The Company may without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms as the Notes (other than the date of issuance and, under certain circumstances, the first interest payment date following the issue date of such additional notes). Any such additional notes, together with the Notes, will form a single series of Debt Securities under the Indenture.
The Stated Maturity shall be January 15, 2032 for payment of principal of the Notes. The Notes shall bear interest at the rate of 2.350% per annum, from September 23, 2021 or the most recent interest payment date to which interest has been paid or duly provided for, payable semi-annually in arrears on January 15 and July 15 of each year (commencing July 15, 2022), to the Persons in whose names the Notes are registered at the close of business on January 1 or July 1, as the case may be, next preceding such interest payment date, until principal thereof is paid or made available for payment.
The Notes shall be initially issued in the form of one or more Global Securities and the depositary for the Notes shall be The Depository Trust Company, New York, New York.
The Notes shall not be subject to any sinking fund.
The Notes shall be in registered form without coupons and shall be issuable in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
The form of the Notes attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(j) of the Indenture, as the form of Debt Securities that consist of the Notes.
SECTION 2.02 Optional Redemption.
(a) The provisions of Article III of the Indenture, as amended by the provisions of this Third Supplemental Indenture, shall apply to the Notes.
(b) The Notes are subject to redemption upon notice mailed or sent at least 10 days but not more than 60 days prior to the redemption date to each Registered Holder. On or after October 15, 2031 (the Par Call Date), the Notes will be redeemable, as a whole or from time to time in part, at the option of the Company at any time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, thereon to (but excluding) the date of the redemption. Prior to the Par Call Date, the Notes may be redeemed, at any time as a whole or from time to time in part, at the option of the Company, at a redemption price equal to the greater of:
(i) 100% of the principal amount of the Notes to be redeemed; and
(ii) the sum of the present values of the Remaining Scheduled Payments thereon that would be due if the Notes matured on the Par Call Date, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points,
plus, in either case, accrued and unpaid interest, if any, on the principal amount being redeemed to (but excluding) the date of redemption.
If the Company redeems less than all the Notes, the Trustee shall select the Notes to be redeemed, in the case of the Notes in the form of a Global Security, in accordance with the Depositarys Applicable Procedures, and in the case of any Notes in definitive form, by such method as the Trustee shall select, in such manner as in its sole discretion it shall deem appropriate and fair. The Trustee may select for partial redemption Notes and portions of Notes in amounts equal to $2,000 or any integral multiple of $1,000 in excess thereof.