evidence Notes that may be sold to the Trust from time to time pursuant to the Facility Agreement. Each Global Security The initial principal amount of the Initial Note Certificate shall be $0, and the Trustee’s aggregate principal amount of Notes represented by such certificate may from time to time be increased or decreased to reflect (i) any issuance and sale, or any Repurchase, of authentication thereof Notes pursuant to the Facility Agreement upon receipt of written confirmation from the Company (in the case of any exercise of the Issuance Right) or the trustee of the Trust (in the case of any Repurchase) of the receipt of the purchase price for the Notes to be delivered or repurchased, (ii) any cancellation of Notes pursuant to Section 2.03(f) or (iii) any redemption of Notes in accordance with their terms and Article XI of the Base Indenture, in each case by adjustments made on the books and records of the Security Registrar, as hereinafter provided; provided that the principal amount of Notes represented by the Initial Note Certificate may at no time exceed the Maximum Amount. The Notes evidenced by the Initial Note Certificate shall be exchangeable for one or more Global Securities as provided in substantially Section 2.04(b).
(c) Notes that have been redeemed shall be cancelled as provided in Section 3.10 of the form set forth in Exhibit A heretoBase Indenture and may not be reissued.
(d) Each Note For all purposes of the Indenture, all Notes and Exchange Notes shall be dated the date constitute one series of authentication thereof Securities and shall bear interest from the Original Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided forvote together as one series of Securities.
Appears in 1 contract
Sources: Second Supplemental Indenture (Lincoln National Corp)
Establishment. (a) There is hereby established a new series of Securities Junior Subordinated Notes to be issued under the Indenture, to be designated as the Company’s 6.6255.45% Senior Junior Subordinated Notes due 2055.
2056 (b) the “Notes”). There are to be authenticated and delivered the $500,000,000 principal amount of Notes, initially limited in aggregate principal amount to $1,000,000,000, and no further Notes shall be authenticated and delivered except as provided by Sections 2.05, 2.07, 2.11, 3.03 or 9.04 of the Original Indenture; provided, however, that the aggregate such principal amount of the Notes may be increased in from time to time pursuant to Section 301 of the future with no limitIndenture. All Notes need not be issued at the same time and such series may be reopened at any time, without the consent of the holders any Holder, for issuances of the additional Notes, on . Any such additional Notes will have the same interest rate, maturity and other terms and with the same CUSIP and ISIN numbers as the Notes, those initially issued (except for the public offering price and issue price, Original Issue Date and, if applicable, the first Interest Payment Date date and the initial interest accrual datedate and initial Interest Payment Date (as defined below), if applicable); provided that no Event of Default if such additional Notes are not fungible with respect to the outstanding Notes for United States federal income tax purposes, then they will be issued under a separate CUSIP number. No Notes shall have occurred be authenticated and be continuingdelivered in excess of the principal amount as so increased except as provided by Sections 203, 303, 304, 907 or 1107 of the Indenture. The Notes shall be issued in fully registered form. Any additional Notes having such similar terms shall constitute a single series of debt securities with the Notes under the Indenture. Notwithstanding the foregoing, if any of such additional Notes are not issued in a “qualified reopening” or are not treated as part of the same issue as the Notes for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP and ISIN number.
(c) The Notes shall be issued in the form of one or more Global 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 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 Depositary DTC or its nominee, in each case for credit to an account of a Participant or Indirect Participant. Each Global Security The terms and provisions contained in the form of Note set out in Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and, to the extent applicable, the Company and the Trustee’s certificate , by their execution and delivery of authentication thereof shall this Supplemental Indenture, expressly agree to such terms and provisions and to be in substantially the form set forth in Exhibit A hereto.
(d) bound thereby. Each Note shall be dated the date of authentication thereof and shall bear interest from the 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 Securities Junior Subordinated Notes to be issued under the Indenture, to be designated as the Company’s 6.6256.375% Senior Junior Subordinated Notes due 2055.
2056 (b) the “Notes”). There are to be authenticated and delivered the $250,000,000 principal amount of Notes, initially limited in aggregate principal amount to $1,000,000,000, and no further Notes shall be authenticated and delivered except as provided by Sections 2.05, 2.07, 2.11, 3.03 or 9.04 of the Original Indenture; provided, however, that the aggregate such principal amount of the Notes may be increased in from time to time pursuant to Section 301 of the future with no limitIndenture. All Notes need not be issued at the same time and such series may be reopened at any time, without the consent of the holders any Holder, for issuances of the additional Notes, on . Any such additional Notes will have the same interest rate, maturity and other terms and with the same CUSIP and ISIN numbers as the Notes, those initially issued (except for the public offering price and issue price, Original Issue Date and, if applicable, the first Interest Payment Date date and the initial interest accrual datedate and initial Interest Payment Date (as defined below), if applicable); provided that no Event of Default if such additional Notes are not fungible with respect to the outstanding Notes for United States federal income tax purposes, then they will be issued under a separate CUSIP number. No Notes shall have occurred be authenticated and be continuingdelivered in excess of the principal amount as so increased except as provided by Sections 203, 303, 304, 907 or 1107 of the Indenture. The Notes shall be issued in fully registered form. Any additional Notes having such similar terms shall constitute a single series of debt securities with the Notes under the Indenture. Notwithstanding the foregoing, if any of such additional Notes are not issued in a “qualified reopening” or are not treated as part of the same issue as the Notes for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP and ISIN number.
(c) The Notes shall be issued in the form of one or more Global 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 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 Depositary DTC or its nominee, in each case for credit to an account of a Participant or Indirect Participant. Each Global Security The terms and provisions contained in the form of Note set out in Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and, to the extent applicable, the Company and the Trustee’s certificate , by their execution and delivery of authentication thereof shall this Supplemental Indenture, expressly agree to such terms and provisions and to be in substantially the form set forth in Exhibit A hereto.
(d) bound thereby. Each Note shall be dated the date of authentication thereof and shall bear interest from the 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 Securities senior sustainability notes to be issued under the Indenture, to be designated as the Company’s 6.6251.125% Senior Sustainability Notes due 2055.
2026 (b) the “Senior Notes”). There are to be authenticated and delivered the Senior Notes, initially limited in aggregate principal amount to $1,000,000,000, 400,000,000 and no further Senior Notes shall be authenticated and delivered except as provided by Sections 2.052.8, 2.072.9, 2.11, 3.03 8.5 or 9.04 12.3 of the Original Indenture and the terms of this 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 with no limitfuture, without the consent of the holders of the Senior Notes, on with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the NotesSenior Notes other than with respect to: (i) the date of issuance, except for (ii) the issue price, Original Issue Date and, if applicable, 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 initial interest accrual date; provided that no Event Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of Default with respect to the Notes shall have occurred and be continuingIndenture. The Senior Notes shall be issued in fully registered form. Any additional Notes having such similar terms shall constitute a single series of debt securities with the Notes under the Indenture. Notwithstanding the foregoing, if any of such additional Notes are not issued in a “qualified reopening” or are not treated as part of the same issue as the Notes for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP and ISIN number.
(c) The Senior Notes shall be issued in the form of one or more Global Securities, registered Securities (as defined below) in substantially the name form set out in Exhibit A hereto. The form of the Depositary or its nominee. Each Global Security and the Trustee’s certificate Certificate of authentication thereof Authentication for the Senior Notes shall be substantially in substantially the form set forth in Exhibit A B hereto.
(d) . Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the Original Issue Date 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 Securities to be issued under the Indenture, to be designated as the Company’s 6.6255.875% Senior Notes due 20552034.
(b) There are to be authenticated and delivered the Notes, initially limited in aggregate principal amount to $1,000,000,000600,000,000, and no further Notes shall be authenticated and delivered except as provided by Sections 2.05, 2.07, 2.11, 3.03 or 9.04 of the Original Indenture; provided, however, that the aggregate principal amount of the Notes may be increased in the future with no limit, without the consent of the holders of the Notes, on the same terms and with the same CUSIP and ISIN numbers as the Notes, 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 Notes shall have occurred and be continuing. The Notes shall be issued in fully registered form. Any additional Notes having such similar terms shall constitute a single series of debt securities with the Notes under the Indenture. Notwithstanding the foregoing, if any of such additional Notes are not issued in a “qualified reopening” or are not treated as part of the same issue as the Notes for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP and ISIN number.
(c) The Notes shall be issued in the form of one or more Global 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 forth in Exhibit A hereto.
(d) Each Note shall be dated the date of authentication thereof and shall bear interest from the 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: Seventh Supplemental Indenture (Athene Holding LTD)
Establishment. (a) There is hereby established a new series of Securities to be issued under the Indenture, to be designated as the Company’s 6.62563/8% Senior Notes due 2055.
2022 (b) the “Notes”). This Third 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 the Notes, initially limited in aggregate principal amount to of $1,000,000,000, 600,000,000 and no further Notes shall be authenticated and delivered except as provided by Sections 2.05, 2.07, 2.11, 3.03 or 9.04 the terms of the Original Indenture and the terms of this Third Supplemental Indenture; provided, however, that the aggregate principal amount of additional Notes having identical terms and conditions as the 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 first Interest Payment Date (the “Additional Notes”) may be increased issued from time to time in the future with no limitfuture, without the consent of the holders Holders of the Notes, on the same terms and in accordance with the same CUSIP and ISIN numbers as provisions of the Indenture. With respect to any Additional Notes, except for the Company shall set forth in a resolution of the Board of Directors or an Officers’ Certificate, the following information:
(a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to the Indenture;
(b) the issue date, the issue price, Original Issue Date and, if applicable, 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 CUSIP and ISIN numbers of the Additional Notes. The Notes and the initial interest accrual date; provided that no Event Additional Notes, if any, shall be considered collectively as a single class for all purposes of Default with respect to 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 occurred and be continuingthe right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. The Notes shall be issued in fully registered formform without coupons, and only in denominations of $2,000 and larger integral multiples of $1,000. Any additional Notes having such similar terms shall constitute a single series of debt securities with the Notes under the Indenture. Notwithstanding the foregoing, if any of such additional Notes are not issued in a “qualified reopening” or are not treated as part of the same issue as the Notes for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP and ISIN number.
(c) The Notes shall be issued in the form of one or more Global Securities, registered in the name of the Depositary or its nominee. Each Global Security and the Trustee’s certificate of authentication thereof shall be Securities in substantially the form set forth out in Exhibit A hereto.
. The initial Depositary with respect to the Notes shall be DTC. Payments in respect of Notes represented by a Global Security (dincluding principal, premium and interest) shall be made by wire transfer of immediately available funds to the accounts specified by DTC. Each Note shall be dated the date of authentication thereof and shall bear interest from the Original Issue Date 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 Third Supplemental Indenture, expressly agree to be bound by such terms.
Appears in 1 contract
Establishment. (a) There is hereby established a new series of Securities to be issued under the Indenture, to be designated as the Company’s 6.6256.650% Senior Notes due 20552033.
(b) There are to be authenticated and delivered the Notes, initially limited in aggregate principal amount to $1,000,000,000400,000,000, and no further Notes shall be authenticated and delivered except as provided by Sections 2.05, 2.07, 2.11, 3.03 or 9.04 of the Original Indenture; provided, however, that the aggregate principal amount of the Notes may be increased in the future with no limit, without the consent of the holders of the Notes, on the same terms and with the same CUSIP and ISIN numbers as the Notes, except for the issue price, Original Issue Date and, if applicable, the first Interest Payment Date and the initial interest accrual date; provided provided, that no Event of Default with respect to the Notes shall have occurred and be continuing. The Notes shall be issued in fully registered form. Any additional Notes having such similar terms shall constitute a single series of debt securities with the Notes under the Indenture. Notwithstanding the foregoing, if any of such additional Notes are not issued in a “qualified reopening” or are not treated as part of the same issue as the Notes for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP and ISIN number.
(c) The Notes shall be issued in the form of one or more Global 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 forth in Exhibit A hereto.
(d) Each Note shall be dated the date of authentication thereof and shall bear interest from the 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 Securities Notes to be issued under the Indenture, to be designated as the Company’s 6.625% Senior Unsecured Notes due 2055.
(b) There are to be authenticated and delivered the Senior Notes, initially limited in aggregate principal amount to $ ( units of $1,000,000,00025 each), and no further Senior Notes shall be authenticated and delivered except as provided by Sections 2.052.04, 2.073.06, 2.113.07, 3.03 3.10 or 9.04 11.04 of the Original Indenture; provided, however, that the aggregate principal amount of the Senior Notes may be increased in the future with no limit, without the consent of the holders of the Senior Notes, on the same terms and with the same CUSIP and ISIN numbers as the NotesSenior Notes (except that if any such additional Senior Notes are 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 shall have occurred and be continuing. The Senior Notes shall be issued in fully registered form. Any additional Notes having such similar terms shall constitute a single series of debt securities with the Notes under the Indenture. Notwithstanding the foregoing, if any of such additional Notes are not issued in a “qualified reopening” or are not treated as part of the same issue as the Notes for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP and ISIN number.
(c) The Senior Notes shall be issued in the form of one or more Global SecuritiesNotes, registered in the name of the Depositary Depository (as defined below) or its nominee. Each Global Security Note and the Trustee’s certificate Certificate of authentication Authentication thereof shall be in substantially the form set forth in Exhibit A hereto.
. The initial depository with respect to the Senior Notes shall be The Depository Trust Company, New York, New York (d) the “Depository”). Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the 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. (a) There is hereby established a new series of Securities senior notes to be issued under the Indenture, to be designated as the Company’s 6.6251.122% Senior Notes due 2055.
2039 (b) the “Senior Notes”). There are to be authenticated and delivered the Senior Notes, initially limited in aggregate principal amount to $1,000,000,000¥6,300,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Sections 2.052.8, 2.072.9, 2.11, 3.03 8.5 or 9.04 12.3 of the Original Indenture and the terms of this 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 with no limitfuture, without the consent of the holders of the Senior Notes, on with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the NotesSenior Notes other than with respect to: (i) the date of issuance, except for (ii) the issue price, Original Issue Date and, if applicable, 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 initial interest accrual dateSenior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that no Event of Default such additional Senior Notes are fungible for United States federal income tax purposes with respect to the Notes shall have occurred and be continuingany then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. Any additional Notes having such similar terms shall constitute a single series of debt securities with the Notes under the Indenture. Notwithstanding the foregoing, if any of such additional Notes are not issued in a “qualified reopening” or are not treated as part of the same issue as the Notes for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP and ISIN number.
(c) The Senior Notes shall be issued in the form of one or more Global Securities, registered Securities (as defined below) in substantially the name form set out in Exhibit A hereto. The form of the Depositary or its nominee. Each Global Security and the Trustee’s certificate Certificate of authentication thereof Authentication for the Senior Notes shall be substantially in substantially the form set forth in Exhibit A B hereto.
(d) . Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the Original Issue Date 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 Securities to be issued under the Indenture, to be designated as the Company’s 6.625“1.125% Senior Notes due 20552023”.
(b) There are to be authenticated and delivered the Notes, initially limited in an initial aggregate principal amount to of $1,000,000,000, and no 600,000,000. No further Notes shall be authenticated and delivered delivered, except as provided by Sections 2.04, 2.05, 2.07, 2.11, 3.03 or 9.04 of the Original Base Indenture; provided, however, that the aggregate principal amount of the Notes may be increased in the future with no limit, without notice to or the consent of the holders of the Notes, on the same terms and with the same CUSIP and ISIN numbers as the Notes, except for any difference, if applicable, in the issue price, Original Issue Date and, if applicableissue date, the first Interest Payment Date and the initial interest accrual date; provided that no Event of Default with respect to the Notes shall have occurred and be continuing. The Notes shall be issued in fully registered form. Any additional Notes having such similar terms shall constitute a single series of debt securities with the Notes under the Indenture. Notwithstanding the foregoing, if any of such additional Notes are not issued in a “qualified reopening” or are not treated as part of the same issue as the Notes for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP and ISIN number.
(c) The Original Notes and the Exchange Notes shall be issued in the form of one or more Global Securities, registered in the name of the Depositary (as defined below) or its nominee. Each Global Security Original Note and each Exchange Note and the Trustee’s certificate or Authenticating Agent’s Certificate of authentication thereof Authentication thereof, shall be in substantially the form set forth in Exhibit A hereto. The depositary with respect to the Notes shall be The Depository Trust Company (the “Depositary”).
(d) Any additional Notes authenticated and delivered pursuant to Section 1.02(b) shall be governed by this First Supplemental Indenture and shall rank equal in right of payment with the Notes issued on the date of this First 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 Note shall be dated the date of authentication thereof and shall bear interest from the 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: First Supplemental Indenture (Jackson Financial Inc.)
Establishment. (a) There is hereby established a new series of Securities senior notes to be issued under the Indenture, to be designated as the Company’s 6.6251.264% Senior Notes due 2055.
2041 (b) the “Senior Notes”). There are to be authenticated and delivered the Senior Notes, initially limited in aggregate principal amount to $1,000,000,000¥10,000,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Sections 2.052.8, 2.072.9, 2.11, 3.03 8.5 or 9.04 12.3 of the Original Indenture and the terms of this 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 with no limitfuture, without the consent of the holders of the Senior Notes, on with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the NotesSenior Notes other than with respect to: (i) the date of issuance, except for (ii) the issue price, Original Issue Date and, if applicable, 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 initial interest accrual dateSenior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that no Event of Default such additional Senior Notes are fungible for United States federal income tax purposes with respect to the Notes shall have occurred and be continuingany then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. Any additional Notes having such similar terms shall constitute a single series of debt securities with the Notes under the Indenture. Notwithstanding the foregoing, if any of such additional Notes are not issued in a “qualified reopening” or are not treated as part of the same issue as the Notes for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP and ISIN number.
(c) The Senior Notes shall be issued in the form of one or more Global Securities, registered Securities (as defined below) in substantially the name form set out in Exhibit A hereto. The form of the Depositary or its nominee. Each Global Security and the Trustee’s certificate Certificate of authentication thereof Authentication for the Senior Notes shall be substantially in substantially the form set forth in Exhibit A B hereto.
(d) . Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the Original Issue Date 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 Securities to be issued under the Indenture, to be designated as the Company’s 6.625% 6¾% Senior Notes due 2055.
2020 (b) the “Notes”). This Second 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 the Notes, initially limited in aggregate principal amount to of $1,000,000,000, 300,000,000 and no further Notes shall be authenticated and delivered except as provided by Sections 2.05, 2.07, 2.11, 3.03 or 9.04 the terms of the Original Indenture and the terms of this Second Supplemental Indenture; provided, however, that the aggregate principal amount of additional Notes having identical terms and conditions as the 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 first Interest Payment Date (the “Additional Notes”) may be increased issued from time to time in the future with no limitfuture, without the consent of the holders Holders of the Notes, on the same terms and in accordance with the same CUSIP and ISIN numbers as provisions of the Indenture. With respect to any Additional Notes, except for the Company shall set forth in a resolution of the Board of Directors or an Officers’ Certificate, the following information:
(a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to the Indenture;
(b) the issue date, the issue price, Original Issue Date and, if applicable, 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 CUSIP and ISIN numbers of the Additional Notes. The Notes and the initial interest accrual date; provided that no Event Additional Notes, if any, shall be considered collectively as a single class for all purposes of Default with respect to 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 occurred and be continuingthe right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. The Notes shall be issued in fully registered formform without coupons, and only in denominations of $2,000 and larger integral multiples of $1,000. Any additional Notes having such similar terms shall constitute a single series of debt securities with the Notes under the Indenture. Notwithstanding the foregoing, if any of such additional Notes are not issued in a “qualified reopening” or are not treated as part of the same issue as the Notes for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP and ISIN number.
(c) The Notes shall be issued in the form of one or more Global Securities, registered in the name of the Depositary or its nominee. Each Global Security and the Trustee’s certificate of authentication thereof shall be Securities in substantially the form set forth out in Exhibit A hereto.
. The initial Depositary with respect to the Notes shall be DTC. Payments in respect of Notes represented by a Global Security (dincluding principal, premium and interest) shall be made by wire transfer of immediately available funds to the accounts specified by DTC. Each Note shall be dated the date of authentication thereof and shall bear interest from the Original Issue Date 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 Second Supplemental Indenture, expressly agree to be bound by such terms.
Appears in 1 contract
Establishment. (a) There is hereby established a new series of Securities to be issued under the Indenture, to be designated as follows: (i) the Company’s 6.6255.375% Senior Notes due 20552029 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 Registration Rights Agreement.
(b) There are to be authenticated and delivered $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 $1,000,000,000the Registration Rights Agreement. Further, and no further Notes shall from time to time thereafter there may be authenticated and delivered except as provided by Sections 2.05, 2.07, 2.11, 3.03 or 9.04 of the Original Indenture; provided, however, that the aggregate an unlimited principal amount of the Notes may be increased in the future with no limit, without the consent of the holders of the Notes, on the same terms and with the same CUSIP and ISIN numbers as the Notes, 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 Notes shall have occurred and be continuing. The Notes shall be issued in fully registered form. Any additional Notes having such similar terms shall constitute a single series of debt securities with the Notes under the Indenture. Notwithstanding the foregoing, if any of such additional Notes are not issued in a “qualified reopening” or are not treated as part of the same issue as the Notes for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP and ISIN numberAdditional Securities.
(c) The Notes shall be issued initially in the form of one or more Global 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 in Exhibit 1 to Appendix A hereto. The interest rate, Interest Payment Dates, record dates and maturity date of the Notes shall be as set forth in Exhibit A 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 Note shall be dated the date of authentication thereof and shall bear interest from the Original Issue Date 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. 1.1 AMP hereby establishes with the Trustee a separate, and subject to Section 16.2 hereof, irrevocable Trust on behalf of each Participant in the Plan designated by CEO and listed on Exhibit B hereto or added thereafter as designated by the CEO (a) There the "Participant"). AMP also hereby establishes with the Trustee the Shortfall Trust and the Fee Trust. Each separate Trust so established shall be governed by the terms of this Trust Agreement. Each Trust is hereby established a new series of Securities intended to be issued exempt from substantially all of the provisions of ERISA by reason of the provisions of Sections
(1) thereof, as applicable, and AMP shall immediately notify the Trustee should such exempt status change for any reason.
1.2 Each Trust may consist of such sums of money, other property acceptable to the Trustee or a letter of credit against which the Trustee may obtain funds to be credited to the Trusts as of the date hereof and as from time to time shall be paid or delivered to the Trustee by AMP immediately following the date hereof or from time to time in the future, as determined by the CEO. The Fee Trust and the Shortfall Trust shall be irrevocable and each other Trust, subject to the provisions of Section 16.2 hereof, shall be irrevocable for the Participant for which it is established. Except as provided in Sections 4.2 and 16.2 hereof, the Company shall have no right to direct the Trus tee to return or divert any Trust assets before the payment of all benefits under the IndenturePlan to the Participant. All such money and other property, all investments and reinvestment made therewith or proceeds thereof and all earnings and profits (less losses) thereon, less all payments and charges as authorized herein, for each of the Trusts are hereinafter collectively referred to as the "Trust Fund." The Trust Fund shall be held by the Trustee and shall be dealt with in accordance with the provisions of this Trust Agreement as a single trust fund for purposes of investing the assets of each Trust but the Company (or its designee) shall maintain, or cause to be designated maintained records sufficient to determine the interest of each Trust in the Trust Fund.
1.3 AMP may contribute such sums of money or property to the Trust Fund, or a letter of credit against which the Trustee may obtain funds, from time to time, as the Company’s 6.625% Senior Notes due 2055.
(b) There are to be authenticated CEO determines appropriate in his sole discretion. Participants and delivered their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Notes, initially limited in aggregate principal amount to $1,000,000,000, Trust Fund. Any rights created under the Plans and no further Notes this Trust Agreement shall be authenticated mere unsecured contractual rights of Participants and delivered except as provided their beneficiaries against the Company. Any assets held by Sections 2.05, 2.07, 2.11, 3.03 or 9.04 the Fund will be subject to the claims of the Original Indenture; provided, however, that the aggregate principal amount of the Notes may be increased AMP's general creditors under federal and state law in the future with no limitevent of Insolvency, without the consent of the holders of the Notes, on the same terms and with the same CUSIP and ISIN numbers as the Notes, 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 Notes shall have occurred and be continuing. The Notes shall be issued defined in fully registered form. Any additional Notes having such similar terms shall constitute a single series of debt securities with the Notes under the Indenture. Notwithstanding the foregoing, if any of such additional Notes are not issued in a “qualified reopening” or are not treated as part of the same issue as the Notes for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP and ISIN numberSection 4.2 herein.
(c) The Notes shall be issued in the form of one or more Global 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 forth in Exhibit A hereto.
(d) Each Note shall be dated the date of authentication thereof and shall bear interest from the 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 Securities to be issued under the Indenture, to be designated as the Company’s 6.6254.125% Senior Notes due 20552028.
(b) There are to be authenticated and delivered the Notes, initially limited in aggregate principal amount to $1,000,000,000, and no further Notes shall be authenticated and delivered except as provided by Sections 2.05, 2.07, 2.11, 3.03 or 9.04 of the Original Indenture; provided, however, that the aggregate principal amount of the Notes may be increased in the future with no limit, without the consent of the holders of the Notes, on the same terms and with the same CUSIP and ISIN numbers as the Notes, except for the issue price, Original Issue Date and, if applicable, the first Interest Payment Date and the initial interest accrual date; provided provided, that no Event of Default with respect to the Notes shall have occurred and be continuing. The Notes shall be issued in fully registered form. Any additional Notes having such similar terms shall constitute a single series of debt securities with the Notes under the Indenture. Notwithstanding the foregoing, if any of such additional Notes are not issued in a “qualified reopening” or are not treated as part of the same issue as the Notes for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP and ISIN number.
(c) The Notes shall be issued in the form of one or more Global 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 forth in Exhibit A hereto.
(d) Each Note shall be dated the date of authentication thereof and shall bear interest from the 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 Securities senior notes to be issued under the Indenture, to be designated as the Company’s 6.6252.369% Senior Notes due 2055.
2035 (b) the “Senior Notes”). There are to be authenticated and delivered the Senior Notes, initially limited in aggregate principal amount to $1,000,000,000¥9,500,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Sections 2.052.8, 2.072.9, 2.11, 3.03 8.5 or 9.04 12.3 of the Original Indenture and the terms of this 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 with no limitfuture, without the consent of the holders of the Senior Notes, on with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the NotesSenior Notes other than with respect to: (i) the date of issuance, except for (ii) the issue price, Original Issue Date and, if applicable, 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 initial interest accrual dateSenior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that no Event of Default such additional Senior Notes are fungible for United States federal income tax purposes with respect to the Notes shall have occurred and be continuingany then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. Any additional Notes having such similar terms shall constitute a single series of debt securities with the Notes under the Indenture. Notwithstanding the foregoing, if any of such additional Notes are not issued in a “qualified reopening” or are not treated as part of the same issue as the Notes for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP and ISIN number.
(c) The Senior Notes shall be issued in the form of one or more Global Securities, registered Securities (as defined below) in substantially the name form set out in Exhibit A hereto. The form of the Depositary or its nominee. Each Global Security and the Trustee’s certificate Certificate of authentication thereof Authentication for the Senior Notes shall be substantially in substantially the form set forth in Exhibit A B hereto.
(d) . Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the Original Issue Date 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 Securities to be issued under the Indenture, to be designated as the Company’s 6.625“3.125% Senior Notes due 20552031”.
(b) There are to be authenticated and delivered the Notes, initially limited in an initial aggregate principal amount to of $1,000,000,000, and no 500,000,000. No further Notes shall be authenticated and delivered delivered, except as provided by Sections 2.04, 2.05, 2.07, 2.11, 3.03 or 9.04 of the Original Base Indenture; provided, however, that the aggregate principal amount of the Notes may be increased in the future with no limit, without notice to or the consent of the holders of the Notes, on the same terms and with the same CUSIP and ISIN numbers as the Notes, except for any difference, if applicable, in the issue price, Original Issue Date and, if applicableissue date, the first Interest Payment Date and the initial interest accrual date; provided that no Event of Default with respect to the Notes shall have occurred and be continuing. The Notes shall be issued in fully registered form. Any additional Notes having such similar terms shall constitute a single series of debt securities with the Notes under the Indenture. Notwithstanding the foregoing, if any of such additional Notes are not issued in a “qualified reopening” or are not treated as part of the same issue as the Notes for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP and ISIN number.
(c) The Original Notes and the Exchange Notes shall be issued in the form of one or more Global Securities, registered in the name of the Depositary (as defined below) or its nominee. Each Global Security Original Note and each Exchange Note and the Trustee’s certificate or Authenticating Agent’s Certificate of authentication thereof Authentication thereof, shall be in substantially the form set forth in Exhibit A hereto. The depositary with respect to the Notes shall be 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 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 Note shall be dated the date of authentication thereof and shall bear interest from the 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. (a) There is hereby established a new series of Securities to be issued under the Indenture, to be designated as the Company’s 6.625“5.625% Senior Notes due 20552030”. 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.
(b) There are to be authenticated and delivered the NotesUpon 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 $1,000,000,000the Trustee, and no the Trustee shall thereupon authenticate and deliver such Notes in accordance with a written order of the Company. No further Notes shall be authenticated and delivered except as provided by Sections 2.04, 2.05, 2.07, 2.11, 3.03 3.04 or 9.04 of the Original Base Indenture; provided, however, that the aggregate principal amount of the Notes may be increased in the future with no limit, without notice to or the consent of the holders of the Notes, on the same terms and conditions and with the same CUSIP and ISIN numbers as the Notes, except for any difference, if applicable, in the issue price, Original Issue Date and, if applicablethe issue date, the first Interest Payment Date and the initial interest accrual datedate as long as the additional Notes are fungible with the existing Notes for U.S. federal income tax purposes; provided that no Event of Default with respect to the Notes shall have occurred and be continuing. The Notes shall be issued in fully registered form. Any additional Notes having such similar terms authenticated and delivered pursuant to this Section 1.02(b) shall constitute be governed by this First Supplemental Indenture and shall rank equal in right of payment with the Notes issued on the date of this First Supplemental Indenture and, together with the Notes issued as of the date of this First Supplemental Indenture, shall be treated as a single series of debt securities with the Notes under the Indenture. Notwithstanding the foregoing, if any of such additional Notes are not issued in a “qualified reopening” or are not treated as part of the same issue as the Notes for U.S. federal income tax all purposes, such additional Notes shall have a separate CUSIP and ISIN number.
(c) The Notes shall be issued in the form of one or more Global Securities, registered in the name of a nominee for the Depositary or its nominee(as defined below). Each Global Security Note and the Trustee’s certificate or Authenticating Agent’s Certificate of authentication thereof Authentication thereof, shall be in substantially the form set forth in Exhibit A hereto. The depositary with respect to the Notes shall be The Depository Trust Company (the “Depositary”).
(d) Each Note shall be dated the date of authentication thereof and shall bear interest from from, and including, the Original Issue Date or or, if interest has already been paid, from the most recent Interest Payment Date to last date in respect of 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. (ai) There is hereby established a new series The Borrower shall maintain deposit account 4067-5918 at Citibank, N.A. (the "Citibank Collection Account"), into which all proceeds of Securities Collateral, subject to the provisions of Sections 9.14, 9.15, and 9.16, shall be deposited by transfer, as and when set forth hereinbelow, from the Cash Management Account or other depository accounts maintained by the Borrower and the Guarantors. Subject to the provisions of Sections 9.14, 9.15 and 9.16, Borrower shall cause all proceeds of Collateral to be issued under deposited in the Indenture, Cash Management Account or the aforesaid depository accounts for subsequent transfer to the Citibank Collection Account and such proceeds shall be designated deemed received by the Borrower or applicable Guarantor and to have been received by the Borrower or such Guarantor as the Company’s 6.625% Senior Notes Agent's trustee. All amounts received by the Agent, whether through payment, deposit in the Citibank Collection Account as described above, or otherwise, will be the sole property of the Agent for the benefit of the Holders and will be (i) deemed received by the Agent for application to the Obligations then due 2055and payable pursuant to Section 3.02 and (ii) thereafter held by the Agent, for the benefit of the Holders, as Cash Collateral for the Obligations, subject to the rights of the Borrower set forth in Section 3.04(b) and the rights of the Agent set forth in Section 3.05.
(bii) There are to be authenticated and delivered Borrower, in its capacity as "Servicer" under the NotesServicing Agreement, initially limited shall deliver the written request for reimbursement described in aggregate principal amount to $1,000,000,000, and no further Notes shall be authenticated and delivered except as provided by Sections 2.05, 2.07, 2.11, 3.03 or 9.04 Section 3.04(a) of the Original IndentureServicing Agreement at any time the amount available for withdrawal under Section 3.04 of the Servicing Agreement is at least $300,000; provided, however, that in no event shall more than ten (10) consecutive Business Days elapse between the aggregate principal Servicer's written requests for reimbursement (notwithstanding the amount then available for withdrawal); and further provided that, after the occurrence and during the continuance of an Event of Default, the Notes may Borrower shall deliver such written request on each Business Day, notwithstanding the amount then available for withdrawal. Borrower shall cause all amounts withdrawn as aforesaid to be increased deposited in the future with Citibank Collection Account.
(iii) Borrower shall make requests no limit, without less frequently than every consecutive ten (10) Business Days for all reimbursements available for withdrawal by it from time to time under the consent of the holders of the Notes, on the same terms and with the same CUSIP and ISIN numbers as the Notes, except for the issue price, Original Issue Date and, if applicable, the first Interest Payment Date and the initial interest accrual date1997 Receivables Purchase Documents; provided that no such request shall be made on each Business Day on which a reimbursement of at least $300,000 is available to the Borrower and further provided that, after the occurrence and during the continuance of an Event of Default with respect Default, the Borrower shall make such requests on each Business Day, notwithstanding the amount then available for withdrawal. Borrower shll cause all amounts withdrawn as aforesaid to the Notes shall have occurred and be continuing. The Notes shall be issued in fully registered form. Any additional Notes having such similar terms shall constitute a single series of debt securities with the Notes under the Indenture. Notwithstanding the foregoing, if any of such additional Notes are not issued in a “qualified reopening” or are not treated as part of the same issue as the Notes for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP and ISIN number.
(c) The Notes shall be issued deposited in the form of one or more Global 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 forth in Exhibit A heretoCitibank Collection Account.
(d) Each Note shall be dated the date of authentication thereof and shall bear interest from the 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: Credit Agreement (Dyncorp)
Establishment. (a) There is hereby established a new series of Securities senior notes to be issued under the Indenture, to be designated as the Company’s 6.6254.750% Senior Notes due 2055.
2049 (b) the “Senior Notes”). There are to be authenticated and delivered the Senior Notes, initially limited in aggregate principal amount to $1,000,000,000, 550,000,000 and no further Senior Notes shall be authenticated and delivered except as provided by Sections 2.05Section 2.8, 2.072.9, 2.11, 3.03 8.5 or 9.04 12.3 of the Original Indenture and the terms of this 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 with no limitfuture, without the consent of the holders of the Senior Notes, on with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the NotesSenior Notes other than with respect to: (i) the date of issuance, except for (ii) the issue price, Original Issue Date and, if applicable, 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 initial interest accrual date; provided that no Event Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of Default with respect to the Notes shall have occurred and be continuingIndenture. The Senior Notes shall be issued in fully registered form. Any additional Notes having such similar terms shall constitute a single series of debt securities with the Notes under the Indenture. Notwithstanding the foregoing, if any of such additional Notes are not issued in a “qualified reopening” or are not treated as part of the same issue as the Notes for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP and ISIN number.
(c) The Senior Notes shall be issued in the form of one or more Global Securities, registered Securities (as defined below) in substantially the name form set out in Exhibit A hereto. The form of the Depositary or its nominee. Each Global Security and the Trustee’s certificate Certificate of authentication thereof Authentication for the Senior Notes shall be substantially in substantially the form set forth in Exhibit A B hereto.
(d) . Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the Original Issue Date 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 Securities to be issued under the Indenture, to be designated as the Company’s 6.625“6.250% Senior Notes Junior Subordinated Debentures due 20552058”.
(b) There are to The Debentures shall be authenticated issuable in fully registered form, without coupons, and delivered the Notesin denominations of $25 and integral multiples of $25 in excess thereof.
(c) Upon execution of this First Supplemental Indenture, initially limited Debentures in an initial aggregate principal amount of $375,000,000 shall be executed by the Company and delivered to $1,000,000,000the Trustee, and no the Trustee shall thereupon authenticate and deliver such Debentures in accordance with a written order of the Company. The Company may execute and deliver to the Trustee, and the Trustee shall thereupon authenticate and deliver in accordance with a written order of the Company, up to an additional $56,250,000 principal amount of Debentures pursuant to the exercise of the Over-Allotment Option. No further Notes Debentures shall be authenticated and delivered except as provided by Sections 2.05, 2.07, 2.11, 3.03 3.04 or 9.04 of the Original Base Indenture; provided, however, that the aggregate principal amount of the Notes Debentures may be increased in the future with no limit, without notice to or the consent of the holders of the NotesDebentures, on the same terms and conditions and with the same CUSIP and ISIN numbers as the NotesDebentures, except for any difference, if applicable, in the issue price, Original Issue Date and, if applicablethe issue date, the first Interest Payment Date and the initial interest accrual date; provided that the additional Debentures are fungible with the existing Debentures for U.S. federal income tax purposes; provided, further, that no Event of Default with respect to the Notes Debentures shall have occurred and be continuing. The Notes Any additional Debentures authenticated and delivered pursuant to this Section 1.02(c), including any authenticated and delivered pursuant to the exercise of the Over-Allotment Option, shall be governed by this First Supplemental Indenture and shall rank equal in right of payment with the Debentures issued in fully registered form. Any additional Notes having such similar terms on the date of this First Supplemental Indenture and, together with the Debentures issued as of the date of this First Supplemental Indenture, shall constitute be treated as a single series of debt securities with the Notes under the Indenture. Notwithstanding the foregoing, if any of such additional Notes are not issued in a “qualified reopening” or are not treated as part of the same issue as the Notes Debentures for U.S. federal income tax all purposes, such additional Notes shall have a separate CUSIP and ISIN number.
(cd) The Notes Debentures shall be issued in the form of one or more Global Securities, registered in the name of a nominee for the Depositary or its nominee(as defined below). Each Global Security Debenture and the Trustee’s certificate or Authenticating Agent’s Certificate of authentication thereof Authentication thereof, shall be in substantially the form set forth in Exhibit A hereto. The depositary with respect to the Debentures shall be The Depository Trust Company (the “Depositary”).
(de) Each Note Debenture shall be dated the date of authentication thereof and shall bear interest from from, and including, the Original Issue Date or or, if interest has already been paid, from the most recent Interest Payment Date to last date in respect of 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. (a) There is hereby established a new series of Securities senior notes to be issued under the Indenture, to be designated as the Company’s 6.6250.633% Senior Notes due 2055.
2031 (b) the “Senior Notes”). There are to be authenticated and delivered the Senior Notes, initially limited in aggregate principal amount to $1,000,000,000¥30,000,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Sections 2.052.8, 2.072.9, 2.11, 3.03 8.5 or 9.04 12.3 of the Original Indenture and the terms of this 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 with no limitfuture, without the consent of the holders of the Senior Notes, on with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the NotesSenior Notes other than with respect to: (i) the date of issuance, except for (ii) the issue price, Original Issue Date and, if applicable, 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 initial interest accrual dateSenior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that no Event of Default such additional Senior Notes are fungible for United States federal income tax purposes with respect to the Notes shall have occurred and be continuingany then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. Any additional Notes having such similar terms shall constitute a single series of debt securities with the Notes under the Indenture. Notwithstanding the foregoing, if any of such additional Notes are not issued in a “qualified reopening” or are not treated as part of the same issue as the Notes for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP and ISIN number.
(c) The Senior Notes shall be issued in the form of one or more Global Securities, registered Securities (as defined below) in substantially the name form set out in Exhibit A hereto. The form of the Depositary or its nominee. Each Global Security and the Trustee’s certificate Certificate of authentication thereof Authentication for the Senior Notes shall be substantially in substantially the form set forth in Exhibit A B hereto.
(d) . Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the Original Issue Date 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 Securities Notes to be issued under the Indenture, to be designated as the Company’s 6.6259.75% Senior Unsecured Notes due 20552028.
(b) There are to be authenticated and delivered the Senior Notes, initially limited in aggregate principal amount to $1,000,000,00025,000,000 (1,000,000 units of $25 each), and no further Senior Notes shall be authenticated and delivered except as provided by Sections 2.052.04, 2.073.06, 2.113.07, 3.03 3.10 or 9.04 11.04 of the Original Indenture; provided, however, that the aggregate principal amount of the Senior Notes may be increased in the future with no limit, without the consent of the holders of the Senior Notes, on the same terms and with the same CUSIP and ISIN numbers as the NotesSenior Notes (except that if any such additional Senior Notes are 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 shall have occurred and be continuing. The Senior Notes shall be issued in fully registered form. Any additional Notes having such similar terms shall constitute a single series of debt securities with the Notes under the Indenture. Notwithstanding the foregoing, if any of such additional Notes are not issued in a “qualified reopening” or are not treated as part of the same issue as the Notes for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP and ISIN number.
(c) The Senior Notes shall be issued in the form of one or more Global SecuritiesNotes, registered in the name of the Depositary Depository (as defined below) or its nominee. Each Global Security Note and the Trustee’s certificate Certificate of authentication Authentication thereof shall be in substantially the form set forth in Exhibit A hereto.
. The initial depository with respect to the Senior Notes shall be The Depository Trust Company, New York, New York (d) the “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 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. (a) There is hereby established a new series of Securities senior subordinated notes to be issued under the Indenture, to be designated as the Company’s 6.625% 8¼% Senior Subordinated Notes due 2055.
2016 (b) the “Notes”). There are to be authenticated and delivered the Notes, initially limited in aggregate principal amount to of $1,000,000,000, 200,000,000 and no further Notes shall be authenticated and delivered except as provided by Sections 2.05, 2.07, 2.11, 3.03 or 9.04 the terms of the Original Indenture and the terms of this First Supplemental Indenture; provided, however, that the aggregate principal amount of additional Notes having identical terms and conditions as the 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 first Interest Payment Date (the “Additional Notes”) may be increased issued from time to time in the future with no limitfuture, without the consent of the holders Holders of the Notes, on the same terms and in accordance with the same CUSIP and ISIN numbers as provisions of the Indenture. With respect to any Additional Notes, except for the Company shall set forth in a resolution of the Board of Directors or an Officers’ Certificate, the following information:
(a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to the Indenture;
(b) the issue date, the issue price, Original Issue Date and, if applicable, 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 CUSIP and ISIN numbers of the Additional Notes. The Notes and the initial interest accrual date; provided that no Event Additional Notes, if any, shall be considered collectively as a single class for all purposes of Default with respect to 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 occurred and be continuingthe right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. The Notes shall be issued in fully registered formform without coupons, and only in denominations of $2,000 and larger integral multiples of $1,000. Any additional Notes having such similar terms shall constitute a single series of debt securities with the Notes under the Indenture. Notwithstanding the foregoing, if any of such additional Notes are not issued in a “qualified reopening” or are not treated as part of the same issue as the Notes for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP and ISIN number.
(c) The Notes shall be issued in the form of one or more Global Securities, registered in the name of the Depositary or its nominee. Each Global Security and the Trustee’s certificate of authentication thereof shall be Securities in substantially the form set forth out in Exhibit A hereto.
. The initial Depositary with respect to the Notes shall be DTC. Payments in respect of Notes represented by a Global Security (dincluding principal, premium and interest) shall be made by wire transfer of immediately available funds to the accounts specified by DTC. Each Note shall be dated the date of authentication thereof and shall bear interest from the Original Issue Date 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 Securities to be issued under the Indenture, to be designated as the Company’s 6.625“5.670% Senior Notes due 20552032”.
(b) There are to be authenticated and delivered the Notes, initially limited in an initial aggregate principal amount to of $1,000,000,000, and no 350,000,000. No further Notes shall be authenticated and delivered delivered, except as provided by Sections 2.04, 2.05, 2.07, 2.11, 3.03 or 9.04 of the Original Base Indenture; provided, however, that the aggregate principal amount of the Notes may be increased in the future with no limit, without notice to or the consent of the holders of the Notes, on the same terms and with the same CUSIP and ISIN numbers as the Notes, except for any difference, if applicable, in the issue price, Original Issue Date and, if applicableissue date, the first Interest Payment Date and the initial interest accrual date; provided that no Event of Default with respect to the Notes shall have occurred and be continuing. The Notes shall be issued in fully registered form. Any additional Notes having such similar terms shall constitute a single series of debt securities with the Notes under the Indenture. Notwithstanding the foregoing, if any of such additional Notes are not issued in a “qualified reopening” or are not treated as part of the same issue as the Notes for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP and ISIN number.
(c) The Notes shall be issued in the form of one or more Global Securities, registered in the name of the Depositary (as defined below) or its nominee. Each Global Security Note and the Trustee’s certificate or Authenticating Agent’s Certificate of authentication thereof Authentication thereof, shall be in substantially the form set forth in Exhibit A hereto. The depositary with respect to the Notes shall be 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 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 Note shall be dated the date of authentication thereof and shall bear interest from the 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. (a) There is hereby established a new series of Securities to be issued under the Indenture, to be designated as the Company’s 6.6256.25% Senior Notes due 20552054.
(b) There are to be authenticated and delivered the Notes, initially limited in aggregate principal amount to $1,000,000,000, and no further Notes shall be authenticated and delivered except as provided by Sections 2.05, 2.07, 2.11, 3.03 or 9.04 of the Original Indenture; provided, however, that the aggregate principal amount of the Notes may be increased in the future with no limit, without the consent of the holders of the Notes, on the same terms and with the same CUSIP and ISIN numbers as the Notes, 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 Notes shall have occurred and be continuing. The Notes shall be issued in fully registered form. Any additional Notes having such similar terms shall constitute a single series of debt securities with the Notes under the Indenture. Notwithstanding the foregoing, if any of such additional Notes are not issued in a “qualified reopening” or are not treated as part of the same issue as the Notes for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP and ISIN number.
(c) The Notes shall be issued in the form of one or more Global 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 forth in Exhibit A hereto.
(d) Each Note shall be dated the date of authentication thereof and shall bear interest from the 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 Securities senior notes to be issued under the Indenture, to be designated as the Company’s 6.6251.750% Senior Notes due 2055.
2038 (b) the “Senior Notes”). There are to be authenticated and delivered the Senior Notes, initially limited in aggregate principal amount to $1,000,000,000¥8,900,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Sections 2.052.8, 2.072.9, 2.11, 3.03 8.5 or 9.04 12.3 of the Original Indenture and the terms of this 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 with no limitfuture, without the consent of the holders of the Senior Notes, on with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the NotesSenior Notes other than with respect to: (i) the date of issuance, except for (ii) the issue price, Original Issue Date and, if applicable, 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 initial interest accrual dateSenior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that no Event of Default such additional Senior Notes are fungible for United States federal income tax purposes with respect to the Notes shall have occurred and be continuingany then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. Any additional Notes having such similar terms shall constitute a single series of debt securities with the Notes under the Indenture. Notwithstanding the foregoing, if any of such additional Notes are not issued in a “qualified reopening” or are not treated as part of the same issue as the Notes for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP and ISIN number.
(c) The Senior Notes shall be issued in the form of one or more Global Securities, registered Securities (as defined below) in substantially the name form set out in Exhibit A hereto. The form of the Depositary or its nominee. Each Global Security and the Trustee’s certificate Certificate of authentication thereof Authentication for the Senior Notes shall be substantially in substantially the form set forth in Exhibit A B hereto.
(d) . Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the Original Issue Date 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