“Underwriting Agreement” means the Underwriting Agreement, dated March 28, 2023, among the Company and BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Mizuho Securities USA LLC.
“Voting Stock” means, with respect to any specified person (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) as of any date, the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.
Section 102. Section References. Each reference to a particular section set forth in this Twenty-Second Supplemental Indenture shall, unless the context otherwise requires, refer to this Twenty-Second Supplemental Indenture. Each reference to a particular section of the Base Indenture shall refer to that particular section of the Base Indenture.
ARTICLE II
THE NOTES
Section 201. Title and Amount of the Notes. The Company hereby creates the 2026 Notes, the 2033 Notes, the 2053 Notes and the 2063 Notes, each as a separate series of its Securities issued pursuant to the Indenture. The 2026 Notes shall be designated as the “4.800% Notes due April 1, 2026,” the 2033 Notes shall be designated as the “5.150% Notes due July 1, 2033,” the 2053 Notes shall be designated as the “5.750% Notes due July 1, 2053” and the 2063 Notes shall be designated as the “5.850% Notes due April 1, 2063.” The aggregate Principal Amount at Maturity of the 2026 Notes that may be authenticated and delivered under this Twenty-Second Supplemental Indenture is initially limited to $1,000,000,000, the aggregate Principal Amount at Maturity of the 2033 Notes that may be authenticated and delivered under this Twenty-Second Supplemental Indenture is initially limited to $1,000,000,000, the aggregate Principal Amount at Maturity of the 2053 Notes that may be authenticated and delivered under this Twenty-Second Supplemental Indenture is initially limited to $500,000,000 and the aggregate Principal Amount at Maturity of the 2063 Notes that may be authenticated and delivered under this Twenty-Second Supplemental Indenture is initially limited to $500,000,000. Each series of Notes may be reopened, without the consent of the holders of the Notes, for issuance of additional Notes of such series.
Section 202. Stated Maturity. The Stated Maturity of the 2026 Notes shall be April 1, 2026, the Stated Maturity of the 2033 Notes shall be July 1, 2033, the Stated Maturity of the 2053 Notes shall be July 1, 2053 and the Stated Maturity of the 2063 Notes shall be April 1, 2063.
Section 203. Interest and Payment. The 2026 Notes shall bear interest at 4.800% per annum, the 2033 Notes shall bear interest at 5.150% per annum, the 2053 Notes shall bear interest at 5.750% per annum and the 2063 Notes shall bear interest at 5.850% per annum beginning on the date of issuance until the 2026 Notes, the 2033 Notes, the 2053 Notes and/or the 2063 Notes, as the case may be, are redeemed, paid or duly provided for. Interest on the Notes shall be paid semiannually in arrears on each April 1 and October 1, in the case of the 2026 Notes, each January 1 and July 1, in the case of the 2033 Notes and the 2053 Notes, and each April 1 and October 1, in the case of the 2063 Notes (each, a “Note Interest Payment Date”), commencing October 1, 2023, in the case of the 2026 Notes, July 1, 2023, in the case of the 2033 Notes and the 2053 Notes, and October 1, 2023, in the case of the 2063 Notes, to the persons in whose names the Notes are registered at the
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