3.900% Notes due 2049
5.450% Notes due 2079
Pursuant to the Indenture, dated as of November 8, 2000 (the Indenture), as supplemented, between Corning Incorporated (the Company) and The Bank of New York Mellon Trust Company, N.A. (successor to JPMorgan Chase Bank, N.A., formerly The Chase Manhattan Bank), as Trustee (the Trustee), resolutions duly adopted by the Board of Directors of the Company at a meeting of the Board of Directors duly called and held on December 5, 2017, and resolutions duly adopted by the Board of Directors of the Company at a meeting of the Board of Directors duly called and held on October 3, 2018 (together, the Resolutions), this Officers Certificate is being delivered to the Trustee to establish the terms of two series (each, a New Series) of Securities in accordance with Section 301 of the Indenture and to establish the form of the Securities of each New Series in accordance with Section 201 of the Indenture.
Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Indenture.
A. Establishment of New Series pursuant to Section 301 of Indenture.
There is hereby established pursuant to Section 301 of the Indenture two series of Securities which shall have the following terms:
(1) One series of Securities shall bear the title 3.900% Notes due 2049 (the 2049 Notes) and the second series of Securities shall bear the title 5.450% Notes due 2079 (the 2079 Notes and, together with the 2049 Notes, the Notes).
(2) The aggregate principal amount of Notes to be issued pursuant to this Officers Certificate shall be initially limited to $400,000,000 for the 2049 Notes and $1,100,000,000 for the 2079 Notes (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture and except for any Notes which, pursuant to Section 303 of the Indenture, are deemed never to have been authenticated and delivered thereunder). The Company may from time to time, without consent of the existing Holders create and issue additional Notes of either series (the Additional Notes) having the same terms and conditions as the Notes of such series in all respects, except for the issue date, issue price and, under some circumstances, the first payment of interest thereon. Such Additional Notes, at the Companys determination and in accordance with the provisions of the Indenture, will be consolidated with and form a single series with the previously outstanding notes of the same series for U.S. federal income tax purposes and for all purposes under the Indenture, including, without limitation, amendments, waivers and redemptions. The aggregate principal amount of the Additional Notes, if any, of a series shall be unlimited.