Currency and Manner of Payments in Respect of Securities. The provisions of this Section shall apply to the Securities of any series unless otherwise specified pursuant to Section 2.1. (a) The following payment provisions shall apply to any Registered Security of any series denominated in Dollars, a Foreign Currency or any currency unit, including without limitation ECU, except as provided in paragraph (b) below: (1) Except as provided in subparagraph (a)(2) or in paragraph (e) below, payment of principal and premium, if any, on such Registered Security will be made at the Place of Payment by delivery of a check in the currency or currency unit in which the Security is denominated on the payment date against surrender of such Registered Security, and any interest on any Registered Security will be paid at the Place of Payment by mailing a check in the currency or currency unit in which such interest is payable (which shall be the same as that in which the Security is denominated unless otherwise provided) to the Person entitled thereto at the address of such Person appearing on the Security Register. (2) Payment of the principal of, premium, if any, and interest, if any, on such Security, may also, subject to applicable laws and regulations, be made at other place or places as may be designated by the Company by any appropriate method. (b) With respect to any Registered Security of any series denominated in any currency unit, including without limitation ECU, if the following provisions (or any substitute therefor, or addition thereto, not inconsistent with this Indenture) are established pursuant to Section 2.1 and if the Company has not, before delivery of the election referred to in clause (1) below, deposited funds or securities in compliance with Section 12.1 or clause (a) or (if specified pursuant to Section 2.1) clause (b) of Section 12.3 the following payment provisions shall apply to any payment to be made prior to the giving of any notice to Holders of any election to redeem pursuant to Section 3.5, except as otherwise provided in paragraphs (e) and (f) below: (1) A Holder of Securities of a series shall have the option to elect to receive payments of principal of, premium, if any, and interest, if any, on such Securities in a currency or currency unit (including Dollars), other than that in which the Security is denominated. Such election, as designated in the certificates for such Securities (or as provided by Section 2.1 or a supplemental indenture thereto with respect to uncertificated securities), shall be made by delivering to the Trustee a written election, to be in form and substance satisfactory to the Trustee, not later than the close of business in The City of New York, on the day 15 days prior to the applicable payment date. Such election will remain in effect for such Holder until changed by the Holder by written notice to the Trustee (but any such written notice must be received by Trustee not later than the close of business on the day 15 days prior to the next payment date to be effective for the payment to be made on such payment date and no such change may be made with respect to payments to be made on any Security of such series with respect to which notice of redemption has been given by the Company pursuant to Article Three). Any Holder of any such Security who shall not have delivered any such election to the Trustee in, accordance with this paragraph (b) will be paid the amount due on the applicable payment date in the relevant currency unit as provided in paragraph (a) of this Section 2.11. Payment of principal of and premium, if any, shall be made on the payment date therefor against surrender of such Security. Payment of principal of, premium, if any, and interest, if any, shall be made at the Place of Payment by mailing at such location a check, in the applicable currency or currency unit, to the Holder entitled thereto at the address of such Holder appearing on the Security Register. (2) Payment of the principal of, premium, if any, and interest, if any, on such Security may also, subject to applicable laws and regulations, be made at such other place or places as may be designated by the Company by any appropriate method. (c) Payment of the principal of and premium, if any, and interest, if any, on any Bearer Security shall be made, except as provided in Section 2.4 with respect to temporary global Securities, unless otherwise specified pursuant to Section 2.1 and/or Section 10.1(h), at such place or places outside the United States as may be designated by the Company pursuant to any applicable laws or regulations by any appropriate method in the currency or currencies or currency unit or units in which the Security is payable (except as provided in paragraph (e) below) on the payment date therefor against surrender of the Bearer Security, in the case of payment of principal and premium, if any, or the relevant Coupon, in the case of payment of interest, if any, to a Paying Agent designated for such series pursuant to Section 4.2. (d) Not later than 10 Business Days (with respect to any Place of Payment) prior to each payment date, the Trustee (and if a calculation agent is appointed with respect to any Securities bearing interest at a rate or rates determined by reference to an interest rate formula, such calculation agent with respect to such Securities) shall deliver to the Company a copy of its record of the respective aggregate amounts of principal of, premium, if any, and interest, if any, on the Securities to be made on such payment date, in the currency or currency unit in which each of the Securities is payable, specifying the amounts so payable in respect of Registered Securities and Bearer Securities and in respect of the Registered Securities as to which the Holders of Securities denominated in any currency unit shall have elected to be paid in another currency or currency unit as provided in paragraph (b) above. If the election referred to in paragraph (b) above has been provided for pursuant to Section 2.1 and if at least one Holder has made such election, then, not later than the fifth Business Day (with respect to any Place of Payment) prior to the applicable payment date the Company shall deliver to the Trustee an Exchange Rate Officer's Certificate in respect of the Dollar or Foreign Currency or currency unit payments to be made on such payment date. The Dollar or Foreign Currency or currency unit amount receivable by Holders of Registered Securities denominated in a currency unit who have elected payment in another currency or currency unit as provided in paragraph (b) above shall be determined by the Company on the basis of the applicable Official Currency Unit Exchange Rate set forth in the applicable Exchange Rate Officer's Certificate. (e) If a Foreign Currency in which any Security is denominated or payable ceases to be recognized both by the government of the country which issued such currency and for the settlement of transactions by public institutions of or within the international banking community, or if ECU ceases to be used both within the European Monetary System and for the settlement of transactions by public institutions of or within the European Communities, or if any other currency unit in which a Security is denominated or payable ceases to be used for the purposes for which it was established, in each case determined in good faith by the Company, then with respect to each date for the payment of principal of, premium, if any, and interest, if any, on the applicable security denominated or payable in such Foreign Currency, ECU or such other currency unit occurring after the last date on which such Foreign Currency, ECU or such other currency unit was so recognized or used (the "Currency Conversion Date"), the Dollar shall become the currency of payment for use on each such payment date (but ECU or the Foreign Currency or the currency unit previously the currency of payment shall, at the Company's election, resume being the currency of payment on the first such payment date preceded by 15 Business Days during which the circumstances which gave rise to the Dollar becoming such currency no longer prevail, in each case as determined in good faith by the Company). The Dollar amount to be paid by the Company to the Trustee and by the Trustee or any Paying Agent to the Holder of such Security with respect to such payment date shall be the Dollar Equivalent of the Foreign Currency or, in the case of a currency unit, the Dollar Equivalent of the Currency Unit, as determined by the Exchange Rate Agent (which shall be delivered in writing to the Trustee not later than the fifth Business Day prior to the applicable payment date) as of the Currency Conversion Date or, if later, the date most recently preceding the payment date in question on which such determination is possible of performance, but not more than 15 days before such payment date (such Currency Conversion Date or date preceding a payment date as aforesaid being called the "Valuation Date") in the manner provided in paragraph (g) or (h) below. (i) If the Holder of a Registered Security denominated in a currency unit elects payment in a specified Foreign Currency or currency unit as provided for by paragraph (b) and such Foreign Currency ceases to be used both by the government of the country which issued such currency and for the settlement of transactions by public institutions of or within the international banking community, in each case as determined in good faith by the Company, such Holder shall (subject to paragraph (e) above) receive payment in the currency unit in which the Security is denominated, and (ii) if ECU ceases to be used both within the European Monetary System and for the settlement of transactions by public institutions of or within the European Communities and such Registered Security is payable in such currency unit, or if any other such currency unit ceases to be used for the purposes for which it was established and such Registered Security is payable in such currency unit, in each case as determined in good faith by the Company, such Holder shall receive payment in Dollars. Each payment covered by an election pursuant to paragraph (b) above be governed by the provisions of this paragraph (f) (but, subject to any contravening valid election pursuant to paragraph (b) above, the specified Foreign Currency in case (i) or ECU or other currency unit in case (ii) shall, at the Company's election, resume being the currency or currency unit, as applicable, of payment with respect to Holders who have so elected, but only with respect to payments on payment dates preceded by 15 Business Days during which the circumstances which gave rise to such currency unit in case (i) or the Dollar in case (ii) becoming the currency unit or currency, as applicable, of payment, no longer prevails, in each case as determined in good faith by the Company). (g) The Dollar Equivalent of the Foreign Currency" shall be determined by the Exchange Rate Agent as of each Valuation Date and shall be obtained by converting the specified Foreign Currency into Dollars at the Market Exchange Rate on the Valuation Date.
Appears in 2 contracts
Samples: Multiple Series Indenture (Usx Capital Trust I), Multiple Series Indenture (Usx Capital Trust I)
Currency and Manner of Payments in Respect of Securities. The provisions of this Section shall apply to the Securities of any series unless otherwise specified pursuant to Section 2.1.
(a) The following payment provisions shall apply to any Registered Security of any series denominated in Dollars, a Foreign Currency or any currency unit, including without limitation ECU, except as provided in paragraph (b) below:
(1) Except as provided in subparagraph (a)(2) or in paragraph (e) below, payment of principal and premium, if any, on such Registered Security will be made at the Place of Payment by delivery of a check in the currency or currency unit in which the Security is denominated on the payment date against surrender of such Registered Security, and any interest on any Registered Security will be paid at the Place of Payment by mailing a check in the currency or currency unit in which such interest is payable (which shall be the same as that in which the Security is denominated unless otherwise provided) to the Person entitled thereto at the address of such Person appearing on the Security Register.
(2) Payment of the principal of, premium, if any, and interest, if any, on such Security, may also, subject to applicable laws and regulations, be made at other place or places as may be designated by the Company by any appropriate method.
(b) With respect to any Registered Security of any series denominated in any currency unit, including without limitation ECU, if the following provisions (or any substitute therefor, or addition thereto, not inconsistent with this Indenture) are established pursuant to Section 2.1 and if the Company has not, before delivery of the election referred to in clause (1) below, deposited funds or securities in compliance with Section 12.1 or clause (a) or (if specified pursuant to Section 2.1) clause (b) of Section 12.3 the following payment provisions shall apply to any payment to be made prior to the giving of any notice to Holders of any election to redeem pursuant to Section 3.5, except as otherwise provided in paragraphs (e) and (f) below:
(1) A Holder of Securities of a series shall have the option to elect to receive payments of principal of, premium, if any, and interest, if any, on such Securities in a currency or currency unit (including Dollars), other than that in which the Security is denominated. Such election, as designated in the certificates for such Securities (or as provided by Section 2.1 or a supplemental indenture thereto with respect to uncertificated securities), shall be made by delivering to the Trustee a written election, to be in form and substance satisfactory to the Trustee, not later than the close of business in The City of New York, on the day 15 days prior to the applicable payment date. Such election will remain in effect for such Holder until changed by the Holder by written notice to the Trustee (but any such written notice must be received by Trustee not later than the close of business on the day 15 days prior to the next payment date to be effective for the payment to be made on such payment date and no such change may be made with respect to payments to be made on any Security of such series with respect to which notice of redemption has been given by the Company pursuant to Article Three). Any Holder of any such Security who shall not have delivered any such election to the Trustee in, accordance with this paragraph (b) will be paid the amount due on the applicable payment date in the relevant currency unit as provided in paragraph (a) of this Section 2.11. Payment of principal of and premium, if any, shall be made on the payment date therefor against surrender of such Security. Payment of principal of, premium, if any, and interest, if any, shall be made at the Place of Payment by mailing at such location a check, in the applicable currency or currency unit, to the Holder entitled thereto at the address of such Holder appearing on the Security Register.
(2) Payment of the principal of, premium, if any, and interest, if any, on such Security may also, subject to applicable laws and regulations, be made at such other place or places as may be designated by the Company by any appropriate method.
(c) Payment of the principal of and premium, if any, and interest, if any, on any Bearer Security shall be made, except as provided in Section 2.4 with respect to temporary global Securities, unless otherwise specified pursuant to Section 2.1 and/or Section 10.1(h), at such place or places outside the United States as may be designated by the Company pursuant to any applicable laws or regulations by any appropriate method in the currency or currencies or currency unit or units in which the Security is payable (except as provided in paragraph (e) below) on the payment date therefor against surrender of the Bearer Security, in the case of payment of principal and premium, if any, or the relevant Coupon, in the case of payment of interest, if any, to a Paying Agent designated for such series pursuant to Section 4.2.
(d) Not later than 10 Business Days (with respect to any Place of Payment) prior to each payment date, the Trustee (and if a calculation agent is appointed with respect to any Securities bearing interest at a rate or rates determined by reference to an interest rate formula, such calculation agent with respect to such Securities) shall deliver to the Company a copy of its record of the respective aggregate amounts of principal of, premium, if any, and interest, if any, on the Securities to be made on such payment date, in the currency or currency unit in which each of the Securities is payable, specifying the amounts so payable in respect of Registered Securities and Bearer Securities and in respect of the Registered Securities as to which the Holders of Securities denominated in any currency unit shall have elected to be paid in another currency or currency unit as provided in paragraph (b) above. If the election referred to in paragraph (b) above has been provided for pursuant to Section 2.1 and if at least one Holder has made such election, then, not later than the fifth Business Day (with respect to any Place of Payment) prior to the applicable payment date the Company shall deliver to the Trustee an Exchange Rate Officer's Certificate in respect of the Dollar or Foreign Currency or currency unit payments to be made on such payment date. The Dollar or Foreign Currency or currency unit amount receivable by Holders of Registered Securities denominated in a currency unit who have elected payment in another currency or currency unit as provided in paragraph (b) above shall be determined by the Company on the basis of the applicable Official Currency Unit Exchange Rate set forth in the applicable Exchange Rate Officer's Certificate.
(e) If a Foreign Currency in which any Security is denominated or payable ceases to be recognized both by the government of the country which issued such currency and for the settlement of transactions by public institutions of or within the international banking community, or if ECU ceases to be used both within the European Monetary System and for the settlement of transactions by public institutions of or within the European Communities, or if any other currency unit in which a Security is denominated or payable ceases to be used for the purposes for which it was established, in each case determined in good faith by the Company, then with respect to each date for the payment of principal of, premium, if any, and interest, if any, on the applicable security denominated or payable in such Foreign Currency, ECU or such other currency unit occurring after the last date on which such Foreign Currency, ECU or such other currency unit was so recognized or used (the "Currency Conversion Date"), the Dollar shall become the currency of payment for use on each such payment date (but ECU or the Foreign Currency or the currency unit previously the currency of payment shall, at the Company's election, resume being the currency of payment on the first such payment date preceded by 15 Business Days during which the circumstances which gave rise to the Dollar becoming such currency no longer prevail, in each case as determined in good faith by the Company). The Dollar amount to be paid by the Company to the Trustee and by the Trustee or any Paying Agent to the Holder of such Security with respect to such payment date shall be the Dollar Equivalent of the Foreign Currency or, in the case of a currency unit, the Dollar Equivalent of the Currency Unit, as determined by the Exchange Rate Agent (which shall be delivered in writing to the Trustee not later than the fifth Business Day prior to the applicable payment date) as of the Currency Conversion Date or, if later, the date most recently preceding the payment date in question on which such determination is possible of performance, but not more than 15 days before such payment date (such Currency Conversion Date or date preceding a payment date as aforesaid being called the "Valuation Date") in the manner provided in paragraph (g) or (h) below.
(i) If the Holder of a Registered Security denominated in a currency unit elects payment in a specified Foreign Currency or currency unit as provided for by paragraph (b) and such Foreign Currency ceases to be used both by the government of the country which issued such currency and for the settlement of transactions by public institutions of or within the international banking community, in each case as determined in good faith by the Company, such Holder shall (subject to paragraph (e) above) receive payment in the currency unit in which the Security is denominated, and (ii) if ECU ceases to be used both within the European Monetary System and for the settlement of transactions by public institutions of or within the European Communities and such Registered Security is payable in such currency unit, or if any other such currency unit ceases to be used for the purposes for which it was established and such Registered Security is payable in such currency unit, in each case as determined in good faith by the Company, such Holder shall receive payment in Dollars. Each payment covered by an election pursuant to paragraph (b) above be governed by the provisions of this paragraph (f) (but, subject to any contravening valid election pursuant to paragraph (b) above, the specified Foreign Currency in case (i) or ECU or other currency unit in case (ii) shall, at the Company's election, resume being the currency or currency unit, as applicable, of payment with respect to Holders who have so elected, but only with respect to payments on payment dates preceded by 15 Business Days during which the circumstances which gave rise to such currency unit in case (i) or the Dollar in case (ii) becoming the currency unit or currency, as applicable, of payment, no longer prevails, in each case as determined in good faith by the Company).
(g) The Dollar Equivalent of the Foreign Currency" shall be determined by the Exchange Rate Agent as of each Valuation Date and shall be obtained by converting the specified Foreign Currency into Dollars at the Market Exchange Rate on the Valuation Date.
Appears in 1 contract
Samples: Multiple Series Indenture (Usx Corp)
Currency and Manner of Payments in Respect of Securities. The provisions of this Section shall apply to the Securities of any series unless otherwise specified pursuant to Section 2.1.
(a) The following payment provisions shall apply With respect to any Registered Security of any series Securities denominated in Dollars, a Dollars or Foreign Currency or any currency unit, including without limitation ECU, except as and with respect to Registered Securities denominated in ECU with respect to which the Holders of such Securities have not made the election provided for in paragraph (b) below, the following payment provisions shall apply:
(1) Except as provided in subparagraph (a)(2a) or (2) below, in paragraph paragraphs (e) and (j) below, payment of principal and premiumin the applicable Company Notice, if any, on such Registered or in the form or forms of any Series of Security, payment of the Principal of any Security will be made at the Place of Payment by delivery of a check in the currency or currency unit in which the Security is denominated on the payment date against surrender of such Registered Security, and any interest on any Security which is a Registered Security will be paid at the Place of Payment by mailing a check in the currency or currency unit in which such interest is payable (which shall be the same as that in which the Security is denominated unless otherwise provided) Securities were issued to the Person entitled thereto at the address of such Person appearing on the Security Registerregister. Unless otherwise provided in the Board Resolution establishing a Series or in the applicable Company Notice, if any, interest on any Security which is an Unregistered Security will be paid in the currency in which the Securities were issued in accordance with the provisions of subparagraph (c) below.
(2) Payment of the principal of, premium, if any, Principal of and interest, if any, interest on such Security, Security may also, subject to applicable laws and regulations, be made at such other place or places as may be designated by the Company by any appropriate method.
(b) With respect to any Registered Security of any series Securities denominated in any currency unit, including without limitation ECU, if the following provisions (or any substitute therefor, or addition thereto, not inconsistent with this Indenture) are established pursuant to Section 2.1 and if the Company has not, before delivery of the election referred to in clause (1) below, deposited funds or securities in compliance with Section 12.1 or clause (a) or (if specified pursuant to Section 2.1) clause (b) of Section 12.3 the following payment provisions shall apply to any payment to be made prior to the giving of any notice to Holders of any election to redeem pursuant to Section 3.5apply, except as otherwise provided in paragraphs (e) and (f) below:
(1) A Holder The Board of Directors may provide that with respect to any Series of such Securities of a series that Holders shall have the option to elect to receive payments of principal of, premium, if any, Principal of and interest, if any, interest on such Securities Security in a currency or currency unit (including Dollars), other than that in any of the currencies which the Security is denominated. Such election, as may be designated in the certificates for such Securities (or as provided by Section 2.1 or a supplemental indenture thereto with respect to uncertificated securities), shall be made election in such Security by delivering to the Trustee and the Company a written election, to be in form and substance satisfactory to the TrusteeTrustee and the Company, not later than the close of business in The City of New York, on the day 15 days prior to record date immediately preceding the applicable payment date. Such election will remain in effect for such Holder until changed by the Holder by written notice to the Trustee (but any such written notice change must be received by Trustee made not later than the close of business on the day 15 days prior to record date immediately preceding the next payment date to be effective for the payment to be made on such payment date and no such change may be made with respect to payments to be made on any Security of such series with respect to which notice of redemption has been given by the Company pursuant to Article Three). Any Holder of any such Security who shall not have delivered any such election to the Trustee in, accordance with this paragraph (b) not later than the close of business on the applicable record date will be paid the amount due on the applicable payment date in the relevant currency unit ECU as provided in paragraph (a) of this Section 2.112.5. Payment of principal of and premium, if any, Principal shall be made on the payment date therefor against surrender of such SecuritySecurities. Payment of principal of, premium, if any, Principal and interest, if any, interest shall be made at the Place of Payment by mailing at such location a check, check in the applicable currency or currency unit, to the Holder Person entitled thereto at the address of such Holder Person appearing on the Security Registerregister.
(2c) Payment To the extent provided in the Securities of the principal ofa Series, premium, if any, and (i) interest, if any, on Unregistered Securities shall be paid only against presentation and surrender of the coupons for such Security may also, subject to applicable laws interest installments as are evidenced thereby as they mature and regulations, be made at such other place or places (ii) original issue discount (as defined in Section 1273 of the Internal Revenue Code of 1986 as it may be designated by the Company by any appropriate method.
(c) Payment of the principal of and premium, if any, and interestamended from time to time), if any, on any Bearer Security Unregistered Securities shall be made, except as provided in Section 2.4 with respect to temporary global paid only against presentation and surrender of such Securities, unless otherwise specified pursuant to Section 2.1 and/or Section 10.1(h), in either case at such place or places the office of a Paying Agent located outside of the United States as may be designated by States, unless the Company pursuant to any applicable laws or regulations by any appropriate method shall have otherwise instructed the Trustee in writing and only in the currency or currencies or currency unit or units in which the Security is payable denominated (except as provided in paragraph (e) below) on the payment date therefor ). Principal of Unregistered Securities shall be paid only against presentation and surrender of the Bearer Security, thereof as provided in the case Securities of a Series and only in the currency in which the Security is denominated (except as provided in paragraph (e) below, the Board Resolution establishing such Series, or the applicable Company Notice, if any). If at the time a payment of principal and premiumPrincipal or interest, if any, or the relevant Coupon, in the case of payment of interestoriginal issue discount, if any, on an Unregistered Security or coupon shall become due, the payment of the full amount so payable at the office or offices of all the Paying Agents is illegal or effectively precluded because of the imposition of exchange controls or other similar restrictions on the payment of such amount in Dollars or Foreign Currency, then the Company may instruct the Trustee to make such payments at the office of a Paying Agent designated located in the United States, provided that provision for such series pursuant payment in the United States would not cause such Unregistered Security to Section 4.2be treated as a "registration-required obligation" under United States tax law and regulations.
(d) Not later than 10 the fourth Business Days (with respect to any Place of Payment) prior to Day after the record date for each payment date, the Trustee (and if a calculation agent is appointed with respect to any Securities bearing interest at a rate or rates determined by reference to an interest rate formula, such calculation agent with respect to such Securities) shall will deliver to the Company a copy of its record of written notice specifying the respective aggregate amounts of principal of, premium, if any, Principal of and interest, if any, interest on the Securities to be made on such payment date, in the currency or currency unit in which each of the Securities is payable, specifying the amounts so payable in respect of the Registered and the Unregistered Securities and Bearer Securities and the currencies or currency units in respect of the Registered Securities as to which the Holders of Securities denominated in any currency unit shall have elected such payments are to be paid in another currency or currency unit as provided in paragraph (b) abovemade. If the Board of Directors has provided for the election referred to in paragraph (b) above has been provided for pursuant to Section 2.1 and if at least one Holder has made such election, then, then not later than the fifth eighth Business Day (with respect to any Place of Payment) prior to the applicable payment following each record date the Company shall will deliver to the Trustee an Exchange Rate Officer's Certificate in respect of the Dollar or Foreign Currency or currency unit payments to be made on such payment date. The Dollar or Foreign Currency or currency unit amount receivable by Holders of Registered Securities denominated in a currency unit ECU who have elected payment in another such currency or currency unit as provided in paragraph (b) above shall be determined by the Company on the basis of the applicable Official Currency Unit ECU Exchange Rate set forth in the applicable Exchange Rate Officer's Certificate.
(e) If a the Foreign Currency in which any Security is denominated payments of Principal or payable interest are to be made ceases to be recognized used both by the government of the country which issued such currency and for the settlement of transactions by public institutions of or within the international banking community, or if the ECU ceases to be used both within the European Monetary System and for the settlement of transactions by public institutions of or within the European Communities, or if any other currency unit in which a Security is denominated or payable ceases to be used for the purposes for which it was established, in each case determined in good faith by the Company, then with respect to each date for the payment of principal of, premium, if any, Principal of and interest, if any, interest on the applicable security denominated or payable in such Foreign Currency, ECU or such other currency unit Securities occurring after the last date on which such the Foreign Currency, Currency or ECU or such other currency unit was so recognized or used (the "Currency Conversion Date"), the Dollar shall become be the currency of payment for use on each such payment date (but ECU or the Foreign Currency or the currency unit previously the currency of payment shall, at the Company's election, resume being the currency of payment on the first such payment date preceded by 15 Business Days during which the circumstances which gave rise to the Dollar becoming such currency no longer prevail, in each case as determined in good faith by the Company)date. The Dollar amount to be paid by the Company to the Trustee and by the Trustee or any Paying Agent to the Holder Holders of such Security Securities with respect to such payment date shall be the Dollar Equivalent of the Foreign Currency or, in the case of a currency unit, the Dollar Equivalent of the Currency Unit, as determined by the Exchange Rate Agent (which shall be delivered in writing to the Trustee not later than the fifth Business Day prior to the applicable payment date) as of the Currency Conversion Date or, if later, the date most recently preceding the payment date in question on which such determination is possible of performance, but not more than 15 days before such payment date (such Currency Conversion Date or date preceding a payment date as aforesaid being called the "Valuation Date") in the manner provided in paragraph (g) or (h) below.the
(if) If the Holder of a Registered Security denominated with respect to which payments of Principal or interest are to be made in a currency unit ECU elects payment in a specified Foreign Currency or currency unit as provided for by paragraph (b) and such Foreign Currency ceases to be used both by the government of the country which issued such currency and for the settlement of transactions by public institutions of or within the international banking community, in each case as determined in good faith by the Company, such Holder shall (subject to paragraph (e) above) receive payment in the currency unit in which the Security is denominatedECU, and (ii) if ECU ceases to be used both within the European Monetary System and for the settlement of transactions by public institutions of or within the European Communities and such Registered Security is payable in such currency unit, or if any other such currency unit ceases to be used for the purposes for which it was established and such Registered Security is payable in such currency unit, in each case as determined in good faith by the CompanyCommunities, such Holder shall receive payment in Dollars. Each payment covered by an election pursuant to paragraph (b) above be governed by the provisions of this paragraph (f) (but, subject to any contravening valid election pursuant to paragraph (b) above, the specified Foreign Currency in case (i) or ECU or other currency unit in case (ii) shall, at the Company's election, resume being the currency or currency unit, as applicable, of payment with respect to Holders who have so elected, but only with respect to payments on payment dates preceded by 15 Business Days during which the circumstances which gave rise to such currency unit in case (i) or the Dollar in case (ii) becoming the currency unit or currency, as applicable, of payment, no longer prevails, in each case as determined in good faith by the Company).
(g) The "Dollar Equivalent of the Foreign Currency" shall be determined by the Bank of Montreal--Foreign Exchange Rate Agent Desk as of each Valuation Date and shall be obtained by converting the specified Foreign Currency into Dollars at the Market Exchange Rate on the Valuation Date.
(h) The "Dollar Equivalent of the ECU" shall be determined by the Bank of Montreal--Foreign Exchange Desk as of each Valuation Date and shall be the sum obtained by adding together the results obtained by converting the Specified Amount of each Component Currency into Dollars at the Market Exchange Rate on the Valuation Date for such Component Currency.
(i) For purposes of this Section 2.5 the following terms shall have the following meanings:
Appears in 1 contract
Samples: Indenture (Union Tank Car Co)
Currency and Manner of Payments in Respect of Securities. The provisions of this Section shall apply to the Securities of any series unless otherwise specified pursuant to Section 2.1.
(a) The following payment provisions shall apply With respect to any Registered Security Securities of any series denominated in Dollars, a Dollars or in Foreign Currency or in any currency unit, including which hereafter shall include without limitation ECU, except as with respect to which the Holders of Securities of such series have not made the election provided for in paragraph (b) below, the following payment provisions shall apply:
(1) Except as provided in subparagraph (a)(2) or in paragraph (e) below, payment of the principal of and premium, if any, on such any Registered Security will be made at the Place of Payment by delivery of a check in the currency 49 - 39 - or currency unit in which the Security is denominated payable on the payment date against surrender of such Registered Security, and any interest on any Fully Registered Security will be paid at the Place of Payment by mailing a check in the currency or currency unit in which such interest is payable (which shall be the same as that in which the Security is denominated unless otherwise provided) to the Person entitled thereto at the address of such Person appearing on the Security Securities Register.
(2) Payment of the principal of, premium, if any, and interest, if any, (with respect to Fully Registered Securities only) interest on such Security, Security may also, subject to applicable laws and regulations, be made at such other place or places as may be designated by the Company or Guarantor by any appropriate method.
(b) With respect to any Registered Security Securities of any series denominated in any Foreign Currency or currency unit, including without limitation ECU, if the following provisions (or any substitute therefor, or addition thereto, not inconsistent with this Indenture) are established pursuant to Section 2.1 and if the Company has not, before delivery of the election referred to in clause (1) below, deposited funds or securities in compliance with Section 12.1 or clause (a) or (if specified pursuant to Section 2.1) clause (b) of Section 12.3 unit the following payment provisions shall apply to any payment to be made prior to the giving of any notice to Holders of any election to redeem pursuant to Section 3.5apply, except as otherwise provided in paragraphs (e) and (f) below:
(1) A Holder of It may be provided pursuant to Section 3.01 with respect to the Securities of a such series that Holders shall have the option to elect to receive payments of principal of, premium, if any, and (with respect to Fully Registered Securities only) interest, if any, on such Securities in a currency or currency unit (including Dollars), other than that in any of the currencies which the Security is denominated. Such election, as may be designated in the certificates for such election in such Securities (or as provided by Section 2.1 or a supplemental indenture thereto with respect to uncertificated securities), shall be made by delivering to the Trustee a written election, to be in form and substance satisfactory to the Trustee, not later than prior to the close of business in The City of New York, on the day 15 days prior to record date immediately preceding the applicable payment date. Such election will remain in effect for such Holder until changed by the Holder by written notice to the Trustee (but any such written notice change must be received by Trustee not later than made prior to the close of business on the day 15 days prior to record date immediately preceding the next payment date to be effective for the payment to be made on such payment date and no such change may be made with respect to payments to be made on any Security of such series with respect to which notice of redemption has been given by the Company pursuant to Article ThreeFour). Any Holder of any such Security who shall not have delivered any such election to the Trustee in, accordance with this paragraph (b) prior to the close of business on the applicable record date will be paid the amount due on the applicable payment date in the relevant currency unit as provided in paragraph (a) of this Section 2.113.11. Payment of principal of and premium, if any, shall be made on the payment date therefor against surrender of such Security. Payment of principal of, premium, if any, and interest, if any, shall be made at the Place of Payment by mailing at such location a check, in the applicable currency or currency unit, to the Holder Person entitled thereto at the address of such Holder Person appearing on the Security Securities Register.
(2) Payment of the principal of, premium, if any, and (with respect to Fully Registered Securities only) interest, if any, on such Security may also, subject to applicable laws and regulations, be made at such other place or places as may be designated by the Company or Guarantor by any appropriate method.
(c) Payment of the principal of and premium, if any, and interest, if any, on any Bearer Unregistered Security shall and of interest on any Coupon Security will be made, except as provided in Section 2.4 with respect to temporary global Securities, made unless otherwise specified pursuant to Section 2.1 and/or 3.01 or Section 10.1(h), 9.01(6) by a Paying Agent at such place or places outside the United States as may be designated by the Company or Guarantor pursuant to any applicable laws or regulations by any appropriate method in the currency or currencies or currency unit or units in which the Security is payable (except as provided in paragraph (e) below) on the payment date therefor against surrender of the Bearer Unregistered Security, in the case of payment of principal and premium, if any, or the relevant Coupon, in the case of payment of interest, if any. Except as provided in paragraph (e) below, payment with respect to a Paying Agent designated for Unregistered Securities and Coupons will be made by check, subject to any limitations on the methods of effecting such series pursuant to payment as shall be specified in the terms of the Security established as provided in Section 4.23.01 and Section 9.01(6) and as shall be required under applicable laws and regulations.
(d) Not later than 10 the fourth Business Days (with respect to any Place of Payment) prior to Day after the record date for each payment date, the Trustee (and if a calculation agent is appointed with respect to any Securities bearing interest at a rate or rates determined by reference to an interest rate formula, such calculation agent with respect to such Securities) shall will deliver to the Company and the Guarantor a copy written notice specifying, in the currency or currency unit in which each series of its record of the Securities is payable, the respective aggregate amounts of principal of, premium, if any, and interest, if any, on the Securities to be made on such payment date, in the currency or currency unit in which each of the Securities is payable, specifying the amounts so payable in respect of Fully Registered Securities, Registered Securities with Coupons and Bearer Unregistered Securities and in respect of the Registered Securities as to which the Holders of Securities denominated in any currency unit shall have elected to be paid in another currency or currency unit as provided in paragraph (b) above. If the election referred to in paragraph (b) above has been provided for pursuant to Section 2.1 3.01 and if at least one Holder has made such election, then, not later than the fifth second Business Day (with respect to any Place of Payment) prior to the applicable preceding each payment date the Company shall will deliver to the Trustee and each Paying Agent an Exchange Rate Officer's Certificate in respect of the Dollar or Foreign Currency or currency unit payments to be made on such payment date. The Dollar or Foreign Currency or currency unit amount receivable by Holders of Registered Securities denominated in a currency unit who have elected payment in another such currency or currency unit as provided in paragraph (b) above shall be determined by the Company on the basis of the applicable Official Currency Unit Exchange Rate set forth in the applicable Exchange Rate Officer's Certificate.
(e) If a Foreign Currency in which any Security is of the Securities are denominated or payable ceases to be recognized used both by the government of the country which issued such currency and for the settlement of transactions by public institutions of or within the international banking community, or if the ECU ceases to be used both within the European Monetary System and for the settlement of transactions by public institutions of or within the European Communities, or if any other currency unit in which a Security is denominated or payable ceases to be used for the purposes for which it was established, in each case determined in good faith by the Company, then with respect to each date for the payment of principal of, or premium, if any, and interest, if any, on the applicable security Securities denominated or payable in such Foreign Currency, the ECU or such other currency unit occurring after the last date on which such Foreign Currency, the ECU or such other currency unit was so recognized or used (the "Currency Conversion Date"), the Dollar shall become be the currency of payment for use on each such payment date (but ECU or the Foreign Currency or the currency unit previously the currency of payment shall, at the Company's election, resume being the currency of payment on the first such payment date preceded by 15 Business Days during which the circumstances which gave rise to the Dollar becoming such currency no longer prevail, in each case as determined in good faith by the Company)date. The Dollar amount to be paid by the Company or the Guarantor to the Trustee Paying Agent and by the Trustee or any Paying Agent to the Holder Holders of such Security Securities with respect to such payment date shall be the Dollar Equivalent of the Foreign Currency or, in the case of a currency unit, the Dollar Equivalent of the Currency Unit, Unit as determined by the Exchange Rate Dollar Determination Agent (which shall be delivered in writing to the Trustee not later than the fifth Business Day prior to the applicable payment date) as of the Currency Conversion Date orrecord date, if laterany, with respect to any Interest Payment Date, or the date most recently preceding fifteenth day before the payment date in question on which such determination is possible Maturity of performance, but not more than 15 days before such payment date an installment of principal (such Currency Conversion Date or date preceding a payment date as aforesaid being called the "Valuation Date") ), in the manner provided in paragraph (g) or (h) below.
(if) If the Holder of a Registered Security denominated in a currency unit elects payment in a specified Foreign Currency or currency unit as provided for by paragraph (b) and such Foreign Currency ceases to be used both by the government of the country which issued such currency and for the settlement of transactions by public institutions of or within the international banking community, in each case as determined in good faith by the Company, such Holder shall (subject to paragraph (e) above) receive payment in the such currency unit in which the Security is denominatedunit, and (ii) if ECU ceases to be used both within the European Monetary System and for the settlement of transactions by public institutions of or within the European Communities and such Registered Security is payable in such currency unitCommunities, or if any other such currency unit ceases to be used for the purposes for which it was established and such Registered Security is payable in such currency unit, in each case as determined in good faith by the Companyestablished, such Holder shall receive payment in Dollars. Each payment covered by an election pursuant to paragraph (b) above be governed by the provisions of this paragraph (f) (but, subject to any contravening valid election pursuant to paragraph (b) above, the specified Foreign Currency in case (i) or ECU or other currency unit in case (ii) shall, at the Company's election, resume being the currency or currency unit, as applicable, of payment with respect to Holders who have so elected, but only with respect to payments on payment dates preceded by 15 Business Days during which the circumstances which gave rise to such currency unit in case (i) or the Dollar in case (ii) becoming the currency unit or currency, as applicable, of payment, no longer prevails, in each case as determined in good faith by the Company).
(g) The "Dollar Equivalent of the Foreign Currency" shall be determined by by, and shall be set forth in a certificate delivered to the Exchange Rate Company, the Guarantor, the Trustee and each Paying Agent of, the Dollar Determination Agent as of each Valuation Date and shall be obtained by converting the specified Foreign Currency into Dollars at the Market Exchange Rate on the Valuation Date.
Appears in 1 contract
Samples: Indenture (PNC Funding Corp)
Currency and Manner of Payments in Respect of Securities. The provisions of this Section shall apply to the Securities of any series unless otherwise specified pursuant to Section 2.1.
(a) The following payment provisions shall apply With respect to any Registered Security Securities of any series denominated in Dollars, a Dollars or Foreign Currency or and with respect to Registered Securities of any series denominated in any currency unit, including including, without limitation limitation, ECU, except as with respect to which the Holders of Securities of such series have not made the election provided for in paragraph (b) below, the following payment provisions shall apply:
(1) Except as provided in subparagraph (a)(2) or in paragraph (e) below, payment of the principal of and premium, if any, on such any Registered Security will be made at the Place of Payment by delivery of a check in the currency or currency unit in which the Security is denominated payable on the payment date against surrender of such Registered Security, and any interest on any Fully Registered Security will be paid at the Place of Payment by mailing a check in the currency or currency unit in which such interest is payable (which shall be the same as that in which the Security is denominated unless otherwise provided) to the Person entitled thereto at the address of such Person appearing on the Security Securities Register.
(2) Payment of the principal of, premium, if any, and interest, if any, (with respect to Fully Registered Securities only) interest on such Security, Security may also, subject to applicable laws and regulations, be made at such other place or places as may be designated by the Company Issuer by any appropriate method.
(b) With respect to any Registered Security Securities of any series denominated in any Foreign Currency or currency unit, including including, without limitation limitation, ECU, if the following provisions (or any substitute therefor, or addition thereto, not inconsistent with this Indenture) are established pursuant to Section 2.1 and if the Company has not, before delivery of the election referred to in clause (1) below, deposited funds or securities in compliance with Section 12.1 or clause (a) or (if specified pursuant to Section 2.1) clause (b) of Section 12.3 the following payment provisions shall apply to any payment to be made prior to the giving of any notice to Holders of any election to redeem pursuant to Section 3.5apply, except as otherwise provided in paragraphs (e) and (f) below:
(1) A Holder of It may be provided pursuant to Section 3.1 with respect to the Securities of a such series that Holders shall have the option to elect to receive payments of principal of, premium, if any, and (with respect to Fully Registered Securities only) interest, if any, on such Securities in a currency or currency unit (including Dollars), other than that in any of the currencies which the Security is denominated. Such election, as may be designated in the certificates for such election in such Securities (or as provided by Section 2.1 or a supplemental indenture thereto with respect to uncertificated securities), shall be made by delivering to the Trustee a written election, to be in form and substance satisfactory to the Trustee, not later than the close of business in The City of New York, on the day 15 days prior to record date immediately preceding the applicable payment date. Such election will remain in effect for such Holder until changed by the Holder by written notice to the Trustee (but any such written notice change must be received by Trustee made not later than the close of business on the day 15 days prior to record date immediately preceding the next payment date to be effective for the payment to be made on such payment date and no such change may be made with respect to payments to be made on any Security of such series with respect to which notice of redemption has been given by the Company Issuer pursuant to Article ThreeFourteen). Any Holder of any such Security Security, who shall not have delivered any such election to the Trustee in, accordance with this paragraph (b) not later than the close of business on the applicable record date will be paid the amount due on the applicable payment date in the relevant currency unit as provided in paragraph (a) of this Section 2.113.12. Payment of principal of and premium, if any, shall be made on the payment date therefor against surrender of such Security. Payment of principal of, premium, if any, and (with respect to Fully Registered Securities only) interest, if any, shall be made at the Place of Payment by mailing at such location a check, in the applicable currency or currency unit, to the Holder Person entitled thereto at the address of such Holder Person appearing on the Security Securities Register.
(2) Payment of the principal of, premium, if any, and (with respect to Fully Registered Securities only) interest, if any, on such Security may also, subject to applicable laws and regulations, be made at such other place or places as may be designated by the Company Issuer by any appropriate method.
(c) Payment of the principal of of, and premium, if any, and interest, if any, on any Bearer Unregistered Security shall and of interest on any Coupon Security will be made, except as provided in Section 2.4 with respect to temporary global Securities, made unless otherwise specified pursuant to Section 2.1 and/or 3.1 or Section 10.1(h), 10.1(f) by a Paying Agent at such place or places outside the United States as may be designated by the Company Issuer pursuant to any applicable laws or regulations by any appropriate method in the currency or currencies or currency unit or units in which the Security is payable (except as provided in paragraph (e) below) on the payment date therefor against surrender of the Bearer Unregistered Security, in the case of payment of principal and premium, if any, or the relevant Coupon, in the case of payment of interest, if any. Except as provided in paragraph (e) below, payment with respect to a Paying Agent designated for Unregistered Securities and Coupons will be made by check, subject to any limitations on the methods of effecting such series pursuant to payment as shall be specified in the terms of the Security established as provided in Section 4.23.1 and Section 10.1(f) and as shall be required under applicable laws and regulations.
(d) Not later than 10 the fourth Business Days (with respect to any Place of Payment) prior to Day after the record date for each payment date, the Trustee (and if a calculation agent is appointed with respect to any Securities bearing interest at a rate or rates determined by reference to an interest rate formula, such calculation agent with respect to such Securities) shall will deliver to the Company Issuer a copy written notice specifying, in the currency or currency unit in which each series of its record of the Securities is payable, the respective aggregate amounts of principal of, premium, if any, and interest, if any, on the Securities to be made on such payment date, in the currency or currency unit in which each of the Securities is payable, specifying the amounts so payable in respect of Fully Registered Securities, Registered Securities with Coupons and Bearer Unregistered Securities and in respect of the Registered Securities as to which the Holders of Securities denominated in any currency unit shall have elected to be paid in another currency or currency unit as provided in paragraph (b) above. If the election referred to in paragraph (b) above has been provided for pursuant to Section 2.1 3.1 and if at least one Holder has made such election, then, not later than the fifth eighth Business Day (with respect to any Place of Payment) prior to the applicable payment following each record date the Company shall Issuer will deliver to the Trustee and each Paying Agent an Exchange Rate Officer's Certificate in respect of the Dollar or Foreign Currency or currency unit payments to be made on such payment date. The Dollar or Foreign Currency or currency unit amount receivable by Holders of Registered Securities denominated in a currency unit who have elected payment in another such currency or currency unit as provided in paragraph (b) above shall be determined by the Company Issuer on the basis of the applicable Official Currency Unit Exchange Rate set forth in the applicable Exchange Rate Officer's Certificate.
(e) If a Foreign Currency in which any Security is of the Securities are denominated or payable ceases to be recognized used both by the government of the country which issued such currency and for the settlement of transactions by public institutions of or within the international banking community, or if the ECU ceases to be used both within the European Monetary System and for the settlement of transactions by public institutions of or within the European Communities, or if any other currency unit in which a Security is denominated or payable ceases to be used for the purposes for which it was established, in each case determined in good faith by the Companythen, then with respect to each date for the payment of principal of, or premium, if any, and interest, if any, on the applicable security Securities denominated or payable in such Foreign Currency, the ECU or such other currency unit occurring after the last date on which such Foreign Currency, the ECU or such other currency unit was so recognized or used (the "Currency Conversion Date"), the Dollar shall become be the currency of payment for use on each such payment date (but ECU or the Foreign Currency or the currency unit previously the currency of payment shall, at the Company's election, resume being the currency of payment on the first such payment date preceded by 15 Business Days during which the circumstances which gave rise to the Dollar becoming such currency no longer prevail, in each case as determined in good faith by the Company)date. The Dollar amount to be paid by the Company Issuer to the Trustee Paying Agent and by the Trustee or any Paying Agent to the Holder Holders of such Security Securities with respect to such payment date shall be the Dollar Equivalent of the Foreign Currency or, in the case of a currency unit, the Dollar Equivalent of the Currency Unit, currency unit as determined by the Exchange Rate Dollar Determination Agent (which shall be delivered in writing to the Trustee not later than the fifth Business Day prior to the applicable payment date) as of the Currency Conversion Date orrecord date, if laterany, the date most recently preceding the payment date in question on which such determination is possible of performance, but not more than 15 days before such payment date (such Currency Conversion with respect to any Interest Payment Date or date preceding a payment date as aforesaid being called the fifteenth day before the Maturity of an installment of principal (the "Valuation Date") ), in the manner provided in paragraph (g) or (h) below.
(if) If the Holder of a Registered Security denominated in a currency unit elects payment in a specified Foreign Currency or currency unit as provided for by paragraph (b) above and such Foreign Currency ceases to be used both by the government of the country which issued such currency and for the settlement of transactions by public institutions of or within the international banking community, in each case as determined in good faith by the Company, such Holder shall (subject to paragraph (e) above) receive payment in the such currency unit in which the Security is denominatedunit, and (ii) if ECU ceases to be used both within the European Monetary System and for the settlement of transactions by public institutions of or within the European Communities and such Registered Security is payable in such currency unitCommunities, or if any other such currency unit ceases to be used for the purposes for which it was established and such Registered Security is payable in such currency unit, in each case as determined in good faith by the Companyestablished, such Holder shall receive payment in Dollars. Each payment covered by an election pursuant to paragraph (b) above be governed by the provisions of this paragraph (f) (but, subject to any contravening valid election pursuant to paragraph (b) above, the specified Foreign Currency in case (i) or ECU or other currency unit in case (ii) shall, at the Company's election, resume being the currency or currency unit, as applicable, of payment with respect to Holders who have so elected, but only with respect to payments on payment dates preceded by 15 Business Days during which the circumstances which gave rise to such currency unit in case (i) or the Dollar in case (ii) becoming the currency unit or currency, as applicable, of payment, no longer prevails, in each case as determined in good faith by the Company).
(g) The "Dollar Equivalent of the Foreign Currency" shall be determined by by, and shall be set forth in a certificate delivered to the Exchange Rate Issuer, the Trustee and each Paying Agent of, the Dollar Determination Agent as of each Valuation Date and shall be obtained by converting the specified Foreign Currency into Dollars at the Market Exchange Rate on the Valuation Date.
Appears in 1 contract
Samples: Indenture (Itt Corp /Nv/)
Currency and Manner of Payments in Respect of Securities. The provisions of this Section shall apply to the Securities of any series unless otherwise specified pursuant to Section 2.1.
(a) The following payment provisions shall apply to any Registered Security of any series denominated in Dollars, a Foreign Currency or any currency unit, including without limitation ECU, except as provided in paragraph (b) below:
(1) Except as provided in subparagraph (a)(2) or in paragraph (e) below, payment of principal and premium, if any, on such Registered Security will be made at the Place of Payment by delivery of a check in the currency or currency unit in which the Security is denominated on the payment date against surrender of such Registered Security, and any interest on any Registered Security will be paid at the Place of Payment by mailing a check in the currency or currency unit in which such interest is payable (which shall be the same as that in which the Security is denominated unless otherwise provided) to the Person entitled thereto at the address of such Person appearing on the Security Register.
(2) Payment of the principal of, premium, if any, and interest, if any, any on such Security, Security may also, subject to applicable laws and regulations, be made at other place or places as may be designated by the Company by any appropriate method.
(b) With respect to any Registered Security of any series denominated in any currency unit, including without limitation ECU, if the following provisions (or any substitute therefor, or addition thereto, not inconsistent with this Indenture) are established pursuant to Section 2.1 and if the Company has not, before delivery of the election referred to in clause (1) below, deposited funds or securities in compliance with Section 12.1 or clause (a) or (if specified pursuant to Section 2.1) clause (b) of Section 12.3 the following payment provisions shall apply to any payment to be made prior to the giving of any notice to Holders of any election to redeem pursuant to Section 3.5, except as otherwise provided in paragraphs (e) and (f) below:
(1) A Holder of Securities of a series shall have the option to elect to receive payments of principal of, premium, if any, and interest, if any, on such Securities in a currency or currency unit (including Dollars), other than that in which the Security is denominated. Such election, as designated in the certificates for such Securities (or as provided by Section 2.1 or a supplemental indenture thereto with respect to uncertificated securities), shall be made by delivering to the Trustee a written election, to be in form and substance satisfactory to the Trustee, not later than the close of business in The City of New York, on the day 15 days prior to the applicable payment date. Such election will remain in effect for such Holder until changed by the Holder by written notice to the Trustee (but any such written notice must be received by Trustee not later than the close of business on the day 15 days prior to the next payment date to be effective for the payment to be made on such payment date and no such change may be made with respect to payments to be made on any Security of such series with respect to which notice of redemption has been given by the Company pursuant to Article Three). Any Holder of any such Security who shall not have delivered any such election to the Trustee in, accordance with this paragraph (b) will be paid the amount due on the applicable payment date in the relevant currency unit as provided in paragraph (a) of this Section 2.11. Payment of principal of and premium, if any, shall be made on the payment date therefor against surrender of such Security. Payment of principal of, premium, if any, and interest, if any, shall be made at the Place of Payment by mailing at such location a check, in the applicable currency or currency unit, to the Holder entitled thereto at the address of such Holder appearing on the Security Register.
(2) Payment of the principal of, premium, if any, and interest, if any, on such Security may also, subject to applicable laws and regulations, be made at such other place or places as may be designated by the Company by any appropriate method.
(c) Payment of the principal of and premium, if any, and interest, if any, on any Bearer Security shall be made, except as provided in Section 2.4 with respect to temporary global Securities, unless otherwise specified pursuant to Section 2.1 and/or Section 10.1(h), at such place or places outside the United States as may be designated by the Company pursuant to any applicable laws or regulations by any appropriate method in the currency or currencies or currency unit or units in which the Security is payable (except as provided in paragraph (e) below) on the payment date therefor against surrender of the Bearer Security, in the case of payment of principal and premium, if any, or the relevant Coupon, in the case of payment of interest, if any, to a Paying Agent designated for such series pursuant to Section 4.2.
(d) Not later than 10 Business Days (with respect to any Place of Payment) prior to each payment date, the Trustee (and if a calculation agent is appointed with respect to any Securities bearing interest at a rate or rates determined by reference to an interest rate formula, such calculation agent with respect to such Securities) shall deliver to the Company a copy of its record of the respective aggregate amounts of principal of, premium, if any, and interest, if any, on the Securities to be made on such payment date, in the currency or currency unit in which each of the Securities is payable, specifying the amounts so payable in respect of Registered Securities and Bearer Securities and in respect of the Registered Securities as to which the Holders of Securities denominated in any currency unit shall have elected to be paid in another currency or currency unit as provided in paragraph (b) above. If the election referred to in paragraph (b) above has been provided for pursuant to Section 2.1 and if at least one Holder has made such election, then, not later than the fifth Business Day (with respect to any Place of Payment) prior to the applicable payment date the Company shall deliver to the Trustee an Exchange Rate Officer's Certificate in respect of the Dollar or Foreign Currency or currency unit payments to be made on such payment date. The Dollar or Foreign Currency or currency unit amount receivable by Holders of Registered Securities denominated in a currency unit who have elected payment in another currency or currency unit as provided in paragraph (b) above shall be determined by the Company on the basis of the applicable Official Currency Unit Exchange Rate set forth in the applicable Exchange Rate Officer's Certificate.
(e) If a Foreign Currency in which any Security is denominated or payable ceases to be recognized both by the government of the country which issued such currency and for the settlement of transactions by public institutions of or within the international banking community, or if ECU ceases to be used both within the European Monetary System and for the settlement of transactions by public institutions of or within the European Communities, or if any other currency unit in which a Security is denominated or payable ceases to be used for the purposes for which it was established, in each case determined in good faith by the Company, then with respect to each date for the payment of principal of, premium, if any, and interest, if any, on the applicable security denominated or payable in such Foreign Currency, ECU or such other currency unit occurring after the last date on which such Foreign Currency, ECU or such other currency unit was so recognized or used (the "Currency Conversion Date"), the Dollar shall become the currency of payment for use on each such payment date (but ECU or the Foreign Currency or the currency unit previously the currency of payment shall, at the Company's election, resume being the currency of payment on the first such payment date preceded by 15 Business Days during which the circumstances which gave rise to the Dollar becoming such currency no longer prevail, in each case as determined in good faith by the Company). The Dollar amount to be paid by the Company to the Trustee and by the Trustee or any Paying Agent to the Holder of such Security with respect to such payment date shall be the Dollar Equivalent of the Foreign Currency or, in the case of a currency unit, the Dollar Equivalent of the Currency Unit, as determined by the Exchange Rate Agent (which shall be delivered in writing to the Trustee not later than the fifth Business Day prior to the applicable payment date) as of the Currency Conversion Date or, if later, the date most recently preceding the payment date in question on which such determination is possible of performance, but not more than 15 days before such payment date (such Currency Conversion Date or date preceding a payment date as aforesaid being called the "Valuation Date") in the manner provided in paragraph (g) or (h) below.
(i) If the Holder of a Registered Security denominated in a currency unit elects payment in a specified Foreign Currency or currency unit as provided for by paragraph (b) and such Foreign Currency ceases to be used both by the government of the country which issued such currency and for the settlement of transactions by public institutions of or within the international banking community, in each case as determined in good faith by the Company, such Holder shall (subject to paragraph (e) above) receive payment in the currency unit in which the Security is denominated, and (ii) if ECU ceases to be used both within the European Monetary System and for the settlement of transactions by public institutions of or within the European Communities and such Registered Security is payable in such currency unit, or if any other such currency unit ceases to be used for the purposes for which it was established and such Registered Security is payable in such currency unit, in each case as determined in good faith by the Company, such Holder shall receive payment in Dollars. Each payment covered by an election pursuant to paragraph (b) above be governed by the provisions of this paragraph (f) (but, subject to any contravening valid election pursuant to paragraph (b) above, the specified Foreign Currency in case (i) or ECU or other currency unit in case (ii) shall, at the Company's election, resume being the currency or currency unit, as applicable, of payment with respect to Holders who have so elected, but only with respect to payments on payment dates preceded by 15 Business Days during which the circumstances which gave rise to such currency unit in case (i) or the Dollar in case (ii) becoming the currency unit or currency, as applicable, of payment, no longer prevails, in each case as determined in good faith by the Company).
(g) The Dollar Equivalent of the Foreign Currency" shall be determined by the Exchange Rate Agent as of each Valuation Date and shall be obtained by converting the specified Foreign Currency into Dollars at the Market Exchange Rate on the Valuation Date.
Appears in 1 contract
Currency and Manner of Payments in Respect of Securities. The provisions of this Section shall apply to the Securities of any series unless otherwise specified pursuant to Section 2.1.
(a) The following payment provisions shall apply With respect to any Registered Security Securities of any series denominated in Dollars, a Dollars or Foreign Currency or and with respect to Registered Securities of any series denominated in any currency unit, including including, without limitation limitation, ECU, except as with respect to which the Holders of Securities of such series have not made the election provided for in paragraph (b) below, the following payment provisions shall apply:
(1) Except as provided in subparagraph (a)(2) or in paragraph (e) below, payment of the principal of and premium, if any, on such any Registered Security will be made at the Place of Payment by delivery of a check in the currency or currency unit in which the Security is denominated payable on the payment date against surrender of such Registered Security, and any interest on any Fully Registered Security will be paid at the Place of Payment by mailing a check in the currency or currency unit in which such interest is payable (which shall be the same as that in which the Security is denominated unless otherwise provided) to the Person entitled thereto at the address of such Person appearing on the Security Securities Register.
(2) Payment of the principal of, premium, if any, and interest, if any, (with respect to Fully Registered Securities only) interest on such Security, Security may also, subject to applicable laws and regulations, be made at such other place or places as may be designated by the Company Issuer by any appropriate method.
(b) With respect to any Registered Security Securities of any series denominated in any Foreign Currency or currency unit, including including, without limitation limitation, ECU, if the following provisions (or any substitute therefor, or addition thereto, not inconsistent with this Indenture) are established pursuant to Section 2.1 and if the Company has not, before delivery of the election referred to in clause (1) below, deposited funds or securities in compliance with Section 12.1 or clause (a) or (if specified pursuant to Section 2.1) clause (b) of Section 12.3 the following payment provisions shall apply to any payment to be made prior to the giving of any notice to Holders of any election to redeem pursuant to Section 3.5apply, except as otherwise provided in paragraphs (e) and (f) below:
(1) A Holder of It may be provided pursuant to Section 3.1 with respect to the Securities of a such series that Holders shall have the option to elect to receive payments of principal of, premium, if any, and (with respect to Fully Registered Securities only) interest, if any, on such Securities in a currency or currency unit (including Dollars), other than that in any of the currencies which the Security is denominated. Such election, as may be designated in the certificates for such election in such Securities (or as provided by Section 2.1 or a supplemental indenture thereto with respect to uncertificated securities), shall be made by delivering to the Trustee a written election, to be in form and substance satisfactory to the Trustee, not later than the close of business in The City of New York, on the day 15 days prior to record date immediately preceding the applicable payment date. Such election will remain in effect for such Holder until changed by the Holder by written notice to the Trustee (but any such written notice change must be received by Trustee made not later than the close of business on the day 15 days prior to record date immediately preceding the next payment date to be effective for the payment to be made on such payment date and no such change may be made with respect to payments to be made on any Security of such series with respect to which notice of redemption has been given by the Company Issuer pursuant to Article Three). Any Holder of any such Security who shall not have delivered any such election to the Trustee in, accordance with this paragraph (b) will be paid the amount due on the applicable payment date in the relevant currency unit as provided in paragraph (a) of this Section 2.11. Payment of principal of and premium, if any, shall be made on the payment date therefor against surrender of such Security. Payment of principal of, premium, if any, and interest, if any, shall be made at the Place of Payment by mailing at such location a check, in the applicable currency or currency unit, to the Holder entitled thereto at the address of such Holder appearing on the Security Register.
(2) Payment of the principal of, premium, if any, and interest, if any, on such Security may also, subject to applicable laws and regulations, be made at such other place or places as may be designated by the Company by any appropriate method.
(c) Payment of the principal of and premium, if any, and interest, if any, on any Bearer Security shall be made, except as provided in Section 2.4 with respect to temporary global Securities, unless otherwise specified pursuant to Section 2.1 and/or Section 10.1(h), at such place or places outside the United States as may be designated by the Company pursuant to any applicable laws or regulations by any appropriate method in the currency or currencies or currency unit or units in which the Security is payable (except as provided in paragraph (e) below) on the payment date therefor against surrender of the Bearer Security, in the case of payment of principal and premium, if any, or the relevant Coupon, in the case of payment of interest, if any, to a Paying Agent designated for such series pursuant to Section 4.2.
(d) Not later than 10 Business Days (with respect to any Place of Payment) prior to each payment date, the Trustee (and if a calculation agent is appointed with respect to any Securities bearing interest at a rate or rates determined by reference to an interest rate formula, such calculation agent with respect to such Securities) shall deliver to the Company a copy of its record of the respective aggregate amounts of principal of, premium, if any, and interest, if any, on the Securities to be made on such payment date, in the currency or currency unit in which each of the Securities is payable, specifying the amounts so payable in respect of Registered Securities and Bearer Securities and in respect of the Registered Securities as to which the Holders of Securities denominated in any currency unit shall have elected to be paid in another currency or currency unit as provided in paragraph (b) above. If the election referred to in paragraph (b) above has been provided for pursuant to Section 2.1 and if at least one Holder has made such election, then, not later than the fifth Business Day (with respect to any Place of Payment) prior to the applicable payment date the Company shall deliver to the Trustee an Exchange Rate Officer's Certificate in respect of the Dollar or Foreign Currency or currency unit payments to be made on such payment date. The Dollar or Foreign Currency or currency unit amount receivable by Holders of Registered Securities denominated in a currency unit who have elected payment in another currency or currency unit as provided in paragraph (b) above shall be determined by the Company on the basis of the applicable Official Currency Unit Exchange Rate set forth in the applicable Exchange Rate Officer's Certificate.
(e) If a Foreign Currency in which any Security is denominated or payable ceases to be recognized both by the government of the country which issued such currency and for the settlement of transactions by public institutions of or within the international banking community, or if ECU ceases to be used both within the European Monetary System and for the settlement of transactions by public institutions of or within the European Communities, or if any other currency unit in which a Security is denominated or payable ceases to be used for the purposes for which it was established, in each case determined in good faith by the Company, then with respect to each date for the payment of principal of, premium, if any, and interest, if any, on the applicable security denominated or payable in such Foreign Currency, ECU or such other currency unit occurring after the last date on which such Foreign Currency, ECU or such other currency unit was so recognized or used (the "Currency Conversion Date"), the Dollar shall become the currency of payment for use on each such payment date (but ECU or the Foreign Currency or the currency unit previously the currency of payment shall, at the Company's election, resume being the currency of payment on the first such payment date preceded by 15 Business Days during which the circumstances which gave rise to the Dollar becoming such currency no longer prevail, in each case as determined in good faith by the Company). The Dollar amount to be paid by the Company to the Trustee and by the Trustee or any Paying Agent to the Holder of such Security with respect to such payment date shall be the Dollar Equivalent of the Foreign Currency or, in the case of a currency unit, the Dollar Equivalent of the Currency Unit, as determined by the Exchange Rate Agent (which shall be delivered in writing to the Trustee not later than the fifth Business Day prior to the applicable payment date) as of the Currency Conversion Date or, if later, the date most recently preceding the payment date in question on which such determination is possible of performance, but not more than 15 days before such payment date (such Currency Conversion Date or date preceding a payment date as aforesaid being called the "Valuation Date") in the manner provided in paragraph (g) or (h) below.
(i) If the Holder of a Registered Security denominated in a currency unit elects payment in a specified Foreign Currency or currency unit as provided for by paragraph (b) and such Foreign Currency ceases to be used both by the government of the country which issued such currency and for the settlement of transactions by public institutions of or within the international banking community, in each case as determined in good faith by the Company, such Holder shall (subject to paragraph (e) above) receive payment in the currency unit in which the Security is denominated, and (ii) if ECU ceases to be used both within the European Monetary System and for the settlement of transactions by public institutions of or within the European Communities and such Registered Security is payable in such currency unit, or if any other such currency unit ceases to be used for the purposes for which it was established and such Registered Security is payable in such currency unit, in each case as determined in good faith by the Company, such Holder shall receive payment in Dollars. Each payment covered by an election pursuant to paragraph (b) above be governed by the provisions of this paragraph (f) (but, subject to any contravening valid election pursuant to paragraph (b) above, the specified Foreign Currency in case (i) or ECU or other currency unit in case (ii) shall, at the Company's election, resume being the currency or currency unit, as applicable, of payment with respect to Holders who have so elected, but only with respect to payments on payment dates preceded by 15 Business Days during which the circumstances which gave rise to such currency unit in case (i) or the Dollar in case (ii) becoming the currency unit or currency, as applicable, of payment, no longer prevails, in each case as determined in good faith by the Company).
(g) The Dollar Equivalent of the Foreign Currency" shall be determined by the Exchange Rate Agent as of each Valuation Date and shall be obtained by converting the specified Foreign Currency into Dollars at the Market Exchange Rate on the Valuation Date.to
Appears in 1 contract
Samples: Indenture (Itt Corp /Nv/)
Currency and Manner of Payments in Respect of Securities. The provisions of this Section shall apply to the Securities of any series unless otherwise specified pursuant to provided as contemplated by Section 2.13.01.
(a) The following payment provisions shall apply to any Registered Security of any series denominated in Dollars, a Foreign Currency or any currency unit, including without limitation ECU, except as provided in paragraph (b) below:
(1) Except as provided in subparagraph (a)(2) or in paragraph (ed) below, payment of principal of and premium, if any, on such Registered Security will be made at the Place of Payment by delivery of a check in the currency or currency unit in which the Security is denominated on the payment date against surrender of such Registered Security, and and, at the option of the Company, any interest on any Registered Security will be paid at the Place of Payment by mailing a check in the currency or currency unit in which such interest is payable (which shall be the same as that in which the Registered Security is denominated unless otherwise provided) to the Person entitled thereto at the address of such Person appearing on the Security Register.
(2) Payment of the principal of, premium, if any, and interest, if any, on such Security, may also, subject to applicable laws and regulations, be made at other place or places as may be designated by the Company by any appropriate method.
(b) With respect to any Registered Security of any series denominated in any currency unit, including without limitation ECU, if the following provisions (or any substitute therefor, or addition thereto, not inconsistent with this Indenture) are established pursuant to Section 2.1 and if the Company has not, before delivery of the election referred to in clause (1) below, deposited funds or securities in compliance with Section 12.1 or clause (a) or (if specified pursuant to Section 2.1) clause (b) of Section 12.3 the following payment provisions shall apply to any payment to be made prior to the giving of any notice to Holders of any election to redeem pursuant to Section 3.5, except as otherwise provided in paragraphs (e) and (f) below:
(1) A Holder of Securities of a series shall have the option to elect to receive payments of principal of, premium, if any, and interest, if any, on such Securities in a currency or currency unit (including Dollars), other than that in which the Security is denominated. Such election, as designated in the certificates for such Securities (or as provided by Section 2.1 or a supplemental indenture thereto with respect to uncertificated securities), shall be made by delivering to the Trustee a written election, to be in form and substance satisfactory to the Trustee, not later than the close of business in The City of New York, on the day 15 days prior to the applicable payment date. Such election will remain in effect for such Holder until changed by the Holder by written notice to the Trustee (but any such written notice must be received by Trustee not later than the close of business on the day 15 days prior to the next payment date to be effective for the payment to be made on such payment date and no such change may be made with respect to payments to be made on any Security of such series with respect to which notice of redemption has been given by the Company pursuant to Article Three). Any Holder of any such Security who shall not have delivered any such election to the Trustee in, accordance with this paragraph (b) will be paid the amount due on the applicable payment date in the relevant currency unit as provided in paragraph (a) of this Section 2.11. Payment of principal of and premium, if any, shall be made on the payment date therefor against surrender of such Security. Payment of principal of, premium, if any, and interest, if any, shall be made at the Place of Payment by mailing at such location a check, in the applicable currency or currency unit, to the Holder entitled thereto at the address of such Holder appearing on the Security Register.
(2) Payment of the principal of, premium, if any, and interest, if any, on such Registered Security may also, subject to applicable laws and regulations, be made at such other place or places by any appropriate method as may be designated by the Company.
(b) With respect to any Registered Security of any series denominated in any Foreign Currency or currency unit, including without limitation ECU, if the following provisions (or any substitute therefor, or addition thereto, not inconsistent with this Indenture) are established pursuant to Section 3.01 or a supplemental indenture hereto and if the Company has not, before the delivery of the election referred to in clause (1) below, deposited funds or securities in compliance with Section 12.01 or (if specified pursuant to Section 3.01) Section 12.02 or provided for the payment of the Securities pursuant to paragraph (a) above, the following payment provisions shall apply to any payment to be made prior to the giving of any notice to Holders of any election to redeem pursuant to Section 4.02, except as otherwise provided in paragraphs (e) and (f) below:
(1) A Holder of Registered Securities of a series shall have the option to elect to receive payments of principal of, premium, if any, and interest, if any, on such Registered Securities in a currency (including Dollars) or currency unit, other than that in which the Registered Security is denominated, as may be designated for such election in the certificates for such Registered Securities (or as provided pursuant to Section 3.01 or a supplemental indenture hereto). Such election shall be made by delivering to the Trustee a written election, in form and substance satisfactory to the Trustee, not later than the close of business in New York, New York, on the day 15 days prior to the applicable payment date, or, if such payment date is an Interest Payment Date, not later than the close of business in New York, New York, on the Regular Record Date for such Interest Payment Date. Such election will remain in effect for such Holder until changed by the Holder by written notice to the Trustee (but any such written notice must be received by the Trustee not later than the close of business on the day 15 days prior to the next payment date, or, if such payment date is an Interest Payment Date, the close of business on the Regular Record Date for such Interest Payment Date, to be effective for the payment to be made on such payment date and no such change may be made with respect to payments to be made on any Registered Security of such series with respect to which notice of redemption has been given by the Company pursuant to Article Four). Following delivery of such election to the Trustee and until such election is changed, payment of principal and premium, if any, will be made at the Place of Payment by delivery of a check in the currency or currency unit so elected on the payment date therefor against surrender of such Registered Security and payment of interest, if any, shall be made at the Place of Payment by mailing a check in the currency or currency unit so elected to the Holder entitled thereto at the address of such Holder appearing on the Security Register. Any Holder of any such Registered Security who shall not have delivered any election to the Trustee in accordance with this paragraph (b) will be paid the amount due on the applicable payment date in the Foreign Currency or currency unit in which the Registered Security is denominated or payable as provided in paragraph (a) of this Section 3.11.
(2) Payment of the principal of, premium, if any, and interest, if any, on such Registered Security may also, subject to applicable laws and regulations, be made at such other place or places as may be designated by the Company by any appropriate method.. 27
(c) Payment of the principal of and of, premium, if any, and interest, if any, on any Bearer Security shall will be made, except as provided in Section 2.4 3.04 with respect to temporary global Global Securities, unless otherwise specified pursuant to Section 2.1 and/or Section 10.1(h)3.01, at such place or places outside the United States as may be designated by the Company pursuant to any applicable laws or regulations by any appropriate method in the currency or currencies or currency unit or units in which the Bearer Security is payable (except as provided in paragraph (e) below) on the payment date therefor against surrender of the Bearer Security, in the case of payment of principal and premium, if any, or the relevant Couponcoupon, in the case of payment of interest, if any, to a Paying Agent designated for such series pursuant to Section 4.25.02.
(d) Not If the election referred to in paragraph (b) above has been provided for pursuant to Section 3.01 and if at least one Holder has made such election, then, (i) not later than 10 Business Days (with respect to any Place of Payment) days prior to each payment date, the Trustee (and if a calculation agent is appointed with respect to any Securities bearing interest at a rate or rates determined by reference to an interest rate formula, such calculation agent with respect to such Securities) shall deliver to the Company a copy of its record of written notice specifying the respective aggregate amounts of principal of, premium, if any, and interest, if any, on the Securities to be made paid on such payment date, in and the currency or currency unit in which each of the Securities is payablesuch respective aggregate amounts are to be paid, specifying the amounts so payable in respect of Registered Securities and Bearer Securities Securities, and specifying the amounts so payable in respect of the Registered Securities denominated in each Foreign Currency or currency unit as to which the Holders of Securities denominated in any currency unit shall have elected to be paid in another currency or currency unit as provided in paragraph (b) above. If the election referred to in paragraph , and (bii) above has been provided for pursuant to Section 2.1 and if at least one Holder has made such election, then, not later than the fifth Business Day (with respect to any Place of Payment) seventh day prior to the applicable payment date the Company shall will deliver to the Trustee an Exchange Rate Officer's Certificate in respect of the Dollar or Foreign Currency or currency unit payments to be made on such payment date. The Dollar or Foreign Currency or currency unit amount receivable by Holders of Registered the Securities denominated in a Foreign Currency or currency unit who have elected payment in another currency or currency unit as provided in paragraph (b) above shall be determined by the Company on the basis of the applicable Official Currency Unit Exchange Rate set forth in the applicable Exchange Rate Officer's Certificate.
(e) If a Foreign Currency in which any Security is denominated or payable ceases to be recognized both by the government of the country which issued such currency and for the settlement of transactions by public institutions of or within the international banking community, or, with respect to any Securities denominated or payable in ECU, if ECU ceases to be used both within the European Monetary System Communities and for the settlement of transactions by public institutions of or within the European Communities, or if any other currency unit in which a Security is denominated or payable ceases to be used for the purposes for which it was established, in each case determined in good faith by the Company, then with respect to each date for the payment of principal of, premium, if any, and interest, if any, on the applicable security Security denominated or payable in such Foreign Currency, ECU or such other currency unit occurring after the last date on which such Foreign Currency, ECU or such other currency unit was so recognized or used (the "Currency Conversion Date"), the Dollar shall become the alternative currency of payment for use on each such payment date (but ECU unless a currency or currency unit other than the Dollar is specified as the alternative currency of payment for the purposes of this paragraph in the certificates for such Securities (or as provided pursuant to Section 3.01 or a supplemental indenture hereto)); provided, however, that the Foreign Currency or ECU or the currency unit previously the currency of payment shall, at the Company's election, resume being the currency of payment on the first such payment date preceded by 15 Business Days during which the circumstances which gave rise to the Dollar (or such other currency or currency unit as may be specified as the alternative currency of payment) becoming such alternative currency of payment no longer prevail, in each case as determined in good faith by the Company). The Dollar (or such other currency or currency unit as may be specified as the alternative currency of payment) amount to be paid by the Company to the Trustee and by the Trustee or any Paying Agent to the Holder of such Security with respect to such payment date shall be the Dollar Equivalent of the Foreign Currency or, in the case of a currency unit, the Dollar Equivalent of the Currency Unit, as determined by the Exchange Rate Dollar Determination Agent (which shall deliver its determination of such amount to be delivered paid by the Company in writing to the Trustee not later than the fifth Business Day prior to the applicable payment date) as of the Currency Conversion Date or, if later, the date most recently preceding the payment date in question on which such determination is possible of performance, but not more than 15 days before such payment date (such Currency Conversion Date or date preceding a payment date as aforesaid being called the "Valuation Date") in the manner provided in paragraph (gf) or (hg) below.
(if) If the Holder of a Registered Security denominated in a Foreign Currency or a currency unit elects payment in a specified another designated Foreign Currency or currency unit as provided for by paragraph (b) above and such (i) if a Foreign Currency is so elected and ceases to be used both by the government of the country which issued such currency and for the settlement of transactions by public institutions of or within the international banking community, or (ii) if ECU is so elected and ceases to be used both within the European Communities and for the settlement of transactions by public institutions of or within the European Communities, or (iii) if any such other currency unit is so elected and ceases to be used for the purposes for which it was established, then, in each case as determined in good faith by the Company, such Holder shall (subject to paragraph (ed) above) receive payment in the Foreign Currency or currency unit in which the Registered Security is denominated, and (ii) if ECU ceases to be used both within the European Monetary System and for the settlement of transactions by public institutions of or within the European Communities and such Registered Security is payable in such currency unit, or if any other such currency unit ceases to be used for the purposes for which it was established and such Registered Security is payable in such currency unit, in each case as determined in good faith by the Company, such Holder shall receive payment in Dollars. Each payment covered by an election pursuant to paragraph (b) above shall be governed by the provisions of this paragraph (f) (but); provided, however, subject to any contravening valid election pursuant to paragraph (b) above, the specified designated Foreign Currency in case (i) or ECU in case (ii) or any other designated currency unit in case (iiiii) shall, at the Company's election, resume being the currency or currency unit, as applicable, of payment with respect to Registered Securities as to which the Holders who have so elected, but only with respect to payments on payment dates preceded by 15 Business Days during which the circumstances which gave rise to such Foreign Currency or currency unit in case (i) or which the Dollar in case (ii) Registered Security is denominated again becoming the currency unit or currencycurrency unit, as applicable, of paymentpayment pursuant to this paragraph (f), no longer prevailsprevail, in each case as determined in good faith by the Company).
(g) The "Dollar Equivalent of the Foreign Currency" shall be determined by the Exchange Rate Dollar Determination Agent as of each Valuation Date and shall be obtained by converting the specified Foreign Currency into Dollars (or such other currency or currency unit as may be specified as the alternative currency of payment for the purposes of paragraph (e) above) at the Market Exchange Rate on the Valuation Date.
Appears in 1 contract
Currency and Manner of Payments in Respect of Securities. The provisions of this Section shall apply to the Securities of any series unless otherwise specified pursuant to Section 2.1.
(a) The following payment provisions shall apply With respect to any Registered Security of any series Securities denominated in Dollars, a Dollars or Foreign Currency or any currency unit, including without limitation ECU, except as and with respect to Registered Securities denominated in ECU with respect to which the Holders of such Securities have not made the election provided for in paragraph (b) below, the following payment provisions shall apply:
(1) Except as provided in subparagraph (a)(2a) or (2) below, in paragraph paragraphs (e) and (j) below, payment of principal and premiumin the applicable Company Notice, if any, on such Registered or in the form or forms of any Series of Security, payment of the Principal of any Security will be made at the Place of Payment by delivery of a check in the currency or currency unit in which the Security is denominated on the payment date against surrender of such Registered Security, and any interest on any Security which is a Registered Security will be paid at the Place of Payment by mailing a check in the currency or currency unit in which such interest is payable (which shall be the same as that in which the Security is denominated unless otherwise provided) Securities were issued to the Person entitled thereto at the address of such Person appearing on the Security Registerregister. Unless otherwise provided in the Board Resolution establishing a Series or in the applicable Company Notice, if any, interest on any Security which is an Unregistered Security will be paid in the currency in which the Securities were issued in accordance with the provisions of subparagraph (c) below.
(2) Payment of the principal of, premium, if any, Principal of and interest, if any, interest on such Security, Security may also, subject to applicable laws and regulations, be made at such other place or places as may be designated by the Company by any appropriate method.
(b) With respect to any Registered Security of any series Securities denominated in any currency unit, including without limitation ECU, if the following provisions (or any substitute therefor, or addition thereto, not inconsistent with this Indenture) are established pursuant to Section 2.1 and if the Company has not, before delivery of the election referred to in clause (1) below, deposited funds or securities in compliance with Section 12.1 or clause (a) or (if specified pursuant to Section 2.1) clause (b) of Section 12.3 the following payment provisions shall apply to any payment to be made prior to the giving of any notice to Holders of any election to redeem pursuant to Section 3.5apply, except as otherwise provided in paragraphs (e) and (f) below:
(1) A Holder The Board of Directors may provide that with respect to any Series of such Securities of a series that Holders shall have the option to elect to receive payments of principal of, premium, if any, Principal of and interest, if any, interest on such Securities Security in a currency or currency unit (including Dollars), other than that in any of the currencies which the Security is denominated. Such election, as may be designated in the certificates for such Securities (or as provided by Section 2.1 or a supplemental indenture thereto with respect to uncertificated securities), shall be made election in such Security by delivering to the Trustee and the Company a written election, to be in form and substance satisfactory to the TrusteeTrustee and the Company, not later than the close of business in The City of New York, on the day 15 days prior to record date immediately preceding the applicable payment date. Such election will remain in effect for such Holder until changed by the Holder by written notice to the Trustee (but any such written notice change must be received by Trustee made not later than the close of business on the day 15 days prior to record date immediately preceding the next payment date to be effective for the payment to be made on such payment date and no such change may be made with respect to payments to be made on any Security of such series with respect to which notice of redemption has been given by the Company pursuant to Article Three). Any Holder of any such Security who shall not have delivered any such election to the Trustee in, accordance with this paragraph (b) not later than the close of business on the applicable record date will be paid the amount due on the applicable payment date in the relevant currency unit ECU as provided in paragraph (a) of this Section 2.112.5. Payment of principal of and premium, if any, Principal shall be made on the payment date therefor against surrender of such SecuritySecurities. Payment of principal of, premium, if any, Principal and interest, if any, interest shall be made at the Place of Payment by mailing at such location a check, check in the applicable currency or currency unit, to the Holder Person entitled thereto at the address of such Holder Person appearing on the Security Registerregister.
(2) Payment of the principal of, premium, if any, Principal of and interest, if any, interest on such Security may also, subject to applicable laws and regulations, be made at such other place or places as may be designated by the Company by any appropriate methodCompany.
(c) Payment To the extent provided in the Securities of the principal of and premiuma Series, if any, and (i) interest, if any, on any Bearer Security Unregistered Securities shall be made, except paid only against presentation and surrender of the coupons for such interest installments as provided are evidenced thereby as they mature and (ii) original issue discount (as defined in Section 2.4 with respect 1273 of the Internal Revenue Code of 1986 as it may be amended from time to temporary global time), if any, on Unregistered Securities shall be paid only against presentation and surrender of such Securities, unless otherwise specified pursuant to Section 2.1 and/or Section 10.1(h), in either case at such place or places the office of a Paying Agent located outside of the United States as may be designated by States, unless the Company pursuant to any applicable laws or regulations by any appropriate method shall have otherwise instructed the Trustee in writing and only in the currency or currencies or currency unit or units in which the Security is payable denominated (except as provided in paragraph (e) below) on the payment date therefor ). Principal of Unregistered Securities shall be paid only against presentation and surrender of the Bearer Security, thereof as provided in the case Securities of a Series and only in the currency in which the Security is denominated (except as provided in paragraph (e) below, the Board Resolution establishing such Series, or the applicable Company Notice, if any). If at the time a payment of principal and premiumPrincipal or interest, if any, or the relevant Coupon, in the case of payment of interestoriginal issue discount, if any, on an Unregistered Security or coupon shall become due, the payment of the full amount so payable at the office or offices of all the Paying Agents is illegal or effectively precluded because of the imposition of exchange controls or other similar restrictions on the payment of such amount in Dollars or Foreign Currency, then the Company may instruct the Trustee to make such payments at the office of a Paying Agent designated located in the United States, provided that provision for such series pursuant payment in the United States would not cause such Unregistered Security to Section 4.2be treated as a "registration-required obligation" under United States tax law and regulations.
(d) Not later than 10 the fourth Business Days (with respect to any Place of Payment) prior to Day after the record date for each payment date, the Trustee (and if a calculation agent is appointed with respect to any Securities bearing interest at a rate or rates determined by reference to an interest rate formula, such calculation agent with respect to such Securities) shall will deliver to the Company a copy of its record of written notice specifying the respective aggregate amounts of principal of, premium, if any, Principal of and interest, if any, interest on the Securities to be made on such payment date, in the currency or currency unit in which each of the Securities is payable, specifying the amounts so payable in respect of the Registered and the Unregistered Securities and Bearer Securities and the currencies or currency units in respect of the Registered Securities as to which the Holders of Securities denominated in any currency unit shall have elected such payments are to be paid in another currency or currency unit as provided in paragraph (b) abovemade. If the Board of Directors has provided for the election referred to in paragraph (b) above has been provided for pursuant to Section 2.1 and if at least one Holder has made such election, then, then not later than the fifth eighth Business Day (with respect to any Place of Payment) prior to the applicable payment following each record date the Company shall will deliver to the Trustee an Exchange Rate Officer's Certificate in respect of the Dollar or Foreign Currency or currency unit payments to be made on such payment date. The Dollar or Foreign Currency or currency unit amount receivable by Holders of Registered Securities denominated in a currency unit ECU who have elected payment in another such currency or currency unit as provided in paragraph (b) above shall be determined by the Company on the basis of the applicable Official Currency Unit ECU Exchange Rate set forth in the applicable Exchange Rate Officer's Certificate.
(e) If a the Foreign Currency in which any Security is denominated payments of Principal or payable interest are to be made ceases to be recognized used both by the government of the country which issued such currency and for the settlement of transactions by public institutions of or within the international banking community, or if the ECU ceases to be used both within the European Monetary System and for the settlement of transactions by public institutions of or within the European Communities, or if any other currency unit in which a Security is denominated or payable ceases to be used for the purposes for which it was established, in each case determined in good faith by the Company, then with respect to each date for the payment of principal of, premium, if any, Principal of and interest, if any, interest on the applicable security denominated or payable in such Foreign Currency, ECU or such other currency unit Securities occurring after the last date on which such the Foreign Currency, Currency or ECU or such other currency unit was so recognized or used (the "Currency Conversion Date"), the Dollar shall become be the currency of payment for use on each such payment date (but ECU or the Foreign Currency or the currency unit previously the currency of payment shall, at the Company's election, resume being the currency of payment on the first such payment date preceded by 15 Business Days during which the circumstances which gave rise to the Dollar becoming such currency no longer prevail, in each case as determined in good faith by the Company)date. The Dollar amount to be paid by the Company to the Trustee and by the Trustee or any Paying Agent to the Holder Holders of such Security Securities with respect to such payment date shall be the Dollar Equivalent of the Foreign Currency or, in the case of a currency unit, the Dollar Equivalent of the Currency Unit, as determined by the Exchange Rate Agent (which shall be delivered in writing to the Trustee not later than the fifth Business Day prior to the applicable payment date) as of the Currency Conversion Date or, if later, the date most recently preceding the payment date in question on which such determination is possible of performance, but not more than 15 days before such payment date (such Currency Conversion Date or date preceding a payment date as aforesaid being called the "Valuation Date") in the manner provided in paragraph (g) or (h) below.of
(if) If the Holder of a Registered Security denominated with respect to which payments of Principal or interest are to be made in a currency unit ECU elects payment in a specified Foreign Currency or currency unit as provided for by paragraph (b) and such Foreign Currency ceases to be used both by the government of the country which issued such currency and for the settlement of transactions by public institutions of or within the international banking community, in each case as determined in good faith by the Company, such Holder shall (subject to paragraph (e) above) receive payment in the currency unit in which the Security is denominatedECU, and (ii) if ECU ceases to be used both within the European Monetary System and for the settlement of transactions by public institutions of or within the European Communities and such Registered Security is payable in such currency unit, or if any other such currency unit ceases to be used for the purposes for which it was established and such Registered Security is payable in such currency unit, in each case as determined in good faith by the CompanyCommunities, such Holder shall receive payment in Dollars. Each payment covered by an election pursuant to paragraph (b) above be governed by the provisions of this paragraph (f) (but, subject to any contravening valid election pursuant to paragraph (b) above, the specified Foreign Currency in case (i) or ECU or other currency unit in case (ii) shall, at the Company's election, resume being the currency or currency unit, as applicable, of payment with respect to Holders who have so elected, but only with respect to payments on payment dates preceded by 15 Business Days during which the circumstances which gave rise to such currency unit in case (i) or the Dollar in case (ii) becoming the currency unit or currency, as applicable, of payment, no longer prevails, in each case as determined in good faith by the Company).
(g) The "Dollar Equivalent of the Foreign Currency" shall be determined by the Exchange Rate Agent Trustee as of each Valuation Date and shall be obtained by converting the specified Foreign Currency into Dollars at the Market Exchange Rate on the Valuation Date.
(h) The "Dollar Equivalent of the ECU" shall be determined by the Trustee as of each Valuation Date and shall be the sum obtained by adding together the results obtained by converting the Specified Amount of each Component Currency into Dollars at the Market Exchange Rate on the Valuation Date for such Component Currency.
(i) For purposes of this Section 2.5 the following terms shall have the following meanings:
Appears in 1 contract
Samples: Indenture (Union Tank Car Co)
Currency and Manner of Payments in Respect of Securities. The provisions of this Section shall apply to the Securities of any series unless otherwise specified pursuant to provided as contemplated by Section 2.13.01.
(a) The following payment provisions shall apply to any Registered Security of any series denominated in Dollars, a Foreign Currency or any currency unit, including without limitation ECU, except as provided in paragraph (b) below:
(1) Except as provided in subparagraph (a)(2a) (2) or in paragraph (ed) below, payment of principal of and premium, if any, on such Registered Security will be made at the Place of Payment by delivery of a check in the currency or currency unit in which the Security is denominated on the payment date against surrender of such Registered Security, and and, at the option of the Company, any interest on any Registered Security will be paid at the Place of Payment by mailing a check in the currency or currency unit in which such interest is payable (which shall be the same as that in which the Registered Security is denominated unless otherwise provided) to the Person entitled thereto at the address of such Person appearing on the Security Register.
(2) Payment of the principal of, premium, if any, and interest, if any, on such Security, may also, subject to applicable laws and regulations, be made at other place or places as may be designated by the Company by any appropriate method.
(b) With respect to any Registered Security of any series denominated in any currency unit, including without limitation ECU, if the following provisions (or any substitute therefor, or addition thereto, not inconsistent with this Indenture) are established pursuant to Section 2.1 and if the Company has not, before delivery of the election referred to in clause (1) below, deposited funds or securities in compliance with Section 12.1 or clause (a) or (if specified pursuant to Section 2.1) clause (b) of Section 12.3 the following payment provisions shall apply to any payment to be made prior to the giving of any notice to Holders of any election to redeem pursuant to Section 3.5, except as otherwise provided in paragraphs (e) and (f) below:
(1) A Holder of Securities of a series shall have the option to elect to receive payments of principal of, premium, if any, and interest, if any, on such Securities in a currency or currency unit (including Dollars), other than that in which the Security is denominated. Such election, as designated in the certificates for such Securities (or as provided by Section 2.1 or a supplemental indenture thereto with respect to uncertificated securities), shall be made by delivering to the Trustee a written election, to be in form and substance satisfactory to the Trustee, not later than the close of business in The City of New York, on the day 15 days prior to the applicable payment date. Such election will remain in effect for such Holder until changed by the Holder by written notice to the Trustee (but any such written notice must be received by Trustee not later than the close of business on the day 15 days prior to the next payment date to be effective for the payment to be made on such payment date and no such change may be made with respect to payments to be made on any Security of such series with respect to which notice of redemption has been given by the Company pursuant to Article Three). Any Holder of any such Security who shall not have delivered any such election to the Trustee in, accordance with this paragraph (b) will be paid the amount due on the applicable payment date in the relevant currency unit as provided in paragraph (a) of this Section 2.11. Payment of principal of and premium, if any, shall be made on the payment date therefor against surrender of such Security. Payment of principal of, premium, if any, and interest, if any, shall be made at the Place of Payment by mailing at such location a check, in the applicable currency or currency unit, to the Holder entitled thereto at the address of such Holder appearing on the Security Register.
(2) Payment of the principal of, premium, if any, and interest, if any, on such Registered Security may also, subject to applicable laws and regulations, be made at such other place or places by any appropriate method as may be designated by the Company.
(b) With respect to any Registered Security of any series denominated in any Foreign Currency or currency unit, including without limitation ECU, if the following provisions (or any substitute therefor, or addition thereto, not inconsistent with this Indenture) are established pursuant to Section 3.01 or a supplemental indenture hereto and if the Company has not, before the delivery of the election referred to in clause (1) below, deposited funds or securities in compliance with Section 12.01 or (if specified pursuant to Section 3.01) Section 12.02 or provided for the payment of the Securities pursuant to paragraph (a) above, the following payment provisions shall apply to any payment to be made prior to the giving of any notice to Holders of any election to redeem pursuant to Section 4.02, except as otherwise provided in paragraphs (e) and (f) below:
(1) A Holder of Registered Securities of a series shall have the option to elect to receive payments of principal of, premium, if any, and interest, if any, on such Registered Securities in a currency (including Dollars) or currency unit, other than that in which the Registered Security is denominated, as may be designated for such election in the certificates for such Registered Securities (or as provided pursuant to Section 3.01 or a supplemental indenture hereto). Such election shall be made by delivering to the Trustee a written election, in form and substance satisfactory to the Trustee, not later than the close of business in New York, New York, on the day 15 days prior to the applicable payment date, or, if such payment date is an Interest Payment Date, not later than the close of business in New York, New York, on the Regular Record Date for such Interest Payment Date. Such election will remain in effect for such Holder until changed by the Holder by written notice to the Trustee (but any such written notice must be received by the Trustee not later than the close of business on the day 15 days prior to the next payment date, or, if such payment date is an Interest Payment Date, the close of business on the Regular Record Date for such Interest Payment Date, to be effective for the payment to be made on such payment date and no such change may be made with respect to payments to be made on any Registered Security of such series with respect to which notice of redemption has been given by the Company pursuant to Article Four). Following delivery of such election to the Trustee and until such election is changed, payment of principal and premium, if any, will be made at the Place of Payment by delivery of a check in the currency or currency unit so elected on the payment date therefor against surrender of such Registered Security and payment of interest, if any, shall be made at the Place of Payment by mailing a check in the currency or currency unit so elected to the Holder entitled thereto at the address of such Holder appearing on the Security Register. Any Holder of any such Registered Security who shall not have delivered any election to the Trustee in accordance with this paragraph (b) will be paid the amount due on the applicable payment date in the Foreign Currency or currency unit in which the Registered Security is denominated or payable as provided in paragraph (a) of this Section 3.11.
(2) Payment of the principal of, premium, if any, and interest, if any, on such Registered Security may also, subject to applicable laws and regulations, be made at such other place or places as may be designated by the Company by any appropriate method.
(c) Payment of the principal of and of, premium, if any, and interest, if any, on any Bearer Security shall will be made, except as provided in Section 2.4 3.04 with respect to temporary global Global Securities, unless otherwise specified pursuant to Section 2.1 and/or Section 10.1(h)3.01, at such place or places outside the United States as may be designated by the Company pursuant to any applicable laws or regulations by any appropriate method in the currency or currencies or currency unit or units in which the Bearer Security is payable (except as provided in paragraph (e) below) on the payment date therefor against surrender of the Bearer Security, in the case of payment of principal and premium, if any, or the relevant Couponcoupon, in the case of payment of interest, if any, to a Paying Agent designated for such series pursuant to Section 4.25.02.
(d) Not If the election referred to in paragraph (b) above has been provided for pursuant to Section 3.01 and if at least one Holder has made such election, then, (i) not later than 10 Business Days (with respect to any Place of Payment) days prior to each payment date, the Trustee (and if a calculation agent is appointed with respect to any Securities bearing interest at a rate or rates determined by reference to an interest rate formula, such calculation agent with respect to such Securities) shall deliver to the Company a copy of its record of written notice specifying the respective aggregate amounts of principal of, premium, if any, and interest, if any, on the Securities to be made paid on such payment date, in and the currency or currency unit in which each of the Securities is payablesuch respective aggregate amounts are to be paid, specifying the amounts so payable in respect of Registered Securities and Bearer Securities Securities, and specifying the amounts so payable in respect of the Registered Securities denominated in each Foreign Currency or currency unit as to which the Holders of Securities denominated in any currency unit shall have elected to be paid in another currency or currency unit as provided in paragraph (b) above. If the election referred to in paragraph , and (bii) above has been provided for pursuant to Section 2.1 and if at least one Holder has made such election, then, not later than the fifth Business Day (with respect to any Place of Payment) seventh day prior to the applicable payment date the Company shall will deliver to the Trustee an Exchange Rate Officer's Certificate in respect of the Dollar or Foreign Currency or currency unit payments to be made on such payment date. The Dollar or Foreign Currency or currency unit amount receivable by Holders of Registered the Securities denominated in a Foreign Currency or currency unit who have elected payment in another currency or currency unit as provided in paragraph (b) above shall be determined by the Company on the basis of the applicable Official Currency Unit Exchange Rate set forth in the applicable Exchange Rate Officer's Certificate.
(e) If a Foreign Currency in which any Security is denominated or payable ceases to be recognized both by the government of the country which issued such currency and for the settlement of transactions by public institutions of or within the international banking community, or, with respect to any Securities denominated or payable in ECU, if ECU ceases to be used both within the European Monetary System Communities and for the settlement of transactions by public institutions of or within the European Communities, or if any other currency unit in which a Security is denominated or payable ceases to be used for the purposes for which it was established, in each case determined in good faith by the Company, then with respect to each date for the payment of principal of, premium, if any, and interest, if any, on the applicable security Security denominated or payable in such Foreign Currency, ECU or such other currency unit occurring after the last date on which such Foreign Currency, ECU or such other currency unit was so recognized or used (the "Currency Conversion Date"), the Dollar shall become the alternative currency of payment for use on each such payment date (but ECU unless a currency or currency unit other than the Dollar is specified as the alternative currency of payment for the purposes of this paragraph in the certificates for such Securities (or as provided pursuant to Section 3.01 or a supplemental indenture hereto)); provided, however, that the Foreign Currency or ECU or the currency unit previously the currency of payment shall, at the Company's election, resume being the currency of payment on the first such payment date preceded by 15 Business Days during which the circumstances which gave rise to the Dollar (or such other currency or currency unit as may be specified as the alternative currency of payment) becoming such alternative currency of payment no longer prevail, in each case as determined in good faith by the Company). The Dollar (or such other currency or currency unit as may be specified as the alternative currency of payment) amount to be paid by the Company to the Trustee and by the Trustee or any Paying Agent to the Holder of such Security with respect to such payment date shall be the Dollar Equivalent of the Foreign Currency or, in the case of a currency unit, the Dollar Equivalent of the Currency Unit, as determined by the Exchange Rate Dollar Determination Agent (which shall deliver its determination of such amount to be delivered paid by the Company in writing to the Trustee not later than the fifth Business Day prior to the applicable payment date) as of the Currency Conversion Date or, if later, the date most recently preceding the payment date in question on which such determination is possible of performance, but not more than 15 days before such payment date (such Currency Conversion Date or date preceding a payment date as aforesaid being called the "Valuation Date") in the manner provided in paragraph (gf) or (hg) below.
(if) If the Holder of a Registered Security denominated in a Foreign Currency or a currency unit elects payment in a specified another designated Foreign Currency or currency unit as provided for by paragraph (b) above and such (i) if a Foreign Currency is so elected and ceases to be used both by the government of the country which issued such currency and for the settlement of transactions by public institutions of or within the international banking community, or (ii) if ECU is so elected and ceases to be used both within the European Communities and for the settlement of transactions by public institutions of or within the European Communities, or (iii) if any such other currency unit is so elected and ceases to be used for the purposes for which it was established, then, in each case as determined in good faith by the Company, such Holder shall (subject to paragraph (ed) above) receive payment in the Foreign Currency or currency unit in which the Registered Security is denominated, and (ii) if ECU ceases to be used both within the European Monetary System and for the settlement of transactions by public institutions of or within the European Communities and such Registered Security is payable in such currency unit, or if any other such currency unit ceases to be used for the purposes for which it was established and such Registered Security is payable in such currency unit, in each case as determined in good faith by the Company, such Holder shall receive payment in Dollars. Each payment covered by an election pursuant to paragraph (b) above shall be governed by the provisions of this paragraph (f) (but); provided, however, subject to any contravening valid election pursuant to paragraph (b) above, the specified designated Foreign Currency in case (i) or ECU in case (ii) or any other designated currency unit in case (iiiii) shall, at the Company's election, resume being the currency or currency unit, as applicable, of payment with respect to Registered Securities as to which the Holders who have so elected, but only with respect to payments on payment dates preceded by 15 Business Days during which the circumstances which gave rise to such Foreign Currency or currency unit in case (i) or which the Dollar in case (ii) Registered Security is denominated again becoming the currency unit or currencycurrency unit, as applicable, of paymentpayment pursuant to this paragraph (f), no longer prevailsprevail, in each case as determined in good faith by the Company).
(g) The "Dollar Equivalent of the Foreign Currency" shall be determined by the Exchange Rate Dollar Determination Agent as of each Valuation Date and shall be obtained by converting the specified Foreign Currency into Dollars (or such other currency or currency unit as may be specified as the alternative currency of payment for the purposes of paragraph (e) above) at the Market Exchange Rate on the Valuation Date.
(h) The "Dollar Equivalent of the Currency Unit" shall be determined by the Dollar Determination Agent as of each Valuation Date and shall be the sum obtained by adding together the results obtained by converting the Specified Amount of each Component Currency into Dollars (or such other currency or currency unit as may be specified as the alternative currency of payment for the purposes of paragraph (e) above) at the Market Exchange Rate on the Valuation Date for such Component Currency.
(i) For purposes of this Section 3.11 the following terms shall have the following meanings: A "Component Currency" shall mean any currency which, on the Conversion Date, was a component currency of the relevant currency unit, including without limitation ECU. A "Specified Amount" of a Component Currency shall mean the number of units or fractions thereof which such Component Currency represented in the relevant currency unit, including without limitation ECU, on the Conversion Date. If after the Conversion Date the official unit of any Component Currency is altered by way of combination or subdivision, the Specified Amount of such Component Currency shall be divided or multiplied in the same proportion. If after the Conversion Date two or more Component Currencies are consolidated into a single currency, the respective Specified Amounts of such Component Currencies shall be replaced by an amount in such single currency equal to the sum of the respective Specified Amounts of such consolidated Component Currencies expressed in such single currency, and such amount shall thereafter be a Specified Amount and such single currency shall thereafter be a Component Currency. If after the Conversion Date any Component Currency shall be divided into two or more currencies, the Specified Amount of such Component Currency shall be replaced by specified amounts of such two or more currencies, the sum of which, at the Market Exchange Rate of such two or more currencies on the date of such replacement, shall be equal to the Specified Amount of such former Component Currency and such amounts shall thereafter be Specified Amounts and such currencies shall thereafter be Component Currencies.
Appears in 1 contract
Samples: Indenture (Lilly Eli & Co)
Currency and Manner of Payments in Respect of Securities. The provisions of this Section shall apply to the Securities of any series unless otherwise specified pursuant to Section 2.1.
(a) The following payment provisions shall apply With respect to any Registered Security Securities of any series denominated in Dollars, a Dollars or Foreign Currency or and with respect to Registered Securities of any series denominated in any currency unit, including including, without limitation limitation, ECU, except as with respect to which the Holders of Securities of such series have not made the election provided for in paragraph (b) below, the following payment provisions shall apply:
(1) Except as provided in subparagraph (a)(2) or in paragraph (e) below, payment of the principal of and premium, if any, on such any Registered Security will be made at the Place of Payment by delivery of a check in the currency or currency unit in which the Security is denominated payable on the payment date against surrender of such Registered Security, and any interest on any Fully Registered Security will be paid at the Place of Payment by mailing a check in the currency or currency unit in which such interest is payable (which shall be the same as that in which the Security is denominated unless otherwise provided) to the Person entitled thereto at the address of such Person appearing on the Security Securities Register.
(2) Payment of the principal of, premium, if any, and interest, if any, (with respect to Fully Registered Securities only) interest on such Security, Security may also, subject to applicable laws and regulations, be made at such other place or places as may be designated by the Company Issuer by any appropriate method.
(b) With respect to any Registered Security Securities of any series denominated in any Foreign Currency or currency unit, including including, without limitation limitation, ECU, if the following provisions (or any substitute therefor, or addition thereto, not inconsistent with this Indenture) are established pursuant to Section 2.1 and if the Company has not, before delivery of the election referred to in clause (1) below, deposited funds or securities in compliance with Section 12.1 or clause (a) or (if specified pursuant to Section 2.1) clause (b) of Section 12.3 the following payment provisions shall apply to any payment to be made prior to the giving of any notice to Holders of any election to redeem pursuant to Section 3.5apply, except as otherwise provided in paragraphs (e) and (f) below:
(1) A Holder of It may be provided pursuant to Section 3.1 with respect to the Securities of a such series that Holders shall have the option to elect to receive payments of principal of, premium, if any, and (with respect to Fully Registered Securities only) interest, if any, on such Securities in a currency or currency unit (including Dollars), other than that in any of the currencies which the Security is denominated. Such election, as may be designated in the certificates for such election in such Securities (or as provided by Section 2.1 or a supplemental indenture thereto with respect to uncertificated securities), shall be made by delivering to the Trustee a written election, to be in form and substance satisfactory to the Trustee, not later than the close of business in The City of New York, on the day 15 days prior to record date immediately preceding the applicable payment date. Such election will remain in effect for such Holder until 40 30 changed by the Holder by written notice to the Trustee (but any such written notice change must be received by Trustee made not later than the close of business on the day 15 days prior to record date immediately preceding the next payment date to be effective for the payment to be made on such payment date and no such change may be made with respect to payments to be made on any Security of such series with respect to which notice of redemption has been given by the Company Issuer pursuant to Article ThreeSixteen). Any Holder of any such Security Security, who shall not have delivered any such election to the Trustee in, accordance with this paragraph (b) not later than the close of business on the applicable record date will be paid the amount due on the applicable payment date in the relevant currency unit as provided in paragraph (a) of this Section 2.113.12. Payment of principal of and premium, if any, shall be made on the payment date therefor against surrender of such Security. Payment of principal of, premium, if any, and (with respect to Fully Registered Securities only) interest, if any, shall be made at the Place of Payment by mailing at such location a check, in the applicable currency or currency unit, to the Holder Person entitled thereto at the address of such Holder Person appearing on the Security Securities Register.
(2) Payment of the principal of, premium, if any, and (with respect to Fully Registered Securities only) interest, if any, on such Security may also, subject to applicable laws and regulations, be made at such other place or places as may be designated by the Company Issuer by any appropriate method.
(c) Payment of the principal of of, and premium, if any, and interest, if any, on any Bearer Unregistered Security shall and of interest on any Coupon Security will be made, except as provided in Section 2.4 with respect to temporary global Securities, made unless otherwise specified pursuant to Section 2.1 and/or 3.1 or Section 10.1(h), 11.1(f) by a Paying Agent at such place or places outside the United States as may be designated by the Company Issuer pursuant to any applicable laws or regulations by any appropriate method in the currency or currencies or currency unit or units in which the Security is payable (except as provided in paragraph (e) below) on the payment date therefor against surrender of the Bearer Unregistered Security, in the case of payment of principal and premium, if any, or the relevant Coupon, in the case of payment of interest, if any. Except as provided in paragraph (e) below, payment with respect to a Paying Agent designated for Unregistered Securities and Coupons will be made by check, subject to any limitations on the methods of effecting such series pursuant to payment as shall be specified in the terms of the Security established as provided in Section 4.23.1 and Section 11.1(f) and as shall be required under applicable laws and regulations.
(d) Not later than 10 the fourth Business Days (with respect to any Place of Payment) prior to Day after the record date for each payment date, the Trustee (and if a calculation agent is appointed with respect to any Securities bearing interest at a rate or rates determined by reference to an interest rate formula, such calculation agent with respect to such Securities) shall will deliver to the Company Issuer a copy of its record written notice specifying, in the currency or currency unit in which each series of the Securities is payable, the 41 31 respective aggregate amounts of principal of, premium, if any, and interest, if any, on the Securities to be made on such payment date, in the currency or currency unit in which each of the Securities is payable, specifying the amounts so payable in respect of Fully Registered Securities, Registered Securities with Coupons and Bearer Unregistered Securities and in respect of the Registered Securities as to which the Holders of Securities denominated in any currency unit shall have elected to be paid in another currency or currency unit as provided in paragraph (b) above. If the election referred to in paragraph (b) above has been provided for pursuant to Section 2.1 3.1 and if at least one Holder has made such election, then, not later than the fifth eighth Business Day (with respect to any Place of Payment) prior to the applicable payment following each record date the Company shall Issuer will deliver to the Trustee and each Paying Agent an Exchange Rate Officer's Certificate in respect of the Dollar or Foreign Currency or currency unit payments to be made on such payment date. The Dollar or Foreign Currency or currency unit amount receivable by Holders of Registered Securities denominated in a currency unit who have elected payment in another such currency or currency unit as provided in paragraph (b) above shall be determined by the Company Issuer on the basis of the applicable Official Currency Unit Exchange Rate set forth in the applicable Exchange Rate Officer's Certificate.
(e) If a Foreign Currency in which any Security is of the Securities are denominated or payable ceases to be recognized used both by the government of the country which issued such currency and for the settlement of transactions by public institutions of or within the international banking community, or if the ECU ceases to be used both within the European Monetary System and for the settlement of transactions by public institutions of or within the European Communities, or if any other currency unit in which a Security is denominated or payable ceases to be used for the purposes for which it was established, in each case determined in good faith by the Company, then with respect to each date for the payment of principal of, or premium, if any, and interest, if any, on the applicable security Securities denominated or payable in such Foreign Currency, the ECU or such other currency unit occurring after the last date on which such Foreign Currency, the ECU or such other currency unit was so recognized or used (the "Currency Conversion Date"), the Dollar shall become be the currency of payment for use on each such payment date (but ECU or the Foreign Currency or the currency unit previously the currency of payment shall, at the Company's election, resume being the currency of payment on the first such payment date preceded by 15 Business Days during which the circumstances which gave rise to the Dollar becoming such currency no longer prevail, in each case as determined in good faith by the Company)date. The Dollar amount to be paid by the Company Issuer to the Trustee Paying Agent and by the Trustee or any Paying Agent to the Holder Holders of such Security Securities with respect to such payment date shall be the Dollar Equivalent of the Foreign Currency or, in the case of a currency unit, the Dollar Equivalent of the Currency Unit, Unit as determined by the Exchange Rate Dollar Determination Agent (which shall be delivered in writing to the Trustee not later than the fifth Business Day prior to the applicable payment date) as of the Currency Conversion Date orrecord date, if laterany, the date most recently preceding the payment date in question on which such determination is possible of performance, but not more than 15 days before such payment date (such Currency Conversion with respect to any Interest Payment Date or date preceding a payment date as aforesaid being called the fifteenth day before the Maturity of an installment of principal (the "Valuation Date") ), in the manner provided in paragraph (g) or (h) below.
(if) If the Holder of a Registered Security denominated in a currency unit elects payment in a specified Foreign Currency or currency unit as provided for by paragraph (b) and such Foreign Currency ceases to be used both by the government of the country which issued such currency and for the settlement of transactions by public institutions of or within the international banking community, in each case as determined in good faith by the Company, such Holder shall (subject to paragraph (e) above) receive payment in the such currency unit in which the Security is denominatedunit, and (ii) if ECU ceases to be used both within the 42 32 European Monetary System and for the settlement of transactions by public institutions of or within the European Communities and such Registered Security is payable in such currency unitCommunities, or if any other such currency unit ceases to be used for the purposes for which it was established and such Registered Security is payable in such currency unit, in each case as determined in good faith by the Companyestablished, such Holder shall receive payment in Dollars. Each payment covered by an election pursuant to paragraph (b) above be governed by the provisions of this paragraph (f) (but, subject to any contravening valid election pursuant to paragraph (b) above, the specified Foreign Currency in case (i) or ECU or other currency unit in case (ii) shall, at the Company's election, resume being the currency or currency unit, as applicable, of payment with respect to Holders who have so elected, but only with respect to payments on payment dates preceded by 15 Business Days during which the circumstances which gave rise to such currency unit in case (i) or the Dollar in case (ii) becoming the currency unit or currency, as applicable, of payment, no longer prevails, in each case as determined in good faith by the Company).
(g) The "Dollar Equivalent of the Foreign Currency" shall be determined by by, and shall be set forth in a certificate delivered to the Exchange Rate Issuer, the Trustee and each Paying Agent of, the Dollar Determination Agent as of each Valuation Date and shall be obtained by converting the specified Foreign Currency into Dollars at the Market Exchange Rate on the Valuation Date.
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Samples: Indenture (Itt Corp)
