Interest Rate Adjustment. The interest rate payable will be subject to adjustments from time to time if either Moody’s or S&P or, if applicable, Fitch or any “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company (as certified by a resolution of the Company’s board of directors) as a replacement for Moody’s or S&P, as the case may be (each, a “Substitute Rating Agency”) downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the Notes, in the manner described below. Each of Moody’s, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.” (a) If the rating assigned by Moody’s (or, if applicable, any Substitute Rating Agency) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes will increase such that it will equal the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(b) below): Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency. (b) If the rating assigned by S&P (or, if applicable, any Substitute Rating Agency) of a series of Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes of such series will increase such that it will equal the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(a) above): BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency. If at any time the interest rate on the Notes of a series has been increased and any of the Interest Rate Rating Agencies subsequently upgrades its rating of the Notes of such series, the interest rate on the Notes of such series will be decreased such that the interest rate for the Notes of such series equals the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentages set forth opposite the ratings from the tables above in effect immediately following the upgrade in rating. If Moody’s (or any Substitute Rating Agency) subsequently upgrades its rating of the Notes of such series to Baa3 (or its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P (or any Substitute Rating Agency) upgrades its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes of such series will be decreased to the interest rate payable on the Notes of such series on the date of their initial issuance (and if one such upgrade occurs and the other does not, the interest rate on the Notes of such series will be decreased so that it does not reflect any increase attributable to the upgrading Interest Rate Rating Agency). In addition, the interest rates on the Notes of a series will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade in the ratings by any of the Interest Rate Rating Agencies) if the Notes of such series become rated Baa1 and BBB+ (or, in either case, the equivalent thereof, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, any Substitute Rating Agency), respectively (or one of these ratings if the Notes of such series are only rated by one rating agency). Each adjustment required by any downgrade or upgrade in a rating set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any Substitute Rating Agency), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate on the Notes of a series be reduced to below the interest rate payable on the Notes of such series on the date of their initial issuance or (2) the total increase in the interest rate on the Notes of such series exceed 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuance. No adjustments in the interest rate of the Notes of a series shall be made solely as a result of an Interest Rate Rating Agency ceasing to provide a rating on the Notes of such series. If at any time less than two Interest Rate Rating Agencies provide a rating of the Notes of such series for reasons beyond the Company’s control, the Company will use its commercially reasonable efforts to obtain a rating of the Notes of such series from a Substitute Rating Agency, if one exists, in which case, for purposes of determining any increase or decrease in the interest rate on the Notes of such series pursuant to the tables above (a) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency to provide a rating of the Notes of such series but which has since ceased to provide such rating, (b) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (c) the interest rate on the Notes of a series will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes of a series on the date of their initial issuance plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agency). For so long as only one Interest Rate Rating Agency provides a rating of the Notes of a series, any subsequent increase or decrease in the interest rate of the Notes of such series necessitated by a reduction or increase in the rating by the Interest Rate Rating Agency providing the rating shall be twice the applicable percentage set forth in the applicable table above. For so long as no Interest Rate Rating Agency provides a rating of the Notes of a series, the interest rate on the Notes of such series will increase to, or remain at, as the case may be, 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuance. Any interest rate increase or decrease described above will take effect from the first day of the interest period commencing after the date on which a rating change occurs that requires an adjustment in the interest rate. If any Interest Rate Rating Agency changes its rating of the Notes of a series more than once prior to any particular interest payment date, the last change by such agency prior to such interest payment date will control for purposes of any interest rate increase or decrease with respect to the Notes of a series described above relating to such rating agency’s action. If the interest rate payable on the Notes of a series is increased as described above, the term “interest,” as used with respect to the Notes of such series, will be deemed to include any such additional interest unless the context otherwise requires.
Appears in 4 contracts
Samples: Supplemental Indenture (Synnex Corp), Supplemental Indenture (Synnex Corp), Supplemental Indenture (Synnex Corp)
Interest Rate Adjustment. The interest rate payable on this series of Securities will be subject to adjustments from time to time if either Xxxxx’x Investors Service, Inc. (“Moody’s or S&P ’s”) (or, if applicable, Fitch or any “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company (as certified by a resolution of the Company’s board of directors) as a replacement for Moody’s or S&P, as the case may be (each, a “Substitute Rating Agency”) downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the Notes, in the manner described below. Each of Moody’s, S&P and any Substitute Rating Agency is an (as defined below)) or Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc. (“Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.S&P”
(a) If the rating assigned by Moody’s (or, if applicable, any Substitute Rating Agency) downgrades (or downgrades and subsequently upgrades) the rating assigned to this series of Securities, as set forth below. If the Notes rating with respect to this series of Securities from Moody’s or any Substitute Rating Agency thereof is decreased to a rating set forth in the immediately following table, the interest rate on the Notes this series of Securities will increase such that it will equal from the interest rate payable on the Notes this series of such series Securities set forth on the date face of their initial issuance plus this Security by the percentage points set forth below opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(b) below): Ba1 that rating. Bal 0.25 % Ba2 0.50 % Ba3 0.75 % B1 Bl or below 1.00 % * Including the equivalent ratings rating of any Substitute Rating Agency.
(b) . If the rating assigned by with respect to this series of Securities from S&P (or, if applicable, or any Substitute Rating Agency) of a series of Notes Agency thereof is decreased to a rating set forth in the immediately following table, the interest rate on the Notes this series of such series Securities will increase such that it will equal from the interest rate payable on the Notes this series of such series Securities on the date set forth on the face of their initial issuance plus this Security by the percentage points set forth below opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(a) above): that rating. BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % * Including the equivalent ratings rating of any Substitute Rating Agency. If at any time the interest rate on the Notes this series of Securities has been adjusted upward as a result of a decrease in a rating by an Interest Rate Rating Agency and that Interest Rate Rating Agency subsequently increases its rating on this series has been increased and of Securities to any of the Interest Rate Rating Agencies subsequently upgrades its rating of ratings set forth in the Notes of such seriestables above, the per annum interest rate on the Notes this series of such series Securities will be decreased such that the per annum interest rate for the Notes of such series equals the interest rate payable set forth on the Notes face of such series on the date of their initial issuance this Security plus the percentages percentage points set forth opposite the ratings from the tables above in effect immediately following the upgrade increase in rating. If the tables above; provided, however, that if Moody’s or any Substitute Rating Agency subsequently increases its rating on this series of Securities to “Baa3” (or its equivalent if with respect to any Substitute Rating Agency) subsequently upgrades its rating of the Notes of such series to Baa3 (or its equivalent, in the case of a Substitute Rating Agency) or higher, higher and S&P (or any Substitute Rating Agency) upgrades Agency subsequently increases its rating on this series of Securities to BBB- “BBB-” (or its equivalent, in the case of a equivalent if with respect to any Substitute Rating Agency) or higher, the per annum interest rate on the Notes this series, of such series Securities will be decreased to the interest rate payable set forth on the Notes face of such series on the date of their initial issuance (and if one such upgrade occurs and the other does not, the interest rate on the Notes of such series will be decreased so that it does not reflect any increase attributable to the upgrading Interest Rate Rating Agency)this Security. In addition, the interest rates on the Notes of a series will permanently cease to be subject to any No adjustment described above (notwithstanding any subsequent downgrade in the ratings by any of the Interest Rate Rating Agencies) if the Notes of such series become rated Baa1 and BBB+ (or, in either case, the equivalent thereof, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, any Substitute Rating Agency), respectively (or one of these ratings if the Notes of such series are only rated by one rating agency). Each adjustment required by any downgrade or upgrade in a rating set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any Substitute Rating Agency), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate on the Notes of a series be reduced to below the interest rate payable on the Notes of such series on the date of their initial issuance or (2) the total increase in the interest rate on the Notes this series of such series exceed 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuance. No adjustments in the interest rate of the Notes of a series Securities shall be made solely as a result of an Interest Rate Rating Agency ceasing to provide a rating on the Notes of such seriesrating. If at any time less than two Interest Rate Rating Agencies provide a rating on this series of the Notes of such series for reasons beyond the Company’s controlSecurities, the Company will use its commercially reasonable efforts to obtain a rating on this series of Securities from another “nationally recognized statistical rating organization” within the meaning of Rule 15c3-l (c)(2)(vi)(F) under the Exchange Act, to the extent one exists, and if another nationally recognized statistical rating organization rates this series of Securities (such organization, as certified by a resolution of the Notes Company’s board of such series from directors, a “Substitute Rating Agency, if one exists, in which case”), for purposes of determining any increase or decrease in the per annum interest rate on the Notes this series of such series Securities pursuant to the tables above above, (a1) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency to provide a rating on this series of the Notes of such series Securities but which has since ceased to provide such rating, (b2) the relative rating ratings scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will shall be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, and S&P in such table tables, and (c3) the per annum interest rate on the Notes this series of a series Securities will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable set forth on the Notes face of a series on the date of their initial issuance this Security plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b2) above) (plus any applicable percentage points resulting from a decreased rating by the other Interest Rate Rating Agency). For so long as (a) only one Interest Rate Rating Agency provides a rating on this series of the Notes of a seriesSecurities, any subsequent increase or decrease in the interest rate on this series of the Notes of such series Securities necessitated by a reduction or increase in the rating by the that Interest Rate Rating Agency providing the rating shall be twice the applicable percentage set forth in the applicable table above. For so long as above and (b) no Interest Rate Rating Agency provides a rating on this series of the Notes of a seriesSecurities, the interest rate on the Notes this series of such series Securities will increase to, or remain at, as the case may be, 2.00% above the interest rate payable set forth on the Notes face of such this Security. If Moody’s or S&P ceases to rate this series of Securities or make a rating of this series of Securities publicly available for reasons within the Company’s control, the Company will not be entitled to obtain a rating from a Substitute Rating Agency and the increase or decrease in the per annum interest rate on this series of Securities shall be determined in the manner described above as if either only one or no Interest Rate Rating Agency provides a rating on this series of Securities, as the case may be. Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of Moody’s, S&P or any Substitute Rating Agency, shall be made independent of (and in addition to) any and all other adjustments. In no event shall (1) the per annum interest rate on this series of Securities be reduced below the interest rate as set forth on the date face of their initial issuancethis Security or (2) the per annum interest rate on this series of Securities exceed 2.00% above the interest rate set forth on the face of this Security. Any interest rate increase or decrease described above will take effect from on the first next business day after the rating change has occurred. The Company shall promptly advise the Trustee of each change in interest rate, change in rating or the appointment and identity of any Substitute Rating Agency by Company Notice. The Trustee shall not be responsible for determining the interest period commencing after the date rate that may be in effect from time to time. The interest rates on which a rating change occurs that requires an this series of Securities will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the interest rate. If ratings by any Interest Rate Rating Agency changes Agency) if this series of Securities becomes rated “A3” (or its rating equivalent) or higher by Moody’s (or any Substitute Rating Agency) and “A-” (or its equivalent) or higher by S&P (or any Substitute Rating Agency), or one of those ratings if this series of Securities is rated by only one Interest Rate Rating Agency, in each case with a stable or positive outlook. Reference is hereby made to the Notes further provisions of a series more than once prior this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any particular interest payment date, benefit under the last change by such agency prior to such interest payment date will control Indenture or be valid or obligatory for purposes of any interest rate increase or decrease with respect to the Notes of a series described above relating to such rating agency’s action. If the interest rate payable on the Notes of a series is increased as described above, the term “interest,” as used with respect to the Notes of such series, will be deemed to include any such additional interest unless the context otherwise requirespurpose.
Appears in 2 contracts
Samples: Indenture Agreement (Staples Inc), Global Security Agreement (Staples Inc)
Interest Rate Adjustment. The interest rate payable on this series of Securities will be subject to adjustments from time to time if either Xxxxx’x Investors Service, Inc. (“Moody’s or S&P ’s”) (or, if applicable, Fitch or any “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company (as certified by a resolution of the Company’s board of directors) as a replacement for Moody’s or S&P, as the case may be (each, a “Substitute Rating Agency”) downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the Notes, in the manner described below. Each of Moody’s, S&P and any Substitute Rating Agency is an (as defined below)) or Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc. (“Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.S&P”
(a) If the rating assigned by Moody’s (or, if applicable, any Substitute Rating Agency) downgrades (or subsequently upgrades) the rating assigned to this series of Securities, as set forth below. If the Notes rating with respect to this series of Securities from Moody’s or any Substitute Rating Agency thereof is decreased to a rating set forth in the immediately following table, the interest rate on the Notes this series of Securities will increase such that it will equal from the interest rate payable on the Notes this series of such series Securities set forth on the date face of their initial issuance plus this Security by the percentage points set forth below opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(b) below): that rating. Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % * Including the equivalent ratings rating of any Substitute Rating Agency.
(b) . If the rating assigned by with respect to this series of Securities from S&P (or, if applicable, or any Substitute Rating Agency) of a series of Notes Agency thereof is decreased to a rating set forth in the immediately following table, the interest rate on the Notes this series of such series Securities will increase such that it will equal from the interest rate payable on the Notes this series of such series Securities on the date set forth on the face of their initial issuance plus this Security by the percentage points set forth below opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(a) above): that rating. BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % * Including the equivalent ratings rating of any Substitute Rating Agency. If at any time the interest rate on the Notes this series of Securities has been adjusted upward as a result of a decrease in a rating by an Interest Rate Rating Agency and that Interest Rate Rating Agency subsequently increases its rating on this series has been increased and of Securities to any of the Interest Rate Rating Agencies subsequently upgrades its rating of ratings set forth in the Notes of such seriestables above, the per annum interest rate on the Notes this series of such series Securities will be decreased such that the per annum interest rate for the Notes of such series equals the interest rate payable set forth on the Notes face of such series on the date of their initial issuance this Security plus the percentages percentage points set forth opposite the ratings from the tables above in effect immediately following the upgrade increase in rating. If the tables above; provided, however, that if Moody’s or any Substitute Rating Agency subsequently increases its rating on this series of Securities to “Baa3” (or its equivalent if with respect to any Substitute Rating Agency) subsequently upgrades its rating of the Notes of such series to Baa3 (or its equivalent, in the case of a Substitute Rating Agency) or higher, higher and S&P (or any Substitute Rating Agency) upgrades Agency subsequently increases its rating on this series of Securities to BBB- “BBB-” (or its equivalent, in the case of a equivalent if with respect to any Substitute Rating Agency) or higher, the per annum interest rate on the Notes this series of such series Securities will be decreased to the interest rate payable set forth on the Notes face of such series on the date of their initial issuance (and if one such upgrade occurs and the other does not, the interest rate on the Notes of such series will be decreased so that it does not reflect any increase attributable to the upgrading Interest Rate Rating Agency)this Security. In addition, the interest rates on the Notes of a series will permanently cease to be subject to any No adjustment described above (notwithstanding any subsequent downgrade in the ratings by any of the Interest Rate Rating Agencies) if the Notes of such series become rated Baa1 and BBB+ (or, in either case, the equivalent thereof, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, any Substitute Rating Agency), respectively (or one of these ratings if the Notes of such series are only rated by one rating agency). Each adjustment required by any downgrade or upgrade in a rating set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any Substitute Rating Agency), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate on the Notes of a series be reduced to below the interest rate payable on the Notes of such series on the date of their initial issuance or (2) the total increase in the interest rate on the Notes this series of such series exceed 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuance. No adjustments in the interest rate of the Notes of a series Securities shall be made solely as a result of an Interest Rate Rating Agency ceasing to provide a rating on the Notes of such seriesrating. If at any time less than two Interest Rate Rating Agencies provide a rating on this series of the Notes of such series for reasons beyond the Company’s controlSecurities, the Company will use its commercially reasonable efforts to obtain a rating on this series of Securities from another “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, to the extent one exists, and if another nationally recognized statistical rating organization rates this series of Securities (such organization, as certified by a resolution of the Notes Company’s board of such series from directors, a “Substitute Rating Agency, if one exists, in which case”), for purposes of determining any increase or decrease in the per annum interest rate on the Notes this series of such series Securities pursuant to the tables above above, (a1) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency to provide a rating on this series of the Notes of such series Securities but which has since ceased to provide such rating, (b2) the relative rating ratings scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will shall be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, and S&P in such table tables, and (c3) the per annum interest rate on the Notes this series of a series Securities will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable set forth on the Notes face of a series on the date of their initial issuance this Security plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b2) above) (plus any applicable percentage points resulting from a decreased rating by the other Interest Rate Rating Agency). For so long as (a) only one Interest Rate Rating Agency provides a rating on this series of the Notes of a seriesSecurities, any subsequent increase or decrease in the interest rate on this series of the Notes of such series Securities necessitated by a reduction or increase in the rating by the that Interest Rate Rating Agency providing the rating shall be twice the applicable percentage set forth in the applicable table above. For so long as above and (b) no Interest Rate Rating Agency provides a rating on this series of the Notes of a seriesSecurities, the interest rate on the Notes this series of such series Securities will increase to, or remain at, as the case may be, 2.00% above the interest rate payable set forth on the Notes face of such this Security. If Moody’s or S&P ceases to rate this series of Securities or make a rating of this series of Securities publicly available for reasons within the Company’s control, the Company will not be entitled to obtain a rating from a Substitute Rating Agency and the increase or decrease in the per annum interest rate on this series of Securities shall be determined in the manner described above as if either only one or no Interest Rate Rating Agency provides a rating on this series of Securities, as the case may be. Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of Moody’s, S&P or any Substitute Rating Agency, shall be made independent of (and in addition to) any and all other adjustments. In no event shall (1) the per annum interest rate on this series of Securities be reduced below the interest rate as set forth on the date face of their initial issuancethis Security or (2) the per annum interest rate on this series of Securities exceed 2.00% above the interest rate set forth on the face of this Security. Any interest rate increase or decrease described above will take effect from on the first next business day after the rating change has occurred. The Company shall promptly advise the Trustee of each change in interest rate, change in rating or the appointment and identity of any Substitute Rating Agency by Company Notice. The Trustee shall not be responsible for determining the interest period commencing after the date rate that may be in effect from time to time. The interest rates on which a rating change occurs that requires an this series of Securities will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the interest rate. If ratings by any Interest Rate Rating Agency changes Agency) if this series of Securities becomes rated “A3” (or its rating equivalent) or higher by Moody’s (or any Substitute Rating Agency) and “A-” (or its equivalent) or higher by S&P (or any Substitute Rating Agency), or one of those ratings if this series of Securities are rated by only one Interest Rate Rating Agency, in each case with a stable or positive outlook. Reference is hereby made to the Notes further provisions of a series more than once prior this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any particular interest payment date, benefit under the last change by such agency prior to such interest payment date will control Indenture or be valid or obligatory for purposes of any interest rate increase or decrease with respect to the Notes of a series described above relating to such rating agency’s action. If the interest rate payable on the Notes of a series is increased as described above, the term “interest,” as used with respect to the Notes of such series, will be deemed to include any such additional interest unless the context otherwise requirespurpose.
Appears in 2 contracts
Samples: Note Agreement (Staples Inc), Note Agreement (Staples Inc)
Interest Rate Adjustment. The interest rate payable will on the Notes shall be subject to adjustments from time to time if either Moody’s or S&P orXxxxx’x Investors Service, if applicableInc., Fitch or any successor thereto (“nationally recognized statistical rating organization” within the meaning of Section 3(a)(62Moody’s”) of the Exchange Act selected by the Company (as certified by a resolution of the Companyor Standard & Poor’s board of directors) as a replacement for Moody’s or S&P, as the case may be (eachRatings Services, a division of XxXxxx-Xxxx, Inc., or any successor thereto (“Substitute Rating AgencyS&P”) downgrades (or downgrades and subsequently upgrades) the credit debt rating assigned to the Notes, in the manner described as set forth below. Each of Moody’s, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.”
(a) If the rating assigned by from Moody’s (or, if applicable, any Substitute Rating Agency) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes will shall increase such that it will equal from the interest rate payable on the Notes of such series on the date of their initial issuance plus (the “Original Interest Rate”) by the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(b) below): that rating: Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency.
(b) If the rating assigned by from S&P (or, if applicable, any Substitute Rating Agency) of a series of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes of such series will shall increase such that it will equal from the interest rate payable on the Notes of such series on the date of their initial issuance plus Original Interest Rate by the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(a) above): that rating: BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % * Including Notwithstanding the equivalent ratings of any Substitute Rating Agency. If foregoing, if at any time the interest rate on the Notes of a series has been increased adjusted upward and any of either Moody’s or S&P, as the Interest Rate Rating Agencies case may be, subsequently upgrades increases its rating of the Notes to any of such seriesthe threshold ratings set forth in the tables above, the interest rate on the Notes of such series will shall be decreased such that the interest rate for the Notes of such series equals the interest rate payable on the Notes of such series on the date of their initial issuance Original Interest Rate plus the percentages set forth opposite the ratings from the tables above in effect immediately following the upgrade in ratingincrease. If Moody’s (or any Substitute Rating Agency) subsequently upgrades increases its rating of the Notes of such series to Baa3 (or its equivalent, in the case of a Substitute Rating Agency) or higher, higher and S&P (or any Substitute Rating Agency) upgrades increases its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher, higher the interest rate on the Notes of such series will shall be decreased to the interest rate payable on the Notes of such series on the date of their initial issuance (and if one such upgrade occurs and the other does not, the interest rate on the Notes of such series will be decreased so that it does not reflect any increase attributable to the upgrading Original Interest Rate Rating Agency). In addition, the interest rates on the Notes of a series will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade in the ratings by any of the Interest Rate Rating Agencies) if the Notes of such series become rated Baa1 and BBB+ (or, in either case, the equivalent thereof, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, any Substitute Rating Agency), respectively (or one of these ratings if the Notes of such series are only rated by one rating agency)Rate. Each adjustment required by any downgrade decrease or upgrade increase in a rating set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any Substitute Rating Agency)S&P, shall be made independent of any and all other adjustments. In no event shall (1) the interest rate on for the Notes of a series be reduced to below the interest rate payable on the Notes of such series on the date of their initial issuance Original Interest Rate or (2) the total increase in the interest rate on the Notes of such series exceed 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuance. No adjustments in the interest rate of the Notes of a series shall be made solely as a result of an Original Interest Rate Rating Agency ceasing to provide a rating on the Notes of such seriesRate. If at any time less than two Interest Rate Rating Agencies provide a rating of the Notes of such series for reasons beyond the Companyeither Moody’s control, the Company will use its commercially reasonable efforts to obtain a rating of the Notes of such series from a Substitute Rating Agency, if one exists, in which case, for purposes of determining any increase or decrease in the interest rate on the Notes of such series pursuant to the tables above (a) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency S&P ceases to provide a rating of the Notes of such series but which has since ceased to provide such rating, (b) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (c) the interest rate on the Notes of a series will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes of a series on the date of their initial issuance plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agency). For so long as only one Interest Rate Rating Agency provides a rating of the Notes of a seriesNotes, any subsequent increase or decrease in the interest rate of the Notes of such series necessitated by a reduction or increase in the rating by the Interest Rate Rating Agency providing agency continuing to provide the rating shall be twice the applicable percentage set forth in the applicable table above. For so long No adjustments in the interest rate of the Notes shall be made solely as no Interest Rate Rating Agency provides a result of either Moody’s or S&P ceasing to provide a rating. If both Moody’s and S&P cease to provide a rating of the Notes of a seriesNotes, the interest rate on the Notes of such series will shall increase to, or remain at, as the case may be, 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuanceOriginal Interest Rate. Any interest rate increase or decrease described above will shall take effect from the first day of the interest period commencing after the date on during which a rating change occurs that requires an adjustment in the interest rate. If any Interest Rate Rating Agency changes its rating of the Notes of a series more than once prior to any particular interest payment date, the last change by such agency prior to such interest payment date will control for purposes of any The interest rate increase or decrease with respect to the Notes of a series described above relating to such rating agency’s action. If the interest rate payable on the Notes of a series is increased as shall permanently cease to be subject to any adjustment described aboveabove (notwithstanding any subsequent decrease in the ratings by either or both rating agencies) and, the term “interest,” as used with respect if applicable, shall be decreased to the Original Interest Rate, if the Notes become rated Baa2 and BBB or higher by Moody’s and S&P, respectively (or one of such seriesthese ratings if only rated by one rating agency), will be deemed to include any such additional interest unless with a stable or positive outlook by each of the context otherwise requiresrating agencies.
Appears in 2 contracts
Samples: Supplemental Indenture (Janus Capital Group Inc), First Supplemental Indenture (Janus Capital Group Inc)
Interest Rate Adjustment. The interest rate payable on this Security will be subject to adjustments from time to time if either Moody’s or S&P or, if applicableeither Moody’s or S&P ceases to rate this Security or fails to make a rating of this Security publicly available for reasons outside of the Company’s control, Fitch or any “a ‘‘nationally recognized statistical rating organization” ’’ within the meaning of Section 3(a)(62Rule 15c3- 1(c)(2)(vi)(F) of under the Exchange Act selected by the Company (as certified by a resolution of the Company’s board of directors) as a replacement agency for Moody’s or S&P, as the case may be S&P (each, a “‘‘Substitute Rating Agency”) ’’), downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the Notesthis Security, in the manner described below. Each of Moody’s, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.”
(a) If the rating assigned by from Moody’s (oror a Substitute Rating Agency, if applicable, any Substitute Rating Agency) of the Notes this Security is decreased to a rating set forth in the immediately following table, the interest rate on the Notes this Security will increase such that it will equal the interest rate payable on the Notes of such series this Security on the date of their its initial issuance plus the percentage set forth opposite the rating in ratings from the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(b) below): : Xxxxx’x Rating* Percentage Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency.
(b) . If the rating assigned by from S&P (oror a Substitute Rating Agency, if applicable, any Substitute Rating Agency) of a series of Notes this Security is decreased to a rating set forth in the immediately following table, the interest rate on the Notes of such series this Security will increase such that it will equal the interest rate payable on the Notes of such series this Security on the date of their its initial issuance plus the percentage set forth opposite the rating in ratings from the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(a) above): below: S&P Rating* Percentage BB+ 0.25 % BB 0.50 % BB- BB– 0.75 % B+ or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency. If at any time the interest rate on the Notes of a series this Security has been increased adjusted upward and either Moody’s or S&P (or, in either case, a Substitute Rating Agency, if applicable), as the case may be, subsequently increases its rating of this Security to any of the Interest Rate Rating Agencies subsequently upgrades its rating of the Notes of such seriesthreshold ratings set forth above, the interest rate on the Notes of such series this Security will be decreased such that the interest rate for the Notes of such series this Security equals the interest rate payable on the Notes of such series this Security on the date of their its initial issuance plus the percentages set forth opposite the ratings from the tables above in effect immediately following the upgrade increase in rating. If Moody’s (or any a Substitute Rating Agency, if applicable) subsequently upgrades increases its rating of the Notes of such series this Security to Baa3 (or its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P (or any a Substitute Rating Agency, if applicable) upgrades increases its rating to BBB- BBB– (or its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes of such series this Security will be decreased to the interest rate payable on the Notes of such series this Security on the date of their its initial issuance (and if one such upgrade occurs and the other does not, the interest rate on the Notes of such series will be decreased so that it does not reflect any increase attributable to the upgrading Interest Rate Rating Agency)issuance. In addition, the interest rates on the Notes of a series this Security will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade decrease in the ratings by any of the Interest Rate Rating Agencieseither or both rating agencies) if the Notes of such series become this Security becomes rated Baa1 and BBB+ (or, in either case, or the equivalent thereofof either such rating, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, any a Substitute Rating Agency, if applicable), respectively (or one of these ratings if the Notes of such series are this Security is only rated by one rating agency). Each adjustment required by any downgrade decrease or upgrade increase in a rating set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any a Substitute Rating Agency, if applicable), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate on the Notes of a series for this Security be reduced to below the interest rate payable on the Notes of such series this Security on the date of their its initial issuance or (2) the total increase in the interest rate on the Notes of such series this Security exceed 2.00% above the interest rate payable on the Notes of such series this Security on the date of their its initial issuance. No adjustments in the interest rate of the Notes of a series this Security shall be made solely as a result of an Interest Rate Rating Agency a rating agency ceasing to provide a rating on the Notes of such seriesthis Security. If at any time less than two Interest Rate Rating Agencies Moody’s or S&P ceases to provide a rating of the Notes of such series this Security for reasons a reason beyond the Company’s control, the Company will use its commercially reasonable efforts to obtain a rating of the Notes of such series this Security from a Substitute Rating Agency, if to the extent one exists, in which caseand if a Substitute Rating Agency exists, for purposes of determining any increase or decrease in the interest rate on the Notes of such series this Security pursuant to the tables above (a) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency rating agency to provide a rating of the Notes of such series this Security but which has since ceased to provide such rating, (b) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (c) the interest rate on the Notes of a series this Security will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes of a series this Security on the date of their its initial issuance plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agencyrating agency). For so long as only one Interest Rate Rating Agency rating agency provides a rating of the Notes of a seriesthis Security, any subsequent increase or decrease in the interest rate of the Notes of such series this Security necessitated by a reduction or increase in the rating by the Interest Rate Rating Agency agency providing the rating shall be twice the applicable percentage set forth in the applicable table above. For so long as no Interest Rate none of Moody’s, S&P or a Substitute Rating Agency provides a rating of the Notes of a seriesthis Security, the interest rate on the Notes of such series this Security will increase to, or remain at, as the case may be, 2.00% above the interest rate payable on the Notes of such series this Security on the date of their its initial issuance. If Moody’s or S&P either ceases to rate this Security for reasons within the Company’s control or ceases to make a rating of this Security publicly available for reasons within the Company’s control, the Company will not be entitled to obtain a rating from a Substitute Rating Agency and the increase or decrease in the interest rate of this Security shall be determined in the manner described above as if either only one or no rating agency provides a rating of this Security, as the case may be. Any interest rate increase or decrease described above will take effect from the first day of the interest period commencing after the date on which a rating change occurs that requires an adjustment in the interest rate. If any Interest Rate Moody’s or S&P (or, in either case, a Substitute Rating Agency Agency, if applicable) changes its rating of the Notes of a series this Security more than once prior to during any particular interest payment dateperiod, the last change by such agency prior to such interest payment date will control for purposes of any interest rate increase or decrease with respect to the Notes of a series this Security described above relating to such rating agency’s action. If the interest rate payable on the Notes of a series this Security is increased as described above, above the term “‘‘interest,” ’’ as used with respect to the Notes of such seriesthis Security, will be deemed to include any such additional interest unless the context otherwise requires.
Appears in 1 contract
Interest Rate Adjustment. (a) The interest rate payable on this Note will be subject to adjustments adjustment from time to time if either Xxxxx’x Investors Service, Inc. (“Moody’s”) or Standard & Poor’s Ratings Services (“S&P”), or, if either Moody’s or S&P orceases to rate this Note or fails to make a rating of this Note publicly available for reasons outside of the Company’s control, if applicable, Fitch or any a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of under the Exchange Act selected by the Company (as certified by a resolution of the Company’s board of directors) as a replacement agency for Moody’s or S&P, as the case may be S&P (each, a “Substitute Rating Agencysubstitute rating agency”) ), downgrades (or downgrades and subsequently upgrades) the credit debt rating assigned applicable to the Notes, in the manner described notes (a “rating”) as set forth below. Each of Moody’s, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.”
(a) If the rating assigned by from Moody’s (or, if applicable, any Substitute Rating Agencyor a substitute rating agency therefor) of the Notes applicable to this Note is decreased to a rating set forth in the immediately following table, the interest rate on the Notes will this Note shall increase such from that it will equal the interest rate payable set forth on the Notes face of such series on the date of their initial issuance plus this Note by the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(b) below): that rating: Ba1 0.25 % 25 basis points Ba2 0.50 % 50 basis points Ba3 0.75 % 75 basis points B1 or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency.
(b) 100 basis points If the rating assigned by from S&P (or, if applicable, any Substitute Rating Agencyor a substitute rating agency therefor) of a series of Notes applicable to this Note is decreased to a rating set forth in the immediately following table, the interest rate on the Notes of such series will this Note shall increase such that it will equal from the interest rate payable set forth on the Notes face of such series on the date of their initial issuance plus this Note by the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(a) above): that rating: BB+ 0.25 % 25 basis points BB 0.50 % 50 basis points BB- 0.75 % 75 basis points B+ or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency. 100 basis points If at any time the interest rate on the Notes of Moody’s or S&P (or, in either case, a series has been increased and substitute rating agency therefor) subsequently increases its rating applicable to this Note to any of the Interest Rate Rating Agencies subsequently upgrades its rating of the Notes of such seriesthreshold ratings set forth above, the interest rate on the Notes of such series will this Note shall be decreased such that the interest rate for the Notes of such series this Note equals the interest rate payable set forth on the Notes face of such series on the date of their initial issuance this Note plus the percentages percentage set forth opposite the ratings from the tables above in effect immediately following the upgrade in rating. If Moody’s (or any Substitute Rating Agency) subsequently upgrades its rating of the Notes of such series to Baa3 (or its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P (or any Substitute Rating Agency) upgrades its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes of such series will be decreased to the interest rate payable on the Notes of such series on the date of their initial issuance (and if one such upgrade occurs and the other does not, the interest rate on the Notes of such series will be decreased so that it does not reflect any increase attributable to the upgrading Interest Rate Rating Agency). In addition, the interest rates on the Notes of a series will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade in the ratings by any of the Interest Rate Rating Agencies) if the Notes of such series become rated Baa1 and BBB+ (or, in either case, the equivalent thereof, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, any Substitute Rating Agency), respectively (or one of these ratings if the Notes of such series are only rated by one rating agency)increase. Each adjustment required by any downgrade decrease or upgrade increase in a rating set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any Substitute Rating Agencya substitute rating agency therefor), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate on the Notes of a series be reduced to below the interest rate payable on the Notes of such series on the date of their initial issuance or (2) the total increase in the interest rate on the Notes of such series exceed 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuance. No adjustments in the interest rate of the Notes of a series shall be made solely as a result of an Interest Rate Rating Agency ceasing to provide a rating on the Notes of such series. If at any time less than two Interest Rate Rating Agencies provide a rating of the Notes of such series for reasons beyond the Company’s control, the Company will use its commercially reasonable efforts to obtain a rating of the Notes of such series from a Substitute Rating Agency, if one exists, in which case, for purposes of determining any increase or decrease in the interest rate on the Notes of such series pursuant to the tables above (a) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency to provide a rating of the Notes of such series but which has since ceased to provide such rating, (b) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (c) the interest rate on the Notes of a series will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes of a series on the date of their initial issuance plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agency). For so long as only one Interest Rate Rating Agency provides a rating of the Notes of a series, any subsequent increase or decrease in the interest rate of the Notes of such series necessitated by a reduction or increase in the rating by the Interest Rate Rating Agency providing the rating shall be twice the applicable percentage set forth in the applicable table above. For so long as no Interest Rate Rating Agency provides a rating of the Notes of a series, the interest rate on the Notes of such series will increase to, or remain at, as the case may be, 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuance. Any interest rate increase or decrease described above will take effect from the first day of the interest period commencing after the date on which a rating change occurs that requires an adjustment in the interest rate. If any Interest Rate Rating Agency changes its rating of the Notes of a series more than once prior to any particular interest payment date, the last change by such agency prior to such interest payment date will control for purposes of any interest rate increase or decrease with respect to the Notes of a series described above relating to such rating agency’s action. If the interest rate payable on the Notes of a series is increased as described above, the term “interest,” as used with respect to the Notes of such series, will be deemed to include any such additional interest unless the context otherwise requires.
Appears in 1 contract
Interest Rate Adjustment. The interest rate payable Note Interest Rate will be subject to adjustments from time to time if either Xxxxx’x Investors Service, Inc. (“Moody’s or S&P or, if applicable, Fitch or any “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company (as certified by a resolution of the Company’s board of directors) as a replacement for Moody’s or S&P, as the case may be (each, a “Substitute Rating Agency’s”) downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the Notes, in the manner described below. Each of Moody’s, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.”
(a) If the rating assigned by Moody’s (or, if applicable, any Substitute Rating Agency (as defined below)) or Standard & Poor’s Ratings Services, a division of S&P Global Inc. (“S&P”) downgrades (or subsequently upgrades) the debt rating assigned to the Notes, as set forth below. If the rating from Moody’s or S&P (or, in either case if applicable, any Substitute Rating Agency) of with respect to the Notes (each, an “Applicable Rating Agency,” and collectively, the “Applicable Rating Agencies”) is decreased to a rating set forth in the immediately following tabletable with respect to that Applicable Rating Agency, the interest rate on the Notes Note Interest Rate will increase such that it will equal the interest rate payable on the Notes of such series on the date of their initial issuance plus from 3.600% by the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(b) below): that rating: 1 Ba1 0.25 BB+ 0.25% 2 Ba2 0.50 BB 0.50% 3 Ba3 0.75 BB– 0.75% 4 B1 or below 1.00 B+ or 1.00% * Including the equivalent ratings of any Substitute Rating Agency.
(b) Agency If at any time the rating assigned by S&P (or, if applicable, any Substitute Rating Agency) Note Interest Rate has been adjusted upward as a result of a series of Notes is decreased to decrease in a rating by an Applicable Rating Agency and that Applicable Rating Agency subsequently increases its rating with respect to the Notes to any of the threshold ratings set forth in above, the immediately following table, Note Interest Rate will be decreased such that the interest rate on the Notes of such series will increase such that it will equal the interest rate payable on the Notes of such series on the date of their initial issuance per annum equals 3.600% plus the percentage set forth opposite the rating in effect immediately following the table below (plus, if applicable, the percentage set forth opposite the rating increase in the table under Section 108(a) above): BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ ; provided that if Moody’s or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency. If at any time the interest rate on the Notes of a series has been increased and any of the Interest Rate Rating Agencies Agency subsequently upgrades increases its rating of the Notes of such series, the interest rate on the Notes of such series will be decreased such that the interest rate for the Notes of such series equals the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentages set forth opposite the ratings from the tables above in effect immediately following the upgrade in rating. If Moody’s to “Baa3” (or its equivalent if with respect to any Substitute Rating Agency) or higher and S&P or any Substitute Rating Agency subsequently upgrades increases its rating of the Notes of such series to Baa3 “BBB-” (or its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P (or equivalent if with respect to any Substitute Rating Agency) upgrades its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes of such series Note Interest Rate will be decreased to 3.600%. No adjustment in the interest rate payable on the Notes of such series on the date of their initial issuance (and if one such upgrade occurs and the other does not, the interest rate on the Notes of such series will be decreased so that it does not reflect any increase attributable to the upgrading Note Interest Rate Rating Agency). In addition, the interest rates on the Notes of a series will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade in the ratings by any of the Interest Rate Rating Agencies) if the Notes of such series become rated Baa1 and BBB+ (or, in either case, the equivalent thereof, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, any Substitute Rating Agency), respectively (or one of these ratings if the Notes of such series are only rated by one rating agency). Each adjustment required by any downgrade or upgrade in a rating set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any Substitute Rating Agency), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate on the Notes of a series be reduced to below the interest rate payable on the Notes of such series on the date of their initial issuance or (2) the total increase in the interest rate on the Notes of such series exceed 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuance. No adjustments in the interest rate of the Notes of a series shall be made solely as a result of an Interest Rate Applicable Rating Agency ceasing to provide a rating on the Notes of such seriesrating. If at any time less than two Interest Rate Applicable Rating Agencies provide a rating of the Notes of such series for reasons beyond the Company’s controlNotes, the Company will use its commercially reasonable efforts to obtain a rating of the Notes from another nationally recognized statistical rating organization, to the extent one exists, and if another nationally recognized statistical rating organization rates the Notes (such organization, as certified by a resolution of such series from the Company’s Board of Directors, a “Substitute Rating Agency, if one exists, in which case”), for purposes of determining any increase or decrease in the interest rate on the Notes of such series Note Interest Rate pursuant to the tables table above (a) such Substitute Rating Agency will be substituted for the last Interest Rate Applicable Rating Agency to provide a rating of the Notes of such series but which has since ceased to provide such rating, (b) the relative rating ratings scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will shall be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, and S&P in such table and (c) the interest rate on the Notes of a series Note Interest Rate will increase or decrease, as the case may be, such that the interest rate per annum equals the interest rate payable on the Notes of a series on the date of their initial issuance 3.600% plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agency). For so long as (i) only one Interest Rate Applicable Rating Agency provides a rating of the Notes of a seriesNotes, any subsequent increase or decrease in the interest rate of the Notes of such series Note Interest Rate necessitated by a reduction or increase in the rating by the Interest Rate that Applicable Rating Agency providing the rating shall be twice the applicable percentage set forth in the applicable table above. For so long as above and (ii) no Interest Rate Applicable Rating Agency provides a rating of the Notes of a seriesNotes, the interest rate on the Notes of such series Note Interest Rate will increase to, or remain at, as the case may be, 2.005.600%. Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of Moody’s, S&P or any Substitute Rating Agency, shall be made independent of (and in addition to) any and all other adjustments. In no event shall (1) the Note Interest Rate be reduced below 3.600% above or (2) the interest rate payable on the Notes of such series on the date of their initial issuanceNote Interest Rate exceed 5.600%. Any interest rate increase or decrease described above will take effect from the first day of the interest period commencing after payment date following the date on which a rating change occurs that requires an adjustment in the interest rate. If Moody’s or S&P (or any Interest Rate Substitute Rating Agency Agency) changes its rating of the Notes of a series more than once prior to any particular interest payment date, the last change by such agency prior to such interest payment date will control for purposes of any interest rate increase or decrease with respect to the Notes of a series described above relating to such rating agencyApplicable Rating Agency’s action. If The Note Interest Rate will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the interest rate payable on ratings by any Applicable Rating Agency) if the Notes become rated “A3” (or its equivalent) or higher by Moody’s (or any Substitute Rating Agency) and “A-” (or its equivalent) or higher by S&P (or any Substitute Rating Agency), or one of those ratings if only rated by one Applicable Rating Agency, in each case with a series is increased as described above, the term “interest,” as used with respect to the Notes of such series, will be deemed to include any such additional interest unless the context otherwise requiresstable or positive outlook.
Appears in 1 contract
Interest Rate Adjustment. The interest rate payable on the Notes will be subject to adjustments from time to time if either Xxxxx’x Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors (“Moody’s”) or S&P Global Ratings, a division of S&P Global Inc., and its successors (“S&P”) or, if either of Moody’s or S&P orceases to rate the Notes or fails to make a rating of the Notes publicly available, if applicablein each case for reasons outside of the control of the Company, Fitch or any a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company (as certified by a resolution of the Company’s board Board of directorsDirectors) as a replacement agency for Moody’s or S&P, or both of them, as the case may be (each, a “Substitute Rating Agency”) ), downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the Notes, in the manner described below. Each of Moody’s, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.”
(a) If the rating assigned by Moody’s (or, if applicable, or any Substitute Rating AgencyAgency therefor) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes will increase such that it will equal from the interest rate payable on the Notes of such series on the date of their initial issuance plus issuance, by an amount equal the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(b) below“S&P Rating Percentage”): Moody’s Rating* Percentage Ba1 0.25 0.25% Ba2 0.50 0.50% Ba3 0.75 0.75% B1 or below 1.00 1.00% * Including the equivalent ratings of any Substitute Rating Agency.
(b) . If the rating assigned by S&P (or, if applicable, or any Substitute Rating AgencyAgency therefor) of a series of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes of such series will increase such that it will equal from the interest rate payable on the Notes of such series on the date of their initial issuance plus issuance, by an amount equal the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(a) above“Moody’s Rating Percentage”): S&P Rating* Percentage BB+ 0.25 0.25% BB 0.50 0.50% BB- 0.75 0.75% B+ or below 1.00 1.00% * Including the equivalent ratings of any Substitute Rating Agency. If at any time the interest rate on the Notes of a series has been increased and any of either Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor), as the Interest Rate Rating Agencies case may be, subsequently upgrades its rating of the Notes to any of such seriesthe ratings set forth above, the interest rate on the Notes of such series will be decreased such that the interest rate for the Notes of such series equals the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentages set forth opposite the ratings from the tables above in effect immediately following the upgrade in rating. If Moody’s (or any Substitute Rating AgencyAgency therefor) subsequently upgrades its rating of the Notes of such series to Baa3 (or its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P (or any Substitute Rating AgencyAgency therefor) upgrades its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes of such series will be decreased to the interest rate payable on the Notes of such series on the date of their initial issuance (and if one such upgrade occurs and the other does not, the interest rate on the Notes of such series will be decreased so that it does not reflect any increase attributable to the upgrading Interest Rate Rating Agencyrating agency). In addition, the interest rates on the Notes of a series will permanently cease to be subject to any adjustment described above herein (notwithstanding any subsequent downgrade in the ratings by any of the Interest Rate Rating Agencieseither or both rating agencies) if the Notes of such series become rated Baa1 and BBB+ (or, in either case, the equivalent thereof, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, any a Substitute Rating AgencyAgency therefor), respectively (or one of these ratings if the Notes of such series are only rated by one rating agency). Each adjustment required by any downgrade or upgrade in a rating set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any a Substitute Rating AgencyAgency therefor), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate on for the Notes of a series be reduced to below the interest rate payable on the Notes of such series on the date of their initial issuance or (2) the total increase in the interest rate on the Notes of such series exceed 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuance. issuance No adjustments in the interest rate of the Notes of a series shall be made solely as a result of an Interest Rate Rating Agency a rating agency ceasing to provide a rating on of the Notes of such seriesNotes. If at any time less than two Interest Rate Rating Agencies Moody’s or S&P ceases to provide a rating of the Notes of such series for reasons beyond the Company’s controlNotes, the Company will use its commercially reasonable efforts to obtain a rating of the Notes of such series from a Substitute Rating Agency, if one exists, in which case, for purposes of determining any increase or decrease in the interest rate on the Notes of such series pursuant to the tables above (a) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency rating agency to provide a rating of the Notes of such series but which has since ceased to provide such rating, (b) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company us and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (c) the interest rate on the Notes of a series will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes of a series on the date of their initial issuance plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agencyrating agency). For so long as only one Interest Rate Rating Agency rating agency provides a rating of the Notes of a seriesNotes, any subsequent increase or decrease in the interest rate of the Notes of such series necessitated by a reduction or increase in the rating by the Interest Rate Rating Agency rating agency providing the rating shall be twice the applicable percentage set forth in the applicable table above. For so long as no Interest Rate neither Moody’s nor S&P (nor, in either case, a Substitute Rating Agency therefor) provides a rating of the Notes of a seriesNotes, the interest rate on the Notes of such series will increase to, or remain at, as the case may be, 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuance. Any interest rate increase or decrease described above will take effect from the first day of the interest period commencing after Interest Payment Date following the date on which a rating change occurs that requires an adjustment in the interest rate. As such, interest will not accrue at such increased or decreased rate until the next Interest Payment Date following the date on which a rating change occurs. If any Interest Rate Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor) changes its rating of the Notes notes of a the applicable series more than once prior to any particular interest payment dateInterest Payment Date, the last change by such agency prior to such interest payment date Interest Payment Date will control for purposes of any interest rate increase or decrease with respect to the Notes of a series described above relating to such rating agency’s action. If the interest rate payable on the Notes of a series is increased as described above, the term “interest,” as used with respect to the Notes of such seriesNotes, will be deemed to include any such additional interest unless the context otherwise requires. The Company will advise the Trustee and the holders of any occurrence of a rating change that requires an interest rate increase or decrease described above within five Business Days. The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with rights of survivorship and not as tenants in common UNIF GIFT MIN ACT - _____________________________ Custodian for (Cust) _____________________________ (Minor) Under Uniform Gifts to Minors Act of _____________________________ (State) Additional abbreviations may also be used though not on the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto agent to transfer said Note on the books of the Company, with full power of substitution in the premises. Dated: , NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular without alteration or enlargement, or any change whatsoever.
Appears in 1 contract
Samples: Supplemental Indenture
Interest Rate Adjustment. The interest rate payable on each series of Notes will be subject to adjustments from time to time if either Moody’s or S&P or, if applicable, Fitch or any “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company (as certified by a resolution of the Company’s board of directors) as a replacement for Moody’s or S&P, as the case may be (each, a “Substitute Rating Agency”) downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the Notes, in the manner described below. Each of Moody’s, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.”
(a) If the rating assigned by Moody’s 's (or, if applicable, any Substitute Rating Agency) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes will increase such that it will equal the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(b) below): Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency.
(b) If the rating assigned by S&P (or, if applicable, any Substitute Rating Agency) downgrades (or subsequently upgrades) the debt rating assigned to such series of Notes, as set forth below. If the ratings from Moody's or S&P (or, in either case if applicable, any Substitute Rating Agency) with respect to the Notes of a series of Notes is decreased to a rating set forth in the immediately following tabletable with respect to that Rating Agency, the per annum interest rate on the Notes of such series will increase such from that it will equal the interest rate payable set forth on the Notes face of such series on the date of their initial issuance plus applicable Note by the percentage set forth opposite the rating in the table that rating: 1 Ba1 BB+ 0.25% 2 Ba2 BB 0.50% 3 Ba3 BB- 0.75% 4 B l or below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(a) above): BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 1.00% * Including the equivalent ratings of any Substitute Rating Agency. Agency If at any time the interest rate on the any series of Notes has been adjusted upward as a result of a decrease in a rating by a Rating Agency and that Rating Agency subsequently increases its rating with respect to such series has been increased and of Notes to any of the Interest Rate Rating Agencies subsequently upgrades its rating of the Notes of such seriesthreshold ratings set forth above, the per annum interest rate on the that series of Notes of such series will be decreased such that the per annum interest rate for the Notes of such series equals the interest rate payable set forth on the Notes face of such series on the date of their initial issuance applicable Note plus the percentages percentage set forth opposite the ratings from the tables above rating in effect immediately following the upgrade increase in rating. If the table above; provided that if Moody’s 's or any Substitute Rating Agency subsequently increases its rating of any series of Notes to "Baa3" (or its equivalent if with respect to any Substitute Rating Agency) subsequently upgrades its rating of the Notes of such series to Baa3 (or its equivalent, in the case of a Substitute Rating Agency) or higher, higher and S&P (or any Substitute Rating Agency) upgrades Agency subsequently increases its rating of any series of Notes to BBB- "BBB-" (or its equivalent, in the case of a equivalent if with respect to any Substitute Rating Agency) or higher, the interest rate on the that series of Notes of such series will be decreased to the interest rate payable on the Notes of such series on the date of their initial issuance (and if one such upgrade occurs and the other does not, the per annum interest rate on the that series of Notes of such series will be decreased so that it does not reflect any increase attributable to the upgrading Interest Rate Rating Agency). In addition, the interest rates set forth on the Notes of a series will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade in the ratings by any face of the Interest Rate Rating Agencies) if the Notes of such series become rated Baa1 and BBB+ (or, in either case, the equivalent thereof, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, any Substitute Rating Agency), respectively (or one of these ratings if the Notes of such series are only rated by one rating agency). Each adjustment required by any downgrade or upgrade in a rating set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any Substitute Rating Agency), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate on the Notes of a series be reduced to below the interest rate payable on the Notes of such series on the date of their initial issuance or (2) the total increase in the interest rate on the Notes of such series exceed 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuanceapplicable Note. No adjustments adjustment in the interest rate of the any series of Notes of a series shall be made solely as a result of an Interest Rate a Rating Agency ceasing to provide a rating on the Notes of such seriesrating. If at any time less than two Interest Rate Rating Agencies provide a rating of the Notes any series of such series for reasons beyond the Company’s controlNotes, the Company Issuer will use its commercially reasonable efforts to obtain a rating of the that series of Notes of such series from a Substitute Rating Agency, if to the extent one exists, in which caseand if a Substitute Rating Agency rates that series of Notes, for purposes of determining any increase or decrease in the per annum interest rate on the that series of Notes of such series pursuant to the tables table above (a) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency to provide a rating of the that series of Notes of such series but which has since ceased to provide such rating, (b) the relative rating ratings scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company Independent Investment Banker and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will shall be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, 's and S&P in such table and (c) the per annum interest rate on the that series of Notes of a series will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable set forth on the Notes face of a series on the date of their initial issuance applicable Note plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agency). For so long as (i) only one Interest Rate Rating Agency provides a rating of the Notes any series of a seriesNotes, any subsequent increase or decrease in the interest rate of the that series of Notes of such series necessitated by a reduction or increase in the rating by the Interest Rate that Rating Agency providing the rating shall be twice the applicable percentage set forth in the applicable table above. For so long as above and (ii) no Interest Rate Rating Agency provides a rating of the Notes any series of a seriesNotes, the interest rate on the that series of Notes of such series will increase to, or remain at, as the case may be, 2.00% above the interest rate payable set forth on the face of the applicable Note. Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of Moody's, S&P or any Substitute Rating Agency, shall be made independent of (and in addition to) any and all other adjustments. In no event shall (l) the per annum interest rate on any series of Notes be reduced below the interest rate set forth on the face of the applicable Note with respect to such series or (2) the per annum interest rate on any series of Notes exceed a rate that is 2.00% above the interest rate set forth on the date face of their initial issuancethe applicable Note. Any interest rate increase or decrease described above will take effect from on the first next business day of the interest period commencing after the date on which a rating change occurs that requires an has occurred. The interest rates on any series of Notes will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the interest rateratings by any Rating Agency) if that series of Notes becomes rated "A3" (or its equivalent) or higher by Moody's (or any Substitute Rating Agency) and "A-" (or its equivalent) or higher by S&P (or any Substitute Rating Agency), or one of those ratings if only rated by one Rating Agency, in each case with a stable or positive outlook. If The Issuer will provide written notice to the Trustee at any Interest Rate time that a Xxxx xx Agency, or Substitute Rating Agency changes its Agency, if applicable, adjusts the ratings applicable to each series of Notes. The Issuer will provide written notice to the Trustee upon selection of a Substitute Rating Agency, which notice shall perm it the Trustee to conclusively rely upon the rating of the each series of Notes of a series more than once prior to any particular interest payment date, the last change assigned by such agency prior to such interest payment date will control for purposes of any interest rate increase or decrease with respect to the Notes of a series described above relating to such rating agency’s action. If the interest rate payable on the Notes of a series is increased as described above, the term “interest,” as used with respect to the Notes of such series, will be deemed to include any such additional interest unless the context otherwise requiresSubstitute Rating Agency.
Appears in 1 contract
Samples: Fifth Supplemental Indenture (Canadian Pacific Railway LTD/Cn)
Interest Rate Adjustment. The interest rate payable will on the 2036 Notes shall be subject to adjustments adjustment from time to time if either Moody’s Xxxxx’x or S&P (or, if applicable, Fitch or any a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of under the Exchange Act selected by the Company (as certified by a resolution of Issuers under the Company’s board of directors) Indenture, as a replacement for Moody’s Xxxxx’x or S&P, or both, as the case may be (each, a “Substitute Rating Agency”)) downgrades (or downgrades and subsequently upgrades) the credit its rating assigned to the 2036 Notes, in the manner described as set forth below. Each of Moody’sXxxxx’x, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.”
” The Trustee shall not be responsible for monitoring the ratings of the 2036 Notes. The Issuers shall notify the Trustee in writing of any adjustment to the interest rate due to a ratings change pursuant to this Section 2 or Section 1(e) of the 2036 Notes Supplemental Indenture (a) as defined below). If the rating assigned by Moody’s of the 2036 Notes from one or both of Xxxxx’x or S&P (or, if applicable, any Substitute Rating Agency) of the Notes is decreased to a rating set forth in either of the immediately following tabletables, the interest rate on the 2036 Notes will shall increase such that it will from the Original Interest Rate by an amount equal to the interest rate payable on sum of the Notes of such series on the date of their initial issuance plus the percentage percentages per annum set forth opposite the rating in the table below (plus, if applicable, the percentage set forth following tables opposite the rating in the table under Section 108(b) below): those ratings: Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency.
(b) If the rating assigned by S&P (or, if applicable, any Substitute Rating Agency) of a series of Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes of such series will increase such that it will equal the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(a) above): BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % * Including the equivalent ratings of any Substitute Rating AgencyAgency therefor. If at any time For purposes of making adjustments to the interest rate on the Notes of a series has been increased and any of the Interest Rate Rating Agencies subsequently upgrades its rating of the Notes of such series2036 Notes, the interest rate on the Notes following rules of such series interpretation will be decreased such that the interest rate for the Notes of such series equals the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentages set forth opposite the ratings from the tables above in effect immediately following the upgrade in rating. If Moody’s (or any Substitute Rating Agency) subsequently upgrades its rating of the Notes of such series to Baa3 (or its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P (or any Substitute Rating Agency) upgrades its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes of such series will be decreased to the interest rate payable on the Notes of such series on the date of their initial issuance (and if one such upgrade occurs and the other does not, the interest rate on the Notes of such series will be decreased so that it does not reflect any increase attributable to the upgrading Interest Rate Rating Agency). In addition, the interest rates on the Notes of a series will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade in the ratings by any of the Interest Rate Rating Agencies) if the Notes of such series become rated Baa1 and BBB+ (or, in either case, the equivalent thereof, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, any Substitute Rating Agency), respectively (or one of these ratings if the Notes of such series are only rated by one rating agency). Each adjustment required by any downgrade or upgrade in a rating set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any Substitute Rating Agency), shall be made independent of any and all other adjustments. In no event shall apply:
(1) the interest rate on the Notes of a series be reduced to below the interest rate payable on the Notes of such series on the date of their initial issuance or (2) the total increase in the interest rate on the Notes of such series exceed 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuance. No adjustments in the interest rate of the Notes of a series shall be made solely as a result of an Interest Rate Rating Agency ceasing to provide a rating on the Notes of such series. If if at any time less than two Interest Rate Rating Agencies provide a rating of on the 2036 Notes of such series for reasons beyond not within the Company’s control, Issuers’ control (i) the Company Issuers will use its commercially reasonable efforts to obtain a rating of on the 2036 Notes of such series from a Substitute Rating Agency, if one exists, in which case, Agency for purposes of determining any increase or decrease in the interest rate on the 2036 Notes of such series pursuant to the tables above above, (aii) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency to provide a rating of on the 2036 Notes of such series but which has since ceased to provide such rating, (biii) the relative rating ratings scale used by such Substitute Rating Agency to assign ratings to senior unsecured secured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company Issuers and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will shall be deemed to be the equivalent ratings used by Moody’s Xxxxx’x or S&P, as applicable, in such table table, and (civ) the interest rate on the 2036 Notes of a series will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes of a series on the date of their initial issuance Original Interest Rate plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (biii) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agency). For ;
(2) for so long as only one Interest Rate Rating Agency provides a rating of on the Notes of a series2036 Notes, any subsequent increase or decrease in the interest rate of on the 2036 Notes of such series necessitated by a reduction or increase in the rating by the that Interest Rate Rating Agency providing the rating shall be twice the applicable percentage set forth in the applicable table above. For so long as no ;
(3) if both Interest Rate Rating Agency provides Agencies cease to provide a rating of on the 2036 Notes of for any reason, and no Substitute Rating Agency has provided a seriesrating on the 2036 Notes, the interest rate on the 2036 Notes of such series will increase to, or remain at, as the case may be, 2.00% per annum above the interest rate payable on the 2036 Notes prior to any such adjustment;
(4) if Xxxxx’x or S&P ceases to rate the 2036 Notes or make a rating of such series on the date of their initial issuance. Any interest rate 2036 Notes publicly available for reasons within the Issuers’ control, the Issuers will not be entitled to obtain a rating from a Substitute Rating Agency and the increase or decrease in the interest rate on the 2036 Notes shall be determined in the manner described above as if either only one or no Interest Rate Rating Agency provides a rating on the 2036 Notes, as the case may be;
(5) each interest rate adjustment required by any decrease or increase in a rating as set forth above, whether occasioned by the action of Xxxxx’x or S&P (or, in either case, any Substitute Rating Agency), shall be made independently of (and in addition to) any and all other interest rate adjustments occasioned by the action of the other Interest Rate Rating Agency;
(6) in no event will the interest rate on the 2036 Notes be reduced to below the Original Interest Rate; and
(7) subject to clauses (3) and (4) above, no adjustment in the interest rate on the 2036 Notes shall be made solely as a result of an Interest Rate Rating Agency ceasing to provide a rating on the 2036 Notes. If at any time the interest rate on the 2036 Notes has been adjusted upward and either of the Interest Rate Rating Agencies subsequently increases its rating of the 2036 Notes, the interest rate on the 2036 Notes will again be adjusted (and decreased, if appropriate) such that the interest rate on the 2036 Notes equals the interest rate on the 2036 Notes prior to any such adjustment plus (if applicable) an amount equal to the sum of the percentages per annum set forth opposite the ratings in the tables above with respect to the ratings assigned to the 2036 Notes (or deemed assigned) at that time, all calculated in accordance with the rules of interpretation set forth above. If Xxxxx’x or any Substitute Rating Agency subsequently increases its rating on the 2036 Notes to “Baa3” (or its equivalent if with respect to any Substitute Rating Agency) or higher and S&P or any Substitute Rating Agency subsequently increases its rating on the 2036 Notes to “BBB–” (or its equivalent if with respect to any Substitute Rating Agency) or higher, the interest rate on the 2036 Notes will be decreased to the interest rate on the 2036 Notes prior to any adjustments made pursuant to this Section 2 or Section 1(e) of the 2036 Notes Supplemental Indenture. Any increase or decrease in the interest rate described in this Section 2 or Section 1(e) of the 2036 Notes Supplemental Indenture shall take effect from the first day of the interest period commencing after immediately following the date on interest period during which a rating change occurs that requires requiring an adjustment in the interest rate. If any either Interest Rate Rating Agency changes its rating of the 2036 Notes of a series more than once prior to during any particular interest payment dateperiod, the last such change by such agency prior Interest Rate Rating Agency to such interest payment date will occur shall control in the event of a conflict for purposes of any interest rate increase or decrease in the interest rate. The interest rate shall permanently cease to be subject to any adjustment (notwithstanding any subsequent decrease in the ratings by either Interest Rate Rating Agency) if the 2036 Notes become rated “Baa1” or higher by Xxxxx’x (or its equivalent if with respect to the Notes of any Substitute Rating Agency) and “BBB+” or higher by S&P (or its equivalent if with respect to any Substitute Rating Agency), in each case with a series described above relating to such rating agency’s actionstable or positive outlook. If the interest rate payable on the 2036 Notes of a series is increased as described aboveset forth in this Section 2 and Section 1(e) of the 2036 Notes Supplemental Indenture, the term “interest,” ”, as used in the Indenture with respect to the Notes of such series2036 Notes, will shall be deemed to include any such additional interest unless the context otherwise requires.
Appears in 1 contract
Interest Rate Adjustment. The interest rate payable on the Notes will be subject to adjustments from time to time if either Xxxxx’x Investors Service, Inc., a subsidiary of Xxxxx’x Corporation, and its successors (“Moody’s”) or S&P Global Ratings, a division of S&P Global Inc., and its successors (“S&P”) or, if either of Moody’s or S&P orceases to rate the Notes or fails to make a rating of the Notes publicly available, if applicablein each case for reasons outside of the control of the Company, Fitch or any a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company (as certified by a resolution of the Company’s board Board of directorsDirectors) as a replacement agency for Moody’s or S&P, or both of them, as the case may be (each, a “Substitute Rating Agency”) ), downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the Notes, in the manner described below. Each of Moody’s, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.”
(a) If the rating assigned by Moody’s (or, if applicable, or any Substitute Rating AgencyAgency therefor) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes will increase such that it will equal from the interest rate payable on the Notes of such series on the date of their initial issuance plus issuance, by an amount equal the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(b) below“S&P Rating Percentage”): Xxxxx’x Rating* Percentage Ba1 0.25 0.25% Ba2 0.50 0.50% Ba3 0.75 0.75% B1 or below 1.00 1.00% * Including the equivalent ratings of any Substitute Rating Agency.
(b) . If the rating assigned by S&P (or, if applicable, or any Substitute Rating AgencyAgency therefor) of a series of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes of such series will increase such that it will equal from the interest rate payable on the Notes of such series on the date of their initial issuance plus issuance, by an amount equal the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(a) above“Xxxxx’x Rating Percentage”): S&P Rating* Percentage BB+ 0.25 0.25% BB 0.50 0.50% BB- 0.75 0.75% B+ or below 1.00 1.00% * Including the equivalent ratings of any Substitute Rating Agency. If at any time the interest rate on the Notes of a series has been increased and any of either Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor), as the Interest Rate Rating Agencies case may be, subsequently upgrades its rating of the Notes to any of such seriesthe ratings set forth above, the interest rate on the Notes of such series will be decreased such that the interest rate for the Notes of such series equals the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentages set forth opposite the ratings from the tables above in effect immediately following the upgrade in rating. If Moody’s (or any Substitute Rating AgencyAgency therefor) subsequently upgrades its rating of the Notes of such series to Baa3 (or its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P (or any Substitute Rating AgencyAgency therefor) upgrades its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes of such series will be decreased to the interest rate payable on the Notes of such series on the date of their initial issuance (and if one such upgrade occurs and the other does not, the interest rate on the Notes of such series will be decreased so that it does not reflect any increase attributable to the upgrading Interest Rate Rating Agencyrating agency). In addition, the interest rates on the Notes of a series will permanently cease to be subject to any adjustment described above herein (notwithstanding any subsequent downgrade in the ratings by any of the Interest Rate Rating Agencieseither or both rating agencies) if the Notes of such series become rated Baa1 and BBB+ (or, in either case, the equivalent thereof, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, any a Substitute Rating AgencyAgency therefor), respectively (or one of these ratings if the Notes of such series are only rated by one rating agency). Each adjustment required by any downgrade or upgrade in a rating set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any a Substitute Rating AgencyAgency therefor), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate on for the Notes of a series be reduced to below the interest rate payable on the Notes of such series on the date of their initial issuance or (2) the total increase in the interest rate on the Notes of such series exceed 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuance. issuance No adjustments in the interest rate of the Notes of a series shall be made solely as a result of an Interest Rate Rating Agency a rating agency ceasing to provide a rating on of the Notes of such seriesNotes. If at any time less than two Interest Rate Rating Agencies Moody’s or S&P ceases to provide a rating of the Notes of such series for reasons beyond the Company’s controlNotes, the Company will use its commercially reasonable efforts to obtain a rating of the Notes of such series from a Substitute Rating Agency, if one exists, in which case, for purposes of determining any increase or decrease in the interest rate on the Notes of such series pursuant to the tables above (a) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency rating agency to provide a rating of the Notes of such series but which has since ceased to provide such rating, (b) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company us and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (c) the interest rate on the Notes of a series will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes of a series on the date of their initial issuance plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agencyrating agency). For so long as only one Interest Rate Rating Agency rating agency provides a rating of the Notes of a seriesNotes, any subsequent increase or decrease in the interest rate of the Notes of such series necessitated by a reduction or increase in the rating by the Interest Rate Rating Agency rating agency providing the rating shall be twice the applicable percentage set forth in the applicable table above. For so long as no Interest Rate neither Moody’s nor S&P (nor, in either case, a Substitute Rating Agency therefor) provides a rating of the Notes of a seriesNotes, the interest rate on the Notes of such series will increase to, or remain at, as the case may be, 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuance. Any interest rate increase or decrease described above will take effect from the first day of the interest period commencing after Interest Payment Date following the date on which a rating change occurs that requires an adjustment in the interest rate. As such, interest will not accrue at such increased or decreased rate until the next Interest Payment Date following the date on which a rating change occurs. If any Interest Rate Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor) changes its rating of the Notes notes of a the applicable series more than once prior to any particular interest payment dateInterest Payment Date, the last change by such agency prior to such interest payment date Interest Payment Date will control for purposes of any interest rate increase or decrease with respect to the Notes of a series described above relating to such rating agency’s action. If the interest rate payable on the Notes of a series is increased as described above, the term “interest,” as used with respect to the Notes of such seriesNotes, will be deemed to include any such additional interest unless the context otherwise requires. The Company will advise the Trustee and the holders of any occurrence of a rating change that requires an interest rate increase or decrease described above within five Business Days. The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with rights of survivorship and not as tenants in common UNIF GIFT MIN ACT - _____________________________ Custodian for (Cust) _____________________________ (Minor) Under Uniform Gifts to Minors Act of _____________________________ (State) Additional abbreviations may also be used though not on the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto agent to transfer said Note on the books of the Company, with full power of substitution in the premises. Dated: ______________ ___, _____ NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular without alteration or enlargement, or any change whatsoever.
Appears in 1 contract
Samples: Supplemental Indenture (Westinghouse Air Brake Technologies Corp)
Interest Rate Adjustment. The interest rate payable Note Interest Rate will be subject to adjustments from time to time if either Moody’s Xxxxx’x Investors Service, Inc. (“Xxxxx’x”) or S&P or, if applicable, Fitch or any “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company (as certified by a resolution of the Company’s board of directors) as a replacement for Moody’s or S&P, as the case may be (eachGlobal Ratings, a division of S&P Global Inc. (“Substitute Rating AgencyS&P”) downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the Notes, in the manner described below. Each of Moody’s, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.”
(a) If the rating assigned by Moody’s (or, if applicable, any Substitute Rating Agency (as defined below)) downgrades (or subsequently upgrades) the debt rating assigned to the Notes, as set forth below. If the rating from Xxxxx’x or S&P (or, in either case if applicable, any Substitute Rating Agency) of with respect to the Notes (each, an “Applicable Rating Agency,” and collectively, the “Applicable Rating Agencies”) is decreased to a rating set forth in the immediately following tabletable with respect to that Applicable Rating Agency, the interest rate on the Notes Note Interest Rate will increase such that it will equal the interest rate payable on the Notes of such series on the date of their initial issuance plus from 2.750% by the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(b) below): that rating: 1 Ba1 0.25 BB+ 0.25% 2 Ba2 0.50 BB 0.50% 3 Ba3 0.75 BB- 0.75% 4 B1 or below 1.00 B+ or 1.00% * Including the equivalent ratings of any Substitute Rating Agency.
(b) Agency If at any time the rating assigned by S&P (or, if applicable, any Substitute Rating Agency) Note Interest Rate has been adjusted upward as a result of a series of Notes is decreased to decrease in a rating by an Applicable Rating Agency and that Applicable Rating Agency subsequently increases its rating with respect to the Notes to any of the threshold ratings set forth in above, the immediately following table, Note Interest Rate will be decreased such that the interest rate on the Notes of such series will increase such that it will equal the interest rate payable on the Notes of such series on the date of their initial issuance per annum equals 2.750% plus the percentage set forth opposite the rating in effect immediately following the table below (plus, if applicable, the percentage set forth opposite the rating increase in the table under Section 108(a) above): BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ ; provided that if Xxxxx’x or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency. If at any time the interest rate on the Notes of a series has been increased and any of the Interest Rate Rating Agencies Agency subsequently upgrades increases its rating of the Notes of such series, the interest rate on the Notes of such series will be decreased such that the interest rate for the Notes of such series equals the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentages set forth opposite the ratings from the tables above in effect immediately following the upgrade in rating. If Moody’s to “Baa3” (or its equivalent if with respect to any Substitute Rating Agency) or higher and S&P or any Substitute Rating Agency subsequently upgrades increases its rating of the Notes of such series to Baa3 “BBB-” (or its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P (or equivalent if with respect to any Substitute Rating Agency) upgrades its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes of such series Note Interest Rate will be decreased to 2.750%. No adjustment in the interest rate payable on the Notes of such series on the date of their initial issuance (and if one such upgrade occurs and the other does not, the interest rate on the Notes of such series will be decreased so that it does not reflect any increase attributable to the upgrading Note Interest Rate Rating Agency). In addition, the interest rates on the Notes of a series will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade in the ratings by any of the Interest Rate Rating Agencies) if the Notes of such series become rated Baa1 and BBB+ (or, in either case, the equivalent thereof, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, any Substitute Rating Agency), respectively (or one of these ratings if the Notes of such series are only rated by one rating agency). Each adjustment required by any downgrade or upgrade in a rating set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any Substitute Rating Agency), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate on the Notes of a series be reduced to below the interest rate payable on the Notes of such series on the date of their initial issuance or (2) the total increase in the interest rate on the Notes of such series exceed 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuance. No adjustments in the interest rate of the Notes of a series shall be made solely as a result of an Interest Rate Applicable Rating Agency ceasing to provide a rating on the Notes of such seriesrating. If at any time less than two Interest Rate Applicable Rating Agencies provide a rating of the Notes of such series for reasons beyond the Company’s controlNotes, the Company will use its commercially reasonable efforts to obtain a rating of the Notes from another nationally recognized statistical rating organization, to the extent one exists, and if another nationally recognized statistical rating organization rates the Notes (such organization, as certified by a resolution of such series from the Company’s Board of Directors, a “Substitute Rating Agency, if one exists, in which case”), for purposes of determining any increase or decrease in the interest rate on the Notes of such series Note Interest Rate pursuant to the tables table above (a) such Substitute Rating Agency will be substituted for the last Interest Rate Applicable Rating Agency to provide a rating of the Notes of such series but which has since ceased to provide such rating, (b) the relative rating ratings scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will shall be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, Xxxxx’x and S&P in such table and (c) the interest rate on the Notes of a series Note Interest Rate will increase or decrease, as the case may be, such that the interest rate per annum equals the interest rate payable on the Notes of a series on the date of their initial issuance 2.750% plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agency). For so long as (i) only one Interest Rate Applicable Rating Agency provides a rating of the Notes of a seriesNotes, any subsequent increase or decrease in the interest rate of the Notes of such series Note Interest Rate necessitated by a reduction or increase in the rating by the Interest Rate that Applicable Rating Agency providing the rating shall be twice the applicable percentage set forth in the applicable table above. For so long as above and (ii) no Interest Rate Applicable Rating Agency provides a rating of the Notes of a seriesNotes, the interest rate on the Notes of such series Note Interest Rate will increase to, or remain at, as the case may be, 2.004.750%. Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of Xxxxx’x, S&P or any Substitute Rating Agency, shall be made independent of (and in addition to) any and all other adjustments. In no event shall (1) the Note Interest Rate be reduced below 2.750% above or (2) the interest rate payable on the Notes of such series on the date of their initial issuanceNote Interest Rate exceed 4.750%. Any interest rate increase or decrease described above will take effect from the first day of the interest period commencing after payment date following the date on which a rating change occurs that requires an adjustment in the interest rate. If Xxxxx’x or S&P (or any Interest Rate Substitute Rating Agency Agency) changes its rating of the Notes of a series more than once prior to any particular interest payment date, the last change by such agency prior to such interest payment date will control for purposes of any interest rate increase or decrease with respect to the Notes of a series described above relating to such rating agencyApplicable Rating Agency’s action. If The Note Interest Rate will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the interest rate payable on ratings by any Applicable Rating Agency) if the Notes become rated “A3” (or its equivalent) or higher by Xxxxx’x (or any Substitute Rating Agency) and “A-” (or its equivalent) or higher by S&P (or any Substitute Rating Agency), or one of those ratings if only rated by one Applicable Rating Agency, in each case with a series is increased as described above, the term “interest,” as used with respect to the Notes of such series, will be deemed to include any such additional interest unless the context otherwise requiresstable or positive outlook.
Appears in 1 contract
Samples: Indenture (Western Union CO)
Interest Rate Adjustment. The interest rate payable will on the Notes may be subject to adjustments from time to time if either Moody’s or S&P or, if applicable, Fitch or any “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company (as certified by Interest Rate Rating Agencies or a resolution of the Company’s board of directors) as a replacement for Moody’s or S&P, as the case may be (each, a “Substitute Rating Agency”) Agency downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the Notes, as set forth below and in Section 2.03 of the manner described belowSupplemental Indenture. Each If either of Moody’s, S&P and any Substitute Rating Agency is an “the Interest Rate Rating Agencies ceases to rate the Notes or fails to make a rating the Notes publicly available for reasons outside of the Company’s control, the Company shall select a Substitute Rating Agency,” and together they are “. If the rating of the Notes from any one or more of the Interest Rate Rating Agencies.”
(a) If the rating assigned by Moody’s Agencies (or, if applicable, any Substitute Rating Agency) of the Notes is decreased to a rating set forth in the immediately following tabletables, the interest rate on the Notes will increase such that it will equal from the interest rate payable set forth on the Notes cover page of such series on the date of their initial issuance plus Prospectus Supplement by an amount equal to the percentage set forth opposite the rating in ratings from the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(b) tables below): : Xxxxx’x Rating* Percentage Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % S&P Rating* Including the equivalent ratings of any Substitute Rating Agency.
(b) If the rating assigned by S&P (or, if applicable, any Substitute Rating Agency) of a series of Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes of such series will increase such that it will equal the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(a) above): Percentage BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % * Including the equivalent ratings of any Substitute Rating AgencyAgency therefor. If at any time the interest rate on the Notes of a series has been increased and any of the Interest Rate Rating Agencies subsequently upgrades its rating of the Notes of such series, the interest rate on the Notes of such series will be decreased such that the interest rate for the Notes of such series equals the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentages set forth opposite the ratings from the tables above in effect immediately following the upgrade in rating. If Moody’s (or any Substitute Rating Agency) subsequently upgrades its rating of the Notes of such series to Baa3 (or its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P (or any Substitute Rating Agency) upgrades its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes of such series will be decreased to the interest rate payable on the Notes of such series on the date of their initial issuance (and if only one such upgrade occurs and the other does not, the interest rate on the Notes of such series will be decreased so that it does not reflect any increase attributable to the upgrading Interest Rate Rating Agency). In addition, the interest rates on the Notes of a series will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade in the ratings by any of the Interest Rate Rating Agencies) if the Notes of such series become rated Baa1 and BBB+ (or, in either case, the equivalent thereof, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, any Substitute Rating Agency), respectively (or one of these ratings if the Notes of such series are only rated by one rating agency). Each adjustment required by any downgrade or upgrade in a rating set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any Substitute Rating Agency), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate on the Notes of a series be reduced to below the interest rate payable on the Notes of such series on the date of their initial issuance or (2) the total increase in the interest rate on the Notes of such series exceed 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuance. No adjustments in the interest rate of the Notes of a series shall be made solely as a result of an Interest Rate Rating Agency ceasing to provide a rating on the Notes of such series. If at any time less than two Interest Rate Rating Agencies provide provides a rating of the Notes of such series for reasons beyond the Company’s control, the Company will shall use its commercially reasonable efforts to obtain a rating of the Notes of such series from a Substitute Rating Agency, if to the extent one exists, in which caseand if a Substitute Rating Agency exists, for purposes of determining any increase or decrease in the interest rate on the such Notes of such series pursuant to the tables above in Section 2.3(b) of the Supplemental Indenture, (a1) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency to provide a rating of the Notes of such series but which has since ceased to provide such rating, (b2) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table above in Section 2.3(b) of the Supplemental Indenture with respect to such Substitute Rating Agency, such ratings will shall be deemed to be the equivalent ratings used by S&P or Moody’s or S&P’s, as applicable, in such table table, and (c3) the interest rate on the Notes of a series will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes of a series as set forth on the date cover page of their initial issuance the Prospectus Supplement plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above in Section 2.3(b) of the Supplemental Indenture (taking into account the provisions of clause (bSection 2.3(c) aboveof the Supplemental Indenture) (plus any applicable percentage resulting from a decreased rating by the other another Interest Rate Rating Agency). For so long as only one Interest Rate Rating Agency provides a rating of the Notes of a seriesNotes, any subsequent increase or decrease in the interest rate of the Notes of such series necessitated by a reduction or increase in the rating by the that Interest Rate Rating Agency providing the rating shall be twice the applicable percentage set forth in the applicable table abovein Section 2.3(b) of the Supplemental Indenture. For so long as no Interest Rate Rating Agency (or a Substitute Rating Agency therefor) provides a rating of the Notes of a seriesNotes, the interest rate on the Notes of such series will increase to, or remain at, as the case may be, 2.00% per annum above the interest rate payable on the Notes on the date of their initial issuance. Each interest rate adjustment required by any downgrade or upgrade in a rating as set forth above, whether occasioned by the action of an Interest Rate Rating Agency (or a Substitute Rating Agency therefor), shall be made independently of (and in addition to) any and all other interest rate adjustments occasioned by the action of another Interest Rate Rating Agency. In no event shall (1) the interest rate for the Notes be reduced to below the interest rate payable on the Notes on the date of their initial issuance or (2) the total increase in the interest rate on the Notes exceed 2.00% above the interest rate payable on the Notes on the date of their initial issuance. Except as set forth in Sections 2.3 (a)-(e) of the Supplemental Indenture, no adjustment in the interest rate on the Notes shall be made solely as a result of an Interest Rate Rating Agency ceasing to provide a rating of the Notes. If at any time the interest rate on the Notes has been adjusted upward and any of the Interest Rate Rating Agencies (or any Substitute Rating Agency therefor), as the case may be, subsequently upgrades its rating of the Notes to or above any of the threshold ratings set forth in Sections 2.3(a)-(e) of the Supplemental Indenture, the interest rate on the Notes will again be adjusted (and decreased, if appropriate) such series that the interest rate for the Notes equals the interest rate payable on the Notes on the date of their initial issuance plus (if applicable) an amount equal to the percentages per annum set forth opposite the ratings in the tables in Section 2.3(b) of the Supplemental Indenture with respect to the ratings assigned to the Notes (based on the gradations set forth in the tables in Section 2.3(b) of the Supplemental Indenture) at that time, including the ratings given by such Interest Rate Rating Agency. For the avoidance of doubt, if at any time after an interest rate adjustment has occurred the Interest Rate Rating Agencies (or any Substitute Rating Agency therefor) have assigned ratings to the Notes of Baa3 or BBB- (or its equivalent if with respect to any Substitute Rating Agency) or higher, as the case may be, the interest rate payable on the Notes will be decreased to the interest rate payable on the Notes on the date of their initial issuance. Any interest rate increase or decrease described above in Section 2.3 of the Supplemental Indenture will take effect from the first day of the interest period commencing after payment date following the date on which a rating change occurs that requires requiring an adjustment in the interest rate. As such, interest will not accrue at such increased or decreased rate until the next interest payment date following the date on which a rating change occurs. If any an Interest Rate Rating Agency (or a Substitute Rating Agency therefor) changes its rating of the Notes of a series more than once prior to any particular interest payment date, the last such change by such agency prior to such interest payment date will control in the event of a conflict for purposes of any interest rate increase or decrease in the interest rate with respect to the Notes of a series described above relating to such rating agencyInterest Rate Rating Agency’s action. The interest rate on the Notes will permanently cease to be subject to any adjustment described in Section 2.3 of the Supplemental Indenture (notwithstanding any subsequent downgrade in the rating by any Interest Rate Rating Agency) if the Notes become rated Baa1 or higher by Moody’s (or its equivalent if with respect to any Substitute Rating Agency) and BBB+ or higher by S&P (or its equivalent if with respect to any Substitute Rating Agency), as the case may be. If the interest rate payable on the Notes of a series is increased as described abovein Section 2.3 of the Supplemental Indenture, the term “interest,” as used with respect to the Notes of such seriesNotes, will be deemed to include any such additional interest unless the context otherwise requires.
Appears in 1 contract
Interest Rate Adjustment. The interest rate payable will on the Notes shall be subject to adjustments adjustment from time to time if either Moody’s Xxxxx’x or S&P (or, if applicable, Fitch or any a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of under the Exchange Act selected by the Company (as certified by a resolution of Issuers under the Company’s board of directors) Indenture, as a replacement for Moody’s Xxxxx’x or S&P, or both, as the case may be (each, a “Substitute Rating Agency”)) downgrades (or downgrades and subsequently upgrades) the credit its rating assigned to the Notes, in the manner described as set forth below. Each of Moody’sXxxxx’x, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.”
” The Trustee shall not be responsible for monitoring the ratings of the Notes. The Issuers shall notify the Trustee in writing of any adjustment to the interest rate due to a ratings change pursuant to this Section 2 or Section 1(e) of the [ ] Notes Supplemental Indenture No. [ ] (a) as defined below). If the rating assigned by Moody’s of the Notes from one or both of Xxxxx’x or S&P (or, if applicable, any Substitute Rating Agency) of the Notes is decreased to a rating set forth in either of the immediately following tabletables, the interest rate on the Notes will shall increase such that it will from the Original Interest Rate by an amount equal to the interest rate payable on sum of the Notes of such series on the date of their initial issuance plus the percentage percentages per annum set forth opposite the rating in the table below (plus, if applicable, the percentage set forth following tables opposite the rating in the table under Section 108(b) below): those ratings: Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency.
(b) If the rating assigned by S&P (or, if applicable, any Substitute Rating Agency) of a series of Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes of such series will increase such that it will equal the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(a) above): BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % * Including the equivalent ratings of any Substitute Rating AgencyAgency therefor. If at any time For purposes of making adjustments to the interest rate on the Notes of a series has been increased and any of the Interest Rate Rating Agencies subsequently upgrades its rating of the Notes of such seriesNotes, the interest rate on the Notes following rules of such series interpretation will be decreased such that the interest rate for the Notes of such series equals the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentages set forth opposite the ratings from the tables above in effect immediately following the upgrade in rating. If Moody’s (or any Substitute Rating Agency) subsequently upgrades its rating of the Notes of such series to Baa3 (or its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P (or any Substitute Rating Agency) upgrades its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes of such series will be decreased to the interest rate payable on the Notes of such series on the date of their initial issuance (and if one such upgrade occurs and the other does not, the interest rate on the Notes of such series will be decreased so that it does not reflect any increase attributable to the upgrading Interest Rate Rating Agency). In addition, the interest rates on the Notes of a series will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade in the ratings by any of the Interest Rate Rating Agencies) if the Notes of such series become rated Baa1 and BBB+ (or, in either case, the equivalent thereof, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, any Substitute Rating Agency), respectively (or one of these ratings if the Notes of such series are only rated by one rating agency). Each adjustment required by any downgrade or upgrade in a rating set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any Substitute Rating Agency), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate on the Notes of a series be reduced to below the interest rate payable on the Notes of such series on the date of their initial issuance or (2) the total increase in the interest rate on the Notes of such series exceed 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuance. No adjustments in the interest rate of the Notes of a series shall be made solely as a result of an Interest Rate Rating Agency ceasing to provide a rating on the Notes of such series. If at any time less than two Interest Rate Rating Agencies provide a rating of the Notes of such series for reasons beyond the Company’s control, the Company will use its commercially reasonable efforts to obtain a rating of the Notes of such series from a Substitute Rating Agency, if one exists, in which case, for purposes of determining any increase or decrease in the interest rate on the Notes of such series pursuant to the tables above (a) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency to provide a rating of the Notes of such series but which has since ceased to provide such rating, (b) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (c) the interest rate on the Notes of a series will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes of a series on the date of their initial issuance plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agency). For so long as only one Interest Rate Rating Agency provides a rating of the Notes of a series, any subsequent increase or decrease in the interest rate of the Notes of such series necessitated by a reduction or increase in the rating by the Interest Rate Rating Agency providing the rating shall be twice the applicable percentage set forth in the applicable table above. For so long as no Interest Rate Rating Agency provides a rating of the Notes of a series, the interest rate on the Notes of such series will increase to, or remain at, as the case may be, 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuance. Any interest rate increase or decrease described above will take effect from the first day of the interest period commencing after the date on which a rating change occurs that requires an adjustment in the interest rate. If any Interest Rate Rating Agency changes its rating of the Notes of a series more than once prior to any particular interest payment date, the last change by such agency prior to such interest payment date will control for purposes of any interest rate increase or decrease with respect to the Notes of a series described above relating to such rating agency’s action. If the interest rate payable on the Notes of a series is increased as described above, the term “interest,” as used with respect to the Notes of such series, will be deemed to include any such additional interest unless the context otherwise requires.apply:
Appears in 1 contract
Interest Rate Adjustment. The interest rate payable will on the 2024 Notes shall be subject to adjustments adjustment from time to time if either Moody’s Xxxxx’x or S&P (or, if applicable, Fitch or any a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of under the Exchange Act selected by the Company (as certified by a resolution of Issuers under the Company’s board of directors) Indenture, as a replacement for Moody’s Xxxxx’x or S&P, or both, as the case may be (each, a “Substitute Rating Agency”)) downgrades (or downgrades and subsequently upgrades) the credit its rating assigned to the 2024 Notes, in the manner described as set forth below. Each of Moody’sXxxxx’x, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.”
” The Trustee shall not be responsible for monitoring the ratings of the 2024 Notes. The Issuers shall notify the Trustee in writing of any adjustment to the interest rate due to a ratings change pursuant to this Section 2 or Section 1(e) of the 2024 Notes Supplemental Indenture No. 1 (a) as defined below). If the rating assigned by Moody’s of the 2024 Notes from one or both of Xxxxx’x or S&P (or, if applicable, any Substitute Rating Agency) of the Notes is decreased to a rating set forth in either of the immediately following tabletables, the interest rate on the 2024 Notes will shall increase such that it will from the Original Interest Rate by an amount equal to the interest rate payable on sum of the Notes of such series on the date of their initial issuance plus the percentage percentages per annum set forth opposite the rating in the table below (plus, if applicable, the percentage set forth following tables opposite the rating in the table under Section 108(b) below): those ratings: Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency.
(b) If the rating assigned by S&P (or, if applicable, any Substitute Rating Agency) of a series of Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes of such series will increase such that it will equal the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(a) above): BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % * Including the equivalent ratings of any Substitute Rating AgencyAgency therefor. If at any time For purposes of making adjustments to the interest rate on the Notes 2024 Notes, the following rules of a series has been increased and interpretation will apply:
(1) if at any of the time less than two Interest Rate Rating Agencies subsequently upgrades its provide a rating on the 2024 Notes for reasons not within the Issuers’ control (i) the Issuers will use commercially reasonable efforts to obtain a rating on the 2024 Notes from a Substitute Rating Agency for purposes of determining any increase or decrease in the interest rate on the 2024 Notes pursuant to the tables above, (ii) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency to provide a rating on the 2024 Notes but which has since ceased to provide such rating, (iii) the relative ratings scale used by such Substitute Rating Agency to assign ratings to senior secured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Issuers and, for purposes of determining the applicable ratings included in the applicable table above with respect to such seriesSubstitute Rating Agency, such ratings shall be deemed to be the equivalent ratings used by Xxxxx’x or S&P, as applicable, in such table, and (iv) the interest rate on the 2024 Notes will increase or decrease, as the case may be, such that the interest rate equals the Original Interest Rate plus the appropriate percentage, if any, set forth opposite the rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (iii) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agency);
(2) for so long as only one Interest Rate Rating Agency provides a rating on the 2024 Notes, any increase or decrease in the interest rate on the 2024 Notes necessitated by a reduction or increase in the rating by that Interest Rate Rating Agency shall be twice the applicable percentage set forth in the applicable table above;
(3) if both Interest Rate Rating Agencies cease to provide a rating on the 2024 Notes for any reason, and no Substitute Rating Agency has provided a rating on the 2024 Notes, the interest rate on the 2024 Notes of such series will be decreased such that the interest rate for the Notes of such series equals the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentages set forth opposite the ratings from the tables above in effect immediately following the upgrade in rating. If Moody’s (increase to, or any Substitute Rating Agency) subsequently upgrades its rating of the Notes of such series to Baa3 (or its equivalentremain at, in as the case of a Substitute Rating Agency) or highermay be, and S&P (or any Substitute Rating Agency) upgrades its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher, 2.00% per annum above the interest rate on the 2024 Notes prior to any such adjustment;
(4) if Moody’s or S&P ceases to rate the 2024 Notes or make a rating of such series the 2024 Notes publicly available for reasons within the Issuers’ control, the Issuers will not be decreased entitled to the interest rate payable on the Notes of such series on the date of their initial issuance (and if one such upgrade occurs obtain a rating from a Substitute Rating Agency and the other does not, increase or decrease in the interest rate on the 2024 Notes of such series will shall be decreased so that it does not reflect any increase attributable to determined in the upgrading manner described above as if either only one or no Interest Rate Rating Agency). In addition, the interest rates Agency provides a rating on the Notes of a series will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade in the ratings by any of the Interest Rate Rating Agencies) if the Notes of such series become rated Baa1 and BBB+ (or2024 Notes, in either case, the equivalent thereof, in as the case of a Substitute Rating Agencymay be;
(5) or higher by Moody’s and S&P (or, in either case, any Substitute Rating Agency), respectively (or one of these ratings if the Notes of such series are only rated by one rating agency). Each each interest rate adjustment required by any downgrade decrease or upgrade increase in a rating as set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any Substitute Rating Agency), shall be made independent independently of (and in addition to) any and all other adjustments. In interest rate adjustments occasioned by the action of the other Interest Rate Rating Agency;
(6) in no event shall (1) will the interest rate on the 2024 Notes of a series be reduced to below the interest rate payable on the Notes of such series on the date of their initial issuance or Original Interest Rate; and
(27) the total increase subject to clauses (3) and (4) above, no adjustment in the interest rate on the 2024 Notes of such series exceed 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuance. No adjustments in the interest rate of the Notes of a series shall be made solely as a result of an Interest Rate Rating Agency ceasing to provide a rating on the Notes of such series2024 Notes.
1. If at any time less than two Interest Rate Rating Agencies provide a rating of the Notes of such series for reasons beyond the Company’s control, the Company will use its commercially reasonable efforts to obtain a rating of the Notes of such series from a Substitute Rating Agency, if one exists, in which case, for purposes of determining any Any increase or decrease in the interest rate on the Notes of such series pursuant to the tables above (adescribed in this Section 2 or Section 1(e) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency to provide a rating of the 2024 Notes of such series but which has since ceased to provide such rating, (b) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (c) the interest rate on the Notes of a series will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes of a series on the date of their initial issuance plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agency)Supplemental Indenture No. For so long as only one Interest Rate Rating Agency provides a rating of the Notes of a series, any subsequent increase or decrease in the interest rate of the Notes of such series necessitated by a reduction or increase in the rating by the Interest Rate Rating Agency providing the rating 1 shall be twice the applicable percentage set forth in the applicable table above. For so long as no Interest Rate Rating Agency provides a rating of the Notes of a series, the interest rate on the Notes of such series will increase to, or remain at, as the case may be, 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuance. Any interest rate increase or decrease described above will take effect from the first day of the interest period commencing after immediately following the date on interest period during which a rating change occurs that requires requiring an adjustment in the interest rate. If any either Interest Rate Rating Agency changes its rating of the 2024 Notes of a series more than once prior to during any particular interest payment dateperiod, the last such change by such agency prior Interest Rate Rating Agency to such interest payment date will occur shall control in the event of a conflict for purposes of any interest rate increase or decrease in the interest rate. The interest rate shall permanently cease to be subject to any adjustment (notwithstanding any subsequent decrease in the ratings by either Interest Rate Rating Agency) if the 2024 Notes become rated “Baa1” or higher by Moody’s (or its equivalent if with respect to the Notes of any Substitute Rating Agency) and “BBB+” or higher by S&P (or its equivalent if with respect to any Substitute Rating Agency), in each case with a series described above relating to such rating agency’s actionstable or positive outlook. If the interest rate payable on the 2024 Notes of a series is increased as described aboveset forth in this Section 2 and Section 1(e) of the 2024 Notes Supplemental Indenture No. 1, the term “interest,” ”, as used in the Indenture with respect to the Notes of such series2024 Notes, will shall be deemed to include any such additional interest unless the context otherwise requires.
Appears in 1 contract
Samples: 2024 Notes Supplemental Indenture (Dell Technologies Inc)
Interest Rate Adjustment. (a) The interest rate payable on any Series of Notes will be subject to adjustments from time to time if either Moody’s or S&P S&P, or, if applicablein either case, Fitch or any “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company (as certified by a resolution of the Company’s board of directors) as a replacement for Moody’s or S&P, as the case may be (each, a “Substitute Rating Agency”) Agency downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the NotesNotes of such Series, in the manner described below. Each of Moody’s, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.”
(a) If the rating assigned by Moody’s (or, if applicable, any Substitute Rating Agency) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes will increase such that it will equal the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(b) below): Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency.:
(b) If the rating assigned by S&P from Moody’s (or, if applicable, or any Substitute Rating AgencyAgency therefor) of a series the Notes of Notes any Series is decreased to a rating set forth in the immediately following table, the interest rate on the Notes of such series Series will increase such that it will equal the interest rate payable on the Notes of such series Series on the date of their initial issuance issuance, plus the percentage set forth opposite the ratings from the table below, plus any applicable percentage from the immediately following clause (c) of this Section 2.4. Mxxxx’x Rating* Percentage Ba1 0.250 % Ba2 0.500 % Ba3 0.750 % B1 or below 1.000 % * Including the equivalent ratings, in either case of any Substitute Rating Agency or under any successor rating categories of Moody’s.
(c) In addition, if the rating from S&P (or any Substitute Rating Agency therefor) of the Notes of any Series is decreased to a rating set forth in the table below (plusimmediately following table, if applicablethe interest rate on the Notes of such Series will increase such that it will equal the interest rate payable on the Notes of such Series on the date of their initial issuance, plus the percentage set forth opposite the rating in ratings from the table under below, plus any applicable percentage from the immediately preceding clause (b) of this Section 108(a) above): 2.4. S&P Rating* Percentage BB+ 0.25 0.250 % BB 0.50 0.500 % BB- 0.75 0.750 % B+ or below 1.00 1.000 % * Including the equivalent ratings ratings, in either case of any Substitute Rating Agency. If Agency or under any successor rating categories of S&P.
(d) Notwithstanding the forgoing, if at any time the interest rate on the Notes of a series any Series has been increased adjusted upward and any of either Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor), as the Interest Rate Rating Agencies case may be, subsequently upgrades increases its rating of the Notes of such seriesthat Series to any of the threshold ratings set forth above, the interest rate on the Notes of such series that Series will be decreased such that the interest rate for the Notes of such series that Series equals the interest rate payable on the Notes of such series that Series on the date of their initial issuance issuance, plus the percentages set forth opposite the ratings from the tables in Section 2.4(b) and (c) above in effect immediately following the upgrade increase in rating. If Moody’s (or any Substitute Rating AgencyAgency therefor) subsequently upgrades increases its rating of the Notes of such series a Series to Baa3 or higher (or its respective equivalent, in the either case of a any Substitute Rating AgencyAgency or under any successor rating categories of Moody’s) or higher, and S&P (or any Substitute Rating AgencyAgency therefor) upgrades increases its rating to BBB- or higher (or its respective equivalent, in the either case of a any Substitute Rating Agency) Agency or higherunder any successor rating categories of S&P), the interest rate on the Notes of such series that Series will be decreased to the interest rate payable on the Notes of such series that Series on the date of their initial issuance issuance.
(and if one such upgrade occurs and the other does not, the interest rate on the Notes of such series will be decreased so that it does not reflect any increase attributable to the upgrading Interest Rate Rating Agency). In addition, the e) The interest rates on the Notes of a series any Series will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade in the ratings by any of the Interest Rate Rating Agencieseither or both Moody’s or S&P) if the Notes of such series Series become rated Baa1 Baa2 and BBB+ BBB (or, in either case, or the equivalent thereofof either such rating, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, any a Substitute Rating AgencyAgency therefor), respectively (or one of these ratings if the Notes of such series are only rated by one rating agencyRating Agency). In such case, the interest rate on the Notes of that Series will be the interest rate payable on the Notes of that series on the date of their initial issuance.
(f) Each adjustment required by any downgrade decrease or upgrade increase in a rating set forth aboveabove (or an equivalent rating, in either case of any Substitute Rating Agency or under any successor rating categories of Moody’s or S&P, as the case may be), whether occasioned by the action of Moody’s or S&P (or, in either case, any a Substitute Rating AgencyAgency therefor), shall be made independent of any and all other adjustments. In ; provided, however, in no event shall (1) the interest rate on for the Notes of a series any Series be reduced to below the interest rate payable on the Notes of such series that Series on the date of their initial issuance issuance, or (2) the total increase in the interest rate on the Notes of such series any Series exceed 2.002.000% above the interest rate payable on the Notes of such series that Series on the date of their initial issuance. No .
(g) Except as provided in this Section 2.4(g) and the immediately following Section 2.4(h), no adjustments in the interest rate of the Notes of a series Series shall be made solely as a result of an Interest Rate a Rating Agency ceasing to provide a rating on the Notes of such seriesSeries of Notes. If at any time less fewer than two Interest Rate Rating Agencies rating agencies provide a rating of the Notes of such series a Series for reasons any reason beyond the CompanyIssuer’s control, the Company Issuer will use its commercially reasonable efforts to obtain a rating of the such Series of Notes of such series from a Substitute Rating Agency, if to the extent one exists, in which caseand if a Substitute Rating Agency exists, for purposes of determining any increase or decrease in the interest rate on the Notes of such series a Series pursuant to the tables above above:
(ai) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency to provide a rating of the Notes such Series of such series Notes, but which has since ceased to provide such rating, ;
(bii) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company Issuer and, for purposes of determining the applicable ratings included in the applicable table tables in Section 2.4(b) and (c) above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and table; and
(ciii) the interest rate on the Notes of a series such Series will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes of a series such Series on the date of their initial issuance issuance, plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table in Section 2.4(b) and (c) above (taking into account the provisions of clause (bi) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agencyrating agency). .
(h) For so long as only one Interest Rate Rating Agency provides a rating of the Notes of a seriesSeries, any subsequent increase or decrease in the interest rate of the such Series of Notes of such series necessitated by a reduction or increase in the rating by the Interest Rate Rating Agency providing the rating shall be twice the applicable percentage set forth in the applicable table in Section 2.4(b) and (c) above. For so long as no Interest Rate none of Moody’s, S&P or a Substitute Rating Agency provides a rating of the Notes of a seriesSeries, the interest rate on the Notes of such series Series will increase to, or remain at, as the case may be, 2.002.000% above the interest rate payable on the Notes of such series Series on the date of their initial issuance. If Moody’s or S&P either ceases to rate the Notes of a Series for reasons within the Issuer’s control or ceases to make a rating of the Notes of such Series publicly available for reasons within the Issuer’s control, the Issuer will not be entitled to obtain a rating from a Substitute Rating Agency and the increase or decrease in the interest rate of the Notes of such Series shall be determined in the manner described above as if either only one or no Rating Agency provides a rating of the Notes of such Series.
(i) Any interest rate increase or decrease described above will take effect from the first day of the interest period period, commencing after the date on which a rating change occurs that requires an adjustment in the interest rate. As such, interest will not accrue at such increased or decreased rate until the next interest payment date following the date on which the rating change occurs. If any Interest Rate Moody’s, or S&P (or, in either case, a Substitute Rating Agency therefor) changes its rating of the Notes of a series Series more than once prior to during any particular interest payment dateperiod, the last change by such agency prior to such interest payment date will control for purposes of any interest rate increase or decrease with respect to the Notes of a series such Series described above relating to such rating agencyRating Agency’s action. action If the interest rate payable on the Notes of a series Series is increased as described aboveunder this Section 2.4, the term “interest,” as used with respect to the Notes of such seriesthat Series, will be deemed to include any such additional interest unless the context otherwise requires. The interest rate and the amount of interest payable on the Notes of any Series will be determined and calculated by the Issuer. For the avoidance of doubt, the Trustee shall have no duty to monitor any ratings of the Notes, or to determine if an adjustment to any interest rate is to be made or what an interest rate should be, or make any other determinations or calculations in respect of the interest amounts due on the Notes, or to notify the Holders of any of the foregoing or determine the consequences thereof.
Appears in 1 contract
Interest Rate Adjustment. (i) The interest rate payable on the Notes will be subject to adjustments from time to time if either Moody’s or S&P or, if applicableeither Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside the Company’s control, Fitch or any a “nationally recognized statistical rating organization” within selected pursuant to the meaning definition of Section 3(a)(62) of the Exchange Act selected by the Company Rating Agency (as certified by a resolution of the Company’s board of directors) as a replacement for Moody’s or S&P, as the case may be (each, a “Substitute Rating Agencysubstitute rating agency”) ), downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the Notes, in the manner described below. Each of Moody’s, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.”
(aii) If the rating assigned by from Moody’s (or, if applicable, or any Substitute Rating Agencysubstitute rating agency therefor) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes will increase such that it will equal the interest rate payable on the Notes of such series on the date of their initial issuance this First Supplemental Indenture plus the percentage set forth opposite the rating in ratings from the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(b) below): : Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agencysubstitute rating agency.
(biii) If the rating assigned by from S&P (or, if applicable, or any Substitute Rating Agencysubstitute rating agency therefor) of a series of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes of such series will increase such that it will equal the interest rate payable on the Notes of such series on the date of their initial issuance this First Supplemental Indenture plus the percentage set forth opposite the rating in ratings from the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(a) above): below: BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency. substitute rating agency.
(iv) If at any time the interest rate on the Notes of a series has been increased and any of either Moody’s or S&P (or, in either case, a substitute rating agency therefor), as the Interest Rate Rating Agencies case may be, subsequently upgrades its rating of the Notes to any of such seriesthe threshold ratings set forth above, the interest rate on the Notes of such series will be decreased such that the interest rate for the Notes of such series equals the interest rate payable on the Notes of such series on the date of their initial issuance this First Supplemental Indenture plus the percentages set forth opposite the ratings from the tables in paragraphs (ii) and (iii) above in effect immediately following the upgrade in rating. If Moody’s (or any Substitute Rating Agencysubstitute rating agency therefor) subsequently upgrades its rating of the Notes of such series to Baa3 (or its equivalent, in the case of a Substitute Rating Agencysubstitute rating agency) or higher, and S&P (or any Substitute Rating Agencysubstitute rating agency therefor) upgrades its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agencysubstitute rating agency) or higher, the interest rate on the Notes of such series will be decreased to the interest rate payable on the Notes of such series on the date of their initial issuance this First Supplemental Indenture (and if one such upgrade occurs and the other does not, the interest rate on the Notes of such series will be decreased so that it does not reflect any increase attributable to the upgrading Interest Rate Rating Agency). In addition, the interest rates on the Notes of a series will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade in the ratings by any of the Interest Rate either or both Rating Agencies) if the Notes of such series become rated Baa1 Baa2 and BBB+ BBB (or, in either case, or the equivalent thereofof either such rating, in the case of a Substitute Rating Agencysubstitute rating agency) or higher by Moody’s and S&P (or, in either case, any Substitute Rating Agencya substitute rating agency therefor), respectively (or one of these ratings if the Notes of such series are only rated by one rating agencyRating Agency). .
(v) Each adjustment required by any downgrade or upgrade in a rating set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any Substitute Rating Agencya substitute rating agency therefor), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate on for the Notes of a series be reduced to below the interest rate payable on the Notes of such series on the date of their initial issuance this First Supplemental Indenture or (2) the total increase in the interest rate on the Notes of such series exceed 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuance. this First Supplemental Indenture.
(vi) No adjustments in the interest rate of the Notes of a series shall be made solely as a result of an Interest Rate a Rating Agency ceasing to provide a rating on of the Notes of such seriesNotes. If at any time less than two Interest Rate Rating Agencies Moody’s or S&P ceases to provide a rating of the Notes of such series for reasons beyond the Company’s controlNotes, the Company will use its commercially reasonable efforts to obtain a rating of the Notes of such series from a Substitute Rating Agencysubstitute rating agency, if to the extent one exists, in which caseand if a substitute rating agency exists, for purposes of determining any increase or decrease in the interest rate on the Notes of such series pursuant to the tables in paragraphs (ii) and (iii) above (a) such Substitute Rating Agency substitute rating agency will be substituted for the last Interest Rate Rating Agency to provide a rating of the Notes of such series but which has since ceased to provide such rating, (b) the relative rating scale used by such Substitute Rating Agency substitute rating agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table in paragraph (ii) or (iii) above with respect to such Substitute Rating Agencysubstitute rating agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (c) the interest rate on the Notes of a series will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes of a series on the date of their initial issuance this First Supplemental Indenture plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency substitute rating agency in the applicable table in paragraph (ii) or (iii) above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agency). .
(vii) For so long as only one Interest Rate Rating Agency provides a rating of the Notes of a seriesNotes, any subsequent increase or decrease in the interest rate of the Notes of such series necessitated by a reduction or increase in the rating by the Interest Rate Rating Agency providing the rating shall be twice the applicable percentage set forth in the applicable table in paragraph (ii) or (iii) above. For so long as no Interest Rate Rating Agency none of Moody’s or S&P (or, in either case, a substitute rating agency therefor) provides a rating of the Notes of a seriesNotes, the interest rate on the Notes of such series will increase to, or remain at, as the case may be, 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuance. this First Supplemental Indenture.
(viii) Any interest rate increase or decrease described above will take effect from the first day of the interest period commencing after Interest Payment Date following the date on which a rating change occurs that requires an adjustment in the interest rate. As such, interest will not accrue at such increased or decreased rate until the Interest Payment Date immediately following the date on which a rating change occurs. If any Interest Rate Rating Agency Moody’s or S&P (or, in either case, a substitute rating agency therefor) changes its rating of the Notes of a series more than once prior to any particular interest payment dateInterest Payment Date, the last change by such agency Ratings Agency prior to such interest payment date Interest Payment Date will control for purposes of any interest rate increase or decrease with respect to the Notes of a series described above relating to such rating agencyRating Agency’s action. If the interest rate payable on the Notes of a series is increased as described above, the term “interest,” as used with respect to the Notes of such seriesunder the Indenture or the Notes, will be deemed to include any such additional interest unless the context otherwise requires.
Appears in 1 contract
Interest Rate Adjustment. (a) The interest rate payable on any Series of Notes will be subject to adjustments from time to time if either Moody’s or S&P or, if applicable, Fitch or any “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company (as certified by a resolution of the Company’s board of directors) as a replacement for Moody’s Mxxxx’x or S&P, as the case may be (eachor, a “in either case, any Substitute Rating Agency”) Agency downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the NotesNotes of such Series, in the manner described below. Each of Moody’s, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.”
(a) If the rating assigned by Moody’s (or, if applicable, any Substitute Rating Agency) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes will increase such that it will equal the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(b) below): Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency.:
(b) If the rating assigned by S&P from Mxxxx’x (or, if applicable, or any Substitute Rating AgencyAgency therefor) of a series the Notes of Notes any Series is decreased to a rating set forth in the immediately following table, the interest rate on the Notes of such series Series will increase such that it will equal the interest rate payable on the Notes of such series Series on the date of their initial issuance issuance, plus the percentage set forth opposite the ratings from the table below, plus any applicable percentage from the immediately following clause (c) of this Section 2.4. Ba1 0.250 % Ba2 0.500 % Ba3 0.750 % B1 or below 1.000 % * Including the equivalent ratings, in either case of any Substitute Rating Agency or under any successor rating categories of Mxxxx’x.
(c) In addition, if the rating from S&P (or any Substitute Rating Agency therefor) of the Notes of any Series is decreased to a rating set forth in the table below (plusimmediately following table, if applicablethe interest rate on the Notes of such Series will increase such that it will equal the interest rate payable on the Notes of such Series on the date of their initial issuance, plus the percentage set forth opposite the rating in ratings from the table under below, plus any applicable percentage from the immediately preceding clause (b) of this Section 108(a) above): 2.4. BB+ 0.25 0.250 % BB 0.50 0.500 % BB- 0.75 0.750 % B+ or below 1.00 1.000 % * Including the equivalent ratings ratings, in either case of any Substitute Rating Agency. If Agency or under any successor rating categories of S&P.
(d) Notwithstanding the forgoing, if at any time the interest rate on the Notes of a series any Series has been increased adjusted upward and any of either Mxxxx’x or S&P (or, in either case, a Substitute Rating Agency therefor), as the Interest Rate Rating Agencies case may be, subsequently upgrades increases its rating of the Notes of such seriesthat Series to any of the threshold ratings set forth above, the interest rate on the Notes of such series that Series will be decreased such that the interest rate for the Notes of such series that Series equals the interest rate payable on the Notes of such series that Series on the date of their initial issuance issuance, plus the percentages set forth opposite the ratings from the tables in Section 2.4(b) and (c) above in effect immediately following the upgrade increase in rating. If Moody’s Mxxxx’x (or any Substitute Rating AgencyAgency therefor) subsequently upgrades increases its rating of the Notes of such series a Series to Baa3 or higher (or its respective equivalent, in the either case of a any Substitute Rating AgencyAgency or under any successor rating categories of Mxxxx’x) or higher, and S&P (or any Substitute Rating AgencyAgency therefor) upgrades increases its rating to BBB- or higher (or its respective equivalent, in the either case of a any Substitute Rating Agency) Agency or higherunder any successor rating categories of S&P), the interest rate on the Notes of such series that Series will be decreased to the interest rate payable on the Notes of such series that Series on the date of their initial issuance issuance.
(and if one such upgrade occurs and the other does not, the interest rate on the Notes of such series will be decreased so that it does not reflect any increase attributable to the upgrading Interest Rate Rating Agency). In addition, the e) The interest rates on the Notes of a series any Series will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade in the ratings by any of the Interest Rate Rating Agencieseither or both Mxxxx’x or S&P) if the Notes of such series Series become rated Baa1 Baa2 and BBB+ BBB (or, in either case, or the equivalent thereofof either such rating, in the case of a Substitute Rating Agency) or higher by Moody’s Mxxxx’x and S&P (or, in either case, any a Substitute Rating AgencyAgency therefor), respectively (or one of these ratings if the Notes of such series are only rated by one rating agencyRating Agency). In such case, the interest rate on the Notes of that Series will be the interest rate payable on the Notes of that series on the date of their initial issuance.
(f) Each adjustment required by any downgrade decrease or upgrade increase in a rating set forth aboveabove (or an equivalent rating, in either case of any Substitute Rating Agency or under any successor rating categories of Mxxxx’x or S&P, as the case may be), whether occasioned by the action of Moody’s Mxxxx’x or S&P (or, in either case, any a Substitute Rating AgencyAgency therefor), shall be made independent of any and all other adjustments. In ; provided, however, in no event shall (1) the interest rate on for the Notes of a series any Series be reduced to below the interest rate payable on the Notes of such series that Series on the date of their initial issuance issuance, or (2) the total increase in the interest rate on the Notes of such series any Series exceed 2.002.000% above the interest rate payable on the Notes of such series that Series on the date of their initial issuance. No .
(g) Except as provided in this Section 2.4(g) and the immediately following Section 2.4(h), no adjustments in the interest rate of the Notes of a series Series shall be made solely as a result of an Interest Rate a Rating Agency ceasing to provide a rating on the Notes of such seriesSeries of Notes. If at any time less fewer than two Interest Rate Rating Agencies rating agencies provide a rating of the Notes of such series a Series for reasons any reason beyond the CompanyIssuer’s control, the Company Issuer will use its commercially reasonable efforts to obtain a rating of the such Series of Notes of such series from a Substitute Rating Agency, if to the extent one exists, in which caseand if a Substitute Rating Agency exists, for purposes of determining any increase or decrease in the interest rate on the Notes of such series a Series pursuant to the tables above above:
(ai) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency to provide a rating of the Notes such Series of such series Notes, but which has since ceased to provide such rating, ;
(bii) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company Issuer and, for purposes of determining the applicable ratings included in the applicable table tables in Section 2.4(b) and (c) above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s Mxxxx’x or S&P, as applicable, in such table and table; and
(ciii) the interest rate on the Notes of a series such Series will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes of a series such Series on the date of their initial issuance issuance, plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table in Section 2.4(b) and (c) above (taking into account the provisions of clause (bi) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agencyrating agency). .
(h) For so long as only one Interest Rate Rating Agency provides a rating of the Notes of a seriesSeries, any subsequent increase or decrease in the interest rate of the such Series of Notes of such series necessitated by a reduction or increase in the rating by the Interest Rate Rating Agency providing the rating shall be twice the applicable percentage set forth in the applicable table in Section 2.4(b) and (c) above. For so long as no Interest Rate none of Mxxxx’x, S&P or a Substitute Rating Agency provides a rating of the Notes of a seriesSeries, the interest rate on the Notes of such series Series will increase to, or remain at, as the case may be, 2.002.000% above the interest rate payable on the Notes of such series Series on the date of their initial issuance. If Mxxxx’x or S&P either ceases to rate the Notes of a Series for reasons within the Issuer’s control or ceases to make a rating of the Notes of such Series publicly available for reasons within the Issuer’s control, the Issuer will not be entitled to obtain a rating from a Substitute Rating Agency and the increase or decrease in the interest rate of the Notes of such Series shall be determined in the manner described above as if either only one or no Rating Agency provides a rating of the Notes of such Series.
(i) Any interest rate increase or decrease described above will take effect from the first day of the interest period period, commencing after the date on which a rating change occurs that requires an adjustment in the interest rate. As such, interest will not accrue at such increased or decreased rate until the next interest payment date following the date on which the rating change occurs. If any Interest Rate Mxxxx’x, or S&P (or, in either case, a Substitute Rating Agency therefor) changes its rating of the Notes of a series Series more than once prior to during any particular interest payment dateperiod, the last change by such agency prior to such interest payment date will control for purposes of any interest rate increase or decrease with respect to the Notes of a series such Series described above relating to such rating agencyRating Agency’s action. action If the interest rate payable on the Notes of a series Series is increased as described aboveunder this Section 2.4, the term “interest,” as used with respect to the Notes of such seriesthat Series, will be deemed to include any such additional interest unless the context otherwise requires. The interest rate and the amount of interest payable on the Notes of any Series will be determined and calculated by the Issuer. For the avoidance of doubt, the Trustee shall have no duty to monitor any ratings of the Notes, or to determine if an adjustment to any interest rate is to be made or what an interest rate should be, or make any other determinations or calculations in respect of the interest amounts due on the Notes, or to notify the Holders of any of the foregoing or determine the consequences thereof.
Appears in 1 contract
Interest Rate Adjustment. The interest rate payable on this 7.000% Senior Note due 2030 (this “Security”) will be subject to adjustments adjustment from time to time if either Moody’s ’s, S&P or S&P Fitch, or, if applicablein any case, Fitch or any “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company (as certified by a resolution of the Company’s board of directors) as a replacement for Moody’s or S&P, as the case may be (each, a “Substitute Rating Agency”) Agency downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the Senior Notes, in the manner described below. Each of Moody’s, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.”
(a) If the rating assigned by from Moody’s (or, if applicable, or any Substitute Rating Agency) of the Senior Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes this Security will increase such that it will equal the interest rate payable first set forth on the Notes face of such series on the date of their initial issuance this Security plus the percentage set forth opposite the rating in ratings from the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(b) beloweach of “S&P Rating” and “Fitch Rating”): Ba1 Ba2 0.25 % Ba2 Ba3 0.50 % Ba3 B1 0.75 % B1 B2 or below 1.00 % * Including including the equivalent ratings of any Substitute Rating Agency.
(b) . If the rating assigned by from S&P (or, if applicable, or any Substitute Rating Agency) of a series of the Senior Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes of such series this Security will increase such that it will equal the interest rate payable first set forth on the Notes face of such series on the date of their initial issuance this Security plus the percentage set forth opposite the rating in ratings from the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(a) aboveeach of “Mxxxx’x Rating” and “Fitch Rating”): BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % * Including including the equivalent ratings of any Substitute Rating Agency. If the rating from Fitch (or any Substitute Rating Agency) of the Senior Notes is decreased to a rating set forth in the immediately following table, the interest rate on this Security will increase such that it will equal the interest rate first set forth on the face of this Security plus the percentage set forth opposite the ratings from the table below (plus, if applicable, the percentage set forth opposite the rating in the table under each of “Mxxxx’x Rating” and “S&P Rating”): BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % * including the equivalent ratings of any Substitute Rating Agency. If at any time the interest rate on the Senior Notes of a series has been increased adjusted upward and any of Moody’s, S&P or Fitch (or, in any such case, a Substitute Rating Agency), as the Interest Rate Rating Agencies case may be, subsequently upgrades increases its rating of the Senior Notes to any of such seriesthe threshold ratings set forth above, the interest rate on the Notes of such series will this Security shall be decreased such that the interest rate for the Notes of such series equals this Security shall equal the interest rate payable first set forth on the Notes face of such series on the date of their initial issuance this Security plus the percentages set forth opposite the ratings from in the tables above in effect immediately following the upgrade increase in rating. If Moody’s (or any Substitute Rating Agency) subsequently upgrades increases its rating of the Senior Notes of such series to Baa3 Ba1 (or its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P (or any Substitute Rating Agency) upgrades increases its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher and Fitch (or any Substitute Rating Agency) increases its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes of such series this Security will be decreased to the interest rate payable first set forth on the Notes face of such series on the date of their initial issuance (and if one such upgrade occurs and the other does not, the interest rate on the Notes of such series will be decreased so that it does not reflect any increase attributable to the upgrading Interest Rate Rating Agency)this Security. In addition, the interest rates rate on the Notes of a series this Security will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade decrease in the ratings by any of the Interest Rate or all Rating Agencies) if the Senior Notes of such series become rated Baa1 Baa2, BBB and BBB+ BBB (or, in either case, or the equivalent thereofof any such rating, in the case of a Substitute Rating Agency) or higher by Moody’s any two of Mxxxx’x, S&P and S&P Fitch (or, in either any case, any a Substitute Rating AgencyAgency thereof), respectively (or one of these ratings if the Notes of such series are only rated by one rating agency)respectively. Each adjustment required by any downgrade decrease or upgrade increase in a rating set forth above, whether occasioned by the action of Moody’s ’s, S&P or S&P Fitch (or, in either any case, any a Substitute Rating Agency), shall be made independent of any and all other adjustments. In ; provided, however, that in no event shall (1) the interest rate on the Notes of a series for this Security be reduced to below the interest rate payable first set forth on the Notes face of such series on the date of their initial issuance this Security or (2) the total increase in the interest rate on the Notes of such series this Security exceed 2.00% above the interest rate payable first set forth on the Notes face of such series on the date of their initial issuancethis Security. No adjustments in the interest rate of the Notes of a series this Security shall be made solely as a result of an Interest Rate a Rating Agency ceasing to provide a rating on of the Notes of such seriesSenior Notes. If at any time less than two Interest Rate Rating Agencies Moody’s, S&P or Fitch ceases to provide a rating of the Senior Notes of such series for reasons beyond the Company’s controlany reason, the Company will use its commercially reasonable efforts to obtain a rating of the Senior Notes of such series from a Substitute Rating Agency, if to the extent one exists, in which caseand if a Substitute Rating Agency exists, for purposes of determining any increase or decrease in the interest rate on the Notes of such series this Security pursuant to the tables above above, (a) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency to provide a rating of the Senior Notes of such series but which has since ceased to provide such rating, (b) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an Independent Investment Banker or any other independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s ’s, S&P or S&PFitch, as applicable, in such table and (c) the interest rate on the Notes of a series this Security will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable first set forth on the Notes face of a series on the date of their initial issuance this Security plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agency). For so long as only one Interest Rate Rating Agency of Moody’s, S&P or Fitch provides a rating of the Senior Notes of a seriesand no Substitute Rating Agency has replaced the other Rating Agency, any subsequent increase or decrease in the interest rate of the Notes of such series this Security necessitated by a reduction or increase in the rating by the Interest Rate Rating Agency providing the rating shall be twice the applicable percentage set forth in the applicable table above. For so long as any two of Moody’s, S&P or Fitch provide a rating of the Senior Notes and no Interest Rate Substitute Rating Agencies have replaced the other Rating Agencies, any subsequent increase or decrease in the interest rate of this Security necessitated by a reduction or increase in the ratings by the Rating Agencies providing the ratings shall be as set forth in the applicable tables above. For so long as none of Mxxxx’x, S&P, Fitch or a Substitute Rating Agency provides a rating of the Notes of a seriesSenior Notes, the interest rate on the Notes of such series this Security will increase to, or remain at, as the case may be, 2.00% above the interest rate payable first set forth on the Notes face of such series on the date of their initial issuancethis Security. Any interest rate increase or decrease described above will take effect from the first day of the interest period commencing after the date on which a rating change occurs that requires an adjustment in the interest rate. As such, interest will not accrue at such increased or decreased rate until the next interest payment date following the date on which a rating change occurs. If Moody’s, S&P or Fitch (or, in any Interest Rate case, a Substitute Rating Agency Agency) changes its rating of the Senior Notes of a series more than once prior to during any particular interest payment dateperiod, the last change in such interest period by such agency prior to such interest payment date Rating Agency will control for purposes of any interest rate increase or decrease with respect to the Notes of a series this Security described above relating to such rating agencyRating Agency’s action. If the interest rate payable on the Notes of a series this Security is increased as described above, the term “interest,” as used with respect to the Senior Notes of such seriesand this Security, will be deemed to include any such additional interest unless the context otherwise requires.. The Company shall promptly provide an officer’s certificate to the Trustee and the Paying Agent on becoming aware of any decrease in the rating assigned to the Senior Notes by any of Moody’s, S&P or Fitch (or any Substitute Rating Agency). Neither the Trustee nor the Paying Agent shall have any obligation to monitor the rating assigned to the Senior Notes. For purposes of this “Interest Rate Adjustment” section, the following definitions are applicable:
Appears in 1 contract
Interest Rate Adjustment. (a) The interest rate payable on each series of Notes will be subject to adjustments from time to time if either Moody’s or S&P or, if applicableeither Moody’s or S&P ceases to rate a series of Notes or fails to make a rating of a series of Notes publicly available for reasons outside the Company’s control, Fitch or any a “nationally recognized statistical rating organization” within selected pursuant to the meaning definition of Section 3(a)(62) of the Exchange Act selected by the Company Rating Agency (as certified by a resolution of the Company’s board of directors) as a replacement for Moody’s or S&P, as the case may be (each, a “Substitute Rating Agency”) ), downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the such Notes, in the manner described below. Each of Moody’s, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.”
(a) If the rating assigned by Moody’s (or, if applicable, any Substitute Rating Agency) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes will increase such that it will equal the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under this Section 108(b) below): Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency2.16.
(b) If the rating assigned by S&P from Moody’s (or, if applicable, or any Substitute Rating AgencyAgency therefor) of a series of Notes is decreased to a rating set forth in the immediately following table, the interest rate on the such Notes of such series will increase such that it will equal the interest rate payable on the such Notes of such series on the date of their initial issuance this Supplemental Indenture plus the percentage set forth opposite the ratings from the table below: Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 %
(c) If the rating from S&P (or any Substitute Rating Agency therefor) of a series of Notes is decreased to a rating set forth in the table below (plusimmediately following table, if applicable, the interest rate on such Notes will increase such that it will equal the interest rate payable on such Notes on the date of this Supplemental Indenture plus the percentage set forth opposite the rating in ratings from the table under Section 108(a) above): below: BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency. %
(d) If at any time the interest rate on the Notes of a series of Notes has been increased and any of either Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor), as the Interest Rate Rating Agencies case may be, subsequently upgrades its rating of such Notes to any of the Notes threshold ratings set forth in subsections (b) and (c) of such seriesthis Section 2.16, the interest rate on the such Notes of such series will be decreased such that the interest rate for the such Notes of such series equals the interest rate payable on the such Notes of such series on the date of their initial issuance this Supplemental Indenture plus the percentages set forth opposite the ratings from the tables above in subsections (b) and (c) of this Section 2.16 in effect immediately following the upgrade in rating. If Moody’s (or any Substitute Rating AgencyAgency therefor) subsequently upgrades its rating of the a series of Notes of such series to Baa3 (or its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P (or any Substitute Rating AgencyAgency therefor) upgrades its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the such Notes of such series will be decreased to the interest rate payable on the such Notes of such series on the date of their initial issuance this Supplemental Indenture (and if one such upgrade occurs and the other does not, the interest rate on the such Notes of such series will be decreased so that it does not reflect any increase attributable to the upgrading Interest Rate Rating Agency). In addition, the interest rates on the Notes of a series of Notes will permanently cease to be subject to any adjustment described above in subsections (b) and (c) of this Section 2.16 (notwithstanding any subsequent downgrade in the ratings by any of the Interest Rate either or both Rating Agencies) if the such Notes of such series become rated Baa1 and BBB+ (or, in either case, or the equivalent thereofof either such rating, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, any a Substitute Rating AgencyAgency therefor), respectively (or one of these ratings if the such Notes of such series are only rated by one rating agencyRating Agency). .
(e) Each adjustment required by any downgrade or upgrade in a rating set forth abovein subsections (b), (c) and (d) of this Section 2.16 (each, a “Ratings Adjustment”), whether occasioned by the action of Moody’s or S&P (or, in either case, any a Substitute Rating AgencyAgency therefor), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate on the Notes of for a series of Notes be reduced to below the interest rate payable on the such Notes of such series on the date of their initial issuance this Supplemental Indenture or (2) the total increase in the interest rate on the a series of Notes of such series exceed 2.00% above the interest rate payable on the such Notes of such series on the date of their initial issuance. this Supplemental Indenture.
(f) No adjustments in the interest rate of the Notes of a series shall be made solely as a result of an Interest Rate a Rating Agency ceasing to provide a rating on the Notes of such seriesany series of Notes. If at any time less than two Interest Rate Rating Agencies Moody’s or S&P ceases to provide a rating of the Notes either series of such series for reasons beyond the Company’s controlNotes, the Company will use its commercially reasonable efforts to obtain a rating of the such Notes of such series from a Substitute Rating Agency, if to the extent one exists, in which caseand if a Substitute Rating Agency exists, for purposes of determining any increase or decrease in the interest rate on the such Notes of such series pursuant to the tables above in subsections (ab) and (c) of this Section 2.16, (i) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency to provide a rating of the such Notes of such series but which has since ceased to provide such rating, (bii) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table above set forth in subsections (b) and (c) of this Section 2.16 with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (ciii) the interest rate on the such Notes of a series will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the such Notes of a series on the date of their initial issuance this Supplemental Indenture plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above set forth in subsections (b) or (c) of this Section 2.16 (taking into account the provisions of clause (bii) aboveof this Section 2.16(f)) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agency). .
(g) For so long as only one Interest Rate Rating Agency provides a rating of the Notes a series of a seriesNotes, any subsequent increase or decrease in the interest rate of the Notes of such series of Notes necessitated by a reduction or increase in the rating by the Interest Rate Rating Agency providing the rating shall be twice the applicable percentage set forth in the applicable table abovein subsections (b) or (c) of this Section 2.16. For so long as no Interest Rate none of Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor) provides a rating of the Notes a series of a seriesNotes, the interest rate on the Notes of such series of Notes will increase to, or remain at, as the case may be, 2.00% above the interest rate payable on the such Notes of such series on the date of their initial issuance. this Supplemental Indenture.
(h) Any interest rate increase or decrease described above in this Section 2.16 will take effect from the first day of the interest period commencing after Interest Payment Date following the date on which a rating change occurs that requires an adjustment in the interest rate. As such, interest will not accrue at such increased or decreased rate until the Interest Payment Date immediately following the date on which a rating change occurs. If any Interest Rate Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor) changes its rating of the Notes of a series of Notes more than once prior to any particular interest payment dateInterest Payment Date, the last change by such agency Ratings Agency prior to such interest payment date Interest Payment Date will control for purposes of any interest rate increase or decrease with respect to the such Notes of a series described above in this Section 2.16 relating to such rating agencyRating Agency’s action. If the interest rate payable on the Notes of a series of Notes is increased as described abovein this Section 2.16, the term “interest,” as used with respect to the Notes of such seriesunder the Indenture or the Notes, will be deemed to include any such additional interest unless the context otherwise requires.
(i) The Company will promptly provide the Trustee with written notice of any increase or decrease in the interest rate due to a Ratings Adjustment.
Appears in 1 contract
Samples: Tenth Supplemental Indenture (Wyndham Worldwide Corp)
Interest Rate Adjustment. (i) The interest rate payable on the Notes will be subject to adjustments from time to time if either Moody’s Xxxxx’x or S&P or, if applicableeither Xxxxx’x or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside the Company’s control, Fitch or any a “nationally recognized statistical rating organization” within selected pursuant to the meaning definition of Section 3(a)(62) of the Exchange Act selected by the Company Rating Agency (as certified by a resolution of the Company’s board of directors) as a replacement for Moody’s or S&P, as the case may be (each, a “Substitute Rating Agencysubstitute rating agency”) ), downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the Notes, in the manner described below. Each of Moody’s, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.”
(aii) If the rating assigned by Moody’s from Xxxxx’x (or, if applicable, or any Substitute Rating Agencysubstitute rating agency therefor) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes will increase such that it will equal the interest rate payable on the Notes of such series on the date of their initial issuance this Second Supplemental Indenture plus the percentage set forth opposite the rating in ratings from the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(b) below): : Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agencysubstitute rating agency.
(biii) If the rating assigned by from S&P (or, if applicable, or any Substitute Rating Agencysubstitute rating agency therefor) of a series of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes of such series will increase such that it will equal the interest rate payable on the Notes of such series on the date of their initial issuance this Second Supplemental Indenture plus the percentage set forth opposite the rating in ratings from the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(a) above): below: BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency. substitute rating agency.
(iv) If at any time the interest rate on the Notes of a series has been increased and any of either Xxxxx’x or S&P (or, in either case, a substitute rating agency therefor), as the Interest Rate Rating Agencies case may be, subsequently upgrades its rating of the Notes to any of such seriesthe threshold ratings set forth above, the interest rate on the Notes of such series will be decreased such that the interest rate for the Notes of such series equals the interest rate payable on the Notes of such series on the date of their initial issuance this Second Supplemental Indenture plus the percentages set forth opposite the ratings from the tables in paragraphs (ii) and (iii) above in effect immediately following the upgrade in rating. If Moody’s Xxxxx’x (or any Substitute Rating Agencysubstitute rating agency therefor) subsequently upgrades its rating of the Notes of such series to Baa3 (or its equivalent, in the case of a Substitute Rating Agencysubstitute rating agency) or higher, and S&P (or any Substitute Rating Agencysubstitute rating agency therefor) upgrades its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agencysubstitute rating agency) or higher, the interest rate on the Notes of such series will be decreased to the interest rate payable on the Notes of such series on the date of their initial issuance this Second Supplemental Indenture (and if one such upgrade occurs and the other does not, the interest rate on the Notes of such series will be decreased so that it does not reflect any increase attributable to the upgrading Interest Rate Rating Agency). In addition, the interest rates on the Notes of a series will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade in the ratings by any of the Interest Rate either or both Rating Agencies) if the Notes of such series become rated Baa1 Baa2 and BBB+ BBB (or, in either case, or the equivalent thereofof either such rating, in the case of a Substitute Rating Agencysubstitute rating agency) or higher by Moody’s Xxxxx’x and S&P (or, in either case, any Substitute Rating Agencya substitute rating agency therefor), respectively (or one of these ratings if the Notes of such series are only rated by one rating agencyRating Agency). .
(v) Each adjustment required by any downgrade or upgrade in a rating set forth above, whether occasioned by the action of Moody’s Xxxxx’x or S&P (or, in either case, any Substitute Rating Agencya substitute rating agency therefor), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate on for the Notes of a series be reduced to below the interest rate payable on the Notes of such series on the date of their initial issuance this Second Supplemental Indenture or (2) the total increase in the interest rate on the Notes of such series exceed 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuance. this Second Supplemental Indenture.
(vi) No adjustments in the interest rate of the Notes of a series shall be made solely as a result of an Interest Rate a Rating Agency ceasing to provide a rating on of the Notes of such seriesNotes. If at any time less than two Interest Rate Rating Agencies Xxxxx’x or S&P ceases to provide a rating of the Notes of such series for reasons beyond the Company’s controlNotes, the Company will use its commercially reasonable efforts to obtain a rating of the Notes of such series from a Substitute Rating Agencysubstitute rating agency, if to the extent one exists, in which caseand if a substitute rating agency exists, for purposes of determining any increase or decrease in the interest rate on the Notes of such series pursuant to the tables in paragraphs (ii) and (iii) above (a) such Substitute Rating Agency substitute rating agency will be substituted for the last Interest Rate Rating Agency to provide a rating of the Notes of such series but which has since ceased to provide such rating, (b) the relative rating scale used by such Substitute Rating Agency substitute rating agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table in paragraph (ii) or (iii) above with respect to such Substitute Rating Agencysubstitute rating agency, such ratings will be deemed to be the equivalent ratings used by Moody’s Xxxxx’x or S&P, as applicable, in such table and (c) the interest rate on the Notes of a series will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes of a series on the date of their initial issuance this Second Supplemental Indenture plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency substitute rating agency in the applicable table in paragraph (ii) or (iii) above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agency). .
(vii) For so long as only one Interest Rate Rating Agency provides a rating of the Notes of a seriesNotes, any subsequent increase or decrease in the interest rate of the Notes of such series necessitated by a reduction or increase in the rating by the Interest Rate Rating Agency providing the rating shall be twice the applicable percentage set forth in the applicable table in paragraph (ii) or (iii) above. For so long as no Interest Rate Rating Agency neither Xxxxx’x nor S&P (or, in either case, a substitute rating agency therefor) provides a rating of the Notes of a seriesNotes, the interest rate on the Notes of such series will increase to, or remain at, as the case may be, 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuance. this Second Supplemental Indenture.
(viii) Any interest rate increase or decrease described above will take effect from the first day of the interest period commencing after Interest Payment Date following the date on which a rating change occurs that requires an adjustment in the interest rate. As such, interest will not accrue at such increased or decreased rate until the Interest Payment Date immediately following the date on which a rating change occurs. If any Interest Rate Rating Agency Xxxxx’x or S&P (or, in either case, a substitute rating agency therefor) changes its rating of the Notes of a series more than once prior to any particular interest payment dateInterest Payment Date, the last change by such agency Ratings Agency prior to such interest payment date Interest Payment Date will control for purposes of any interest rate increase or decrease with respect to the Notes of a series described above relating to such rating agencyRating Agency’s action. If the interest rate payable on the Notes of a series is increased as described above, the term “interest,” as used with respect to the Notes of such seriesunder the Indenture or the Notes, will be deemed to include any such additional interest unless the context otherwise requires.
Appears in 1 contract
Interest Rate Adjustment. (a) The interest rate payable on each series of Notes will be subject to adjustments adjustment from time to time if either Moody’s or S&P downgrades (or subsequently upgrades) the debt rating applicable to the Notes of a series (a “Rating”) or, if applicableeither Moody’s or S&P ceases to rate the Notes of that series or fails to make a Rating of the Notes of that series publicly available for reasons outside of the Company’s control, Fitch or any a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of under the Exchange Act selected by the Company (as certified by a resolution of the Company’s board of directors) as a replacement agency for Moody’s or S&P, as the case may be S&P (each, a “Substitute Rating Agency”) ), downgrades (or downgrades and subsequently upgrades), or discontinues, a Rating of the Notes of that series as set forth below.
(i) If the credit rating assigned to the Notes, in the manner described below. Each of Rating from Moody’s, S&P and any ’s (or a Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.”
(atherefor) If the rating assigned by Moody’s (or, if applicable, any Substitute Rating Agency) of applicable to the Notes of a series is decreased to a rating set forth in the immediately following table, the interest rate on the Notes will increase such that it will equal the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(b) below): Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency.
(b) If the rating assigned by S&P (or, if applicable, any Substitute Rating Agency) of a series of Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes of such series will increase such that it will equal the interest rate payable on the Notes of such series on the date of their initial issuance plus from those set forth in Section 2.03(a) by the percentage set forth opposite the rating in the following table opposite that Rating: Rating Percentage Ba1 25 basis points Ba2 50 basis points Ba3 75 basis points B1 or below 100 basis points
(plus, if applicable, ii) If the percentage Rating from S&P (or a Substitute Rating Agency therefor) applicable to the Notes of a series is decreased to a Rating set forth opposite the rating in the table under Section 108(a) above): BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency. If at any time immediately following table, the interest rate on the Notes of such series will increase from those set forth in Section 2.03(a) by the percentage set forth in the following table opposite that Rating: Rating Percentage BB 25 basis points BB- 50 basis points B+ 75 basis points B or below 100 basis points
(b) For purposes of making adjustments to the interest rate on the Notes pursuant to Section 2.11(a), the following rules of interpretation will apply:
(i) If Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor) subsequently increases its Rating applicable to the Notes of a series has been increased and to any of the Interest Rate Rating Agencies subsequently upgrades its rating of the Notes of such seriesthreshold Ratings set forth above, the interest rate on the Notes of such series will be decreased such that the interest rate for the Notes of such series equals the applicable interest rate payable on the Notes of such series on the date of their initial issuance set forth in Section 2.03(a) plus the percentages percentage set forth opposite the ratings Ratings from the tables above in effect immediately following the upgrade increase. Each adjustment required by any decrease or increase in ratinga Rating set forth in Section 2.11(a) above, whether occasioned by the action of Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate for any series of the Notes be reduced to below the interest rate set forth for such series of Notes in Section 2.03(a) or (2) the total increase in the interest rate on any series of the Notes exceed 2.00% above the interest rate set forth for such series in Section 2.03(a) (in addition to any additional interest payable to holders of the Notes if the Company fails to complete the Exchange Offer pursuant to Section 2.10 hereof). If Moody’s (or any a Substitute Rating AgencyAgency therefor) subsequently upgrades increases its rating of Rating applicable to the Notes of such series to Baa3 (Baa2 or its equivalent, in the case of a Substitute Rating Agency) or higher, higher and S&P (or any Substitute Rating Agency) upgrades its rating to BBB- (or its equivalent, in the case of a Substitute Rating AgencyAgency therefor) increases its Rating applicable to the Notes of such series to BBB or higherhigher (or one of these Ratings if the Notes are only rated by one rating agency), the interest rate on the Notes of such series of Notes will remain at, or be decreased to to, as the case may be, the interest rate payable on for such series of the Notes of such series on the date of their initial issuance set forth in Section 2.03(a) (and if one such upgrade occurs and the other does not, the interest rate on the Notes of such series will be decreased so that it does not reflect any increase attributable to the upgrading Interest Rate ratings agency), and no subsequent downgrades in a Rating Agency). In addition, shall result in an adjustment of the interest rates on the Notes of a series will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade in the ratings by any of the Interest Rate Rating Agencies) if the Notes of such series become rated Baa1 and BBB+ as provided herein.
(or, in either case, the equivalent thereof, in the case of a Substitute Rating Agencyii) or higher by Moody’s and S&P (or, in either case, If at any Substitute Rating Agency), respectively (or one of these ratings if the Notes of such series are only rated by one rating agency). Each adjustment required by any downgrade or upgrade in a rating set forth above, whether occasioned by the action of time Moody’s or S&P (or, in either case, any a Substitute Rating Agency), shall be made independent of any and all other adjustments. In no event shall (1Agency therefor) the interest rate on the Notes of ceases to provide a series be reduced to below the interest rate payable on the Notes of such series on the date of their initial issuance or (2) the total increase in the interest rate on the Notes of such series exceed 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuance. No adjustments in the interest rate Rating of the Notes of a series shall be made solely as a result of an Interest Rate Rating Agency ceasing to provide a rating on the Notes of such series. If at any time less than two Interest Rate Rating Agencies provide a rating of the Notes of such series for reasons beyond outside of the Company’s control, the Company will use its commercially reasonable efforts to obtain a rating of the Notes Rating of such series of Notes from a Substitute Rating Agency, if to the extent one exists, in which caseand if a Substitute Rating Agency exists, for purposes of determining any increase or decrease in the interest rate on the Notes of such a series pursuant to the tables above Section 2.11(a), (a1) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency to provide a rating of the Notes of such series but ratings agency which has since ceased to provide such ratingRating, (b2) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings Ratings included in the applicable table above in Section 2.11(a) with respect to such Substitute Rating Agency, such ratings Ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, the ratings agency which has since ceased to provide such Rating in such table and (c3) the interest rate on the Notes of a such series will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes of a such series on the date of their initial issuance plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating Rating from such Substitute Rating Agency in the applicable table above in Section 2.11(a) (taking into account the provisions of clause (b2) above) (), plus any applicable percentage resulting from a decreased rating Rating by the other Interest Rate Rating Agency). For so long as only one Interest Rate ratings agency.
(iii) If either Moody’s or S&P (or, in either case, a Substitute Rating Agency provides therefor) ceases to provide a rating Rating of the Notes of a seriesseries and the Company has not replaced such rating agency with a Substitute Rating Agency in accordance with Section 2.11(b)(ii) above, the interest rate on the Notes of such series will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes of such series on the date of their initial issuance plus twice any applicable percentage resulting from a decreased Rating by the other ratings agency. Any subsequent increase or decrease in the interest rate rates of the Notes of such series necessitated by a reduction or increase in the rating Rating by the Interest Rate agency continuing to provide the Rating Agency providing the rating shall be twice the applicable percentage set forth in the applicable table abovein Section 2.11(a). For so long No adjustments in the interest rates of the Notes shall be made solely as no Interest Rate a result of either Moody’s or S&P (or, in either case, a Substitute Rating Agency provides therefor) ceasing to provide a rating Rating of the Notes of a series. If both Moody’s and S&P (or, in either case, a Substitute Rating Agency therefor) cease to provide a Rating, and no Substitute Rating Agency has provided a Rating, the interest rate rates on the Notes of such series will increase to, or remain at, as the case may be, 2.00% above the applicable interest rate set forth in Section 2.03(a) (in addition to any additional interest payable on to holders of the Notes of such series on if the date of their initial issuance. Company fails to complete the Exchange Offer pursuant to Section 2.10 hereof).
(iv) Any interest rate increase or decrease decrease, as described above above, will take effect from the first day of the interest period commencing after the date on which a rating Rating change occurs that requires an adjustment in the interest raterates. If any Interest Rate Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor) changes its rating Rating of the Notes of a series more than once prior to during any particular interest payment dateperiod, the last change by such agency prior to during such interest payment date period will control for purposes of any interest rate increase or decrease with respect to the Notes of a such series described above relating to such rating agency’s action. .
(v) If the interest rate payable on the Notes of a any series is increased or subsequently decreased as described above, the term “interest,” as used with respect to the Notes of such series, will be deemed to include any such applicable additional interest pursuant to Section 2.10 unless the context otherwise requires.
(vi) For purposes of this Section 2.11 the term “interest period” shall mean the period from and including an Interest Payment Date (or if prior to the first Interest Payment Date, from and including the date of original issuance of the Notes of such series) to but excluding the next succeeding Interest Payment Date.
(c) The Company shall give the Trustee prompt written notice of any increase or decrease, pursuant to this Section 2.11, in the interest rate on the Notes of any series, which notice shall set forth the amount of such increase or decrease, the basis therefor and the date from which such increase or decrease shall take effect. The Trustee shall have no duty to independently determine whether any such increase or decrease has occurred, the amount of such increase or decrease or the date from which such increase or decrease shall take effect and shall be entitled to conclusively rely as to such matters on the foregoing written notice from the Company.
Appears in 1 contract
Samples: Indenture (Regal Rexnord Corp)
Interest Rate Adjustment. The interest rate payable on the Notes will be subject to adjustments from time to time if either Xxxxx’x Investors Service, Inc. and its successors (“Moody’s”) or S&P Global Ratings, a division of S&P Global Inc., and its successors (“S&P”) or, if either of Moody’s or S&P orceases to rate the Notes or fails to make a rating of the Notes publicly available, if applicablein each case for reasons outside of the control of the Company, Fitch or any a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company (as certified by a resolution of the Company’s board Board of directorsDirectors) as a replacement agency for Moody’s or S&P, or both of them, as the case may be (each, a “Substitute Rating Agency”) ), downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the Notes, in the manner described below. Each of Moody’s, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.”
(a) If the rating assigned by Moody’s (or, if applicable, or any Substitute Rating AgencyAgency therefor) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes will increase such that it will equal from the interest rate payable on the Notes of such series on the date of their initial issuance plus of the Notes, by an amount equal the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(b) below“S&P Rating Percentage”): Ba1 0.25 % Xxxxx’x Rating* Percentage Ba2 0.50 0.25% Ba3 0.75 0.50% B1 0.75% B2 or below 1.00 1.00% * Including the equivalent ratings of any Substitute Rating Agency.
(b) . If the rating assigned by S&P (or, if applicable, or any Substitute Rating AgencyAgency therefor) of a series of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes of such series will increase such that it will equal from the interest rate payable on the Notes of such series on the date of their initial issuance plus of the Notes, by an amount equal the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(a) above“Xxxxx’x Rating Percentage”): S&P Rating* Percentage BB+ 0.25 0.25% BB 0.50 0.50% BB- 0.75 0.75% B+ or below 1.00 1.00% * Including the equivalent ratings of any Substitute Rating Agency. If at any time the interest rate on the Notes of a series has been increased and any of either Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor), as the Interest Rate Rating Agencies case may be, subsequently upgrades its rating of the Notes to any of such seriesthe ratings set forth above, the interest rate on the Notes of such series will be decreased such that the interest rate for the Notes of such series equals the interest rate payable on the Notes of such series on the date of their initial issuance of the Notes plus the percentages set forth opposite the ratings from the tables above in effect immediately following the upgrade in rating. If Moody’s (or any Substitute Rating AgencyAgency therefor) subsequently upgrades its rating of the Notes of such series to Baa3 Ba1 (or its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P (or any Substitute Rating AgencyAgency therefor) upgrades its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes of such series will be decreased to the interest rate payable on the Notes of such series on the date of their initial issuance of the Notes (and if one such upgrade occurs and the other does not, the interest rate on the Notes of such series will be decreased so that it does not reflect any increase attributable to the upgrading Interest Rate Rating Agencyrating agency). In addition, the interest rates on the Notes of a series will permanently cease to be subject to any adjustment described above herein (notwithstanding any subsequent downgrade in the ratings by any of the Interest Rate Rating Agencieseither or both rating agencies) if the Notes of such series become rated Baa1 and BBB+ (or, in either case, the equivalent thereof, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, any a Substitute Rating AgencyAgency therefor), respectively (or one of these ratings if the Notes of such series are only rated by one rating agency). Each adjustment required by any downgrade or upgrade in a rating set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any a Substitute Rating AgencyAgency therefor), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate on for the Notes of a series be reduced to below the interest rate payable on the Notes of such series on the date of their initial issuance of the Notes or (2) the total increase in the interest rate on the Notes of such series exceed 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuanceissuance of the Notes. No adjustments in the interest rate of the Notes of a series shall be made solely as a result of an Interest Rate Rating Agency a rating agency ceasing to provide a rating on of the Notes of such seriesNotes. If at any time less than two Interest Rate Rating Agencies Moody’s or S&P ceases to provide a rating of the Notes of such series for reasons beyond the Company’s controlNotes, the Company will use its commercially reasonable efforts to obtain a rating of the Notes of such series from a Substitute Rating Agency, if one exists, in which case, for purposes of determining any increase or decrease in the interest rate on the Notes of such series pursuant to the tables above (a) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency rating agency to provide a rating of the Notes of such series but which has since ceased to provide such rating, (b) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company us and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (c) the interest rate on the Notes of a series will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes of a series on the date of their initial issuance of the Notes plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agencyrating agency). For so long as only one Interest Rate Rating Agency rating agency provides a rating of the Notes of a seriesNotes, any subsequent increase or decrease in the interest rate of the Notes of such series necessitated by a reduction or increase in the rating by the Interest Rate Rating Agency rating agency providing the rating shall be twice the applicable percentage set forth in the applicable table above. For so long as no Interest Rate neither Moody’s nor S&P (nor, in either case, a Substitute Rating Agency therefor) provides a rating of the Notes of a seriesNotes, the interest rate on the Notes of such series will increase to, or remain at, as the case may be, 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuanceissuance of the Notes. Any interest rate increase or decrease described above will take effect from the first day of the interest period commencing after Interest Payment Date following the date on which a rating change occurs that requires an adjustment in the interest rate. As such, interest will not accrue at such increased or decreased rate until the next Interest Payment Date following the date on which a rating change occurs. If any Interest Rate Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor) changes its rating of the Notes of a series more than once prior to any particular interest payment dateInterest Payment Date, the last change by such agency prior to such interest payment date Interest Payment Date will control for purposes of any interest rate increase or decrease with respect to the Notes of a series described above relating to such rating agency’s action. If the interest rate payable on the Notes of a series is increased as described above, the term “interest,” as used with respect to the Notes of such seriesNotes, will be deemed to include any such additional interest unless the context otherwise requires.. The Company will advise the Trustee and the Holders of any occurrence of a rating change that requires an interest rate increase or decrease described above within five Business Days of such rating change. The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with rights of survivorship and not as tenants in common UNIF GIFT MIN ACT - Custodian for (Cust) (Minor) Under Uniform Gifts to Minors Act of (State) Additional abbreviations may also be used though not on the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto the within Note and all rights thereunder, hereby irrevocably constituting and appointing agent to transfer said Note on the books of the Company, with full power of substitution in the premises. Dated: ,
Appears in 1 contract
Samples: Supplemental Indenture (Westinghouse Air Brake Technologies Corp)
Interest Rate Adjustment. The interest rate payable on the Notes will be subject to adjustments adjustment from time to time if either Xxxxx’x Investors Service, Inc. (“Moody’s”, which term shall include any successor thereto) or Standard & Poor’s or S&P or, if applicable, Fitch or any “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company (as certified by a resolution of the Company’s board of directors) as a replacement for Moody’s or S&P, as the case may be (eachRating Services, a division of XxXxxx-Xxxx, Inc. (“Substitute S&P”, which term shall include any successor thereto and together with Moody’s, each a “Rating Agency”) ), downgrades (or downgrades and subsequently upgrades) the credit debt rating assigned applicable to the Notes, in the manner described Notes (a “rating”) as set forth below. Each of Moody’s, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.”
(a) If the rating assigned by Moody’s (or, if applicable, any Substitute Rating Agency) of the Notes from Xxxxx’x is decreased to a rating set forth in the immediately following table, the interest rate on the Notes will increase such from that it will equal the interest rate payable on the Notes of such series on the date of their initial issuance plus set forth in section 1.01(7) above by the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(b) below): that rating: Rating Percentage Ba1 0.25 0.50 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency.
(b) If the rating assigned by from S&P (or, if applicable, any Substitute Rating Agency) of a series of Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes of such series will increase such from that it will equal the interest rate payable on the Notes of such series on the date of their initial issuance plus set forth in section 1.01(7) above by the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(a) above): that rating: Rating Percentage BB+ 0.25 0.50 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency. If at any time the If, following an interest rate on the Notes of a series has been increased and adjustment, Moody’s or S&P subsequently increases or decreases its rating to any of the Interest Rate Rating Agencies subsequently upgrades its rating of the Notes of such seriesthreshold ratings set forth above, the interest rate on of the Notes of such series will be increased or decreased such that the interest rate for the Notes of such series equals the interest rate payable on set forth in section 1.01(7) above plus (1) the Notes of such series on interest rate adjustment, if any, then in effect resulting from an increase or decrease in the date of their initial issuance plus other Rating Agency’s rating and (2) the percentages percentage set forth opposite the ratings applicable rating from the tables applicable table above in effect immediately following for the upgrade in Rating Agency that increased or decreased its rating. If Moody’s (or any Substitute Rating Agency) subsequently upgrades its rating of the Notes of such series to Baa3 (or its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P (or any Substitute Rating Agency) upgrades its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes of such series will be decreased to the interest rate payable on the Notes of such series on the date of their initial issuance (and if one such upgrade occurs and the other does not, the interest rate on the Notes of such series will be decreased so that it does not reflect any increase attributable to the upgrading Interest Rate Rating Agency). In addition, the interest rates on the Notes of a series will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade in the ratings by any of the Interest Rate Rating Agencies) if the Notes of such series become rated Baa1 and BBB+ (or, in either case, the equivalent thereof, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, any Substitute Rating Agency), respectively (or one of these ratings if the Notes of such series are only rated by one rating agency). Each adjustment required by any downgrade decrease or upgrade increase in a rating set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any Substitute Rating Agency)S&P, shall be made independent of any and all other adjustments. In no event shall (1) the interest rate on the Notes of a series be reduced to below the interest rate payable on the Notes of such series on the date of their initial issuance or set forth in section 1.01(7) above, and (2) the total increase in the interest rate on the Notes of such series exceed 2.00% above the interest rate payable set forth in section 1.01(7) above. If, following an interest rate adjustment, Moody’s subsequently increases its rating to Baa3 or higher and S&P increases its rating to BBB- or higher, the interest rate on the Notes of such series on will remain at, or be decreased to, as the date of their initial issuance. No adjustments in case may be, the interest rate set forth in section 1.01(7) above and no subsequent downgrades in a rating shall result in an adjustment of the interest rate on the Notes of a series shall be made solely as a result of an Interest Rate Rating Agency ceasing provided herein. If either Moody’s or S&P ceases to provide a rating on the Notes of such series. If at rating, any time less than two Interest Rate Rating Agencies provide a rating of the Notes of such series for reasons beyond the Company’s control, the Company will use its commercially reasonable efforts to obtain a rating of the Notes of such series from a Substitute Rating Agency, if one exists, in which case, for purposes of determining any subsequent increase or decrease in the interest rate on the Notes of such series pursuant to the tables above (a) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency to provide a rating of the Notes of such series but which has since ceased to provide such rating, (b) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (c) the interest rate on the Notes of a series will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes of a series on the date of their initial issuance plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agency). For so long as only one Interest Rate Rating Agency provides a rating of the Notes of a series, any subsequent increase or decrease in the interest rate of the Notes of such series necessitated by a reduction or increase in the rating by the Interest Rate Rating Agency providing continuing to provide the rating shall be twice the applicable percentage set forth in the applicable table above. For so long as no Interest Rate , and the required ratings increase set forth in the last sentence of the preceding paragraph shall only apply to the Rating Agency provides a rating of continuing to provide the rating. No adjustments in the interest rate on the Notes shall be made solely as a result of either Moody’s or S&P (but not both) ceasing to provide a seriesrating. If both Moody’s and S&P cease to provide a rating, the interest rate on the Notes of such series will increase to, or remain at, as the case may be, 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuance. Any interest rate increase or decrease described above will take effect from the first day of the interest period commencing after the date on which a rating change occurs that requires an adjustment set forth in the interest rate. If any Interest Rate Rating Agency changes its rating of the Notes of a series more than once prior to any particular interest payment date, the last change by such agency prior to such interest payment date will control for purposes of any interest rate increase or decrease with respect to the Notes of a series described above relating to such rating agency’s action. If the interest rate payable on the Notes of a series is increased as described section 1.01(7) above, the term “interest,” as used with respect to the Notes of such series, will be deemed to include any such additional interest unless the context otherwise requires.
Appears in 1 contract
Samples: Fourth Supplemental Indenture (Willis Group Holdings LTD)
Interest Rate Adjustment. The interest rate payable will on the 2026 Notes shall be subject to adjustments adjustment from time to time if either Moody’s Xxxxx’x or S&P (or, if applicable, Fitch or any a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of under the Exchange Act selected by the Company (as certified by a resolution of Issuers under the Company’s board of directors) Indenture, as a replacement for Moody’s Xxxxx’x or S&P, or both, as the case may be (each, a “Substitute Rating Agency”)) downgrades (or downgrades and subsequently upgrades) the credit its rating assigned to the 2026 Notes, in the manner described as set forth below. Each of Moody’sXxxxx’x, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.”
” The Trustee shall not be responsible for monitoring the ratings of the 2026 Notes. The Issuers shall notify the Trustee in writing of any adjustment to the interest rate due to a ratings change pursuant to this Section 2 or Section 1(e) of the 2026 Notes Supplemental Indenture (a) as defined below). If the rating assigned by Moody’s of the 2026 Notes from one or both of Xxxxx’x or S&P (or, if applicable, any Substitute Rating Agency) of the Notes is decreased to a rating set forth in either of the immediately following tabletables, the interest rate on the 2026 Notes will shall increase such that it will from the Original Interest Rate by an amount equal to the interest rate payable on sum of the Notes of such series on the date of their initial issuance plus the percentage percentages per annum set forth opposite the rating in the table below (plus, if applicable, the percentage set forth following tables opposite the rating in the table under Section 108(b) below): those ratings: Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency.
(b) If the rating assigned by S&P (or, if applicable, any Substitute Rating Agency) of a series of Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes of such series will increase such that it will equal the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(a) above): BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % * Including the equivalent ratings of any Substitute Rating AgencyAgency therefor. If at any time For purposes of making adjustments to the interest rate on the Notes of a series has been increased and any of the Interest Rate Rating Agencies subsequently upgrades its rating of the Notes of such series2026 Notes, the interest rate on the Notes following rules of such series interpretation will be decreased such that the interest rate for the Notes of such series equals the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentages set forth opposite the ratings from the tables above in effect immediately following the upgrade in rating. If Moody’s (or any Substitute Rating Agency) subsequently upgrades its rating of the Notes of such series to Baa3 (or its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P (or any Substitute Rating Agency) upgrades its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes of such series will be decreased to the interest rate payable on the Notes of such series on the date of their initial issuance (and if one such upgrade occurs and the other does not, the interest rate on the Notes of such series will be decreased so that it does not reflect any increase attributable to the upgrading Interest Rate Rating Agency). In addition, the interest rates on the Notes of a series will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade in the ratings by any of the Interest Rate Rating Agencies) if the Notes of such series become rated Baa1 and BBB+ (or, in either case, the equivalent thereof, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, any Substitute Rating Agency), respectively (or one of these ratings if the Notes of such series are only rated by one rating agency). Each adjustment required by any downgrade or upgrade in a rating set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any Substitute Rating Agency), shall be made independent of any and all other adjustments. In no event shall apply:
(1) the interest rate on the Notes of a series be reduced to below the interest rate payable on the Notes of such series on the date of their initial issuance or (2) the total increase in the interest rate on the Notes of such series exceed 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuance. No adjustments in the interest rate of the Notes of a series shall be made solely as a result of an Interest Rate Rating Agency ceasing to provide a rating on the Notes of such series. If if at any time less than two Interest Rate Rating Agencies provide a rating of on the 2026 Notes of such series for reasons beyond not within the Company’s control, Issuers’ control (i) the Company Issuers will use its commercially reasonable efforts to obtain a rating of on the 2026 Notes of such series from a Substitute Rating Agency, if one exists, in which case, Agency for purposes of determining any increase or decrease in the interest rate on the 2026 Notes of such series pursuant to the tables above above, (aii) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency to provide a rating of on the 2026 Notes of such series but which has since ceased to provide such rating, (biii) the relative rating ratings scale used by such Substitute Rating Agency to assign ratings to senior unsecured secured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company Issuers and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will shall be deemed to be the equivalent ratings used by Moody’s Xxxxx’x or S&P, as applicable, in such table table, and (civ) the interest rate on the 2026 Notes of a series will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes of a series on the date of their initial issuance Original Interest Rate plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (biii) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agency). For ;
(2) for so long as only one Interest Rate Rating Agency provides a rating of on the Notes of a series2026 Notes, any subsequent increase or decrease in the interest rate of on the 2026 Notes of such series necessitated by a reduction or increase in the rating by the that Interest Rate Rating Agency providing the rating shall be twice the applicable percentage set forth in the applicable table above. For so long as no ;
(3) if both Interest Rate Rating Agency provides Agencies cease to provide a rating of on the 2026 Notes of for any reason, and no Substitute Rating Agency has provided a seriesrating on the 2026 Notes, the interest rate on the 2026 Notes of such series will increase to, or remain at, as the case may be, 2.00% per annum above the interest rate payable on the 2026 Notes prior to any such adjustment;
(4) if Xxxxx’x or S&P ceases to rate the 2026 Notes or make a rating of such series on the date of their initial issuance. Any interest rate 2026 Notes publicly available for reasons within the Issuers’ control, the Issuers will not be entitled to obtain a rating from a Substitute Rating Agency and the increase or decrease in the interest rate on the 2026 Notes shall be determined in the manner described above as if either only one or no Interest Rate Rating Agency provides a rating on the 2026 Notes, as the case may be;
(5) each interest rate adjustment required by any decrease or increase in a rating as set forth above, whether occasioned by the action of Xxxxx’x or S&P (or, in either case, any Substitute Rating Agency), shall be made independently of (and in addition to) any and all other interest rate adjustments occasioned by the action of the other Interest Rate Rating Agency;
(6) in no event will the interest rate on the 2026 Notes be reduced to below the Original Interest Rate; and
(7) subject to clauses (3) and (4) above, no adjustment in the interest rate on the 2026 Notes shall be made solely as a result of an Interest Rate Rating Agency ceasing to provide a rating on the 2026 Notes. If at any time the interest rate on the 2026 Notes has been adjusted upward and either of the Interest Rate Rating Agencies subsequently increases its rating of the 2026 Notes, the interest rate on the 2026 Notes will again be adjusted (and decreased, if appropriate) such that the interest rate on the 2026 Notes equals the interest rate on the 2026 Notes prior to any such adjustment plus (if applicable) an amount equal to the sum of the percentages per annum set forth opposite the ratings in the tables above with respect to the ratings assigned to the 2026 Notes (or deemed assigned) at that time, all calculated in accordance with the rules of interpretation set forth above. If Xxxxx’x or any Substitute Rating Agency subsequently increases its rating on the 2026 Notes to “Baa3” (or its equivalent if with respect to any Substitute Rating Agency) or higher and S&P or any Substitute Rating Agency subsequently increases its rating on the 2026 Notes to “BBB–” (or its equivalent if with respect to any Substitute Rating Agency) or higher, the interest rate on the 2026 Notes will be decreased to the interest rate on the 2026 Notes prior to any adjustments made pursuant to this Section 2 or Section 1(e) of the 2026 Notes Supplemental Indenture. Any increase or decrease in the interest rate described in this Section 2 or Section 1(e) of the 2026 Notes Supplemental Indenture shall take effect from the first day of the interest period commencing after immediately following the date on interest period during which a rating change occurs that requires requiring an adjustment in the interest rate. If any either Interest Rate Rating Agency changes its rating of the 2026 Notes of a series more than once prior to during any particular interest payment dateperiod, the last such change by such agency prior Interest Rate Rating Agency to such interest payment date will occur shall control in the event of a conflict for purposes of any interest rate increase or decrease in the interest rate. The interest rate shall permanently cease to be subject to any adjustment (notwithstanding any subsequent decrease in the ratings by either Interest Rate Rating Agency) if the 2026 Notes become rated “Baa1” or higher by Xxxxx’x (or its equivalent if with respect to the Notes of any Substitute Rating Agency) and “BBB+” or higher by S&P (or its equivalent if with respect to any Substitute Rating Agency), in each case with a series described above relating to such rating agency’s actionstable or positive outlook. If the interest rate payable on the 2026 Notes of a series is increased as described aboveset forth in this Section 2 and Section 1(e) of the 2026 Notes Supplemental Indenture, the term “interest,” ”, as used in the Indenture with respect to the Notes of such series2026 Notes, will shall be deemed to include any such additional interest unless the context otherwise requires.
Appears in 1 contract
Samples: 2026 Notes Supplemental Indenture (Denali Holding Inc.)
Interest Rate Adjustment. (a) The interest rate payable on this Note will be subject to adjustments adjustment from time to time if either Xxxxx’x Investors Service, Inc. (“Moody’s”) or Standard & Poor’s Ratings Services (“S&P”), or, if either Moody’s or S&P orceases to rate this Note or fails to make a rating of this Note publicly available for reasons outside of the Company’s control, if applicable, Fitch or any a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of under the Exchange Act selected by the Company (as certified by a resolution of the Company’s board of directors) as a replacement agency for Moody’s or S&P, as the case may be S&P (each, a “Substitute Rating Agencysubstitute rating agency”) ), downgrades (or downgrades and subsequently upgrades) the credit debt rating assigned applicable to the Notes, in the manner described notes (a “rating”) as set forth below. Each of Moody’s, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.”
(a) If the rating assigned by from Moody’s (or, if applicable, any Substitute Rating Agencyor a substitute rating agency therefor) of the Notes applicable to this Note is decreased to a rating set forth in the immediately following table, the interest rate on the Notes will this Note shall increase such from that it will equal the interest rate payable set forth on the Notes face of such series on the date of their initial issuance plus this Note by the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(b) below): that rating: Ba1 0.25 % 25 basis points Ba2 0.50 % 50 basis points Ba3 0.75 % 75 basis points B1 or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency.
(b) 100 basis points If the rating assigned by from S&P (or, if applicable, any Substitute Rating Agencyor a substitute rating agency therefor) of a series of Notes applicable to this Note is decreased to a rating set forth in the immediately following table, the interest rate on the Notes of such series will this Note shall increase such that it will equal from the interest rate payable set forth on the Notes face of such series on the date of their initial issuance plus this Note by the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(a) above): that rating: BB+ 0.25 % 25 basis points BB 0.50 % 50 basis points BB- 0.75 % 75 basis points B+ or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency. 100 basis points If at any time the interest rate on the Notes of Moody’s or S&P (or, in either case, a series has been increased and substitute rating agency therefor) subsequently increases its rating applicable to this Note to any of the Interest Rate Rating Agencies subsequently upgrades its rating of the Notes of such seriesthreshold ratings set forth above, the interest rate on the Notes of such series will this Note shall be decreased such that the interest rate for the Notes of such series this Note equals the interest rate payable set forth on the Notes face of such series on the date of their initial issuance this Note plus the percentages percentage set forth opposite the ratings from the tables above in effect immediately following the upgrade in rating. If Moody’s (or any Substitute Rating Agency) subsequently upgrades its rating of the Notes of such series to Baa3 (or its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P (or any Substitute Rating Agency) upgrades its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes of such series will be decreased to the interest rate payable on the Notes of such series on the date of their initial issuance (and if one such upgrade occurs and the other does not, the interest rate on the Notes of such series will be decreased so that it does not reflect any increase attributable to the upgrading Interest Rate Rating Agency). In addition, the interest rates on the Notes of a series will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade in the ratings by any of the Interest Rate Rating Agencies) if the Notes of such series become rated Baa1 and BBB+ (or, in either case, the equivalent thereof, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, any Substitute Rating Agency), respectively (or one of these ratings if the Notes of such series are only rated by one rating agency)increase. Each adjustment required by any downgrade decrease or upgrade increase in a rating set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any Substitute Rating Agencya substitute rating agency therefor), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate on the Notes of a series for this Note be reduced to below the interest rate payable on the Notes of such series on the date of their initial issuance 4.000%, or (2) the total increase in the interest rate on the Notes of such series this Note exceed 2.00% above 4.000%. If Moody’s (or a substitute rating agency therefor) increases its rating applicable to this Note to Baa2 or higher, and S&P (or a substitute rating agency therefor) increases its rating applicable to this Note to BBB+ or higher (or one of these ratings if the notes are only rated by one rating agency), the interest rate payable on this Note shall remain at, or be decreased to, as the Notes of case may be, 4.000% (and if one such series on upgrade occurs and the date of their initial issuance. No adjustments in other does not, the interest rate on this Note shall be decreased so that it does not reflect any increase attributable to the upgrading ratings agency), and no subsequent downgrades in a rating shall result in an adjustment of the Notes of a series shall be made solely interest rates on this Note as a result of an Interest Rate Rating Agency ceasing to provide a rating on the Notes of such seriesprovided herein. If at any time less than two Interest Rate Rating Agencies Moody’s or S&P (or, in either case, a substitute rating agency therefor) ceases to provide a rating of the Notes of such series this Note for reasons beyond outside of the Company’s control, the Company will shall use its commercially reasonable efforts to obtain a rating of the Notes of such series this Note from a Substitute Rating Agencysubstitute ratings agency, if to the extent one exists, in which caseand if a substitute ratings agency exists, for purposes of determining any increase or decrease in the interest rate on the Notes of such series this Note pursuant to the tables above (a1) such Substitute Rating Agency will substitute ratings agency shall be substituted for the last Interest Rate Rating Agency to provide a rating of the Notes of such series but ratings agency which has since ceased to provide such rating, (b2) the relative rating scale used by such Substitute Rating Agency substitute ratings agency to assign ratings to senior unsecured debt will shall be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agencysubstitute ratings agency, such ratings will shall be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, the ratings agency which has since ceased to provide such rating in such table and (c3) the interest rate on the Notes of a series will this Note shall increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes of a series this Note on the date of their its initial issuance plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency substitute ratings agency in the applicable table above (taking into account the provisions of clause (b2) above) (), plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agency)ratings agency. For so long as only one Interest Rate Rating Agency provides If either Moody’s or S&P (or, in either case, a substitute rating agency therefor) ceases to provide a rating of this Note and the Notes Company has not replaced such rating agency with a substitute rating agency in accordance with the previous paragraph, the interest rate on this Note shall increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on this Note on the date of its initial issuance plus twice any applicable percentage resulting from a series, any decreased rating by the other ratings agency. Any subsequent increase or decrease in the interest rate rates of the Notes of such series this Note necessitated by a reduction or increase in the rating by the Interest Rate Rating Agency providing agency continuing to provide the rating shall be twice the applicable percentage set forth in the applicable table above. For so long No adjustments in the interest rates of this Note shall be made solely as no Interest Rate Rating Agency provides a result of either Moody’s or S&P (or, in either case, a substitute rating of the Notes of agency therefor) ceasing to provide a seriesrating. If both Moody’s and S&P (or, in either case, a substitute rating agency therefor) cease to provide a rating, the interest rate rates on the Notes of such series will this Note shall increase to, or remain at, as the case may be, 2.00% above the interest rate payable set forth on the Notes face of such series on the date of their initial issuancethis Note. Any interest rate increase or decrease decrease, as described above above, will take effect from the first day of the interest period commencing after the date on which a rating change occurs that requires an adjustment in the interest raterates. If any Interest Rate Rating Agency Moody’s or S&P (or, in either case, a substitute rating agency therefor) changes its rating of the Notes of a series this Note more than once prior to during any particular interest payment dateperiod, the last change by such agency prior to such interest payment date will control for purposes of any interest rate increase or decrease with respect to the Notes of a series this Note described above relating to such rating agency’s action. If the interest rate payable on the Notes For purposes of a series is increased as described abovethis Section 2, the term “interest,interest period” as used with respect shall mean the period from and including an Interest Payment Date (or if prior to the Notes first Interest Payment Date, from and including the date of original issuance of this Note) to but excluding the next succeeding Interest Payment Date.
(b) The Company shall give the Trustee prompt written notice of any increase or decrease, pursuant to this Section 2, in the interest rate on this Note, which notice shall set forth the amount of such seriesincrease or decrease, will be deemed the basis therefor and the date from which such increase or decrease shall take effect. The Trustee shall have no duty to include independently determine whether any such additional interest unless increase or decrease has occurred, the context otherwise requiresamount of such increase or decrease or the date from which such increase or decrease shall take effect and shall be entitled to conclusively rely as to such matters on the foregoing written notice from the Company.
Appears in 1 contract
Interest Rate Adjustment. (a) The annual rate of interest rate payable on the Notes will be subject to adjustments adjustment from time to time if either Moody’s Xxxxx’x or S&P (or, if applicable, Fitch or any “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company (as certified by a resolution of the Company’s board of directors) as a replacement for Moody’s or S&P, as the case may be (each, a “Substitute Rating Agency”) downgrades (or downgrades and subsequently upgrades) the its credit rating assigned to the Notes, in the manner described belowin this Section 1.9. Each of Moody’sXxxxx’x, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.”
(ab) If the rating assigned by Moody’s of the Notes from Xxxxx’x (or, if applicable, any Substitute Rating Agency) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes will increase such that it will equal from the interest rate payable on the Notes of such series on the date of their initial issuance plus by an amount equal to the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(b) below): that rating: Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency.
(bc) If the rating assigned by of the Notes from S&P (or, if applicable, any Substitute Rating Agency) of a series of Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes of such series will increase such that it will equal from the interest rate payable on the Notes of such series on the date of their initial issuance plus by an amount equal to the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(a) above): that rating: BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency. If at any time the interest rate on the Notes of a series has been increased and any of the Interest Rate Rating Agencies subsequently upgrades its rating of the Notes of such series, the interest rate on the Notes of such series will be decreased such that the interest rate for the Notes of such series equals the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentages set forth opposite the ratings from the tables above in effect immediately following the upgrade in rating. If Moody’s .
(or any Substitute Rating Agencyd) subsequently upgrades its rating of the Notes of such series to Baa3 (or its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P (or any Substitute Rating Agency) upgrades its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes of such series will be decreased to the interest rate payable on the Notes of such series on the date of their initial issuance (and if one such upgrade occurs and the other does not, the interest rate on the Notes of such series will be decreased so that it does not reflect any increase attributable to the upgrading Interest Rate Rating Agency). In addition, the interest rates on the Notes of a series will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade in the ratings by any of the Interest Rate Rating Agencies) if the Notes of such series become rated Baa1 and BBB+ (or, in either case, the equivalent thereof, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, any Substitute Rating Agency), respectively (or one of these ratings if the Notes of such series are only rated by one rating agency). Each adjustment required by any downgrade decrease or upgrade increase in a rating set forth above, whether occasioned by the action of Moody’s Xxxxx’x or S&P (or, in either case, any Substitute Rating Agency), shall be made independent of any and all other adjustments. In no event shall .
(1e) the interest rate on the Notes of a series be reduced to below the interest rate payable on the Notes of such series on the date of their initial issuance or (2) the total increase No adjustment in the interest rate on the Notes of such series exceed 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuance. No adjustments in the interest rate of the Notes of a series shall be made solely as a result of an Interest Rate Rating Agency ceasing to provide a rating on the Notes of such seriesNotes. If at any time less than two Interest Rate Rating Agencies provide a rating of on the Notes of such series for reasons beyond the control of the Company’s control, the Company will use its commercially reasonable efforts to obtain a rating of on the Notes of such series from a Substitute Rating Agency, if one exists, in which case, Agency for purposes of determining any increase or decrease in the per annum interest rate on the Notes of such series pursuant to the tables above above, (a1) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency to provide a rating of on the Notes of such series but which has since ceased to provide such rating, (b2) the relative rating ratings scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will shall be deemed to be the equivalent ratings used by Moody’s Xxxxx’x or S&P, as applicable, in such table table, and (c3) the per annum interest rate on the Notes of a series will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes of a series on the date of their initial issuance plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b2) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agency). .
(f) For so long as (a) only one Interest Rate Rating Agency provides a rating of on the Notes of a seriesNotes, any subsequent increase or decrease in the interest rate of on the Notes of such series necessitated by a reduction or increase in the rating by the that Interest Rate Rating Agency providing the rating shall be twice the applicable percentage set forth in the applicable table above. For so long as above and (b) no Interest Rate Rating Agency provides a rating of on the Notes of a seriesNotes, the interest rate on the Notes of such series will increase to, or remain at, as the case may be, 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuance. In no event shall (x) the interest rate for a Series of Notes be reduced to below the interest rate payable on the Notes on the date of their initial issuance or (y) the total increase in the interest rate on the Notes exceed 2.00% above the interest rate payable on the Notes on the date of their initial issuance. If Xxxxx’x or S&P ceases to rate the Notes or make a rating of such Notes publicly available for reasons within the control of the Company, the Company will not be entitled to obtain a rating from a Substitute Rating Agency and the increase or decrease in the per annum interest rate on the Notes shall be determined in the manner described above as if either only one or no Interest Rate Rating Agency provides a rating on such Notes, as the case may be.
(g) If at any time the interest rate on the Notes has been adjusted upward and any of the Interest Rate Rating Agencies subsequently increases its rating of the Notes, the interest rate on the Notes will be decreased such that the interest rate on the Notes equals the interest rate payable on the Notes on the date of their initial issuance plus the applicable percentages set forth opposite the ratings in effect immediately following the increase in the tables above; provided that if Xxxxx’x or any Substitute Rating Agency subsequently increases its rating on the Notes to “Baa3” (or its equivalent if with respect to any Substitute Rating Agency) or higher and S&P or any Substitute Rating Agency subsequently increases its rating on the Notes to “BBB-” (or its equivalent if with respect to any Substitute Rating Agency) or higher, the per annum interest rate on the Notes will be decreased to the interest rate payable on the Notes on the date of their initial issuance.
(h) Any interest rate increase or decrease described above will take effect from the first day of the first interest payment period commencing after following the date on interest payment period during which a rating change occurs that requires an adjustment in the interest rate. As such, interest will not accrue at such increased or decreased rate until the next Interest Payment Date following the date on which a rating change occurs. If any Interest Rate Rating Agency changes its rating of the Notes of a series more than once prior to during any particular interest payment dateperiod, the last such change by such agency prior to such interest payment date occur will control in the event of a conflict for purposes of any interest rate increase or decrease with respect to the Notes of a series as described above relating to such rating agency’s actionin this Section 1.9. If the interest rate payable on the Notes of a series is increased as described abovein this Section 1.9, the term “interest,” as used with respect to the Notes of such series, will be deemed to include any such additional interest unless the context otherwise requires.
(i) The interest rate on the Notes will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the rating by any Interest Rate Rating Agency) if the Notes become rated “Baa1” (or its equivalent) or higher by Xxxxx’x (or any Substitute Rating Agency) and “BBB+” (or its equivalent) or higher by S&P (or any Substitute Rating Agency), or one of those ratings if rated by only one Interest Rate Rating Agency, with a stable or positive outlook.
(j) The Company is solely responsible for calculating any adjustment of the interest rate. The Company shall deliver written notice to the Trustee and the Holders of any change to the interest rate. In the case of Global Securities, any change to the interest rate shall be made in accordance with the applicable provisions of The Depository Trust Company. Neither the Trustee nor the Paying Agent shall have any duty to determine whether the interest rate should be adjusted or the amount of any such adjustment.
Appears in 1 contract
Interest Rate Adjustment. The interest rate payable on this Security will be subject to adjustments from time to time if either Moody’s or S&P or, if applicableeither Moody’s or S&P ceases to rate this Security or fails to make a rating of this Security publicly available for reasons outside of the Company’s control, Fitch or any “a ‘‘nationally recognized statistical rating organization” ’’ within the meaning of Section 3(a)(62Rule 15c3-1(c)(2)(vi)(F) of under the Exchange Act selected by the Company (as certified by a resolution of the Company’s board of directors) as a replacement agency for Moody’s or S&P, as the case may be S&P (each, a “‘‘Substitute Rating Agency”) ’’), downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the Notesthis Security, in the manner described below. Each of Moody’s, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.”
(a) If the rating assigned by from Moody’s (oror a Substitute Rating Agency, if applicable, any Substitute Rating Agency) of the Notes this Security is decreased to a rating set forth in the immediately following table, the interest rate on the Notes this Security will increase such that it will equal the interest rate payable on the Notes of such series this Security on the date of their its initial issuance plus the percentage set forth opposite the rating in ratings from the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(b) below): : Xxxxx’x Rating* Percentage Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency.
(b) . If the rating assigned by from S&P (oror a Substitute Rating Agency, if applicable, any Substitute Rating Agency) of a series of Notes this Security is decreased to a rating set forth in the immediately following table, the interest rate on the Notes of such series this Security will increase such that it will equal the interest rate payable on the Notes of such series this Security on the date of their its initial issuance plus the percentage set forth opposite the rating in ratings from the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(a) above): below: S&P Rating* Percentage BB+ 0.25 % BB 0.50 % BB- BB– 0.75 % B+ or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency. If at any time the interest rate on the Notes of a series this Security has been increased adjusted upward and either Moody’s or S&P (or, in either case, a Substitute Rating Agency, if applicable), as the case may be, subsequently increases its rating of this Security to any of the Interest Rate Rating Agencies subsequently upgrades its rating of the Notes of such seriesthreshold ratings set forth above, the interest rate on the Notes of such series this Security will be decreased such that the interest rate for the Notes of such series this Security equals the interest rate payable on the Notes of such series this Security on the date of their its initial issuance plus the percentages set forth opposite the ratings from the tables above in effect immediately following the upgrade increase in rating. If Moody’s (or any a Substitute Rating Agency, if applicable) subsequently upgrades increases its rating of the Notes of such series this Security to Baa3 (or its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P (or any a Substitute Rating Agency, if applicable) upgrades increases its rating to BBB- BBB– (or its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes of such series this Security will be decreased to the interest rate payable on the Notes of such series this Security on the date of their its initial issuance (and if one such upgrade occurs and the other does not, the interest rate on the Notes of such series will be decreased so that it does not reflect any increase attributable to the upgrading Interest Rate Rating Agency)issuance. In addition, the interest rates on the Notes of a series this Security will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade decrease in the ratings by any of the Interest Rate Rating Agencieseither or both rating agencies) if the Notes of such series become this Security becomes rated Baa1 and BBB+ (or, in either case, or the equivalent thereofof either such rating, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, any a Substitute Rating Agency, if applicable), respectively (or one of these ratings if the Notes of such series are this Security is only rated by one rating agency). Each adjustment required by any downgrade decrease or upgrade increase in a rating set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any a Substitute Rating Agency, if applicable), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate on the Notes of a series for this Security be reduced to below the interest rate payable on the Notes of such series this Security on the date of their its initial issuance or (2) the total increase in the interest rate on the Notes of such series this Security exceed 2.00% above the interest rate payable on the Notes of such series this Security on the date of their its initial issuance. No adjustments in the interest rate of the Notes of a series this Security shall be made solely as a result of an Interest Rate Rating Agency a rating agency ceasing to provide a rating on the Notes of such seriesthis Security. If at any time less than two Interest Rate Rating Agencies Moody’s or S&P ceases to provide a rating of the Notes of such series this Security for reasons a reason beyond the Company’s control, the Company will use its commercially reasonable efforts to obtain a rating of the Notes of such series this Security from a Substitute Rating Agency, if to the extent one exists, in which caseand if a Substitute Rating Agency exists, for purposes of determining any increase or decrease in the interest rate on the Notes of such series this Security pursuant to the tables above (a) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency rating agency to provide a rating of the Notes of such series this Security but which has since ceased to provide such rating, (b) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (c) the interest rate on the Notes of a series this Security will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes of a series this Security on the date of their its initial issuance plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agencyrating agency). For so long as only one Interest Rate Rating Agency rating agency provides a rating of the Notes of a seriesthis Security, any subsequent increase or decrease in the interest rate of the Notes of such series this Security necessitated by a reduction or increase in the rating by the Interest Rate Rating Agency agency providing the rating shall be twice the applicable percentage set forth in the applicable table above. For so long as no Interest Rate none of Moody’s, S&P or a Substitute Rating Agency provides a rating of the Notes of a seriesthis Security, the interest rate on the Notes of such series this Security will increase to, or remain at, as the case may be, 2.00% above the interest rate payable on the Notes of such series this Security on the date of their its initial issuance. If Moody’s or S&P either ceases to rate this Security for reasons within the Company’s control or ceases to make a rating of this Security publicly available for reasons within the Company’s control, the Company will not be entitled to obtain a rating from a Substitute Rating Agency and the increase or decrease in the interest rate of this Security shall be determined in the manner described above as if either only one or no rating agency provides a rating of this Security, as the case may be. Any interest rate increase or decrease described above will take effect from the first day of the interest period commencing after the date on which a rating change occurs that requires an adjustment in the interest rate. If any Interest Rate Moody’s or S&P (or, in either case, a Substitute Rating Agency Agency, if applicable) changes its rating of the Notes of a series this Security more than once prior to during any particular interest payment dateperiod, the last change by such agency prior to such interest payment date will control for purposes of any interest rate increase or decrease with respect to the Notes of a series this Security described above relating to such rating agency’s action. If the interest rate payable on the Notes of a series this Security is increased as described above, above the term “‘‘interest,” ’’ as used with respect to the Notes of such seriesthis Security, will be deemed to include any such additional interest unless the context otherwise requires.
Appears in 1 contract
Interest Rate Adjustment. The interest rate payable will be subject to adjustments from time to time if either Moody’s or S&P or, if applicable, Fitch or any “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company (as certified by a resolution of the Company’s board of directors) as a replacement for Moody’s or S&P, as the case may be (each, a “Substitute Rating Agency”) downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the Notes, in the manner described below. Each of Moody’s, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.”
(a) If the rating assigned by on the notes from Mxxxx’x Investors Service, Inc. (“Moody’s”), Standard & Poor’s Ratings Services, a division of MxXxxx-Xxxx, Inc. (or“S&P”), if applicable, any Substitute Rating Agencyor Fitch Ratings (“Fitch”) of the Notes is decreased to a rating set forth in the immediately following table, the per annum interest rate on the Notes notes will increase such from that it will equal the interest rate payable set forth on the Notes cover page of such series on the date of their initial issuance plus this prospectus supplement by the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(b) below): Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % that rating: Rating Rating Agency Levels Mxxxx’x S&P Fitch Percentage 4 B1 or below 1.00 B or below B or below 1.00% * Including If any of Moody’s, S&P or Fitch subsequently increases its rating with respect to the equivalent notes to any of the threshold ratings of any Substitute Rating Agency.
(b) If the rating assigned by S&P (or, if applicable, any Substitute Rating Agency) of a series of Notes is decreased to a rating set forth in the immediately following tableabove, the per annum interest rate on the Notes of such series will increase such that it will equal the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(a) above): BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency. If at any time the interest rate on the Notes of a series has been increased and any of the Interest Rate Rating Agencies subsequently upgrades its rating of the Notes of such series, the interest rate on the Notes of such series notes will be decreased such that the per annum interest rate for the Notes of such series equals the interest rate payable set forth on the Notes cover page of such series on the date of their initial issuance this prospectus supplement plus the percentages set forth opposite applicable to the lowest two ratings from the tables above levels of Mxxxx’x, S&P and Fitch in effect immediately following the upgrade in ratingincrease. If In determining the increase or decrease, if any, the percentage applicable to the lowest two ratings levels of Moody’s (or any Substitute Rating Agency) subsequently upgrades its rating of the Notes of such series to Baa3 (or its equivalent, in the case of a Substitute Rating Agency) or higher, S&P and S&P (or any Substitute Rating Agency) upgrades its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes of such series will Fitch shall be decreased to the interest rate payable on the Notes of such series on the date of their initial issuance (and if one such upgrade occurs and the other does not, the interest rate on the Notes of such series will be decreased so that it does not reflect any increase attributable to the upgrading Interest Rate Rating Agency). In addition, the interest rates on the Notes of a series will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade in the ratings by any of the Interest Rate Rating Agencies) if the Notes of such series become rated Baa1 and BBB+ (or, in either case, the equivalent thereof, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, any Substitute Rating Agency), respectively (or one of these ratings if the Notes of such series are only rated by one rating agency)used. Each adjustment required by any downgrade decrease or upgrade increase in a rating set forth above, whether occasioned by the action of Moody’s ’s, S&P or S&P (or, in either case, any Substitute Rating Agency)Fitch, shall be made independent of any and all other adjustments. In no event shall (1) the per annum interest rate on the Notes of a series of notes be reduced to below the interest rate payable set forth on the Notes cover page of such series on the date of their initial issuance or this prospectus supplement, and (2) the total increase in the per annum interest rate on the Notes a series of such series notes exceed 2.00% above the interest rate payable set forth on the Notes cover page of such series on the date of their initial issuance. No adjustments in the interest rate of the Notes of a series shall be made solely as a result of an Interest Rate Rating Agency ceasing to provide a rating on the Notes of such seriesthis prospectus supplement. If at any time less than of two Interest Rate Rating Agencies provide a rating of the Notes of such series for reasons beyond the Company’s controlMoody’s, the Company will use its commercially reasonable efforts to obtain a rating of the Notes of such series from a Substitute Rating Agency, if one exists, in which case, for purposes of determining any increase S&P or decrease in the interest rate on the Notes of such series pursuant to the tables above (a) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency Fitch ceases to provide a rating of the Notes of such series but which has since ceased to provide such rating, (b) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (c) the interest rate on the Notes of a series will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes of a series on the date of their initial issuance plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agency). For so long as only one Interest Rate Rating Agency provides a rating of the Notes of a seriesnotes, any subsequent increase or decrease in the interest rate of the Notes of such series notes necessitated by a reduction or increase in the rating by the Interest Rate Rating Agency providing agency continuing to provide the rating shall be twice the applicable percentage set forth in the applicable table above. For so long No adjustments in the interest rate of the notes shall be made solely as no Interest Rate Rating Agency provides a result of Moody’s, S&P or Fitch ceasing to provide a rating. If all of Mxxxx’x, S&P and Fitch cease to provide a rating of the Notes of a seriesnotes, the interest rate on the Notes of such series notes will increase to, or remain at, as the case may be, 2.00% above the interest rate payable on the Notes of such series notes on the date of their initial issuance. Any interest rate increase or decrease described above will take effect from the first day of the interest period commencing after the date on during which a rating change occurs that requires an adjustment in the interest rate. If The interest rates on a series of notes will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the ratings by either or both rating agencies) if the series of notes becomes rated A3, A- or A- or higher by any two of Mxxxx’x, S&P and Fitch, respectively (or one of these ratings if only rated by one rating agency), with a stable or positive outlook by both such rating agencies. Interest Rate Rating Agency changes its Payment Dates: March 15 and September 15, commencing March 15, 2008 Price to Public: 99.671% Benchmark Treasury: UST 4.75% due August 15, 2017 Benchmark Treasury Yield: 4.345% Spread to Benchmark Treasury: + 200 bps Yield: 6.345% Make-Whole Call: T + 30 bps Expected Settlement Date: September 17, 2007 CUSIP: 418056 AP 2 Anticipated Ratings: Baa2 (Stable) by Mxxxx’x Investors Service, Inc. BBB (Stable) by Standard & Poor’s Ratings Services BBB (Stable) by Fitch Ratings Joint Book-Running Managers: Banc of America Securities LLC Citigroup Global Markets Inc. Co-Managers: Greenwich Capital Markets Inc. Mxxxxx Sxxxxxx & Co. Incorporated BNP PARIBAS Securities Corp. Commerzbank Capital Markets Corp. Barclays Capital Inc. Mellon Securities LLC Scotia Capital (USA) Inc. Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. September 17, 2000 Xxxx xx Xxxxxxx Securities LLC Citigroup Global Markets Inc. As representatives of the several underwriters named in Schedule I to the Underwriting Agreement c/o Banc of America Securities LLC 9 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: We have acted as counsel for Hasbro, Inc., a Rhode Island corporation (the “Company”), in connection with the purchase today by the Underwriters pursuant to the underwriting agreement dated September 12, 2007 (the “Underwriting Agreement”) among the Company and you, as representatives of the several underwriters named in Schedule I of the Underwriting Agreement (the “Underwriters”), of $350,000,000 aggregate principal amount of the Company’s 6.30% Notes due 2017 (the “Securities”), issued pursuant to the indenture dated as of March 15, 2000, as supplemented by a supplemental indenture dated as of September 17, 2007 (the “Indenture”) between the Company and The Bank of Nova Scotia Trust Company of New York, as trustee (the “Trustee”). This opinion is being furnished to you pursuant to Section 6(b) of the Underwriting Agreement. Capitalized terms defined in the Underwriting Agreement and not otherwise defined herein are used herein with the meanings so defined. We have examined signed copies of the registration statement of the Company on Form S-3 (No. 333-145947) filed with the Securities and Exchange Commission (the “Commission”) on September 11, 2007, all documents incorporated therein by reference and all exhibits to said registration statement; the Prospectus dated September 11, 2007, the Preliminary Prospectus Supplement dated September 11, 2007 and the Prospectus Supplement dated September 12, 2007 filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Act”); an executed copy of the Underwriting Agreement; an executed copy of the Indenture; and the Statement of Eligibility of the Trustee on Form T-1 filed as an exhibit to the Registration Statement. The Underwriting Agreement, the Securities and the Indenture are collectively referred to herein as the “Company Agreements.” We have also examined and relied upon the original or copies of (i) the Restated Articles of Incorporation of the Company, as amended, as certified as of a series more recent date by the Secretary of the State of Rhode Island (the “Articles of Incorporation”), (ii) a certificate dated as of a recent date of the Secretary of State of the State of Rhode Island as to the good standing of the Company under the laws of the State of Rhode Island, (iii) the Amended and Restated Bylaws of the Company, (iv) such records of corporate proceedings as we deemed material, and (v) the documents delivered on the date hereof in connection with the closing of the sale of Securities to you. We have assumed the genuineness of the signatures on all documents submitted to us as originals and the conformity to the corresponding originals of all documents submitted to us as copies. We express no opinion as to the laws of any jurisdiction other than once prior to any particular interest payment datethe Rhode Island Business Corporation Act, the last change by such agency prior to such interest payment date will control federal laws of the United States of America and, for purposes of any interest rate increase or decrease our opinion in paragraphs 4 and 5 below, the laws of the State of New York. Insofar as this opinion relates to factual matters, information with respect to which is in the Notes possession of a series described above relating the Company, we have made inquiries to such rating agency’s action. If the interest rate payable on the Notes of a series is increased as described above, the term “interest,” as used extent we believe reasonable with respect to such matters and have relied upon representations made by the Notes Company in the Underwriting Agreement and representations made to us by one or more officers of such seriesthe Company. For purposes of our opinion expressed in paragraph 1, will be deemed we have relied exclusively on a certificate of public officials in the State of Rhode Island. Based upon and subject to include any such additional interest unless the context otherwise requires.foregoing, we are of the opinion that:
Appears in 1 contract
Samples: Underwriting Agreement (Hasbro Inc)
Interest Rate Adjustment. The interest rate payable will on the Notes shall be subject to adjustments adjustment from time to time if either Moody’s Mxxxx’x or S&P (or, if applicable, Fitch or any “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company (as certified by a resolution of the Company’s board of directors) as a replacement for Moody’s or S&P, as the case may be (eachin either case, a “Substitute Rating Agency”) downgrades (or downgrades and subsequently upgrades) the credit its rating assigned to the Notes, in the manner described as set forth below. Each of Moody’s, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.”
(a) If the rating assigned by Moody’s of the Notes from one or both of Mxxxx’x or S&P (or, if applicable, any Substitute Rating Agency) of the Notes is decreased to a rating set forth in either of the immediately following tabletables, the interest rate on the Notes will shall increase such that it will equal from the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentage set forth opposite in paragraph 1 of this Note by an amount equal to the rating sum of the applicable percentages per annum set forth in the table below (plus, if applicable, the percentage set forth following tables opposite the rating in the table under Section 108(b) below): those ratings: Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency.
(b) If the rating assigned by S&P (or, if applicable, any Substitute Rating Agency) of a series of Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes of such series will increase such that it will equal the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(a) above): BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency. If at any time Agency For purposes of making adjustments pursuant to this paragraph 5 to the interest rate on the Notes of a series has been increased and any of the Interest Rate Rating Agencies subsequently upgrades its rating of the Notes of such seriesNotes, the interest rate on the Notes following rules of such series will be decreased such that the interest rate for the Notes of such series equals the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentages set forth opposite the ratings from the tables above in effect immediately following the upgrade in rating. If Moody’s (or any Substitute Rating Agency) subsequently upgrades its rating of the Notes of such series to Baa3 (or its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P (or any Substitute Rating Agency) upgrades its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes of such series will be decreased to the interest rate payable on the Notes of such series on the date of their initial issuance (and if one such upgrade occurs and the other does not, the interest rate on the Notes of such series will be decreased so that it does not reflect any increase attributable to the upgrading Interest Rate Rating Agency). In addition, the interest rates on the Notes of a series will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade in the ratings by any of the Interest Rate Rating Agencies) if the Notes of such series become rated Baa1 and BBB+ (or, in either case, the equivalent thereof, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, any Substitute Rating Agency), respectively (or one of these ratings if the Notes of such series are only rated by one rating agency). Each adjustment required by any downgrade or upgrade in a rating set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any Substitute Rating Agency), interpretation shall be made independent of any and all other adjustments. In no event shall apply:
(1) the interest rate on the Notes if at any time less than two Rating Agencies (excluding, for paragraph 5 of a series be reduced this Note, specific references therein to below the interest rate payable on the Notes of such series on the date of their initial issuance or (2Fitch) the total increase in the interest rate on the Notes of such series exceed 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuance. No adjustments in the interest rate of the Notes of a series shall be made solely as a result of an Interest Rate Rating Agency ceasing to provide a rating on the Notes of such series. If at any time less than two Interest Rate Rating Agencies provide a rating of the Notes of such series for reasons beyond not within the Company’s control, control (i) the Company will shall use its commercially reasonable efforts to obtain a rating of on the Notes of such series from a Substitute Rating Agency, if one exists, in which case, Agency for purposes of determining any increase or decrease in the interest rate on the Notes of such series pursuant to the tables above above, (aii) such Substitute Rating Agency will shall be substituted for the last Interest Rate Rating Agency to provide a rating of on the Notes of such series but which has since ceased to provide such rating, (biii) the relative rating ratings scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will shall be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will shall be deemed to be the equivalent ratings used by Moody’s Mxxxx’x or S&P, as applicable, in such table table, and (civ) the interest rate on the Notes of a series will shall increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on with respect to the Notes set forth in paragraph 1 of a series on the date of their initial issuance this Note plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (biii) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agency). For Agency);
(2) for so long as only one Interest Rate Rating Agency (or Substitute Rating Agency, if applicable) provides a rating of on the Notes of a seriesNotes, any subsequent increase or decrease in the interest rate of on the Notes of such series necessitated by a reduction or increase in the rating by the Interest Rate that Rating Agency providing the rating shall be twice the applicable percentage set forth in the applicable table above. For so long as no Interest Rate above;
(3) if both Rating Agency provides Agencies cease to provide a rating of the Notes of for any reason, and no Substitute Rating Agency has provided a seriesrating on the Notes, the interest rate on the Notes of such series will shall increase to, or remain at, as the case may be, 2.00% per annum above the interest rate on the Notes prior to any such adjustment;
(4) if Mxxxx’x or S&P ceases to rate the Notes or make a rating of the Notes publicly available for reasons within the Company’s control, the Company shall not be entitled to obtain a rating from a Substitute Rating Agency and the increase or decrease in the interest rate on the Notes shall be determined in the manner described above as if either only one or no Rating Agency provides a rating on the Notes, as the case may be;
(5) each interest rate adjustment required by any decrease or increase in a rating as set forth above, whether occasioned by the action of Mxxxx’x or S&P (or, in either case, any Substitute Rating Agency), shall be made independently of (and in addition to) any and all other interest rate adjustments occasioned by the action of the other Rating Agency;
(6) in no event shall (i) the interest rate on the Notes be reduced to below the interest rate on the Notes at the time of initial issuance or (ii) the total increase in the interest rate on the Notes pursuant to this paragraph 5 exceed 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuanceissuance; and
(7) subject to clauses (3) and (4) above, no adjustment in the interest rate on the Notes shall be made solely as a result of a Rating Agency ceasing to provide a rating of the Notes. If at any time the interest rate on the Notes has been adjusted upward and either of the Rating Agencies or a Substitute Rating Agency, as applicable, subsequently increases its rating of the Notes, the interest rate on the Notes shall again be adjusted (and decreased, if appropriate) such that the interest rate on the Notes equals the original interest rate payable on the Notes prior to any adjustment plus (if applicable) an amount equal to the sum of the percentages per annum set forth opposite the ratings in the tables above with respect to the ratings assigned to the Notes at that time, all calculated in accordance with the rules of interpretation set forth above. If Mxxxx’x or any Substitute Rating Agency subsequently increases its rating on the Notes to “Baa3” (or its equivalent if with respect to any Substitute Rating Agency) or higher and S&P or any Substitute Rating Agency subsequently increases its rating on the Notes to “BBB-” (or its equivalent if with respect to any Substitute Rating Agency) or higher, the interest rate on the Notes shall be decreased to the interest rate on the Notes set forth in paragraph 1 of this Note. Any interest rate increase or decrease described above will shall take effect from the first day of the interest period commencing after following the date on period in which a rating change occurs that requires requiring an adjustment in the interest rate. If any Interest Rate either Rating Agency changes its rating of the Notes of a series more than once prior to during any particular interest payment dateperiod, the last such change by such agency prior Rating Agency to such interest payment date will occur shall control in the event of a conflict for purposes of any interest rate increase or decrease in the interest rate with respect to the Notes. The interest rate on the Notes of a series shall permanently cease to be subject to any adjustment described above relating (notwithstanding any subsequent decrease in the ratings by either Rating Agency) if the Notes become rated “Baa1” or higher by Mxxxx’x (or its equivalent if with respect to such rating agency’s actionany Substitute Rating Agency) and “BBB+” or higher by S&P (or its equivalent if with respect to any Substitute Rating Agency), in each case with a stable or positive outlook. If the interest rate payable on the Notes of a series is increased as described above, the term “interest,” as used with respect to the Notes of such seriesNotes, will shall be deemed to include any such additional interest unless the context otherwise requires. For the avoidance of doubt, any additional interest that may accrue pursuant to the Registration Rights Agreement shall be determined separate from the adjustments and rules of interpretation described in this paragraph 5.
Appears in 1 contract
Samples: Indenture (Expedia Group, Inc.)
Interest Rate Adjustment. The interest rate payable Note Interest Rate will be subject to adjustments from time to time if either Moody’s Xxxxx’x Investors Service, Inc. (“Xxxxx’x”) or S&P or, if applicable, Fitch or any “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company (as certified by a resolution of the Company’s board of directors) as a replacement for Moody’s or S&P, as the case may be (eachGlobal Ratings, a division of S&P Global Inc. (“Substitute Rating AgencyS&P”) downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the Notes, in the manner described below. Each of Moody’s, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.”
(a) If the rating assigned by Moody’s (or, if applicable, any Substitute Rating Agency (as defined below)) downgrades (or subsequently upgrades) the debt rating assigned to the Notes, as set forth below. If the rating from Xxxxx’x or S&P (or, in either case if applicable, any Substitute Rating Agency) of with respect to the Notes (each, an “Applicable Rating Agency,” and collectively, the “Applicable Rating Agencies”) is decreased to a rating set forth in the immediately following tabletable with respect to that Applicable Rating Agency, the interest rate on the Notes Note Interest Rate will increase such that it will equal the interest rate payable on the Notes of such series on the date of their initial issuance plus from 1.350% by the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(b) below): that rating: 1 Ba1 0.25 BB+ 0.25% 2 Ba2 0.50 BB 0.50% 3 Ba3 0.75 BB- 0.75% 4 B1 or below 1.00 B+ or 1.00% * Including the equivalent ratings of any Substitute Rating Agency.
(b) Agency If at any time the rating assigned by S&P (or, if applicable, any Substitute Rating Agency) Note Interest Rate has been adjusted upward as a result of a series of Notes is decreased to decrease in a rating by an Applicable Rating Agency and that Applicable Rating Agency subsequently increases its rating with respect to the Notes to any of the threshold ratings set forth in above, the immediately following table, Note Interest Rate will be decreased such that the interest rate on the Notes of such series will increase such that it will equal the interest rate payable on the Notes of such series on the date of their initial issuance per annum equals 1.350% plus the percentage set forth opposite the rating in effect immediately following the table below (plus, if applicable, the percentage set forth opposite the rating increase in the table under Section 108(a) above): BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ ; provided that if Xxxxx’x or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency. If at any time the interest rate on the Notes of a series has been increased and any of the Interest Rate Rating Agencies Agency subsequently upgrades increases its rating of the Notes of such series, the interest rate on the Notes of such series will be decreased such that the interest rate for the Notes of such series equals the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentages set forth opposite the ratings from the tables above in effect immediately following the upgrade in rating. If Moody’s to “Baa3” (or its equivalent if with respect to any Substitute Rating Agency) or higher and S&P or any Substitute Rating Agency subsequently upgrades increases its rating of the Notes of such series to Baa3 “BBB-” (or its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P (or equivalent if with respect to any Substitute Rating Agency) upgrades its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes of such series Note Interest Rate will be decreased to 1.350%. No adjustment in the interest rate payable on the Notes of such series on the date of their initial issuance (and if one such upgrade occurs and the other does not, the interest rate on the Notes of such series will be decreased so that it does not reflect any increase attributable to the upgrading Note Interest Rate Rating Agency). In addition, the interest rates on the Notes of a series will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade in the ratings by any of the Interest Rate Rating Agencies) if the Notes of such series become rated Baa1 and BBB+ (or, in either case, the equivalent thereof, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, any Substitute Rating Agency), respectively (or one of these ratings if the Notes of such series are only rated by one rating agency). Each adjustment required by any downgrade or upgrade in a rating set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any Substitute Rating Agency), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate on the Notes of a series be reduced to below the interest rate payable on the Notes of such series on the date of their initial issuance or (2) the total increase in the interest rate on the Notes of such series exceed 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuance. No adjustments in the interest rate of the Notes of a series shall be made solely as a result of an Interest Rate Applicable Rating Agency ceasing to provide a rating on the Notes of such seriesrating. If at any time less than two Interest Rate Applicable Rating Agencies provide a rating of the Notes of such series for reasons beyond the Company’s controlNotes, the Company will use its commercially reasonable efforts to obtain a rating of the Notes from another nationally recognized statistical rating organization, to the extent one exists, and if another nationally recognized statistical rating organization rates the Notes (such organization, as certified by a resolution of such series from the Company’s Board of Directors, a “Substitute Rating Agency, if one exists, in which case”), for purposes of determining any increase or decrease in the interest rate on the Notes of such series Note Interest Rate pursuant to the tables table above (a) such Substitute Rating Agency will be substituted for the last Interest Rate Applicable Rating Agency to provide a rating of the Notes of such series but which has since ceased to provide such rating, (b) the relative rating ratings scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will shall be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, Xxxxx’x and S&P in such table and (c) the interest rate on the Notes of a series Note Interest Rate will increase or decrease, as the case may be, such that the interest rate per annum equals the interest rate payable on the Notes of a series on the date of their initial issuance 1.350% plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agency). For so long as (i) only one Interest Rate Applicable Rating Agency provides a rating of the Notes of a seriesNotes, any subsequent increase or decrease in the interest rate of the Notes of such series Note Interest Rate necessitated by a reduction or increase in the rating by the Interest Rate that Applicable Rating Agency providing the rating shall be twice the applicable percentage set forth in the applicable table above. For so long as above and (ii) no Interest Rate Applicable Rating Agency provides a rating of the Notes of a seriesNotes, the interest rate on the Notes of such series Note Interest Rate will increase to, or remain at, as the case may be, 2.003.350%. Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of Xxxxx’x, S&P or any Substitute Rating Agency, shall be made independent of (and in addition to) any and all other adjustments. In no event shall (1) the Note Interest Rate be reduced below 1.350% above or (2) the interest rate payable on the Notes of such series on the date of their initial issuanceNote Interest Rate exceed 3.350%. Any interest rate increase or decrease described above will take effect from the first day of the interest period commencing after payment date following the date on which a rating change occurs that requires an adjustment in the interest rate. If Xxxxx’x or S&P (or any Interest Rate Substitute Rating Agency Agency) changes its rating of the Notes of a series more than once prior to any particular interest payment date, the last change by such agency prior to such interest payment date will control for purposes of any interest rate increase or decrease with respect to the Notes of a series described above relating to such rating agencyApplicable Rating Agency’s action. If The Note Interest Rate will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the interest rate payable on ratings by any Applicable Rating Agency) if the Notes become rated “A3” (or its equivalent) or higher by Xxxxx’x (or any Substitute Rating Agency) and “A-” (or its equivalent) or higher by S&P (or any Substitute Rating Agency), or one of those ratings if only rated by one Applicable Rating Agency, in each case with a series is increased as described above, the term “interest,” as used with respect to the Notes of such series, will be deemed to include any such additional interest unless the context otherwise requiresstable or positive outlook.
Appears in 1 contract
Interest Rate Adjustment. The interest rate payable on the Notes will be subject to adjustments from time to time if either Xxxxx’x Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors (“Moody’s”) or S&P Global Ratings, a division of S&P Global Inc., and its successors (“S&P”) or, if either of Moody’s or S&P orceases to rate the Notes or fails to make a rating of the Notes publicly available, if applicablein each case for reasons outside of the control of the Company, Fitch or any a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company (as certified by a resolution of the Company’s board Board of directorsDirectors) as a replacement agency for Moody’s or S&P, or both of them, as the case may be (each, a “Substitute Rating Agency”) ), downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the Notes, in the manner described below. Each of Moody’s, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.”
(a) If the rating assigned by Moody’s (or, if applicable, or any Substitute Rating AgencyAgency therefor) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes will increase such that it will equal from the then-applicable interest rate payable on the Notes of such series on the date of their initial issuance plus Notes, by an amount equal the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(b) below“S&P Rating Percentage”): Moody’s Rating* Percentage Ba1 0.25 0.25% Ba2 0.50 0.50% Ba3 0.75 0.75% B1 or below 1.00 1.00% * Including the equivalent ratings of any Substitute Rating Agency.
(b) . If the rating assigned by S&P (or, if applicable, or any Substitute Rating AgencyAgency therefor) of a series of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes of such series will increase such that it will equal from the then-applicable interest rate payable on the Notes of such series on the date of their initial issuance plus Notes, by an amount equal the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(a) above“Moody’s Rating Percentage”): S&P Rating* Percentage BB+ 0.25 0.25% BB 0.50 0.50% BB- 0.75 0.75% B+ or below 1.00 1.00% * Including the equivalent ratings of any Substitute Rating Agency. If at any time the interest rate on the Notes of a series has been increased and any of either Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor), as the Interest Rate Rating Agencies case may be, subsequently upgrades its rating of the Notes to any of such seriesthe ratings set forth above, the interest rate on the Notes of such series will be decreased such that the interest rate for the Notes of such series equals the then- applicable interest rate payable on the Notes of such series on the date of their initial issuance plus the percentages set forth opposite the ratings from the tables above in effect immediately following the upgrade in rating. If Moody’s (or any Substitute Rating AgencyAgency therefor) subsequently upgrades its rating of the Notes of such series to Baa3 (or its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P (or any Substitute Rating AgencyAgency therefor) upgrades its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes of such series will be decreased to the then-applicable interest rate payable on the Notes of such series on the date of their initial issuance (and if one such upgrade occurs and the other does not, the interest rate on the Notes of such series will be decreased so that it does not reflect any increase attributable to the upgrading Interest Rate Rating Agencyrating agency). In addition, the interest rates on the Notes of a series will permanently cease to be subject to any adjustment described above herein (notwithstanding any subsequent downgrade in the ratings by any of the Interest Rate Rating Agencieseither or both rating agencies) if the Notes of such series become rated Baa1 and BBB+ (or, in either case, the equivalent thereof, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, any a Substitute Rating AgencyAgency therefor), respectively (or one of these ratings if the Notes of such series are only rated by one rating agency). Each adjustment required by any downgrade or upgrade in a rating set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any a Substitute Rating AgencyAgency therefor), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate on for the Notes of a series be reduced to below the then-applicable interest rate payable on the Notes of such series on the date of their initial issuance or (2) the total increase in the interest rate on the Notes of such series exceed 2.00% above the then-applicable interest rate payable on the Notes Any adjustment to the interest rate will be made independently of such series the quarterly adjustment to the interest rate on the date of their initial issuanceNotes. In this section, the term “then-applicable interest rate” on the Notes means the interest rate determined in accordance with the Indenture without giving effect to any adjustment as described herein. No adjustments in the interest rate of the Notes of a series shall be made solely as a result of an Interest Rate Rating Agency a rating agency ceasing to provide a rating on of the Notes of such seriesNotes. If at any time less than two Interest Rate Rating Agencies Moody’s or S&P ceases to provide a rating of the Notes of such series for reasons beyond the Company’s controlNotes, the Company will use its commercially reasonable efforts to obtain a rating of the Notes of such series from a Substitute Rating Agency, if one exists, in which case, for purposes of determining any increase or decrease in the interest rate on the Notes of such series pursuant to the tables above (a) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency rating agency to provide a rating of the Notes of such series but which has since ceased to provide such rating, (b) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company us and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (c) the interest rate on the Notes of a series will increase or decrease, as the case may be, such that the interest rate equals the then-applicable interest rate payable on the Notes of a series on the date of their initial issuance plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agencyrating agency). For so long as only one Interest Rate Rating Agency rating agency provides a rating of the Notes of a seriesNotes, any subsequent increase or decrease in the interest rate of the Notes of such series necessitated by a reduction or increase in the rating by the Interest Rate Rating Agency rating agency providing the rating shall be twice the applicable percentage set forth in the applicable table above. For so long as no Interest Rate neither Moody’s nor S&P (nor, in either case, a Substitute Rating Agency therefor) provides a rating of the Notes of a seriesNotes, the interest rate on the Notes of such series will increase to, or remain at, as the case may be, 2.00% above the then-applicable interest rate payable on the Notes of such series on the date of their initial issuanceNotes. Any interest rate increase or decrease described above will take effect from the first day of the interest period commencing after Interest Payment Date following the date on which a rating change occurs that requires an adjustment in the interest rate. As such, interest will not accrue at such increased or decreased rate until the next Interest Payment Date following the date on which a rating change occurs. If any Interest Rate Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor) changes its rating of the Notes notes of a the applicable series more than once prior to any particular interest payment dateInterest Payment Date, the last change by such agency prior to such interest payment date Interest Payment Date will control for purposes of any interest rate increase or decrease with respect to the Notes of a series described above relating to such rating agency’s action. If the interest rate payable on the Notes of a series is increased as described above, the term “interest,” as used with respect to the Notes of such seriesNotes, will be deemed to include any such additional interest unless the context otherwise requires. The Company will advise the Trustee and the holders of any occurrence of a rating change that requires an interest rate increase or decrease described above within five Business Days.
Appears in 1 contract
Samples: Supplemental Indenture
Interest Rate Adjustment. The interest rate payable will on the Notes shall be subject to adjustments adjustment from time to time if either Moody’s Xxxxx’x or S&P (or, if applicable, Fitch or any a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of under the Exchange Act selected by the Company (as certified by a resolution of Issuers under the Company’s board of directors) Indenture, as a replacement for Moody’s Xxxxx’x or S&P, or both, as the case may be (each, a “Substitute Rating Agency”)) downgrades (or downgrades and subsequently upgrades) the credit its rating assigned to the Notes, in the manner described as set forth below. Each of Moody’sXxxxx’x, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.”
” The Trustee shall not be responsible for monitoring the ratings of the Notes or for determining when an increase or decrease in the interest rate of the Notes is required. The Issuers shall notify the Trustee in writing of any adjustment to the interest rate due to a ratings change pursuant to this Section 2 or Section 1(e) of the [ ] Notes Supplemental Indenture No. [ ] (a) as defined below). If the rating assigned by Moody’s of the Notes from one or both of Xxxxx’x or S&P (or, if applicable, any Substitute Rating Agency) of the Notes is decreased to a rating set forth in either of the immediately following tabletables, the interest rate on the Notes will shall increase such that it will from the Original Interest Rate by an amount equal to the interest rate payable on sum of the Notes of such series on the date of their initial issuance plus the percentage percentages per annum set forth opposite the rating in the table below (plus, if applicable, the percentage set forth following tables opposite the rating in the table under Section 108(b) below): those ratings: Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency.
(b) If the rating assigned by S&P (or, if applicable, any Substitute Rating Agency) of a series of Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes of such series will increase such that it will equal the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(a) above): BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % * Including the equivalent ratings of any Substitute Rating AgencyAgency therefor. If at any time For purposes of making adjustments to the interest rate on the Notes of a series has been increased and any of the Interest Rate Rating Agencies subsequently upgrades its rating of the Notes of such seriesNotes, the interest rate on the Notes following rules of such series interpretation will be decreased such that the interest rate for the Notes of such series equals the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentages set forth opposite the ratings from the tables above in effect immediately following the upgrade in rating. If Moody’s (or any Substitute Rating Agency) subsequently upgrades its rating of the Notes of such series to Baa3 (or its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P (or any Substitute Rating Agency) upgrades its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes of such series will be decreased to the interest rate payable on the Notes of such series on the date of their initial issuance (and if one such upgrade occurs and the other does not, the interest rate on the Notes of such series will be decreased so that it does not reflect any increase attributable to the upgrading Interest Rate Rating Agency). In addition, the interest rates on the Notes of a series will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade in the ratings by any of the Interest Rate Rating Agencies) if the Notes of such series become rated Baa1 and BBB+ (or, in either case, the equivalent thereof, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, any Substitute Rating Agency), respectively (or one of these ratings if the Notes of such series are only rated by one rating agency). Each adjustment required by any downgrade or upgrade in a rating set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any Substitute Rating Agency), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate on the Notes of a series be reduced to below the interest rate payable on the Notes of such series on the date of their initial issuance or (2) the total increase in the interest rate on the Notes of such series exceed 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuance. No adjustments in the interest rate of the Notes of a series shall be made solely as a result of an Interest Rate Rating Agency ceasing to provide a rating on the Notes of such series. If at any time less than two Interest Rate Rating Agencies provide a rating of the Notes of such series for reasons beyond the Company’s control, the Company will use its commercially reasonable efforts to obtain a rating of the Notes of such series from a Substitute Rating Agency, if one exists, in which case, for purposes of determining any increase or decrease in the interest rate on the Notes of such series pursuant to the tables above (a) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency to provide a rating of the Notes of such series but which has since ceased to provide such rating, (b) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (c) the interest rate on the Notes of a series will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes of a series on the date of their initial issuance plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agency). For so long as only one Interest Rate Rating Agency provides a rating of the Notes of a series, any subsequent increase or decrease in the interest rate of the Notes of such series necessitated by a reduction or increase in the rating by the Interest Rate Rating Agency providing the rating shall be twice the applicable percentage set forth in the applicable table above. For so long as no Interest Rate Rating Agency provides a rating of the Notes of a series, the interest rate on the Notes of such series will increase to, or remain at, as the case may be, 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuance. Any interest rate increase or decrease described above will take effect from the first day of the interest period commencing after the date on which a rating change occurs that requires an adjustment in the interest rate. If any Interest Rate Rating Agency changes its rating of the Notes of a series more than once prior to any particular interest payment date, the last change by such agency prior to such interest payment date will control for purposes of any interest rate increase or decrease with respect to the Notes of a series described above relating to such rating agency’s action. If the interest rate payable on the Notes of a series is increased as described above, the term “interest,” as used with respect to the Notes of such series, will be deemed to include any such additional interest unless the context otherwise requires.apply:
Appears in 1 contract
Interest Rate Adjustment. The interest rate payable on this Security will be subject to adjustments from time to time if either Moody’s or S&P or, if applicableeither Moody’s or S&P ceases to rate this Security or fails to make a rating of this Security publicly available for reasons outside of the Company’s control, Fitch or any “a ‘‘nationally recognized statistical rating organization” ’’ within the meaning of Section 3(a)(62Rule 15c3- 1(c)(2)(vi)(F) of under the Exchange Act selected by the Company (as certified by a resolution of the Company’s board of directors) as a replacement agency for Moody’s or S&P, as the case may be S&P (each, a “‘‘Substitute Rating Agency”) ’’), downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the Notesthis Security, in the manner described below. Each of Moody’s, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.”
(a) If the rating assigned by from Moody’s (oror a Substitute Rating Agency, if applicable, any Substitute Rating Agency) of the Notes this Security is decreased to a rating set forth in the immediately following table, the interest rate on the Notes this Security will increase such that it will equal the interest rate payable on the Notes of such series this Security on the date of their its initial issuance plus the percentage set forth opposite the rating in ratings from the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(b) below): : Xxxxx’x Rating* Percentage Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency.
(b) . If the rating assigned by from S&P (oror a Substitute Rating Agency, if applicable, any Substitute Rating Agency) of a series of Notes this Security is decreased to a rating set forth in the immediately following table, the interest rate on the Notes of such series this Security will increase such that it will equal the interest rate payable on the Notes of such series this Security on the date of their its initial issuance plus the percentage set forth opposite the rating in ratings from the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(a) above): below: S&P Rating* Percentage BB+ 0.25 % BB 0.50 % BB- BB– 0.75 % B+ or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency. If at any time the interest rate on the Notes of a series this Security has been increased adjusted upward and either Moody’s or S&P (or, in either case, a Substitute Rating Agency, if applicable), as the case may be, subsequently increases its rating of this Security to any of the Interest Rate Rating Agencies subsequently upgrades its rating of the Notes of such seriesthreshold ratings set forth above, the interest rate on the Notes of such series this Security will be decreased such that the interest rate for the Notes of such series this Security equals the interest rate payable on the Notes of such series this Security on the date of their its initial issuance plus the percentages set forth opposite the ratings from the tables above in effect immediately following the upgrade increase in rating. If Moody’s (or any a Substitute Rating Agency, if applicable) subsequently upgrades increases its rating of the Notes of such series this Security to Baa3 (or its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P (or any a Substitute Rating Agency, if applicable) upgrades increases its rating to BBB- BBB— (or its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes of such series this Security will be decreased to the interest rate payable on the Notes of such series this Security on the date of their its initial issuance (and if one such upgrade occurs and the other does not, the interest rate on the Notes of such series will be decreased so that it does not reflect any increase attributable to the upgrading Interest Rate Rating Agency)issuance. In addition, the interest rates on the Notes of a series this Security will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade decrease in the ratings by any of the Interest Rate Rating Agencieseither or both rating agencies) if the Notes of such series become this Security becomes rated Baa1 and BBB+ (or, in either case, or the equivalent thereofof either such rating, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, any a Substitute Rating Agency, if applicable), respectively (or one of these ratings if the Notes of such series are this Security is only rated by one rating agency). Each adjustment required by any downgrade decrease or upgrade increase in a rating set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any a Substitute Rating Agency, if applicable), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate on the Notes of a series for this Security be reduced to below the interest rate payable on the Notes of such series this Security on the date of their its initial issuance or (2) the total increase in the interest rate on the Notes of such series this Security exceed 2.00% above the interest rate payable on the Notes of such series this Security on the date of their its initial issuance. No adjustments in the interest rate of the Notes of a series this Security shall be made solely as a result of an Interest Rate Rating Agency a rating agency ceasing to provide a rating on the Notes of such seriesthis Security. If at any time less than two Interest Rate Rating Agencies Moody’s or S&P ceases to provide a rating of the Notes of such series this Security for reasons a reason beyond the Company’s control, the Company will use its commercially reasonable efforts to obtain a rating of the Notes of such series this Security from a Substitute Rating Agency, if to the extent one exists, in which caseand if a Substitute Rating Agency exists, for purposes of determining any increase or decrease in the interest rate on the Notes of such series this Security pursuant to the tables above (a) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency rating agency to provide a rating of the Notes of such series this Security but which has since ceased to provide such rating, (b) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (c) the interest rate on the Notes of a series this Security will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes of a series this Security on the date of their its initial issuance plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agencyrating agency). For so long as only one Interest Rate Rating Agency rating agency provides a rating of the Notes of a seriesthis Security, any subsequent increase or decrease in the interest rate of the Notes of such series this Security necessitated by a reduction or increase in the rating by the Interest Rate Rating Agency agency providing the rating shall be twice the applicable percentage set forth in the applicable table above. For so long as no Interest Rate none of Moody’s, S&P or a Substitute Rating Agency provides a rating of the Notes of a seriesthis Security, the interest rate on the Notes of such series this Security will increase to, or remain at, as the case may be, 2.00% above the interest rate payable on the Notes of such series this Security on the date of their its initial issuance. If Moody’s or S&P either ceases to rate this Security for reasons within the Company’s control or ceases to make a rating of this Security publicly available for reasons within the Company’s control, the Company will not be entitled to obtain a rating from a Substitute Rating Agency and the increase or decrease in the interest rate of this Security shall be determined in the manner described above as if either only one or no rating agency provides a rating of this Security, as the case may be. Any interest rate increase or decrease described above will take effect from the first day of the interest period commencing after the date on which a rating change occurs that requires an adjustment in the interest rate. If any Interest Rate Moody’s or S&P (or, in either case, a Substitute Rating Agency Agency, if applicable) changes its rating of the Notes of a series this Security more than once prior to during any particular interest payment dateperiod, the last change by such agency prior to such interest payment date will control for purposes of any interest rate increase or decrease with respect to the Notes of a series this Security described above relating to such rating agency’s action. If the interest rate payable on the Notes of a series this Security is increased as described above, above the term “‘‘interest,” ’’ as used with respect to the Notes of such seriesthis Security, will be deemed to include any such additional interest unless the context otherwise requires.
Appears in 1 contract
Interest Rate Adjustment. The interest rate payable on this 6.125% Senior Note due 2025 (this “Security”) will be subject to adjustments adjustment from time to time if either Moody’s ’s, S&P or S&P Fitch, or, if applicablein any case, Fitch or any “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company (as certified by a resolution of the Company’s board of directors) as a replacement for Moody’s or S&P, as the case may be (each, a “Substitute Rating Agency”) Agency downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the Senior Notes, in the manner described below. Each of Moody’s, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.”
(a) If the rating assigned by from Moody’s (or, if applicable, or any Substitute Rating Agency) of the Senior Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes this Security will increase such that it will equal the interest rate payable first set forth on the Notes face of such series on the date of their initial issuance this Security plus the percentage set forth opposite the rating in ratings from the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(b) beloweach of “S&P Rating” and “Fitch Rating”): Ba1 Ba2 0.25 % Ba2 Ba3 0.50 % Ba3 B1 0.75 % B1 B2 or below 1.00 % * Including including the equivalent ratings of any Substitute Rating Agency.
(b) . If the rating assigned by from S&P (or, if applicable, or any Substitute Rating Agency) of a series of the Senior Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes of such series this Security will increase such that it will equal the interest rate payable first set forth on the Notes face of such series on the date of their initial issuance this Security plus the percentage set forth opposite the rating in ratings from the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(a) aboveeach of “Xxxxx’x Rating” and “Fitch Rating”): BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % * Including including the equivalent ratings of any Substitute Rating Agency. If the rating from Fitch (or any Substitute Rating Agency) of the Senior Notes is decreased to a rating set forth in the immediately following table, the interest rate on this Security will increase such that it will equal the interest rate first set forth on the face of this Security plus the percentage set forth opposite the ratings from the table below (plus, if applicable, the percentage set forth opposite the rating in the table under each of “Xxxxx’x Rating” and “S&P Rating”): BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % * including the equivalent ratings of any Substitute Rating Agency. If at any time the interest rate on the Senior Notes of a series has been increased adjusted upward and any of Moody’s, S&P or Fitch (or, in any such case, a Substitute Rating Agency), as the Interest Rate Rating Agencies case may be, subsequently upgrades increases its rating of the Senior Notes to any of such seriesthe threshold ratings set forth above, the interest rate on the Notes of such series will this Security shall be decreased such that the interest rate for the Notes of such series equals this Security shall equal the interest rate payable first set forth on the Notes face of such series on the date of their initial issuance this Security plus the percentages set forth opposite the ratings from in the tables above in effect immediately following the upgrade increase in rating. If Moody’s (or any Substitute Rating Agency) subsequently upgrades increases its rating of the Senior Notes of such series to Baa3 Ba1 (or its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P (or any Substitute Rating Agency) upgrades increases its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher and Fitch (or any Substitute Rating Agency) increases its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes of such series this Security will be decreased to the interest rate payable first set forth on the Notes face of such series on the date of their initial issuance (and if one such upgrade occurs and the other does not, the interest rate on the Notes of such series will be decreased so that it does not reflect any increase attributable to the upgrading Interest Rate Rating Agency)this Security. In addition, the interest rates rate on the Notes of a series this Security will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade decrease in the ratings by any of the Interest Rate or all Rating Agencies) if the Senior Notes of such series become rated Baa1 Baa2, BBB and BBB+ BBB (or, in either case, or the equivalent thereofof any such rating, in the case of a Substitute Rating Agency) or higher by Moody’s any two of Xxxxx’x, S&P and S&P Fitch (or, in either any case, any a Substitute Rating AgencyAgency thereof), respectively (or one of these ratings if the Notes of such series are only rated by one rating agency)respectively. Each adjustment required by any downgrade decrease or upgrade increase in a rating set forth above, whether occasioned by the action of Moody’s ’s, S&P or S&P Fitch (or, in either any case, any a Substitute Rating Agency), shall be made independent of any and all other adjustments. In ; provided, however, that in no event shall (1) the interest rate on the Notes of a series for this Security be reduced to below the interest rate payable first set forth on the Notes face of such series on the date of their initial issuance this Security or (2) the total increase in the interest rate on the Notes of such series this Security exceed 2.00% above the interest rate payable first set forth on the Notes face of such series on the date of their initial issuancethis Security. No adjustments in the interest rate of the Notes of a series this Security shall be made solely as a result of an Interest Rate a Rating Agency ceasing to provide a rating on of the Notes of such seriesSenior Notes. If at any time less than two Interest Rate Rating Agencies Moody’s, S&P or Fitch ceases to provide a rating of the Senior Notes of such series for reasons beyond the Company’s controlany reason, the Company will use its commercially reasonable efforts to obtain a rating of the Senior Notes of such series from a Substitute Rating Agency, if to the extent one exists, in which caseand if a Substitute Rating Agency exists, for purposes of determining any increase or decrease in the interest rate on the Notes of such series this Security pursuant to the tables above above, (a) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency to provide a rating of the Senior Notes of such series but which has since ceased to provide such rating, (b) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an Independent Investment Banker or any other independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s ’s, S&P or S&PFitch, as applicable, in such table and (c) the interest rate on the Notes of a series this Security will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable first set forth on the Notes face of a series on the date of their initial issuance this Security plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agency). For so long as only one Interest Rate Rating Agency of Moody’s, S&P or Fitch provides a rating of the Senior Notes of a seriesand no Substitute Rating Agency has replaced the other Rating Agency, any subsequent increase or decrease in the interest rate of the Notes of such series this Security necessitated by a reduction or increase in the rating by the Interest Rate Rating Agency providing the rating shall be twice the applicable percentage set forth in the applicable table above. For so long as any two of Moody’s, S&P or Fitch provide a rating of the Senior Notes and no Interest Rate Substitute Rating Agencies have replaced the other Rating Agencies, any subsequent increase or decrease in the interest rate of this Security necessitated by a reduction or increase in the ratings by the Rating Agencies providing the ratings shall be as set forth in the applicable tables above. For so long as none of Xxxxx’x, S&P, Fitch or a Substitute Rating Agency provides a rating of the Notes of a seriesSenior Notes, the interest rate on the Notes of such series this Security will increase to, or remain at, as the case may be, 2.00% above the interest rate payable first set forth on the Notes face of such series on the date of their initial issuancethis Security. Any interest rate increase or decrease described above will take effect from the first day of the interest period commencing after the date on which a rating change occurs that requires an adjustment in the interest rate. As such, interest will not accrue at such increased or decreased rate until the next interest payment date following the date on which a rating change occurs. If Moody’s, S&P or Fitch (or, in any Interest Rate case, a Substitute Rating Agency Agency) changes its rating of the Senior Notes of a series more than once prior to during any particular interest payment dateperiod, the last change in such interest period by such agency prior to such interest payment date Rating Agency will control for purposes of any interest rate increase or decrease with respect to the Notes of a series this Security described above relating to such rating agencyRating Agency’s action. If the interest rate payable on the Notes of a series this Security is increased as described above, the term “interest,” as used with respect to the Senior Notes of such seriesand this Security, will be deemed to include any such additional interest unless the context otherwise requires.. The Company shall promptly provide an officer’s certificate to the Trustee and the Paying Agent on becoming aware of any decrease in the rating assigned to the Senior Notes by any of Moody’s, S&P or Fitch (or any Substitute Rating Agency). Neither the Trustee nor the Paying Agent shall have any obligation to monitor the rating assigned to the Senior Notes. For purposes of this “Interest Rate Adjustment” section, the following definitions are applicable:
Appears in 1 contract
Interest Rate Adjustment. The interest rate payable on the Notes will be subject to adjustments adjustment from time to time if either Xxxxx’x Investors Service, Inc. (“Moody’s”, which term shall include any successor thereto) or Standard & Poor’s or S&P or, if applicable, Fitch or any “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company (as certified by a resolution of the Company’s board of directors) as a replacement for Moody’s or S&P, as the case may be (eachRating Services, a division of XxXxxx-Xxxx, Inc. (“Substitute S&P”, which term shall include any successor thereto and together with Moody’s, each a “Rating Agency”) ), downgrades (or downgrades and subsequently upgrades) the credit debt rating assigned applicable to the Notes, in the manner described Notes (a “rating”) as set forth below. Each of Moody’s, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.”
(a) If the rating assigned by Moody’s (or, if applicable, any Substitute Rating Agency) of the Notes from Xxxxx’x is decreased to a rating set forth in the immediately following table, the interest rate on the Notes will increase such from that it will equal the interest rate payable on the Notes of such series on the date of their initial issuance plus set forth in section 1.01(a)(7) above by the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(b) below): that rating: Ba1 0.25 .25% Ba2 0.50 .50% Ba3 0.75 .75% B1 or below 1.00 1.00% * Including the equivalent ratings of any Substitute Rating Agency.
(b) If the rating assigned by from S&P (or, if applicable, any Substitute Rating Agency) of a series of Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes of such series will increase such from that it will equal the interest rate payable on the Notes of such series on the date of their initial issuance plus set forth in section 1.01(a)(7) above by the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(a) above): that rating: BB+ 0.25 .25% BB 0.50 .50% BB- 0.75 .75% B+ or below 1.00 1.00% * Including the equivalent ratings of any Substitute Rating Agency. If at any time the If, following an interest rate on the Notes of a series has been increased and adjustment, Moody’s or S&P subsequently increases or decreases its rating to any of the Interest Rate Rating Agencies subsequently upgrades its rating of the Notes of such seriesthreshold ratings set forth above, the interest rate on of the Notes of such series will be increased or decreased such that the interest rate for the Notes of such series equals the interest rate payable on set forth in section 1.01(a)(7) above plus (1) the Notes of such series on interest rate adjustment, if any, then in effect resulting from an increase or decrease in the date of their initial issuance plus other Rating Agency’s rating and (2) the percentages percentage set forth opposite the ratings applicable rating from the tables applicable table above in effect immediately following for the upgrade in Rating Agency that increased or decreased its rating. If Moody’s (or any Substitute Rating Agency) subsequently upgrades its rating of the Notes of such series to Baa3 (or its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P (or any Substitute Rating Agency) upgrades its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes of such series will be decreased to the interest rate payable on the Notes of such series on the date of their initial issuance (and if one such upgrade occurs and the other does not, the interest rate on the Notes of such series will be decreased so that it does not reflect any increase attributable to the upgrading Interest Rate Rating Agency). In addition, the interest rates on the Notes of a series will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade in the ratings by any of the Interest Rate Rating Agencies) if the Notes of such series become rated Baa1 and BBB+ (or, in either case, the equivalent thereof, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, any Substitute Rating Agency), respectively (or one of these ratings if the Notes of such series are only rated by one rating agency). Each adjustment required by any downgrade decrease or upgrade increase in a rating set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any Substitute Rating Agency)S&P, shall be made independent of any and all other adjustments. In no event shall (1) the interest rate on the Notes of a series be reduced to below the interest rate payable on the Notes of such series on the date of their initial issuance or set forth in section 1.01(a)(7) above, and (2) the total increase in the interest rate on the Notes of such series exceed 2.00% above the interest rate payable set forth in section 1.01(a)(7) above. If, following an interest rate adjustment, Moody’s increases its rating to Baa3 or higher and S&P increases its rating to BBB- or higher, the interest rate on the Notes of such series on will remain at, or be decreased to, as the date of their initial issuance. No adjustments in case may be, the interest rate set forth in section 1.01(a)(7) above and no subsequent downgrades in a rating shall result in an adjustment of the interest rate on the Notes of a series shall be made solely as a result of an Interest Rate Rating Agency ceasing provided herein. If either Moody’s or S&P ceases to provide a rating on the Notes of such series. If at rating, any time less than two Interest Rate Rating Agencies provide a rating of the Notes of such series for reasons beyond the Company’s control, the Company will use its commercially reasonable efforts to obtain a rating of the Notes of such series from a Substitute Rating Agency, if one exists, in which case, for purposes of determining any subsequent increase or decrease in the interest rate on the Notes of such series pursuant to the tables above (a) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency to provide a rating of the Notes of such series but which has since ceased to provide such rating, (b) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (c) the interest rate on the Notes of a series will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes of a series on the date of their initial issuance plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agency). For so long as only one Interest Rate Rating Agency provides a rating of the Notes of a series, any subsequent increase or decrease in the interest rate of the Notes of such series necessitated by a reduction or increase in the rating by the Interest Rate Rating Agency providing continuing to provide the rating shall be twice the applicable percentage set forth in the applicable table above. For so long as no Interest Rate , and the required ratings increase set forth in the last sentence of the preceding paragraph shall only apply to the Rating Agency provides a rating of continuing to provide the rating. No adjustments in the interest rate on the Notes shall be made solely as a result of either Moody’s or S&P (but not both) ceasing to provide a seriesrating. If both Moody’s and S&P cease to provide a rating, the interest rate on the Notes of such series will increase to, or remain at, as the case may be, 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuanceset forth in section 1.01(a)(7) above. Any interest rate increase or decrease decrease, as described above above, will take effect from the first day of the interest period commencing after the date on Interest Period during which a rating change occurs that requires an adjustment in the interest rate. If any Interest Rate Rating Agency changes its rating of The Issuer will notify the Notes of a series more than once prior to any particular interest payment date, the last change by such agency prior to such interest payment date will control for purposes Trustee promptly of any interest rate increase or decrease with respect to the Notes of a series described above relating to such rating agency’s action. If the interest rate payable on the Notes of a series is increased as described above, the term “interest,” as used with respect to the Notes of such series, will be deemed to include any such additional interest unless the context otherwise requiresadjustment.
Appears in 1 contract
Samples: Second Supplemental Indenture (Willis Group Holdings LTD)
Interest Rate Adjustment. The interest rate payable will on the 2026 Notes shall be subject to adjustments adjustment from time to time if either Moody’s Xxxxx’x or S&P (or, if applicable, Fitch or any a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of under the Exchange Act selected by the Company (as certified by a resolution of Issuers under the Company’s board of directors) Indenture, as a replacement for Moody’s Xxxxx’x or S&P, or both, as the case may be (each, a “Substitute Rating Agency”)) downgrades (or downgrades and subsequently upgrades) the credit its rating assigned to the 2026 Notes, in the manner described as set forth below. Each of Moody’sXxxxx’x, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.”
” The Trustee shall not be responsible for monitoring the ratings of the 2026 Notes. The Issuers shall notify the Trustee in writing of any adjustment to the interest rate due to a ratings change pursuant to this Section 2 or Section 1(e) of the 2026 Notes Supplemental Indenture No. 1 (a) as defined below). If the rating assigned by Moody’s of the 2026 Notes from one or both of Xxxxx’x or S&P (or, if applicable, any Substitute Rating Agency) of the Notes is decreased to a rating set forth in either of the immediately following tabletables, the interest rate on the 2026 Notes will shall increase such that it will from the Original Interest Rate by an amount equal to the interest rate payable on sum of the Notes of such series on the date of their initial issuance plus the percentage percentages per annum set forth opposite the rating in the table below (plus, if applicable, the percentage set forth following tables opposite the rating in the table under Section 108(b) below): those ratings: Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency.
(b) If the rating assigned by S&P (or, if applicable, any Substitute Rating Agency) of a series of Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes of such series will increase such that it will equal the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(a) above): BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % * Including the equivalent ratings of any Substitute Rating AgencyAgency therefor. If at any time For purposes of making adjustments to the interest rate on the Notes of a series has been increased and any of the Interest Rate Rating Agencies subsequently upgrades its rating of the Notes of such series2026 Notes, the interest rate on the Notes following rules of such series interpretation will be decreased such that the interest rate for the Notes of such series equals the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentages set forth opposite the ratings from the tables above in effect immediately following the upgrade in rating. If Moody’s (or any Substitute Rating Agency) subsequently upgrades its rating of the Notes of such series to Baa3 (or its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P (or any Substitute Rating Agency) upgrades its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes of such series will be decreased to the interest rate payable on the Notes of such series on the date of their initial issuance (and if one such upgrade occurs and the other does not, the interest rate on the Notes of such series will be decreased so that it does not reflect any increase attributable to the upgrading Interest Rate Rating Agency). In addition, the interest rates on the Notes of a series will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade in the ratings by any of the Interest Rate Rating Agencies) if the Notes of such series become rated Baa1 and BBB+ (or, in either case, the equivalent thereof, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, any Substitute Rating Agency), respectively (or one of these ratings if the Notes of such series are only rated by one rating agency). Each adjustment required by any downgrade or upgrade in a rating set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any Substitute Rating Agency), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate on the Notes of a series be reduced to below the interest rate payable on the Notes of such series on the date of their initial issuance or (2) the total increase in the interest rate on the Notes of such series exceed 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuance. No adjustments in the interest rate of the Notes of a series shall be made solely as a result of an Interest Rate Rating Agency ceasing to provide a rating on the Notes of such series. If at any time less than two Interest Rate Rating Agencies provide a rating of the Notes of such series for reasons beyond the Company’s control, the Company will use its commercially reasonable efforts to obtain a rating of the Notes of such series from a Substitute Rating Agency, if one exists, in which case, for purposes of determining any increase or decrease in the interest rate on the Notes of such series pursuant to the tables above (a) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency to provide a rating of the Notes of such series but which has since ceased to provide such rating, (b) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (c) the interest rate on the Notes of a series will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes of a series on the date of their initial issuance plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agency). For so long as only one Interest Rate Rating Agency provides a rating of the Notes of a series, any subsequent increase or decrease in the interest rate of the Notes of such series necessitated by a reduction or increase in the rating by the Interest Rate Rating Agency providing the rating shall be twice the applicable percentage set forth in the applicable table above. For so long as no Interest Rate Rating Agency provides a rating of the Notes of a series, the interest rate on the Notes of such series will increase to, or remain at, as the case may be, 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuance. Any interest rate increase or decrease described above will take effect from the first day of the interest period commencing after the date on which a rating change occurs that requires an adjustment in the interest rate. If any Interest Rate Rating Agency changes its rating of the Notes of a series more than once prior to any particular interest payment date, the last change by such agency prior to such interest payment date will control for purposes of any interest rate increase or decrease with respect to the Notes of a series described above relating to such rating agency’s action. If the interest rate payable on the Notes of a series is increased as described above, the term “interest,” as used with respect to the Notes of such series, will be deemed to include any such additional interest unless the context otherwise requires.apply:
Appears in 1 contract
Samples: 2026 Notes Supplemental Indenture (Dell Technologies Inc)
Interest Rate Adjustment. The interest rate payable Note Interest Rate will be subject to adjustments from time to time if either Moody’s Xxxxx’x Investors Service, Inc. (“Xxxxx’x”) or S&P or, if applicable, Fitch or any “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company (as certified by a resolution of the Company’s board of directors) as a replacement for Moody’s or S&P, as the case may be (eachGlobal Ratings, a division of S&P Global Inc. (“Substitute Rating AgencyS&P”) downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the Notes, in the manner described below. Each of Moody’s, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.”
(a) If the rating assigned by Moody’s (or, if applicable, any Substitute Rating Agency (as defined below)) downgrades (or subsequently upgrades) the debt rating assigned to the Notes, as set forth below. If the rating from Xxxxx’x or S&P (or, in either case if applicable, any Substitute Rating Agency) of with respect to the Notes (each, an “Applicable Rating Agency,” and collectively, the “Applicable Rating Agencies”) is decreased to a rating set forth in the immediately following tabletable with respect to that Applicable Rating Agency, the Note Interest Rate will increase from 2.850% by the percentage set forth opposite that rating: 1 Ba1 BB+ 0.25% 2 Ba2 BB 0.50% 3 Ba3 BB- 0.75% 4 below below 1.00% ____________________ * Including the equivalent ratings of any Substitute Rating Agency If at any time the Note Interest Rate has been adjusted upward as a result of a decrease in a rating by an Applicable Rating Agency and that Applicable Rating Agency subsequently increases its rating with respect to the Notes to any of the threshold ratings set forth above, the Note Interest Rate will be decreased such that the interest rate on the Notes will increase such that it will equal the interest rate payable on the Notes of such series on the date of their initial issuance per annum equals 2.850% plus the percentage set forth opposite the rating in effect immediately following the table below (plus, if applicable, the percentage set forth opposite the rating increase in the table under Section 108(b) below): Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 above; provided that if Xxxxx’x or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency.
Agency subsequently increases its rating of the Notes to “Baa3” (b) If the rating assigned by S&P (or, or its equivalent if applicable, with respect to any Substitute Rating Agency) of a series of Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes of such series will increase such that it will equal the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(a) above): BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % * Including the equivalent ratings of higher and S&P or any Substitute Rating Agency. If at any time the interest rate on the Notes of a series has been increased and any of the Interest Rate Rating Agencies Agency subsequently upgrades increases its rating of the Notes of such series, the interest rate on the Notes of such series will be decreased such that the interest rate for the Notes of such series equals the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentages set forth opposite the ratings from the tables above in effect immediately following the upgrade in rating. If Moody’s (or any Substitute Rating Agency) subsequently upgrades its rating of the Notes of such series to Baa3 “BBB-” (or its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P (or equivalent if with respect to any Substitute Rating Agency) upgrades its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes of such series Note Interest Rate will be decreased to 2.850%. No adjustment in the interest rate payable on the Notes of such series on the date of their initial issuance (and if one such upgrade occurs and the other does not, the interest rate on the Notes of such series will be decreased so that it does not reflect any increase attributable to the upgrading Note Interest Rate Rating Agency). In addition, the interest rates on the Notes of a series will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade in the ratings by any of the Interest Rate Rating Agencies) if the Notes of such series become rated Baa1 and BBB+ (or, in either case, the equivalent thereof, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, any Substitute Rating Agency), respectively (or one of these ratings if the Notes of such series are only rated by one rating agency). Each adjustment required by any downgrade or upgrade in a rating set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any Substitute Rating Agency), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate on the Notes of a series be reduced to below the interest rate payable on the Notes of such series on the date of their initial issuance or (2) the total increase in the interest rate on the Notes of such series exceed 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuance. No adjustments in the interest rate of the Notes of a series shall be made solely as a result of an Interest Rate Applicable Rating Agency ceasing to provide a rating on the Notes of such seriesrating. If at any time less than two Interest Rate Applicable Rating Agencies provide a rating of the Notes of such series for reasons beyond the Company’s controlNotes, the Company will use its commercially reasonable efforts to obtain a rating of the Notes from another nationally recognized statistical rating organization, to the extent one exists, and if another nationally recognized statistical rating organization rates the Notes (such organization, as certified by a resolution of such series from the Company’s Board of Directors, a “Substitute Rating Agency, if one exists, in which case”), for purposes of determining any increase or decrease in the interest rate on the Notes of such series Note Interest Rate pursuant to the tables table above (a) such Substitute Rating Agency will be substituted for the last Interest Rate Applicable Rating Agency to provide a rating of the Notes of such series but which has since ceased to provide such rating, (b) the relative rating ratings scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will shall be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, Xxxxx’x and S&P in such table and (c) the interest rate on the Notes of a series Note Interest Rate will increase or decrease, as the case may be, such that the interest rate per annum equals the interest rate payable on the Notes of a series on the date of their initial issuance 2.850% plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agency). For so long as (i) only one Interest Rate Applicable Rating Agency provides a rating of the Notes of a seriesNotes, any subsequent increase or decrease in the interest rate of the Notes of such series Note Interest Rate necessitated by a reduction or increase in the rating by the Interest Rate that Applicable Rating Agency providing the rating shall be twice the applicable percentage set forth in the applicable table above. For so long as above and (ii) no Interest Rate Applicable Rating Agency provides a rating of the Notes of a seriesNotes, the interest rate on the Notes of such series Note Interest Rate will increase to, or remain at, as the case may be, 2.004.850%. Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of Xxxxx’x, S&P or any Substitute Rating Agency, shall be made independent of (and in addition to) any and all other adjustments. In no event shall (1) the Note Interest Rate be reduced below 2.850% above or (2) the interest rate payable on the Notes of such series on the date of their initial issuanceNote Interest Rate exceed 4.850%. Any interest rate increase or decrease described above will take effect from the first day of the interest period commencing after payment date following the date on which a rating change occurs that requires an adjustment in the interest rate. If Xxxxx’x or S&P (or any Interest Rate Substitute Rating Agency Agency) changes its rating of the Notes of a series more than once prior to any particular interest payment date, the last change by such agency prior to such interest payment date will control for purposes of any interest rate increase or decrease with respect to the Notes of a series described above relating to such rating agencyApplicable Rating Agency’s action. If The Note Interest Rate will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the interest rate payable on ratings by any Applicable Rating Agency) if the Notes become rated “A3” (or its equivalent) or higher by Xxxxx’x (or any Substitute Rating Agency) and “A-” (or its equivalent) or higher by S&P (or any Substitute Rating Agency), or one of those ratings if only rated by one Applicable Rating Agency, in each case with a series is increased as described above, the term “interest,” as used with respect to the Notes of such series, will be deemed to include any such additional interest unless the context otherwise requiresstable or positive outlook.
Appears in 1 contract
Samples: Indenture (Western Union CO)
Interest Rate Adjustment. The interest rate payable will on the Notes shall be subject to adjustments adjustment from time to time if either Moody’s Xxxxx’x or S&P (or, if applicable, Fitch or any a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of under the Exchange Act selected by the Company (as certified by a resolution of Issuers under the Company’s board of directors) Indenture, as a replacement for Moody’s Xxxxx’x or S&P, or both, as the case may be (each, a “Substitute Rating Agency”)) downgrades (or downgrades and subsequently upgrades) the credit its rating assigned to the Notes, in the manner described as set forth below. Each of Moody’sXxxxx’x, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.”
” The Trustee shall not be responsible for monitoring the ratings of the Notes. The Issuers shall notify the Trustee in writing of any adjustment to the interest rate due to a ratings change pursuant to this Section 2 or clause (ae) of the Notes Supplemental Indenture (as defined below). If the rating assigned by Moody’s of the Notes from one or both of Xxxxx’x or S&P (or, if applicable, any Substitute Rating Agency) of the Notes is decreased to a rating set forth in either of the immediately following tabletables, the interest rate on the Notes will shall increase such that it will from the Original Interest Rate by an amount equal to the interest rate payable on sum of the Notes of such series on the date of their initial issuance plus the percentage percentages per annum set forth opposite the rating in the table below (plus, if applicable, the percentage set forth following tables opposite the rating in the table under Section 108(b) below): those ratings: Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency.
(b) If the rating assigned by S&P (or, if applicable, any Substitute Rating Agency) of a series of Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes of such series will increase such that it will equal the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(a) above): BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % * Including the equivalent ratings of any Substitute Rating AgencyAgency therefor. If at any time For purposes of making adjustments to the interest rate on the Notes of a series has been increased and any of the Interest Rate Rating Agencies subsequently upgrades its rating of the Notes of such seriesNotes, the interest rate on the Notes following rules of such series interpretation will be decreased such that the interest rate for the Notes of such series equals the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentages set forth opposite the ratings from the tables above in effect immediately following the upgrade in rating. If Moody’s (or any Substitute Rating Agency) subsequently upgrades its rating of the Notes of such series to Baa3 (or its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P (or any Substitute Rating Agency) upgrades its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes of such series will be decreased to the interest rate payable on the Notes of such series on the date of their initial issuance (and if one such upgrade occurs and the other does not, the interest rate on the Notes of such series will be decreased so that it does not reflect any increase attributable to the upgrading Interest Rate Rating Agency). In addition, the interest rates on the Notes of a series will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade in the ratings by any of the Interest Rate Rating Agencies) if the Notes of such series become rated Baa1 and BBB+ (or, in either case, the equivalent thereof, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, any Substitute Rating Agency), respectively (or one of these ratings if the Notes of such series are only rated by one rating agency). Each adjustment required by any downgrade or upgrade in a rating set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any Substitute Rating Agency), shall be made independent of any and all other adjustments. In no event shall apply:
(1) the interest rate on the Notes of a series be reduced to below the interest rate payable on the Notes of such series on the date of their initial issuance or (2) the total increase in the interest rate on the Notes of such series exceed 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuance. No adjustments in the interest rate of the Notes of a series shall be made solely as a result of an Interest Rate Rating Agency ceasing to provide a rating on the Notes of such series. If if at any time less than two Interest Rate Rating Agencies provide a rating of on the Notes of such series for reasons beyond not within the Company’s control, Issuers’ control (i) the Company Issuers will use its commercially reasonable efforts to obtain a rating of on the Notes of such series from a Substitute Rating Agency, if one exists, in which case, Agency for purposes of determining any increase or decrease in the interest rate on the Notes of such series pursuant to the tables above above, (aii) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency to provide a rating of on the Notes of such series but which has since ceased to provide such rating, (biii) the relative rating ratings scale used by such Substitute Rating Agency to assign ratings to senior unsecured secured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company Issuers and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will shall be deemed to be the equivalent ratings used by Moody’s Xxxxx’x or S&P, as applicable, in such table table, and (civ) the interest rate on the Notes of a series will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes of a series on the date of their initial issuance Original Interest Rate plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (biii) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agency). For ;
(2) for so long as only one Interest Rate Rating Agency provides a rating of on the Notes of a seriesNotes, any subsequent increase or decrease in the interest rate of on the Notes of such series necessitated by a reduction or increase in the rating by the that Interest Rate Rating Agency providing the rating shall be twice the applicable percentage set forth in the applicable table above. For so long as no ;
(3) if both Interest Rate Rating Agency provides Agencies cease to provide a rating of on the Notes of for any reason, and no Substitute Rating Agency has provided a seriesrating on the Notes, the interest rate on the Notes of such series will increase to, or remain at, as the case may be, 2.00% per annum above the interest rate payable on the Notes prior to any such adjustment;
(4) if Xxxxx’x or S&P ceases to rate the Notes or make a rating of such series on the date of their initial issuance. Any interest rate Notes publicly available for reasons within the Issuers’ control, the Issuers will not be entitled to obtain a rating from a Substitute Rating Agency and the increase or decrease in the interest rate on the Notes shall be determined in the manner described above as if either only one or no Interest Rate Rating Agency provides a rating on the Notes, as the case may be;
(5) each interest rate adjustment required by any decrease or increase in a rating as set forth above, whether occasioned by the action of Xxxxx’x or S&P (or, in either case, any Substitute Rating Agency), shall be made independently of (and in addition to) any and all other interest rate adjustments occasioned by the action of the other Interest Rate Rating Agency;
(6) in no event will the interest rate on the Notes be reduced to below the Original Interest Rate; and
(7) subject to clauses (3) and (4) above, no adjustment in the interest rate on the Notes shall be made solely as a result of an Interest Rate Rating Agency ceasing to provide a rating on the Notes. If at any time the interest rate on the Notes has been adjusted upward and either of the Interest Rate Rating Agencies subsequently increases its rating of the Notes, the interest rate on the Notes will again be adjusted (and decreased, if appropriate) such that the interest rate on the Notes equals the interest rate on the Notes prior to any such adjustment plus (if applicable) an amount equal to the sum of the percentages per annum set forth opposite the ratings in the tables above with respect to the ratings assigned to the Notes (or deemed assigned) at that time, all calculated in accordance with the rules of interpretation set forth above. If Xxxxx’x or any Substitute Rating Agency subsequently increases its rating on the Notes to “Baa3” (or its equivalent if with respect to any Substitute Rating Agency) or higher and S&P or any Substitute Rating Agency subsequently increases its rating on the Notes to “BBB–” (or its equivalent if with respect to any Substitute Rating Agency) or higher, the interest rate on the Notes will be decreased to the interest rate on the Notes prior to any adjustments made pursuant to this Section 2 or clause [ ] of the Notes Supplemental Indenture. Any increase or decrease in the interest rate described in this Section 2 or clause [ ] of the Notes Supplemental Indenture shall take effect from the first day of the interest period commencing after immediately following the date on interest period during which a rating change occurs that requires requiring an adjustment in the interest rate. If any either Interest Rate Rating Agency changes its rating of the Notes of a series more than once prior to during any particular interest payment dateperiod, the last such change by such agency prior Interest Rate Rating Agency to such interest payment date will occur shall control in the event of a conflict for purposes of any interest rate increase or decrease in the interest rate. The interest rate shall permanently cease to be subject to any adjustment (notwithstanding any subsequent decrease in the ratings by either Interest Rate Rating Agency) if the Notes become rated “Baa1” or higher by Xxxxx’x (or its equivalent if with respect to the Notes of any Substitute Rating Agency) and “BBB+” or higher by S&P (or its equivalent if with respect to any Substitute Rating Agency), in each case with a series described above relating to such rating agency’s actionstable or positive outlook. If the interest rate payable on the Notes of a series is increased as described aboveset forth in this Section 2 and clause (e) of the Notes Supplemental Indenture, the term “interest,” ”, as used in the Indenture with respect to the Notes of such seriesNotes, will shall be deemed to include any such additional interest unless the context otherwise requires.]
Appears in 1 contract
Samples: Base Indenture (Denali Holding Inc.)
Interest Rate Adjustment. The interest rate payable on the Notes will be subject to adjustments from time to time if either Xxxxx’x Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors (“Moody’s”) or S&P Global Ratings, a division of S&P Global Inc., and its successors (“S&P”) or, if either of Moody’s or S&P orceases to rate the Notes or fails to make a rating of the Notes publicly available, if applicablein each case for reasons outside of the control of the Company, Fitch or any a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company (as certified by a resolution of the Company’s board Board of directorsDirectors) as a replacement agency for Moody’s or S&P, or both of them, as the case may be (each, a “Substitute Rating Agency”) ), downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the Notes, in the manner described below. Each of Moody’s, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.”
(a) If the rating assigned by Moody’s (or, if applicable, or any Substitute Rating AgencyAgency therefor) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes will increase such that it will equal from the interest rate payable on the Notes of such series on the date of their initial issuance plus issuance, by an amount equal the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(b) below“S&P Rating Percentage”): Xxxxx’x Rating* Percentage Ba1 0.25 0.25% Ba2 0.50 0.50% Ba3 0.75 0.75% B1 or below 1.00 1.00% * Including the equivalent ratings of any Substitute Rating Agency.
(b) . If the rating assigned by S&P (or, if applicable, or any Substitute Rating AgencyAgency therefor) of a series of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes of such series will increase such that it will equal from the interest rate payable on the Notes of such series on the date of their initial issuance plus issuance, by an amount equal the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(a) above“Xxxxx’x Rating Percentage”): S&P Rating* Percentage BB+ 0.25 0.25% BB 0.50 0.50% BB- 0.75 0.75% B+ or below 1.00 1.00% * Including the equivalent ratings of any Substitute Rating Agency. If at any time the interest rate on the Notes of a series has been increased and any of either Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor), as the Interest Rate Rating Agencies case may be, subsequently upgrades its rating of the Notes to any of such seriesthe ratings set forth above, the interest rate on the Notes of such series will be decreased such that the interest rate for the Notes of such series equals the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentages set forth opposite the ratings from the tables above in effect immediately following the upgrade in rating. If Moody’s (or any Substitute Rating AgencyAgency therefor) subsequently upgrades its rating of the Notes of such series to Baa3 (or its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P (or any Substitute Rating AgencyAgency therefor) upgrades its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes of such series will be decreased to the interest rate payable on the Notes of such series on the date of their initial issuance (and if one such upgrade occurs and the other does not, the interest rate on the Notes of such series will be decreased so that it does not reflect any increase attributable to the upgrading Interest Rate Rating Agencyrating agency). In addition, the interest rates on the Notes of a series will permanently cease to be subject to any adjustment described above herein (notwithstanding any subsequent downgrade in the ratings by any of the Interest Rate Rating Agencieseither or both rating agencies) if the Notes of such series become rated Baa1 and BBB+ (or, in either case, the equivalent thereof, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, any a Substitute Rating AgencyAgency therefor), respectively (or one of these ratings if the Notes of such series are only rated by one rating agency). Each adjustment required by any downgrade or upgrade in a rating set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any a Substitute Rating AgencyAgency therefor), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate on for the Notes of a series be reduced to below the interest rate payable on the Notes of such series on the date of their initial issuance or (2) the total increase in the interest rate on the Notes of such series exceed 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuance. issuance No adjustments in the interest rate of the Notes of a series shall be made solely as a result of an Interest Rate Rating Agency a rating agency ceasing to provide a rating on of the Notes of such seriesNotes. If at any time less than two Interest Rate Rating Agencies Moody’s or S&P ceases to provide a rating of the Notes of such series for reasons beyond the Company’s controlNotes, the Company will use its commercially reasonable efforts to obtain a rating of the Notes of such series from a Substitute Rating Agency, if one exists, in which case, for purposes of determining any increase or decrease in the interest rate on the Notes of such series pursuant to the tables above (a) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency rating agency to provide a rating of the Notes of such series but which has since ceased to provide such rating, (b) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company us and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (c) the interest rate on the Notes of a series will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes of a series on the date of their initial issuance plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agencyrating agency). For so long as only one Interest Rate Rating Agency rating agency provides a rating of the Notes of a seriesNotes, any subsequent increase or decrease in the interest rate of the Notes of such series necessitated by a reduction or increase in the rating by the Interest Rate Rating Agency rating agency providing the rating shall be twice the applicable percentage set forth in the applicable table above. For so long as no Interest Rate neither Moody’s nor S&P (nor, in either case, a Substitute Rating Agency therefor) provides a rating of the Notes of a seriesNotes, the interest rate on the Notes of such series will increase to, or remain at, as the case may be, 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuance. Any interest rate increase or decrease described above will take effect from the first day of the interest period commencing after Interest Payment Date following the date on which a rating change occurs that requires an adjustment in the interest rate. As such, interest will not accrue at such increased or decreased rate until the next Interest Payment Date following the date on which a rating change occurs. If any Interest Rate Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor) changes its rating of the Notes notes of a the applicable series more than once prior to any particular interest payment dateInterest Payment Date, the last change by such agency prior to such interest payment date Interest Payment Date will control for purposes of any interest rate increase or decrease with respect to the Notes of a series described above relating to such rating agency’s action. If the interest rate payable on the Notes of a series is increased as described above, the term “interest,” as used with respect to the Notes of such seriesNotes, will be deemed to include any such additional interest unless the context otherwise requires. The Company will advise the Trustee and the holders of any occurrence of a rating change that requires an interest rate increase or decrease described above within five Business Days. The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with rights of survivorship and not as tenants in common UNIF GIFT MIN ACT - _____________________________ Custodian for (Cust) _____________________________ (Minor) Under Uniform Gifts to Minors Act of _____________________________ (State) Additional abbreviations may also be used though not on the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto agent to transfer said Note on the books of the Company, with full power of substitution in the premises. Dated: ______________ ___, _____ NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular without alteration or enlargement, or any change whatsoever.
Appears in 1 contract
Samples: Supplemental Indenture (Westinghouse Air Brake Technologies Corp)
Interest Rate Adjustment. The interest rate payable on the Notes will be subject to adjustments adjustment from time to time if either Moody’s S&P or S&P Fitch or, if applicablein either case, Fitch or any “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company (as certified by a resolution of the Company’s board of directors) as a replacement for Moody’s or S&P, as the case may be (each, a “Substitute Rating Agency”) Agency downgrades (or downgrades and subsequently upgrades) the credit rating ratings assigned to the Notes, in the manner described below. Each of Moody’s, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agenciesin this Section 2.2.”
(a) If the rating assigned by Moody’s S&P (or, if applicable, or any Substitute Rating AgencyAgency therefor) of the Notes is decreased downgraded to a rating set forth in the immediately following table, the interest rate on the Notes will increase such that it will equal from the interest rate payable on the Notes of such series thereon on the date of their initial issuance plus by an amount equal to the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(bfollowing the succeeding paragraph): S&P Rating(1) below): Ba1 0.25 Percentage BB+ 0.25% Ba2 0.50 BB 0.50% Ba3 0.75 BB- 0.75% B1 B+ or below 1.00 % * 1.00%
(1) Including the equivalent ratings of any Substitute Rating AgencyAgency therefor.
(b) If the rating assigned by S&P Fitch (or, if applicable, or any Substitute Rating AgencyAgency therefor) of a series of the Notes is decreased downgraded to a rating set forth in the immediately following table, the interest rate on the Notes of such series will increase such that it will equal from the interest rate payable on the Notes of such series thereon on the date of their initial issuance plus by an amount equal to the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(afollowing the preceding paragraph): Fitch Rating(1) above): Percentage BB+ 0.25 0.25% BB 0.50 0.50% BB- 0.75 0.75% B+ or below 1.00 % * 1.00%
(1) Including the equivalent ratings of any Substitute Rating Agency. Agency therefor.
(c) If at any time the interest rate on the Notes of a series has been increased and S&P or Fitch (or, in either case, any of the Interest Rate Substitute Rating Agencies Agency) subsequently upgrades its rating of the Notes to any of such seriesthe ratings set forth in the tables in Sections 2.2(a) and 2.2(b), the interest rate on the Notes of such series will be decreased such that the interest rate for on the Notes of such series equals the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentages set forth opposite the ratings from set forth in the tables above in Sections 2.2(a) and 2.2(b) in effect immediately following the upgrade in rating. If Moody’s S&P and Fitch (or or, in either case, any Substitute Rating Agency) subsequently upgrades its rating upgrade their respective ratings of the Notes of such series to Baa3 (or its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P (or any Substitute Rating Agency) upgrades its rating to BBB- (or its equivalent, in the case of a any Substitute Rating Agency) or higher, the interest rate on the Notes of such series will be decreased to the interest rate payable on the Notes of such series thereon on the date of their initial issuance (and if one such upgrade occurs and the other does not, the interest rate on the Notes of such series will be decreased so that it does not reflect any increase of interest rate attributable to the upgrading Interest Rate Rating Agencyrating agency). In addition, the interest rates rate payable on the Notes of a series will permanently cease to be subject to any adjustment described above in Section 2.2(a) or 2.2(b) (notwithstanding any subsequent downgrade in the ratings by any of the Interest Rate Rating Agencieseither or both rating agencies) if the Notes of such series become rated Baa1 and BBB+ (or, in either case, or the equivalent thereof, in the case of a any Substitute Rating Agency) or higher by Moody’s each of S&P and Fitch (or, in either case, a Substitute Rating Agency) (or by one rating agency if the Notes are only rated by one rating agency and the Company has not obtained a rating on the Notes from a Substitute Rating Agency).
(d) Each adjustment required by any downgrade or upgrade in a rating set forth in this Section 2.2, whether occasioned by the action of S&P or Fitch (or, in either case, any Substitute Rating Agency), respectively (or one of these ratings if the Notes of such series are only rated by one rating agency). Each adjustment required by any downgrade or upgrade in a rating set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any Substitute Rating Agency), shall will be made independent of any and all other adjustments. In ; provided, however, that in no event shall (1i) the interest rate on the Notes of a series be reduced to below the interest rate payable on the Notes of such series thereon on the date of their initial issuance or (2ii) the total increase in the interest rate on the Notes of such series exceed 2.00% above the interest rate payable on the Notes of such series thereon on the date of their initial issuance. .
(e) No adjustments in to the interest rate of on the Notes of a series shall will be made solely as a result of an Interest Rate Rating Agency a rating agency ceasing to provide a rating on of the Notes of such seriesNotes. If at any time less than two Interest Rate Rating Agencies S&P or Fitch ceases to provide a rating of the Notes of such series for reasons beyond the Company’s controlany reason, the Company will use its commercially reasonable efforts to obtain a rating of the Notes of such series from a Substitute Rating Agency, if one exists, in which case, for purposes of determining any increase or decrease in the interest rate on the Notes of such series pursuant to the tables above in Sections 2.2(a) and 2.2(b), (ai) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency rating agency to provide a rating of the Notes of such series but which has since ceased to provide such rating, (bii) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company at its sole expense and, for purposes of determining the applicable ratings included in the applicable table above in Section 2.2(a) or 2.2(b) with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s S&P or S&PFitch, as applicable, in such table and (ciii) the interest rate on the Notes of a series will increase or decrease, as the case may be, such that the interest rate on the Notes equals the interest rate payable on the Notes of a series on the date of their initial issuance plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above in Section 2.2(a) or 2.2(b) (taking into account the provisions of clause (bii) aboveof this Section 2.2(e)) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agencyrating agency). .
(f) For so long as only one Interest Rate Rating Agency of S&P or Fitch provides a rating of the Notes of and the Company does not select a seriesSubstitute Rating Agency to replace the other rating agency, any subsequent increase or decrease in the interest rate of on the Notes of such series necessitated by a reduction downgrade or increase upgrade in the applicable rating by the Interest Rate Rating Agency rating agency providing the rating shall be twice the applicable percentage set forth in the applicable table abovein Section 2.2(a) or 2.2(b) (taking into account the provisions of clause (ii) of Section 2.2(e), if applicable). For so long as no Interest Rate none of S&P, Fitch or a Substitute Rating Agency provides a rating of the Notes of a seriesNotes, the interest rate on the Notes of such series will increase to, or remain at, as the case may be, 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuance. .
(g) Any interest rate increase or decrease on the Notes described above in this Section 2.2 will take effect from on the first day of the interest period commencing after next Business Day following the date on which a rating change occurs that requires an adjustment in the interest rate. If any Interest Rate Rating Agency changes its rating of rate on the Notes of a series more than once prior to any particular interest payment date, the last change by such agency prior to such interest payment date will control for purposes of any interest rate increase or decrease with respect to the Notes of a series described above relating to such rating agency’s action. Notes.
(h) If the interest rate payable on the Notes of a series is increased as described abovein this Section 2.2, the term “interest,” as used with respect to the Notes of such seriesNotes, will be deemed to include any such additional interest interest, unless the context otherwise requires.
(i) The Company shall promptly notify the Trustee upon becoming aware of any decrease in the rating assigned to the Notes by either S&P or Fitch (or any Substitute Rating Agency therefor). The Trustee shall not be responsible for and makes no representation as to any act or omission of any rating agency or any rating with respect to the Notes or the selection of a Substitute Rating Agency. The Trustee shall have no obligation to independently determine or verify if an event has occurred or notify the Holders of any event dependent upon the rating of the Notes, or if the rating on the Notes has been changed, suspended or withdrawn by any rating agency.
Appears in 1 contract
Samples: Third Supplemental Indenture (Fidelity & Guaranty Life Holdings, Inc.)
Interest Rate Adjustment. (a) The interest rate payable on the Notes will be subject to adjustments from time to time if either Moody’s or S&P or, if applicableeither Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside the Company’s control, Fitch or any a “nationally recognized statistical rating organization” within selected pursuant to the meaning definition of Section 3(a)(62) of the Exchange Act selected by the Company Rating Agency (as certified by a resolution of the Company’s board of directors) as a replacement for Moody’s or S&P, as the case may be (each, a “Substitute Rating Agency”) ), downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the Notes, in the manner described below. Each of in this Section 2.16.
(b) If the rating from Moody’s, S&P and ’s (or any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.”
(a) If the rating assigned by Moody’s (or, if applicable, any Substitute Rating Agencytherefor) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes will increase such that it will equal the interest rate payable on the Notes of such series on the date of their initial issuance this Supplemental Indenture plus the percentage set forth opposite the rating in ratings from the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(b) below): : Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency.%
(bc) If the rating assigned by from S&P (or, if applicable, or any Substitute Rating AgencyAgency therefor) of a series of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes of such series will increase such that it will equal the interest rate payable on the Notes of such series on the date of their initial issuance this Supplemental Indenture plus the percentage set forth opposite the rating in ratings from the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(a) above): below: BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency. %
(d) If at any time the interest rate on the Notes of a series has been increased and any of either Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor), as the Interest Rate Rating Agencies case may be, subsequently upgrades its rating of the Notes to any of such seriesthe threshold ratings set forth in subsections (b) and (c) of this Section 2.16, the interest rate on the Notes of such series will be decreased such that the interest rate for the Notes of such series equals the interest rate payable on the Notes of such series on the date of their initial issuance this Supplemental Indenture plus the percentages set forth opposite the ratings from the tables above in subsections (b) and (c) of this Section 2.16 in effect immediately following the upgrade in rating. If Moody’s (or any Substitute Rating AgencyAgency therefor) subsequently upgrades its rating of the Notes of such series to Baa3 (or its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P (or any Substitute Rating AgencyAgency therefor) upgrades its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes of such series will be decreased to the interest rate payable on the Notes of such series on the date of their initial issuance this Supplemental Indenture (and if one such upgrade occurs and the other does not, the interest rate on the Notes of such series will be decreased so that it does not reflect any increase attributable to the upgrading Interest Rate Rating Agency). In addition, the interest rates on the Notes of a series will permanently cease to be subject to any adjustment described above in subsections (b) and (c) of this Section 2.16 (notwithstanding any subsequent downgrade in the ratings by any of the Interest Rate either or both Rating Agencies) if the Notes of such series become rated Baa1 and BBB+ (or, in either case, or the equivalent thereofof either such rating, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, any a Substitute Rating AgencyAgency therefor), respectively (or one of these ratings if the Notes of such series are only rated by one rating agencyRating Agency). .
(e) Each adjustment required by any downgrade or upgrade in a rating set forth abovein subsections (b), (c) and (d) of this Section 2.16 (each, a “Ratings Adjustment”), whether occasioned by the action of Moody’s or S&P (or, in either case, any a Substitute Rating AgencyAgency therefor), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate on for the Notes of a series be reduced to below the interest rate payable on the Notes of such series on the date of their initial issuance this Supplemental Indenture or (2) the total increase in the interest rate on the Notes of such series exceed 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuance. this Supplemental Indenture.
(f) No adjustments in the interest rate of the Notes of a series shall be made solely as a result of an Interest Rate a Rating Agency ceasing to provide a rating on of the Notes of such seriesNotes. If at any time less than two Interest Rate Rating Agencies Moody’s or S&P ceases to provide a rating of the Notes of such series for reasons beyond the Company’s controlNotes, the Company will use its commercially reasonable efforts to obtain a rating of the Notes of such series from a Substitute Rating Agency, if to the extent one exists, in which caseand if a Substitute Rating Agency exists, for purposes of determining any increase or decrease in the interest rate on the Notes of such series pursuant to the tables above in subsections (ab) and (c) of this Section 2.16, (i) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency to provide a rating of the Notes of such series but which has since ceased to provide such rating, (bii) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table above set forth in subsections (b) and (c) of this Section 2.16 with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (ciii) the interest rate on the Notes of a series will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes of a series on the date of their initial issuance this Supplemental Indenture plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above set forth in subsections (b) or (c) of this Section 2.16 (taking into account the provisions of clause (bii) aboveof this Section 2.16(f)) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agency). .
(g) For so long as only one Interest Rate Rating Agency provides a rating of the Notes of a seriesNotes, any subsequent increase or decrease in the interest rate of the Notes of such series necessitated by a reduction or increase in the rating by the Interest Rate Rating Agency providing the rating shall be twice the applicable percentage set forth in the applicable table abovein subsections (b) or (c) of this Section 2.16. For so long as no Interest Rate none of Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor) provides a rating of the Notes of a seriesNotes, the interest rate on the Notes of such series will increase to, or remain at, as the case may be, 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuance. this Supplemental Indenture.
(h) Any interest rate increase or decrease described above in this Section 2.16 will take effect from the first day of the interest period commencing after Interest Payment Date following the date on which a rating change occurs that requires an adjustment in the interest rate. As such, interest will not accrue at such increased or decreased rate until the Interest Payment Date immediately following the date on which a rating change occurs. If any Interest Rate Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor) changes its rating of the Notes of a series more than once prior to any particular interest payment dateInterest Payment Date, the last change by such agency Ratings Agency prior to such interest payment date Interest Payment Date will control for purposes of any interest rate increase or decrease with respect to the Notes of a series described above in this Section 2.16 relating to such rating agencyRating Agency’s action. If the interest rate payable on the Notes of a series is increased as described abovein this Section 2.16, the term “interest,” as used with respect to the Notes of such seriesunder the Indenture or the Notes, will be deemed to include any such additional interest unless the context otherwise requires.
(i) The Company will promptly provide the Trustee with written notice of any increase or decrease in the interest rate due to a Ratings Adjustment.
Appears in 1 contract
Samples: Ninth Supplemental Indenture (Wyndham Worldwide Corp)
Interest Rate Adjustment. The interest rate payable will be subject to adjustments from time to time if either Moody’s or S&P or, if applicable, Fitch or any “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company (as certified by a resolution of the Company’s board of directors) as a replacement for Moody’s or S&P, as the case may be (each, a “Substitute Rating Agency”) downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the Notes, in the manner described below. Each of Moody’s, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.”
(a) If the rating assigned by of the Notes from Moody’s (or, if applicable, or any Substitute Rating Agency) of the Notes Agency thereof is decreased to a rating set forth in the immediately following table, the interest rate on the Notes will increase such that it will equal from the interest rate payable on the Notes of such series on the date of their initial issuance plus by the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(b) below): that rating: Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency.
(b) If the rating assigned by of the Notes from S&P (or, if applicable, or any Substitute Rating Agency) of a series of Notes Agency thereof is decreased to a rating set forth in the immediately following table, the interest rate on the Notes of such series will increase such that it will equal from the interest rate payable on the Notes of such series on the date of their initial issuance plus by the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(a) above): that rating: BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency. .
(c) If at any time the interest rate on the Notes of a series has been increased adjusted upward and either Moody’s or S&P (or, in either case, any Substitute Rating Agency thereof) subsequently increases its rating of Notes to any of the Interest Rate Rating Agencies subsequently upgrades its rating of the Notes of such seriesthreshold ratings set forth above, the interest rate on the Notes of such series will be decreased such that the interest rate for the Notes of such series equals the interest rate payable on the Notes of such series on the date of their initial issuance plus the applicable percentages set forth opposite the ratings from the tables above in effect immediately following the upgrade in ratingincrease. If Moody’s (or any Substitute Rating Agency) Agency thereof subsequently upgrades increases its rating of the Notes of such series to Baa3 (or its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P (or any Substitute Rating Agency) upgrades Agency thereof increases its rating of the Notes to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher, then the interest rate on the Notes of such series will be decreased to the interest rate payable on the Notes of such series on the date of their initial issuance issuance.
(and if one such upgrade occurs and the other does not, the interest rate on the Notes of such series will be decreased so that it does not reflect any increase attributable to the upgrading Interest Rate Rating Agency). In addition, the interest rates on the Notes of a series will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade in the ratings by any of the Interest Rate Rating Agenciesd) if the Notes of such series become rated Baa1 and BBB+ (or, in either case, the equivalent thereof, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, any Substitute Rating Agency), respectively (or one of these ratings if the Notes of such series are only rated by one rating agency). Each adjustment required by any downgrade decrease or upgrade increase in a rating set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any Substitute Rating AgencyAgency thereof), shall be made independent of (and in addition to) any and all other adjustments. In no event shall (1) the interest rate on for the Notes of a series be reduced to below the interest rate payable on the Notes of such series on the date of their initial issuance or (2) the total increase in the interest rate on the Notes of such series exceed 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuance. No adjustments in the interest rate of the Notes of a series shall be made solely as a result of an Interest Rate Rating Agency ceasing to provide a rating on the Notes of such series. If at any time less than two Interest Rate Rating Agencies provide a rating of the Notes of such series for reasons beyond the Company’s control, the Company will use its commercially reasonable efforts to obtain a rating of the Notes of such series from a Substitute Rating Agency, if one exists, in which case, for purposes of determining any increase or decrease in the interest rate on the Notes of such series pursuant to the tables above (a) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency to provide a rating of the Notes of such series but which has since ceased to provide such rating, (b) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (c) the interest rate on the Notes of a series will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes of a series on the date of their initial issuance plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agency). For so long as only one Interest Rate Rating Agency provides a rating of the Notes of a series, any subsequent increase or decrease in the interest rate of the Notes of such series necessitated by a reduction or increase in the rating by the Interest Rate Rating Agency providing the rating shall be twice the applicable percentage set forth in the applicable table above. For so long as no Interest Rate Rating Agency provides a rating of the Notes of a series, the interest rate on the Notes of such series will increase to, or remain at, as the case may be, 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuance. Any interest rate increase or decrease described above will take effect from the first day of the interest period commencing after the date on which a rating change occurs that requires an adjustment in the interest rate. If any Interest Rate Rating Agency changes its rating of the Notes of a series more than once prior to any particular interest payment date, the last change by such agency prior to such interest payment date will control for purposes of any interest rate increase or decrease with respect to the Notes of a series described above relating to such rating agency’s action. If the interest rate payable on the Notes of a series is increased as described above, the term “interest,” as used with respect to the Notes of such series, will be deemed to include any such additional interest unless the context otherwise requires.
Appears in 1 contract
Samples: Indenture (Wells Real Estate Investment Trust Ii Inc)
Interest Rate Adjustment. (a) The interest rate payable on any series of Notes will be subject to adjustments from time to time if either Moody’s or S&P S&P, or, if applicablein either case, Fitch or any “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company (as certified by a resolution of the Company’s board of directors) as a replacement for Moody’s or S&P, as the case may be (each, a “Substitute Rating Agency”) Agency downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the NotesNotes of such series, in the manner described below. Each of Moody’s, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.”
(a) If the rating assigned by Moody’s (or, if applicable, any Substitute Rating Agency) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes will increase such that it will equal the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(b) below): Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency.:
(b) If the rating assigned by S&P from Moody’s (or, if applicable, or any Substitute Rating AgencyAgency therefor) of a the Notes of any series of Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes of such series will increase such that it will equal the interest rate payable on the Notes of such series on the date of their initial issuance issuance, plus the percentage set forth opposite the rating in ratings from the table below below, plus any applicable percentage from the immediately following clause (plus, if applicable, the percentage set forth opposite the rating in the table under c) of this Section 108(a) above): BB+ 0.25 2.4. Xxxxx’x Rating* Percentage Ba1 0.250 % BB 0.50 Ba2 0.500 % BB- 0.75 Ba3 0.750 % B+ B1 or below 1.00 1.000 % * Including the equivalent ratings ratings, in either case of any Substitute Rating Agency. If at Agency or under any time successor rating categories of Moody’s.
(c) In addition, if the interest rate on the Notes of a series has been increased and rating from S&P (or any of the Interest Rate Substitute Rating Agencies subsequently upgrades its rating Agency therefor) of the Notes of such seriesany series is decreased to a rating set forth in the immediately following table, the interest rate on the Notes of such series will be decreased increase such that the interest rate for the Notes of such series equals it will equal the interest rate payable on the Notes of such series on the date of their initial issuance issuance, plus the percentage set forth opposite the ratings from the table below, plus any applicable percentage from the immediately preceding clause (b) of this Section 2.4. S&P Rating* Percentage BB+ 0.250 % BB 0.500 % BB- 0.750 % B+ or below 1.000 % * Including the equivalent ratings, in either case of any Substitute Rating Agency or under any successor rating categories of S&P.
(d) Notwithstanding the foregoing, if at any time the interest rate on the Notes of any series has been adjusted upward and either Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor), as the case may be, subsequently increases its rating of the Notes of that series to any of the threshold ratings set forth above, the interest rate on the Notes of that series will be decreased such that the interest rate for the Notes of that series equals the interest rate payable on the Notes of that series on the date of their initial issuance, plus the percentages set forth opposite the ratings from the tables in Section 2.4(b) and (c) above in effect immediately following the upgrade increase in rating. If Moody’s (or any Substitute Rating AgencyAgency therefor) subsequently upgrades increases its rating of the Notes of such a series to Baa3 or higher (or its respective equivalent, in the either case of a any Substitute Rating AgencyAgency or under any successor rating categories of Moody’s) or higher, and S&P (or any Substitute Rating AgencyAgency therefor) upgrades increases its rating to BBB- or higher (or its respective equivalent, in the either case of a any Substitute Rating Agency) Agency or higherunder any successor rating categories of S&P), the interest rate on the Notes of such that series will be decreased to the interest rate payable on the Notes of such that series on the date of their initial issuance issuance.
(and if one such upgrade occurs and the other does not, the interest rate on the Notes of such series will be decreased so that it does not reflect any increase attributable to the upgrading Interest Rate Rating Agency). In addition, the e) The interest rates on the Notes of a any series will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade in the ratings by any of the Interest Rate Rating Agencieseither or both Moody’s or S&P) if the Notes of such series become rated Baa1 Baa2 and BBB+ BBB (or, in either case, or the equivalent thereofof either such rating, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, any a Substitute Rating AgencyAgency therefor), respectively (or one of these ratings if the Notes of such series are only rated by one rating agencyRating Agency). In such case, the interest rate on the Notes of that series will be the interest rate payable on the Notes of that series on the date of their initial issuance.
(f) Each adjustment required by any downgrade decrease or upgrade increase in a rating set forth aboveabove (or an equivalent rating, in either case of any Substitute Rating Agency or under any successor rating categories of Moody’s or S&P, as the case may be), whether occasioned by the action of Moody’s or S&P (or, in either case, any a Substitute Rating AgencyAgency therefor), shall be made independent of any and all other adjustments. In ; provided, however, in no event shall (1) the interest rate on for the Notes of a any series be reduced to below the interest rate payable on the Notes of such that series on the date of their initial issuance issuance, or (2) the total increase in the interest rate on the Notes of such any series exceed 2.002.000% above the interest rate payable on the Notes of such that series on the date of their initial issuance. No .
(g) Except as provided in this Section 2.4(g) and the immediately following Section 2.4(h), no adjustments in the interest rate of the Notes of a series shall be made solely as a result of an Interest Rate a Rating Agency ceasing to provide a rating on the Notes of such seriesseries of Notes. If at any time less fewer than two Interest Rate Rating Agencies rating agencies provide a rating of the Notes of such a series for reasons any reason beyond the CompanyIssuer’s control, the Company Issuer will use its commercially reasonable efforts to obtain a rating of the Notes of such series of Notes from a Substitute Rating Agency, if to the extent one exists, in which caseand if a Substitute Rating Agency exists, for purposes of determining any increase or decrease in the interest rate on the Notes of such a series pursuant to the tables above above:
(ai) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency to provide a rating of the Notes such series of such series Notes, but which has since ceased to provide such rating, ;
(bii) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company Issuer and, for purposes of determining the applicable ratings included in the applicable table tables in Section 2.4(b) and (c) above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and table; and
(ciii) the interest rate on the Notes of a such series will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes of a such series on the date of their initial issuance issuance, plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table in Section 2.4(b) and (c) above (taking into account the provisions of clause (bi) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agencyrating agency). .
(h) For so long as only one Interest Rate Rating Agency provides a rating of the Notes of a series, any subsequent increase or decrease in the interest rate of the Notes of such series of Notes necessitated by a reduction or increase in the rating by the Interest Rate Rating Agency providing the rating shall be twice the applicable percentage set forth in the applicable table in Section 2.4(b) and (c) above. For so long as no Interest Rate none of Moody’s, S&P or a Substitute Rating Agency provides a rating of the Notes of a series, the interest rate on the Notes of such series will increase to, or remain at, as the case may be, 2.002.000% above the interest rate payable on the Notes of such series on the date of their initial issuance. If Moody’s or S&P either ceases to rate the Notes of a series for reasons within the Issuer’s control or ceases to make a rating of the Notes of such series publicly available for reasons within the Issuer’s control, the Issuer will not be entitled to obtain a rating from a Substitute Rating Agency and the increase or decrease in the interest rate of the Notes of such series shall be determined in the manner described above as if either only one or no Rating Agency provides a rating of the Notes of such series.
(i) Any interest rate increase or decrease described above will take effect from the first day of the interest period period, commencing after the date on which a rating change occurs that requires an adjustment in the interest rate. As such, interest will not accrue at such increased or decreased rate until the next interest payment date following the date on which the rating change occurs. If any Interest Rate Moody’s, or S&P (or, in either case, a Substitute Rating Agency therefor) changes its rating of the Notes of a series more than once prior to during any particular interest payment dateperiod, the last change by such agency prior to such interest payment date will control for purposes of any interest rate increase or decrease with respect to the Notes of a such series described above relating to such rating agencyRating Agency’s action. .
(j) If the interest rate payable on the Notes of a series is increased as described aboveunder this Section 2.4, the term “interest,” as used with respect to the Notes of such that series, will be deemed to include any such additional interest unless the context otherwise requires. The Trustee or the Paying Agent in no event shall have any obligations whatsoever to determine the interest rate on the Notes or a change in the applicable interest rate. The interest rate and the amount of interest payable on the Notes of any series will be determined and calculated by the Issuer. For the avoidance of doubt, neither the Trustee nor the Paying Agent shall have any duty to monitor any ratings of the Notes, or to determine if an adjustment to any interest rate is to be made or what an interest rate should be, or make any other determinations or calculations in respect of the interest amounts due on the Notes, or to notify the Holders of any of the foregoing or determine the consequences thereof.
Appears in 1 contract
Interest Rate Adjustment. The (a) If an Interest Rate Adjustment Triggering Event occurs in relation to the Notes, the interest rate payable on the Notes will be subject increase to adjustments from time to time if either Moody7.375%. If Standard & Poor’s or S&P Ratings Services, a division of McGraw-Hxxx, Xxx. (“S&P”) (or, if applicable, Fitch or any “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company (as certified by a resolution of the Company’s board of directors) as a replacement for Moody’s or S&P, as the case may be (each, a “Substitute Rating Agency”) downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the Notes, in the manner described below. Each of Moody’s, S&P and any Substitute Rating Agency is an (as defined below)), at any time subsequently increases its rating on the Notes to “Interest Rate BBB-” or higher (or the equivalent ratings of any Substitute Rating Agency,” and together they are “Interest Rate Rating Agencies.”
(a) If the rating assigned by Moody’s after S&P (or, if applicable, any Substitute Rating Agency) of previously lowered the rating on the Notes is decreased to a rating set forth in “BB+” or lower (or the immediately following tableequivalent ratings of any Substitute Rating Agency), the interest rate on the Notes will increase be decreased such that it will equal the interest rate payable on the Notes of such series equals 6.875%. In no event will (i) the interest rate on the Notes be reduced to below 6.875% or (ii) the interest rate on the Notes exceed 7.375%.
(b) If at any time (i) S&P is not providing a rating on the Notes and (ii) the Company obtains or continues to have a rating on the Notes from Fitch Ratings Inc. (“Fitch”) or Moody’s Xxxxxxxtion (“Moody’s”), Xxxxh or Moody’s, xx xxxlicable, will be a “Substitute Rating Agency.”
(c) Any such interest rate increase or decrease will take effect on the first day of the interest period commencing after the date of their initial issuance plus the percentage set forth opposite the rating in the table below on which (plusi) an Interest Rate Adjustment Triggering Event has occurred or (ii) S&P (or, if applicable, any Substitute Rating Agency) at any time subsequently increases its rating on the percentage set forth opposite the rating in the table under Section 108(b) below): Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 Notes to “BBB-” or below 1.00 % * Including higher (or the equivalent ratings of any Substitute Rating Agency.
). If S&P (bor, if applicable, any Substitute Rating Agency) If changes its rating on the Notes (including by withdrawal of its rating assigned at the Company’s request) more than once during any particular interest period, the last such change by S&P (or, if applicable, any Substitute Rating Agency) of a series of Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes of such series occur will increase such that it will equal the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(a) above): BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency. If at any time the interest rate on the Notes of a series has been increased and any of the Interest Rate Rating Agencies subsequently upgrades its rating of the Notes of such series, the interest rate on the Notes of such series will be decreased such that the interest rate for the Notes of such series equals the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentages set forth opposite the ratings from the tables above in effect immediately following the upgrade in rating. If Moody’s (or any Substitute Rating Agency) subsequently upgrades its rating of the Notes of such series to Baa3 (or its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P (or any Substitute Rating Agency) upgrades its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes of such series will be decreased to the interest rate payable on the Notes of such series on the date of their initial issuance (and if one such upgrade occurs and the other does not, the interest rate on the Notes of such series will be decreased so that it does not reflect any increase attributable to the upgrading Interest Rate Rating Agency). In addition, the interest rates on the Notes of a series will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade in the ratings by any of the Interest Rate Rating Agencies) if the Notes of such series become rated Baa1 and BBB+ (or, in either case, the equivalent thereof, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, any Substitute Rating Agency), respectively (or one of these ratings if the Notes of such series are only rated by one rating agency). Each adjustment required by any downgrade or upgrade in a rating set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any Substitute Rating Agency), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate on the Notes of a series be reduced to below the interest rate payable on the Notes of such series on the date of their initial issuance or (2) the total increase in the interest rate on the Notes of such series exceed 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuance. No adjustments in the interest rate of the Notes of a series shall be made solely as a result of an Interest Rate Rating Agency ceasing to provide a rating on the Notes of such series. If at any time less than two Interest Rate Rating Agencies provide a rating of the Notes of such series for reasons beyond the Company’s control, the Company will use its commercially reasonable efforts to obtain a rating of the Notes of such series from a Substitute Rating Agency, if one exists, in which case, control for purposes of determining any increase or decrease in the interest rate on the Notes of such series pursuant to the tables above (a) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency to provide a rating of the Notes of such series but which has since ceased to provide such rating, (b) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agencythe Notes. An interest period is the period commencing on an interest payment date and ending on the day preceding the next following interest payment date, such ratings provided that first interest period will be deemed to be commence on the equivalent ratings used by Moody’s or S&P, as applicable, in such table day the Notes are delivered and will end on the day preceding the next following interest payment date.
(cd) If the interest rate on the Notes of a series will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes of a series on the date of their initial issuance plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agency). For so long as only one Interest Rate Rating Agency provides a rating of the Notes of a series, any subsequent increase or decrease in the interest rate of the Notes of such series necessitated by a reduction or increase in the rating by the Interest Rate Rating Agency providing the rating shall be twice the applicable percentage set forth in the applicable table above. For so long as no Interest Rate Rating Agency provides a rating of the Notes of a series, the interest rate on the Notes of such series will increase to, or remain at, as the case may be, 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuance. Any interest rate increase or decrease described above will take effect from the first day of the interest period commencing after the date on which a rating change occurs that requires an adjustment in the interest rate. If any Interest Rate Rating Agency changes its rating of the Notes of a series more than once prior to any particular interest payment date, the last change by such agency prior to such interest payment date will control for purposes of any interest rate increase or decrease with respect to the Notes of a series described above relating to such rating agency’s action. If the interest rate payable on the Notes of a series is increased as described aboveincreased, the term “interest,” as used with respect to the Notes of such seriesNotes, will be deemed to include any such additional interest interest, unless the context otherwise requires.. For purposes of the interest rate adjustment provisions relating to the Notes, the following terms will be applicable:
Appears in 1 contract
Interest Rate Adjustment. The interest rate payable on the Notes will be subject to adjustments from time to time if either Moody’s or S&P or, if applicable, Fitch either of Moody’s or any “nationally recognized statistical S&P ceases to rate the Notes or fails to make a rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company (as certified by a resolution Notes publicly available, in each case for reasons outside of the Company’s board of directors) as a replacement for Moody’s or S&P, as the case may be (eachcontrol, a “Substitute Rating Agency”) Agency downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the Notes, in the manner described below. Each of Moody’s, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.”
(a) If the rating assigned by Moody’s (or, if applicable, or any Substitute Rating AgencyAgency therefor) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes will increase such that it will equal the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(b) below“—S&P Rating Percentage”): Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency.
(b) . If the rating assigned by S&P (or, if applicable, or any Substitute Rating AgencyAgency therefor) of a series of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes of such series will increase such that it will equal the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(a) above“—Xxxxx’x Rating Percentage”): BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency. If at any time the interest rate on the Notes of a series has been increased and any of either Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor), as the Interest Rate Rating Agencies case may be, subsequently upgrades its rating of the Notes to any of such seriesthe threshold ratings set forth above, the interest rate on the Notes of such series will be decreased such that the interest rate for the Notes of such series equals the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentages set forth opposite the ratings from the tables above in effect immediately following the upgrade in rating. If Moody’s (or any Substitute Rating AgencyAgency therefor) subsequently upgrades its rating of the Notes of such series to Baa3 (or its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P (or any Substitute Rating AgencyAgency therefor) upgrades its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes of such series will be decreased to the interest rate payable on the Notes of such series on the date of their initial issuance (and if one such upgrade occurs and the other does not, the interest rate on the Notes of such series will be decreased so that it does not reflect any increase attributable to the upgrading Interest Rate Rating Agencyrating agency). In addition, the interest rates on the Notes of a series will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade in the ratings by any of the Interest Rate Rating Agencieseither or both rating agencies) if the Notes of such series become rated Baa1 and BBB+ (or, in either case, the equivalent thereof, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, any a Substitute Rating AgencyAgency therefor), respectively (or one of these ratings if the Notes of such series are only rated by one rating agency). Each adjustment required by any downgrade or upgrade in a rating set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any a Substitute Rating AgencyAgency therefor), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate on for the Notes of a series be reduced to below the interest rate payable on the Notes of such series on the date of their initial issuance or (2) the total increase in the interest rate on the Notes of such series exceed 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuance. No adjustments in the interest rate of the Notes of a series shall be made solely as a result of an Interest Rate Rating Agency a rating agency ceasing to provide a rating on of the Notes of such seriesNotes. If at any time less than two Interest Rate Rating Agencies Moody’s or S&P ceases to provide a rating of the Notes of such series for reasons beyond the Company’s controlNotes, the Company will use its commercially reasonable efforts to obtain a rating of the Notes of such series from a Substitute Rating Agency, if one exists, in which case, for purposes of determining any increase or decrease in the interest rate on the Notes of such series pursuant to the tables above (a) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency rating agency to provide a rating of the Notes of such series but which has since ceased to provide such rating, (b) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (c) the interest rate on the Notes of a series will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes of a series on the date of their initial issuance plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agencyrating agency). For so long as only one Interest Rate Rating Agency rating agency provides a rating of the Notes of a seriesNotes, any subsequent increase or decrease in the interest rate of the Notes of such series necessitated by a reduction or increase in the rating by the Interest Rate Rating Agency rating agency providing the rating shall be twice the applicable percentage set forth in the applicable table above. For so long as no Interest Rate none of Moody’s nor S&P (nor, in either case, a Substitute Rating Agency therefor) provides a rating of the Notes of a seriesNotes, the interest rate on the Notes of such series will increase to, or remain at, as the case may be, 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuance. Any interest rate increase or decrease described above will take effect from the first day of the interest period commencing after Interest Payment Date following the date on which a rating change occurs that requires an adjustment in the interest rate. As such, interest will not accrue at such increased or decreased rate until the next Interest Payment Date following the date on which a rating change occurs. If any Interest Rate Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor) changes its rating of the Notes of a series more than once prior to any particular interest payment dateInterest Payment Date, the last change by such agency prior to such interest payment date Interest Payment Date will control for purposes of any interest rate increase or decrease with respect to the Notes of a series described above relating to such rating agency’s action. If the interest rate payable on the Notes of a series is increased as described above, the term “interest,” as used with respect to the Notes of such seriesNotes, will be deemed to include any such additional interest unless the context otherwise requires. Upon becoming aware of a downgrade (or downgrade and subsequent upgrade) of the credit rating assigned to the Notes by Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor), the Company will promptly notify the Trustee in writing of the new interest rate and the new interest rate’s effective date.
Appears in 1 contract
Interest Rate Adjustment. The interest rate payable on the Notes will be subject to adjustments adjustment from time to time if either Moody’s or S&P any two of S&P, Xxxxx’x and Xxxxx (or, if applicablein each case, Fitch or any “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company (as certified by a resolution of the Company’s board of directors) as a replacement for Moody’s or S&P, as the case may be (each, a “Substitute Rating Agency”Agency therefor) downgrades downgrade (or downgrades downgrade and subsequently upgradesupgrade) the credit rating ratings assigned to the Notes, in the manner described below. Each of Moody’s, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agenciesin this Section 2.2.”
(a) If the rating assigned by Moody’s any two of S&P, Xxxxx’x and Xxxxx (or, if applicable, or any Substitute Rating AgencyAgency therefor) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes will increase such be adjusted so that it will is equal to the interest rate payable on the Notes of such series thereon on the date of their initial issuance plus an amount equal to the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(b) below): Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agencylowest applicable rating.
(b) If the rating assigned by S&P any two of S&P, Xxxxx’x and Xxxxx (or, if applicablein each case, any Substitute Rating Agency) of a series of Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes of such series will increase such that it will equal the interest rate payable on the Notes of such series on the date of subsequently upgrade their initial issuance plus the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(a) above): BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % * Including the equivalent respective ratings of any Substitute Rating Agency. If at any time the interest rate on the Notes of a series has been increased and any of the Interest Rate Rating Agencies subsequently upgrades its rating of the Notes to, or if any two of such series, the interest rate on rating agencies have otherwise assigned the Notes of such series will be decreased such that the interest rate for the Notes of such series equals the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentages set forth opposite the respective ratings from the tables above in effect immediately following the upgrade in rating. If Moody’s (or any Substitute Rating Agency) subsequently upgrades its rating of the Notes of such series to of, BBB-, Baa3 (or its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P (or any Substitute Rating Agency) upgrades its rating to BBB- (or its equivalent, in the case of a any Substitute Rating Agency) or higher, the interest rate on the Notes of such series will be decreased to the interest rate payable on the Notes of such series thereon on the date of their initial issuance (and if one such upgrade occurs and the other does not, the interest rate on the Notes of such series will be decreased so that it does not reflect any increase attributable to the upgrading Interest Rate Rating Agency)issuance. In addition, the interest rates rate payable on the Notes of a series will permanently cease to be subject to any adjustment described above in Section 2.2(a) (notwithstanding any subsequent downgrade in the ratings by any of the Interest Rate Rating Agenciesor all rating agencies) if the Notes of such series become rated BBB+, Baa1 and BBB+ BBB+, respectively (or, in either case, or the equivalent thereof, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, any Substitute Rating Agency), respectively or higher by each of S&P, Xxxxx’x and Xxxxx (or, in each case, a Substitute Rating Agency) (or (i) by one of these ratings rating agency if the Notes of such series are only rated by one rating agency). Each adjustment required agency or (ii) by any downgrade or upgrade two rating agencies if the Notes are only rated by two rating agencies, and in each case, the Company has not obtained a rating set forth above, whether occasioned by on the action of Moody’s or S&P (or, in either case, any Notes from a Substitute Rating Agency), shall be made independent of any and all other adjustments. .
(c) In no event shall (1i) the interest rate on the Notes of a series be reduced to below the interest rate payable on the Notes of such series thereon on the date of their initial issuance or (2ii) the total increase in the interest rate on the Notes of such series exceed 2.00% above the interest rate payable on the Notes of such series thereon on the date of their initial issuance. .
(d) No adjustments in to the interest rate of on the Notes of a series shall will be made solely as a result of an Interest Rate Rating Agency a rating agency ceasing to provide a rating on of the Notes of such seriesNotes. If at any time less than two Interest Rate Rating Agencies S&P, Moody’s or Xxxxx ceases to provide a rating of the Notes of such series for reasons beyond the Company’s controlany reason, the Company will use its commercially reasonable efforts to obtain a rating of the Notes of such series from a Substitute Rating Agency, if one exists, in which case, for purposes of determining any increase or decrease in the interest rate on the Notes of such series pursuant to the tables above table in Section 2.2(a), (ai) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency rating agency to provide a rating of the Notes of such series but which has since ceased to provide such rating, (bii) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company at its sole expense and, for purposes of determining the applicable ratings included in the applicable table above in Section 2.2(a) with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s S&P, Xxxxx’x or S&PXxxxx, as applicable, in such table and (ciii) any increase or decrease in the interest rate on the Notes as a result of a series an upgrade or downgrade by such Substitute Rating Agency will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes of a series on the date of their initial issuance plus be determined by reference to the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above in Section 2.2(a) (taking into account the provisions of clause (bii) aboveof this Section 2.2(d)) (plus any the applicable percentage resulting from a decreased or subsequently increased rating by one of the other Interest Rate Rating Agencytwo rating agencies). .
(e) For so long as only one Interest Rate Rating Agency provides two of S&P, Xxxxx’x and Xxxxx provide a rating of the Notes of and the Company does not select a seriesSubstitute Rating Agency to replace the other rating agency, any subsequent increase or decrease in the interest rate on the Notes necessitated by a downgrade or upgrade in the applicable rating by the rating agencies providing the ratings shall be equal to the sum of the percentages set forth opposite each of such ratings in the table in Section 2.2(a). For so long as only one of S&P, Xxxxx’x or Xxxxx provides a rating of the Notes and the Company does not select a Substitute Rating Agency to replace either of such series the other two rating agencies, any subsequent increase or decrease in the interest rate on the Notes necessitated by a reduction downgrade or increase upgrade in the applicable rating by the Interest Rate Rating Agency rating agency providing the rating shall be equal to twice the applicable percentage set forth in the applicable table abovein Section 2.2(a). For so long as no Interest Rate none of S&P, Xxxxx’x, Xxxxx or a Substitute Rating Agency provides a rating of the Notes of a seriesNotes, the interest rate on the Notes of such series will increase to, or remain at, as the case may be, 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuance. .
(f) Any interest rate increase or decrease on the Notes described above in this Section 2.2 will take effect from on the first day of the interest period commencing after next Business Day following the date on which a rating change occurs that requires an adjustment in the interest rate. If any Interest Rate Rating Agency changes its rating of rate on the Notes of a series more than once prior to any particular interest payment date, the last change by such agency prior to such interest payment date will control for purposes of any interest rate increase or decrease with respect to the Notes of a series described above relating to such rating agency’s action. Notes.
(g) If the interest rate payable on the Notes of a series is increased as described abovein this Section 2.2, the term “interest,” as used with respect to the Notes of such seriesNotes, will be deemed to include any such additional interest interest, unless the context otherwise requires.
(h) The Company shall promptly notify the Trustee upon becoming aware of any decrease in the rating assigned to the Notes by any of S&P, Xxxxx’x or Xxxxx (or any Substitute Rating Agency therefor). The Trustee shall not be responsible for and makes no representation as to any act or omission of any rating agency or any rating with respect to the Notes or the selection of a Substitute Rating Agency. The Trustee shall have no obligation to independently determine or verify if an event has occurred or notify the Holders of any event dependent upon the rating of the Notes, or if the rating on the Notes has been changed, suspended or withdrawn by any rating agency.
Appears in 1 contract
Samples: Supplemental Indenture (F&G Annuities & Life, Inc.)
Interest Rate Adjustment. The interest rate payable will on the 2046 Notes shall be subject to adjustments adjustment from time to time if either Moody’s Xxxxx’x or S&P (or, if applicable, Fitch or any a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of under the Exchange Act selected by the Company (as certified by a resolution of Issuers under the Company’s board of directors) Indenture, as a replacement for Moody’s Xxxxx’x or S&P, or both, as the case may be (each, a “Substitute Rating Agency”)) downgrades (or downgrades and subsequently upgrades) the credit its rating assigned to the 2046 Notes, in the manner described as set forth below. Each of Moody’sXxxxx’x, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.”
” The Trustee shall not be responsible for monitoring the ratings of the 2046 Notes. The Issuers shall notify the Trustee in writing of any adjustment to the interest rate due to a ratings change pursuant to this Section 2 or Section 1(e) of the 2046 Notes Supplemental Indenture (a) as defined below). If the rating assigned by Moody’s of the 2046 Notes from one or both of Xxxxx’x or S&P (or, if applicable, any Substitute Rating Agency) of the Notes is decreased to a rating set forth in either of the immediately following tabletables, the interest rate on the 2046 Notes will shall increase such that it will from the Original Interest Rate by an amount equal to the interest rate payable on sum of the Notes of such series on the date of their initial issuance plus the percentage percentages per annum set forth opposite the rating in the table below (plus, if applicable, the percentage set forth following tables opposite the rating in the table under Section 108(b) below): those ratings: Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency.
(b) If the rating assigned by S&P (or, if applicable, any Substitute Rating Agency) of a series of Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes of such series will increase such that it will equal the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(a) above): BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % * Including the equivalent ratings of any Substitute Rating AgencyAgency therefor. If at any time For purposes of making adjustments to the interest rate on the Notes of a series has been increased and any of the Interest Rate Rating Agencies subsequently upgrades its rating of the Notes of such series2046 Notes, the interest rate on the Notes following rules of such series interpretation will be decreased such that the interest rate for the Notes of such series equals the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentages set forth opposite the ratings from the tables above in effect immediately following the upgrade in rating. If Moody’s (or any Substitute Rating Agency) subsequently upgrades its rating of the Notes of such series to Baa3 (or its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P (or any Substitute Rating Agency) upgrades its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes of such series will be decreased to the interest rate payable on the Notes of such series on the date of their initial issuance (and if one such upgrade occurs and the other does not, the interest rate on the Notes of such series will be decreased so that it does not reflect any increase attributable to the upgrading Interest Rate Rating Agency). In addition, the interest rates on the Notes of a series will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade in the ratings by any of the Interest Rate Rating Agencies) if the Notes of such series become rated Baa1 and BBB+ (or, in either case, the equivalent thereof, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, any Substitute Rating Agency), respectively (or one of these ratings if the Notes of such series are only rated by one rating agency). Each adjustment required by any downgrade or upgrade in a rating set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any Substitute Rating Agency), shall be made independent of any and all other adjustments. In no event shall apply:
(1) the interest rate on the Notes of a series be reduced to below the interest rate payable on the Notes of such series on the date of their initial issuance or (2) the total increase in the interest rate on the Notes of such series exceed 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuance. No adjustments in the interest rate of the Notes of a series shall be made solely as a result of an Interest Rate Rating Agency ceasing to provide a rating on the Notes of such series. If if at any time less than two Interest Rate Rating Agencies provide a rating of on the 2046 Notes of such series for reasons beyond not within the Company’s control, Issuers’ control (i) the Company Issuers will use its commercially reasonable efforts to obtain a rating of on the 2046 Notes of such series from a Substitute Rating Agency, if one exists, in which case, Agency for purposes of determining any increase or decrease in the interest rate on the 2046 Notes of such series pursuant to the tables above above, (aii) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency to provide a rating of on the 2046 Notes of such series but which has since ceased to provide such rating, (biii) the relative rating ratings scale used by such Substitute Rating Agency to assign ratings to senior unsecured secured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company Issuers and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will shall be deemed to be the equivalent ratings used by Moody’s Xxxxx’x or S&P, as applicable, in such table table, and (civ) the interest rate on the 2046 Notes of a series will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes of a series on the date of their initial issuance Original Interest Rate plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (biii) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agency). For ;
(2) for so long as only one Interest Rate Rating Agency provides a rating of on the Notes of a series2046 Notes, any subsequent increase or decrease in the interest rate of on the 2046 Notes of such series necessitated by a reduction or increase in the rating by the that Interest Rate Rating Agency providing the rating shall be twice the applicable percentage set forth in the applicable table above. For so long as no ;
(3) if both Interest Rate Rating Agency provides Agencies cease to provide a rating of on the 2046 Notes of for any reason, and no Substitute Rating Agency has provided a seriesrating on the 2046 Notes, the interest rate on the 2046 Notes of such series will increase to, or remain at, as the case may be, 2.00% per annum above the interest rate payable on the 2046 Notes prior to any such adjustment;
(4) if Xxxxx’x or S&P ceases to rate the 2046 Notes or make a rating of such series on the date of their initial issuance. Any interest rate 2046 Notes publicly available for reasons within the Issuers’ control, the Issuers will not be entitled to obtain a rating from a Substitute Rating Agency and the increase or decrease in the interest rate on the 2046 Notes shall be determined in the manner described above as if either only one or no Interest Rate Rating Agency provides a rating on the 2046 Notes, as the case may be;
(5) each interest rate adjustment required by any decrease or increase in a rating as set forth above, whether occasioned by the action of Xxxxx’x or S&P (or, in either case, any Substitute Rating Agency), shall be made independently of (and in addition to) any and all other interest rate adjustments occasioned by the action of the other Interest Rate Rating Agency;
(6) in no event will the interest rate on the 2046 Notes be reduced to below the Original Interest Rate; and
(7) subject to clauses (3) and (4) above, no adjustment in the interest rate on the 2046 Notes shall be made solely as a result of an Interest Rate Rating Agency ceasing to provide a rating on the 2046 Notes. If at any time the interest rate on the 2046 Notes has been adjusted upward and either of the Interest Rate Rating Agencies subsequently increases its rating of the 2046 Notes, the interest rate on the 2046 Notes will again be adjusted (and decreased, if appropriate) such that the interest rate on the 2046 Notes equals the interest rate on the 2046 Notes prior to any such adjustment plus (if applicable) an amount equal to the sum of the percentages per annum set forth opposite the ratings in the tables above with respect to the ratings assigned to the 2046 Notes (or deemed assigned) at that time, all calculated in accordance with the rules of interpretation set forth above. If Xxxxx’x or any Substitute Rating Agency subsequently increases its rating on the 2046 Notes to “Baa3” (or its equivalent if with respect to any Substitute Rating Agency) or higher and S&P or any Substitute Rating Agency subsequently increases its rating on the 2046 Notes to “BBB–” (or its equivalent if with respect to any Substitute Rating Agency) or higher, the interest rate on the 2046 Notes will be decreased to the interest rate on the 2046 Notes prior to any adjustments made pursuant to this Section 2 or Section 1(e) of the 2046 Notes Supplemental Indenture. Any increase or decrease in the interest rate described in this Section 2 or Section 1(e) of the 2046 Notes Supplemental Indenture shall take effect from the first day of the interest period commencing after immediately following the date on interest period during which a rating change occurs that requires requiring an adjustment in the interest rate. If any either Interest Rate Rating Agency changes its rating of the 2046 Notes of a series more than once prior to during any particular interest payment dateperiod, the last such change by such agency prior Interest Rate Rating Agency to such interest payment date will occur shall control in the event of a conflict for purposes of any interest rate increase or decrease in the interest rate. The interest rate shall permanently cease to be subject to any adjustment (notwithstanding any subsequent decrease in the ratings by either Interest Rate Rating Agency) if the 2046 Notes become rated “Baa1” or higher by Xxxxx’x (or its equivalent if with respect to the Notes of any Substitute Rating Agency) and “BBB+” or higher by S&P (or its equivalent if with respect to any Substitute Rating Agency), in each case with a series described above relating to such rating agency’s actionstable or positive outlook. If the interest rate payable on the 2046 Notes of a series is increased as described aboveset forth in this Section 2 and Section 1(e) of the 2046 Notes Supplemental Indenture, the term “interest,” ”, as used in the Indenture with respect to the Notes of such series2046 Notes, will shall be deemed to include any such additional interest unless the context otherwise requires.
Appears in 1 contract
Samples: 2046 Notes Supplemental Indenture (Denali Holding Inc.)
Interest Rate Adjustment. The interest rate payable on the Securities will be subject to adjustments adjustment from time to time if either Moody’s or S&P or, if applicableeither of Moody’s or S&P ceases to rate the Securities or fails to make a rating of the Securities publicly available for reasons outside of our control, Fitch or any another “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by pursuant to the Company definition of “Rating Agency” below (as certified by a resolution of the Company’s board of directors) as a replacement for Moody’s or S&P, as the case may be (each, a “Substitute Rating Agencysubstitute rating agency”) ), downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the NotesSecurities, in the manner described below. Each of Moody’s, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.”
(a) If the rating assigned by Moody’s (or, if applicable, or any Substitute Rating Agencysubstitute rating agency therefor) of to the Notes Securities is decreased to a rating set forth in the immediately following table, the interest rate on the Notes Securities will increase such that it will equal the sum of the interest rate payable on the Notes of such series Securities on the date of their initial issuance the Indenture plus the percentage set forth opposite the applicable rating in the table below (plus, if applicable, the percentage set forth opposite the applicable rating in the table under Section 108(b) below“S&P Rating Percentage”): Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency.
(b) substitute rating agency. If the rating assigned by S&P (or, if applicable, or any Substitute Rating Agencysubstitute rating agency therefor) of a series of Notes the Securities is decreased to a rating set forth in the immediately following table, the interest rate on the Notes of such series Securities will increase such that it will equal the sum of the interest rate payable on the Notes of such series Securities on the date of their initial issuance the Indenture plus the percentage set forth opposite the applicable rating in the table below (plus, if applicable, the percentage set forth opposite the applicable rating in the table under Section 108(a) above“Xxxxx’x Rating Percentage”): BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agencysubstitute rating agency. If at any time the interest rate on the Notes of a series Securities has been increased in accordance with the foregoing, and any of either Moody’s or S&P (or, in either case, a substitute rating agency therefor), as the Interest Rate Rating Agencies case may be, subsequently upgrades its rating of the Notes Securities to any of such seriesthe threshold ratings set forth above, the interest rate on the Notes of such series Securities will be decreased such that the interest rate for the Notes Securities equals the sum of such series equals the interest rate payable on the Notes of such series Securities on the date of their initial issuance the Indenture plus the percentages percentage set forth opposite the applicable ratings from the tables above in effect immediately following the upgrade in rating. If Moody’s (or any Substitute Rating Agencysubstitute rating agency therefor) subsequently upgrades its rating of the Notes of such series Securities to Baa3 (or its equivalent, in the case of a Substitute Rating Agencysubstitute rating agency) or higher, and S&P (or any Substitute Rating Agencysubstitute rating agency therefor) upgrades its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agencysubstitute rating agency) or higher, the interest rate on the Notes of such series Securities will be decreased to the interest rate payable on the Notes of such series Securities on the date of their initial issuance the Indenture (and if one such upgrade occurs and the other does not, the interest rate on the Notes of such series Securities will be decreased so that it does not reflect any increase in the interest rate attributable to the upgrading Interest Rate Rating Agency). In addition, the interest rates rate on the Notes of a series Securities will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade in the ratings by any of the Interest Rate either or both Rating Agencies) if the Notes of such series Securities become rated Baa1 and BBB+ (or, in either case, the equivalent thereof, in the case of a Substitute Rating Agencysubstitute rating agency) or higher by Moody’s and S&P (or, in either case, any Substitute Rating Agencya substitute rating agency therefor), respectively (or one of these ratings if the Notes of such series Securities are only rated by one rating agencyRating Agency). Each adjustment required by any downgrade or upgrade in a rating set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any Substitute Rating Agencya substitute rating agency therefor), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate on for the Notes of a series Securities be reduced to below the interest rate payable on the Notes of such series Securities on the date of their initial issuance the Indenture or (2) the total increase in the interest rate on the Notes of such series Securities exceed 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuancethe Indenture. No adjustments in to the interest rate of the Notes of a series Securities shall be made solely as a result of an Interest Rate a Rating Agency ceasing to provide a rating on of the Notes of such seriesSecurities. If at any time less than two Interest Rate Rating Agencies Moody’s or S&P ceases to provide a rating of the Notes of such series for reasons beyond the Company’s controlSecurities, the Company we will use its our commercially reasonable efforts to obtain a rating of the Notes of such series Securities from a Substitute Rating Agencysubstitute rating agency, if one exists, in which case, for purposes of determining any increase or decrease in the interest rate on the Notes of such series Securities pursuant to the tables above above, (a) such Substitute Rating Agency substitute rating agency will be substituted for the last Interest Rate Rating Agency to provide a rating of the Notes of such series Securities but which has since ceased to provide such rating, (b) the relative rating scale used by such Substitute Rating Agency substitute rating agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company Independent Investment Banker and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agencysubstitute rating agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (c) the interest rate on the Notes of a series Securities will increase or decrease, as the case may be, such that the interest rate equals the sum of the interest rate payable on the Notes of a series Securities on the date of their initial issuance the Indenture plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency substitute rating agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating rating, if any, by the other Interest Rate Rating Agency). For so long as only one Interest Rate Rating Agency provides a rating of the Notes of a seriesSecurities, any subsequent increase or decrease in the interest rate of the Notes of such series Securities necessitated by a reduction downgrade or increase upgrade in the rating by the Interest Rate applicable Rating Agency providing the rating shall be twice the applicable percentage set forth in the applicable table above. For so long as no Interest Rate Rating Agency neither Moody’s nor S&P (nor, in either case, a substitute rating agency therefor) provides a rating of the Notes of a seriesSecurities, the interest rate on the Notes of such series Securities will increase to, or remain at, as the case may be, 2.00% above the interest rate payable on the Notes of such series Securities on the date of their initial issuancethe Indenture. Any interest rate increase or decrease described above will take effect from the first day of the interest period commencing after payment date following the date on which a rating change occurs that requires an adjustment in the interest rate. As such, interest will not accrue at such increased or decreased rate until the next interest payment date following the date on which a rating change occurs. If any Interest Rate Rating Agency Moody’s or S&P (or, in either case, a substitute rating agency therefor) changes its rating of the Notes of a series Securities more than once prior to any particular interest payment date, the last change by such agency Rating Agency prior to such interest payment date will control for purposes of any interest rate increase or decrease with respect to the Notes of a series Securities described above relating to such rating agencyRating Agency’s action. If the interest rate payable on the Notes of a series Securities is increased as described above, the term “interest,” as used with respect to the Notes of such seriesSecurities, will be deemed to include any such additional interest unless the context otherwise requires.
Appears in 1 contract
Interest Rate Adjustment. (a) The annual rate of interest rate payable on each Series of Notes will be subject to adjustments adjustment from time to time if either Moody’s or S&P (or, if applicable, Fitch or any “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company (as certified by a resolution of the Company’s board of directors) as a replacement for Moody’s or S&P, as the case may be (each, a “Substitute Rating Agency”) downgrades (or downgrades and subsequently upgrades) the its credit rating assigned to the respective Series of Notes, in the manner described belowin this Section 1.9. Each of Moody’s, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.”
(ab) If the rating assigned by of a Series of Notes from Moody’s (or, if applicable, any Substitute Rating Agency) with respect to such Series of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the such Series of Notes will increase such that it will equal from the interest rate payable on the such Series of Notes of such series on the date of their initial issuance plus by an amount equal to the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(b) below): that rating: Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency.
(bc) If the rating assigned by of a Series of Notes from S&P (or, if applicable, any Substitute Rating Agency) of a series with respect to such Series of Notes is decreased to a rating set forth in the immediately following table, the interest rate on the such Series of Notes of such series will increase such that it will equal from the interest rate payable on the such Series of Notes of such series on the date of their initial issuance plus by an amount equal to the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(a) above): that rating: BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency. If at any time the interest rate on the Notes of a series has been increased and any of the Interest Rate Rating Agencies subsequently upgrades its rating of the Notes of such series, the interest rate on the Notes of such series will be decreased such that the interest rate for the Notes of such series equals the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentages set forth opposite the ratings from the tables above in effect immediately following the upgrade in rating. If Moody’s .
(or any Substitute Rating Agencyd) subsequently upgrades its rating of the Notes of such series to Baa3 (or its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P (or any Substitute Rating Agency) upgrades its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes of such series will be decreased to the interest rate payable on the Notes of such series on the date of their initial issuance (and if one such upgrade occurs and the other does not, the interest rate on the Notes of such series will be decreased so that it does not reflect any increase attributable to the upgrading Interest Rate Rating Agency). In addition, the interest rates on the Notes of a series will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade in the ratings by any of the Interest Rate Rating Agencies) if the Notes of such series become rated Baa1 and BBB+ (or, in either case, the equivalent thereof, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, any Substitute Rating Agency), respectively (or one of these ratings if the Notes of such series are only rated by one rating agency). Each adjustment required by any downgrade decrease or upgrade increase in a rating set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any Substitute Rating Agency), shall be made independent of any and all other adjustments. In no event shall .
(1e) the interest rate on the Notes of a series be reduced to below the interest rate payable on the Notes of such series on the date of their initial issuance or (2) the total increase No adjustment in the interest rate on the a Series of Notes of such series exceed 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuance. No adjustments in the interest rate of the Notes of a series shall be made solely as a result of an Interest Rate Rating Agency ceasing to provide a rating on the Notes such Series of such seriesNotes. If at any time less than two Interest Rate Rating Agencies provide a rating on such Series of the Notes of such series for reasons beyond the control of the Company’s control, the Company will use its commercially reasonable efforts to obtain a rating of the on such Notes of such series from a Substitute Rating Agency, if one exists, in which case, Agency for purposes of determining any increase or decrease in the per annum interest rate on the such Series of Notes of such series pursuant to the tables above above, (a1) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency to provide a rating on such Series of the Notes of such series but which has since ceased to provide such rating, (b2) the relative rating ratings scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will shall be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table table, and (c3) the per annum interest rate on the such Notes of a series will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the such Series of Notes of a series on the date of their initial issuance plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b2) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agency). .
(f) For so long as (a) only one Interest Rate Rating Agency provides a rating on a Series of the Notes of a seriesNotes, any subsequent increase or decrease in the interest rate of the on such Notes of such series necessitated by a reduction or increase in the rating by the that Interest Rate Rating Agency providing the rating shall be twice the applicable percentage set forth in the applicable table above. For so long as above and (b) no Interest Rate Rating Agency provides a rating of the Notes of a serieson such Notes, the interest rate on the that Series of Notes of such series will increase to, or remain at, as the case may be, 2.00% above the interest rate payable on the such Series of Notes of such series on the date of their initial issuance. In no event shall (x) the interest rate for a Series of Notes be reduced to below the interest rate payable on such Series of Notes on the date of their initial issuance or (y) the total increase in the interest rate on a Series of Notes exceed 2.00% above the interest rate payable on such Series of Notes on the date of their initial issuance. If Moody’s or S&P ceases to rate a Series of Notes or make a rating of such Notes publicly available for reasons within the control of the Company, the Company will not be entitled to obtain a rating from a Substitute Rating Agency and the increase or decrease in the per annum interest rate on such Notes shall be determined in the manner described above as if either only one or no Interest Rate Rating Agency provides a rating on such Notes, as the case may be.
(g) If at any time the interest rate on a Series of Notes has been adjusted upward and any of the Interest Rate Rating Agencies subsequently increases its rating of such Notes, the interest rate on such Notes will be decreased such that the interest rate on such Notes equals the interest rate payable on such Series of Notes on the date of their initial issuance plus the applicable percentages set forth opposite the ratings in effect immediately following the increase in the tables above; provided that if Moody’s or any Substitute Rating Agency subsequently increases its rating on any Series of Notes to “Baa3” (or its equivalent if with respect to any Substitute Rating Agency) or higher and S&P or any Substitute Rating Agency subsequently increases its rating on such Series of Notes to “BBB-” (or its equivalent if with respect to any Substitute Rating Agency) or higher, the per annum interest rate on such Notes will be decreased to the interest rate payable on such Series of Notes on the date of their initial issuance.
(h) Any interest rate increase or decrease described above will take effect from the first day of the first interest payment period commencing after following the date on interest payment period during which a rating change occurs that requires an adjustment in the interest rate. As such, interest will not accrue at such increased or decreased rate until the next Interest Payment Date following the date on which a rating change occurs. If any Interest Rate Rating Agency changes its rating of the a Series of Notes of a series more than once prior to during any particular interest payment dateperiod, the last such change by such agency prior to such interest payment date occur will control in the event of a conflict for purposes of any interest rate increase or decrease with respect to the such Series of Notes of a series as described above relating to such rating agency’s actionin this Section 1.9. If the interest rate payable on the a Series of Notes of a series is increased as described abovein this Section 1.9, the term “interest,” ”, as used with respect to the such Series of Notes of such series, will be deemed to include any such additional interest unless the context otherwise requires.
(i) The interest rate on a Series of Notes will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the rating by any Interest Rate Rating Agency) if such Notes become rated “Baa1” (or its equivalent) or higher by Moody’s (or any Substitute Rating Agency) and “BBB+” (or its equivalent) or higher by S&P (or any Substitute Rating Agency), or one of those ratings if rated by only one Interest Rate Rating Agency, in each case with a stable or positive outlook.
(j) The Company is solely responsible for calculating any adjustment of the interest rate. The Company shall deliver written notice to the Trustee and the Holders of any change to the interest rate. In the case of Global Securities, any change to the interest rate shall be made in accordance with the applicable provisions of The Depository Trust Company. Neither the Trustee nor the Paying Agent shall have any duty to determine whether the interest rate should be adjusted or the amount of any such adjustment.
Appears in 1 contract
Interest Rate Adjustment. The interest rate payable on the Notes will be subject to adjustments from time to time if either Xxxxx’x Investors Service, Inc., a subsidiary of Xxxxx’x Corporation, and its successors (“Moody’s”) or S&P Global Ratings, a division of S&P Global Inc., and its successors (“S&P”) or, if either of Moody’s or S&P orceases to rate the Notes or fails to make a rating of the Notes publicly available, if applicablein each case for reasons outside of the control of the Company, Fitch or any a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company (as certified by a resolution of the Company’s board Board of directorsDirectors) as a replacement agency for Moody’s or S&P, or both of them, as the case may be (each, a “Substitute Rating Agency”) ), downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the Notes, in the manner described below. Each of Moody’s, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.”
(a) If the rating assigned by Moody’s (or, if applicable, or any Substitute Rating AgencyAgency therefor) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes will increase such that it will equal from the then-applicable interest rate payable on the Notes of such series on the date of their initial issuance plus Notes, by an amount equal the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(b) below“S&P Rating Percentage”): Xxxxx’x Rating* Percentage Ba1 0.25 0.25% Ba2 0.50 0.50% Ba3 0.75 0.75% B1 or below 1.00 1.00% * Including the equivalent ratings of any Substitute Rating Agency.
(b) . If the rating assigned by S&P (or, if applicable, or any Substitute Rating AgencyAgency therefor) of a series of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes of such series will increase such that it will equal from the then-applicable interest rate payable on the Notes of such series on the date of their initial issuance plus Notes, by an amount equal the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(a) above“Xxxxx’x Rating Percentage”): S&P Rating* Percentage BB+ 0.25 0.25% BB 0.50 0.50% BB- 0.75 0.75% B+ or below 1.00 1.00% * Including the equivalent ratings of any Substitute Rating Agency. If at any time the interest rate on the Notes of a series has been increased and any of either Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor), as the Interest Rate Rating Agencies case may be, subsequently upgrades its rating of the Notes to any of such seriesthe ratings set forth above, the interest rate on the Notes of such series will be decreased such that the interest rate for the Notes of such series equals the then-applicable interest rate payable on the Notes of such series on the date of their initial issuance plus the percentages set forth opposite the ratings from the tables above in effect immediately following the upgrade in rating. If Moody’s (or any Substitute Rating AgencyAgency therefor) subsequently upgrades its rating of the Notes of such series to Baa3 (or its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P (or any Substitute Rating AgencyAgency therefor) upgrades its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes of such series will be decreased to the then-applicable interest rate payable on the Notes of such series on the date of their initial issuance (and if one such upgrade occurs and the other does not, the interest rate on the Notes of such series will be decreased so that it does not reflect any increase attributable to the upgrading Interest Rate Rating Agencyrating agency). In addition, the interest rates on the Notes of a series will permanently cease to be subject to any adjustment described above herein (notwithstanding any subsequent downgrade in the ratings by any of the Interest Rate Rating Agencieseither or both rating agencies) if the Notes of such series become rated Baa1 and BBB+ (or, in either case, the equivalent thereof, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, any a Substitute Rating AgencyAgency therefor), respectively (or one of these ratings if the Notes of such series are only rated by one rating agency). Each adjustment required by any downgrade or upgrade in a rating set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any a Substitute Rating AgencyAgency therefor), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate on for the Notes of a series be reduced to below the then-applicable interest rate payable on the Notes of such series on the date of their initial issuance or (2) the total increase in the interest rate on the Notes of such series exceed 2.00% above the then-applicable interest rate payable on the Notes Any adjustment to the interest rate will be made independently of such series the quarterly adjustment to the interest rate on the date of their initial issuanceNotes. In this section, the term “then-applicable interest rate” on the Notes means the interest rate determined in accordance with the Indenture without giving effect to any adjustment as described herein. No adjustments in the interest rate of the Notes of a series shall be made solely as a result of an Interest Rate Rating Agency a rating agency ceasing to provide a rating on of the Notes of such seriesNotes. If at any time less than two Interest Rate Rating Agencies Moody’s or S&P ceases to provide a rating of the Notes of such series for reasons beyond the Company’s controlNotes, the Company will use its commercially reasonable efforts to obtain a rating of the Notes of such series from a Substitute Rating Agency, if one exists, in which case, for purposes of determining any increase or decrease in the interest rate on the Notes of such series pursuant to the tables above (a) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency rating agency to provide a rating of the Notes of such series but which has since ceased to provide such rating, (b) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company us and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (c) the interest rate on the Notes of a series will increase or decrease, as the case may be, such that the interest rate equals the then-applicable interest rate payable on the Notes of a series on the date of their initial issuance plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agencyrating agency). For so long as only one Interest Rate Rating Agency rating agency provides a rating of the Notes of a seriesNotes, any subsequent increase or decrease in the interest rate of the Notes of such series necessitated by a reduction or increase in the rating by the Interest Rate Rating Agency rating agency providing the rating shall be twice the applicable percentage set forth in the applicable table above. For so long as no Interest Rate neither Moody’s nor S&P (nor, in either case, a Substitute Rating Agency therefor) provides a rating of the Notes of a seriesNotes, the interest rate on the Notes of such series will increase to, or remain at, as the case may be, 2.00% above the then-applicable interest rate payable on the Notes of such series on the date of their initial issuanceNotes. Any interest rate increase or decrease described above will take effect from the first day of the interest period commencing after Interest Payment Date following the date on which a rating change occurs that requires an adjustment in the interest rate. As such, interest will not accrue at such increased or decreased rate until the next Interest Payment Date following the date on which a rating change occurs. If any Interest Rate Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor) changes its rating of the Notes notes of a the applicable series more than once prior to any particular interest payment dateInterest Payment Date, the last change by such agency prior to such interest payment date Interest Payment Date will control for purposes of any interest rate increase or decrease with respect to the Notes of a series described above relating to such rating agency’s action. If the interest rate payable on the Notes of a series is increased as described above, the term “interest,” as used with respect to the Notes of such seriesNotes, will be deemed to include any such additional interest unless the context otherwise requires. The Company will advise the Trustee and the holders of any occurrence of a rating change that requires an interest rate increase or decrease described above within five Business Days.
Appears in 1 contract
Samples: Supplemental Indenture (Westinghouse Air Brake Technologies Corp)
Interest Rate Adjustment. (a) The interest rate payable on the Notes of each series will be subject to adjustments from time to time if either Moody’s or S&P or, if applicableeither Moody’s or S&P ceases to rate the Notes of such series or fails to make a rating of the Notes of such series publicly available for reasons outside of the Issuer’s control, Fitch or any a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of under the Exchange Act selected appointed by the Company Issuer with respect to the Notes of such series (as certified by a resolution of the Company’s board of directors) as a replacement for Moody’s or S&P, as the case may be (each, a “Substitute Rating Ratings Agency”) ), downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the NotesNotes of such series, in the manner described below. Each of Moody’s, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.”
(a) If the rating assigned by Moody’s (or, if applicable, any Substitute Rating Agency) of the Notes is decreased to a rating set forth below in the immediately following table, the interest rate on the Notes will increase such that it will equal the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under this Section 108(b) below): Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency2.02.
(b) If the rating assigned by S&P from Moody’s (or, if applicable, or any Substitute Rating AgencyRatings Agency therefor) of the Notes of a series of Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes of such series will increase such that it will equal the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentage set forth opposite the ratings from the table below: Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % * Including the equivalent ratings of any Substitute Ratings Agency.
(c) If the rating from S&P (or any Substitute Ratings Agency therefor) of the Notes of a series is decreased to a rating set forth in the table below (plusimmediately following table, if applicable, the interest rate on the Notes of that series will increase such that it will equal the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentage set forth opposite the rating in ratings from the table under Section 108(a) above): below: BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % * Including the equivalent ratings of any Substitute Rating Ratings Agency. .
(d) If at any time the interest rate on the Notes of a series has been increased and any of either Moody’s or S&P (or, in either case, a Substitute Ratings Agency therefor), as the Interest Rate Rating Agencies case may be, subsequently upgrades its rating of the Notes of such seriesseries to any of the threshold ratings set forth above, the interest rate on the Notes of such series will be decreased such that the interest rate for the Notes of such series equals the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentages set forth opposite the ratings from the tables in clauses (b) or (c) above in effect immediately following the upgrade in rating. If Moody’s (or any Substitute Rating AgencyRatings Agency therefor) subsequently upgrades its rating of the Notes of such a series to Baa3 (or its equivalent, in the case of a Substitute Rating Ratings Agency) or higher, and S&P (or any Substitute Rating AgencyRatings Agency therefor) upgrades its rating to BBB- (or its equivalent, in the case of a Substitute Rating Ratings Agency) or higher, the interest rate on the Notes of such series will be decreased to the interest rate payable on the Notes of such series on the date of their initial issuance (and if one such upgrade occurs and the other does not, the interest rate on the Notes of such series will be decreased so that it does not reflect any increase attributable to the upgrading Interest Rate Rating Agencyratings agency). In addition, the interest rates on the Notes of a each series will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade in the ratings by any either or both of the Interest Rate Rating AgenciesMoody’s and S&P (or, in either case, a Substitute Ratings Agency therefor)) if the Notes of such series become rated Baa1 and BBB+ (or, in either case, or the equivalent thereofof either such rating, in the case of a Substitute Rating Ratings Agency) or higher by Moody’s and S&P (or, in either case, any a Substitute Rating AgencyRatings Agency therefor), respectively (or one of these such ratings if the Notes of such series are only rated by one rating agencyof Moody’s or S&P (or, in either case, a Substitute Ratings Agency therefor). , respectively).
(e) Each adjustment required by any downgrade or upgrade in a rating set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any a Substitute Rating AgencyRatings Agency therefor), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate on for the Notes of a series be reduced to below the interest rate payable on the Notes of such series on the date of their initial issuance or (2) the total increase in the interest rate on the Notes of such a series exceed 2.00% (percentage points) above the interest rate payable on the Notes of such series on the date of their initial issuance. .
(f) No adjustments in the interest rate of the Notes of a series shall be made solely as a result of an Interest Rate Rating Agency Moody’s or S&P ceasing to provide a rating on the Notes of such seriesseries of Notes. If at any time less than two Interest Rate Rating Agencies Moody’s or S&P ceases to provide a rating of the Notes of such series for reasons beyond the Company’s controla series, the Company Issuer will use its commercially reasonable efforts to obtain a rating of the Notes of such series of Notes from a Substitute Rating Ratings Agency, if to the extent one exists, in which caseand if a Substitute Ratings Agency exists, for purposes of determining any increase or decrease in the interest rate on the Notes of such a series pursuant to the tables above (ai) such Substitute Rating Ratings Agency will be substituted for the last Interest Rate Rating Agency of Moody’s or S&P to provide a rating of the Notes of such series of Notes but which has since ceased to provide such rating, (bii) the relative rating scale used by such Substitute Rating Ratings Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company Issuer and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Ratings Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (ciii) the interest rate on the Notes of a such series will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes of a such series on the date of their initial issuance plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Ratings Agency in the applicable table above (taking into account the provisions of clause (bii) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agencyratings agency (Moody’s or S&P (or, in either case, a Substitute Ratings Agency therefor). )).
(g) For so long as only one Interest Rate Rating of Moody’s or S&P (or, in either case, a Substitute Ratings Agency therefor) provides a rating of the Notes of a series, any subsequent increase or decrease in the interest rate of the Notes of such series of Notes necessitated by a reduction or increase in the rating by the Interest Rate Rating ratings agency (Moody’s or S&P (or, in either case, a Substitute Ratings Agency therefor)) providing the rating shall be twice the applicable percentage set forth in the applicable table above. For so long as no Interest Rate Rating none of Moody’s or S&P (or, in either case, a Substitute Ratings Agency therefor) provides a rating of the Notes of a series, the interest rate on the Notes of such series will increase to, or remain at, as the case may be, 2.00% (percentage points) above the interest rate payable on the Notes of such series on the date of their initial issuance. .
(h) Any interest rate increase or decrease described above will take effect from the first day of the interest period commencing after payment date following the date on which a rating change occurs that requires an adjustment in the interest rate. If any Interest Rate Rating Moody’s or S&P (or, in either case, a Substitute Ratings Agency therefor) changes its rating of the Notes of a series more than once prior to any particular interest payment date, the last change by such ratings agency prior to such interest payment date will control for purposes of any interest rate increase or decrease with respect to the Notes of a such series described above relating to such rating ratings agency’s action. If the interest rate payable on the Notes of a series is increased as described above, the term “interest,” as used with respect to the Notes of such series, will be deemed to include any such additional interest unless the context otherwise requires.
Appears in 1 contract
Samples: Second Supplemental Indenture (Murphy Oil Corp /De)
Interest Rate Adjustment. (a) The interest rate payable will on the Notes shall be subject to adjustments adjustment from time to time if either Moody’s or S&P S&P, or, if applicablein either case, Fitch or any “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company (as certified by a resolution of the Company’s board of directors) as a replacement for Moody’s or S&P, as the case may be (each, a “Substitute Rating Agency”) Agency downgrades (or downgrades and subsequently upgrades) the credit debt rating assigned to the Notes, in the manner described below. Each of Moody’s, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agenciesin this Section 2.16.”
(ab) If the rating assigned by from Moody’s (or, if applicable, or any Substitute Rating Agency) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes will shall increase beginning on the Business Day immediately following such rating decrease such that it will shall equal the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentage set forth opposite the rating in ratings from the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(b) below): Ba1 : Xxxxx’x Rating* Percentage Ba3 0.25 % Ba2 B1 0.50 % Ba3 B2 0.75 % B1 B3 or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency.%
(bc) If the rating assigned by from S&P (or, if applicable, or any Substitute Rating Agency) of a series of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes of shall increase beginning on the Business Day immediately following such series will increase rating decrease such that it will shall equal the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentage set forth opposite the rating in ratings from the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(a) above): below: S&P Rating* Percentage BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency. %
(d) If at any time the interest rate on the Notes has been adjusted upward as a result of a series has been increased decrease in a rating by either Moody’s or S&P (or, in either case, a Substitute Rating Agency), as the case may be, and any of the Interest Rate Rating Agencies subsequently upgrades such rating agency increases its rating of the Notes to any of such seriesthe threshold ratings set forth in subsections (b) and (c) of this Section 2.16, the interest rate on the Notes of such series will shall be decreased such that the interest rate for the Notes of beginning on the Business Day immediately following such series equals rating increase shall equal the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentages set forth opposite the ratings from the tables above set forth in subsections (b) and (c) of this Section 2.16 in effect immediately following the upgrade increase in rating. If Moody’s (or any Substitute Rating Agency) subsequently upgrades increases its rating of the Notes of such series to Baa3 Ba2 (or its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P (or any Substitute Rating AgencyAgency thereof) upgrades increases its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes of such series will shall be decreased to the interest rate payable on the Notes of such series on the date of their initial issuance (and if one such upgrade occurs and the other does notissuance. In addition, the interest rate on the Notes of such series will be decreased so that it does not reflect any increase attributable to the upgrading Interest Rate Rating Agency). In addition, the interest rates on the Notes of a series will shall permanently cease to be subject to any adjustment described above in subsections (b) and (c) of this Section 2.16 (notwithstanding any subsequent downgrade decrease in the ratings by any of the Interest Rate Rating Agencieseither or both rating agencies) if the Notes of such series become rated Baa1 A3 and BBB+ A- (or, in either case, or the equivalent thereofof either such rating, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, any a Substitute Rating AgencyAgency thereof), respectively (or one of these ratings if the Notes of such series are only rated by one rating agency). .
(e) Each adjustment (each, a “Ratings Adjustment”) required by any downgrade decrease or upgrade increase in a rating set forth abovein subsections (b), (c) and (d) of this Section 2.16, whether occasioned by the action of Moody’s or S&P (or, in either case, any a Substitute Rating Agency), shall be made independent of (and in addition to) any and all other adjustments. In no event shall (1) the interest rate on for the Notes of a series be reduced to below less than the interest rate payable on the Notes of such series on the date of their initial issuance or (2) the total increase in the interest rate on the Notes of such series exceed 2.00% above greater than the interest rate payable on the Notes of such series on the date of their initial issuance. .
(f) No adjustments in the interest rate of the Notes of a series shall be made solely as a result of an Interest Rate Rating Agency a rating agency ceasing to provide a rating on of the Notes of such seriesNotes. If at any time less than two Interest Rate Rating Agencies Moody’s or S&P ceases to provide a rating of the Notes of such series for reasons a reason beyond the control of the Company’s control, the Company will shall use its commercially reasonable efforts to obtain a rating of the Notes of such series from a Substitute Rating Agency, if to the extent one exists, in which caseand if a Substitute Rating Agency exists, for purposes of determining any increase or decrease in the interest rate on the Notes of such series pursuant to the tables above set forth in subsections (ab) and (c) of this Section 2.16, (i) such Substitute Rating Agency will shall be substituted for the last Interest Rate Rating Agency rating agency to provide a rating of the Notes of such series but which has since ceased to provide such rating, (bii) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will shall be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table above set forth in subsection (b) or (c) of this Section 2.16 with respect to such Substitute Rating Agency, such ratings will shall be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (ciii) the interest rate on the Notes of a series will shall increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes of a series on the date of their initial issuance plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above set forth in subsection (b) or (c) of this Section 2.16 (taking into account the provisions of clause (bii) aboveof this Section 2.16(f)) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agencyrating agency). .
(g) For so long as only one Interest Rate Rating Agency of Moody’s or S&P provides a rating of the Notes of a seriesand no Substitute Rating Agency is offered to replace the other rating agency, any subsequent increase or decrease in the interest rate of the Notes of such series necessitated by a reduction or increase in the rating by the Interest Rate Rating Agency agency providing the rating shall be twice the applicable percentage set forth in the applicable table aboveset forth in subsection (b) or (c) of this Section 2.16. For so long as no Interest Rate none of Moody’s, S&P or a Substitute Rating Agency provides a rating of the Notes of a seriesNotes, the interest rate on the Notes of such series will shall increase to, or remain at, as the case may be, 2.00% above greater than the interest rate payable on the Notes of such series on the date of their initial issuance. If Moody’s or S&P either ceases to rate the Notes for reasons within the control of the Company or ceases to make a rating of the Notes publicly available for reasons within the control of the Company, the Company shall not be entitled to obtain a rating from a Substitute Rating Agency and the increase or decrease in the interest rate of the Notes shall be determined in the manner described in this Section 2.16 as if either only one or no rating agency provides a rating of the Notes, as the case may be.
(h) Any interest rate increase or decrease described above will in this Section 2.16 shall take effect from on the first Business Day immediately following the day of the interest period commencing after the date on which a the rating change occurs that requires an adjustment in the interest rate. If any Interest Rate Rating Agency changes its rating of the Notes of a series more than once prior to any particular interest payment date, the last change by such agency prior to such interest payment date will control for purposes of any interest rate increase or decrease with respect to the Notes of a series described above relating to such rating agency’s action. has occurred.
(i) If the interest rate payable on the Notes of a series is increased as described abovein this Section 2.16, the term “interest,” as used with respect to the Notes of such seriesNotes, will shall be deemed to include any such additional interest unless the context otherwise requires.
(j) The Company will promptly provide the Trustee with written notice of any increase or decrease in the interest rate due to a ratings adjustment.
Appears in 1 contract
Samples: First Supplemental Indenture (Wyndham Worldwide Corp)
Interest Rate Adjustment. The interest rate payable on the Securities will be subject to adjustments adjustment from time to time if either Moody’s or S&P or, if applicableeither of Moody’s or S&P ceases to rate the Securities or fails to make a rating of the Securities publicly available for reasons outside of the control of the Issuers, Fitch or any another “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by pursuant to the Company definition of “Rating Agency” in the First Supplemental Indenture (as certified by a resolution of the Company’s board of directors) as a replacement for Moody’s or S&P, as the case may be (each, a “Substitute Rating Agencysubstitute rating agency”) ), downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the NotesSecurities, in the manner described below. Each of Moody’s, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.”
(a) If the rating assigned by Moody’s (or, if applicable, or any Substitute Rating Agencysubstitute rating agency therefor) of to the Notes Securities is decreased to a rating set forth in the immediately following table, the interest rate on the Notes Securities will increase such that it will equal the sum of the interest rate payable on the Notes of such series Securities on the date of their initial issuance the Indenture plus the percentage set forth opposite the applicable rating in the table below (plus, if applicable, the percentage set forth opposite the applicable rating in the table under Section 108(b) below“S&P Rating”): Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency.
(b) substitute rating agency. If the rating assigned by S&P (or, if applicable, or any Substitute Rating Agencysubstitute rating agency therefor) of a series of Notes the Securities is decreased to a rating set forth in the immediately following table, the interest rate on the Notes of such series Securities will increase such that it will equal the sum of the interest rate payable on the Notes of such series Securities on the date of their initial issuance the Indenture plus the percentage set forth opposite the applicable rating in the table below (plus, if applicable, the percentage set forth opposite the applicable rating in the table under Section 108(a) above“Xxxxx’x Rating”): BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agencysubstitute rating agency. If at any time the interest rate on the Notes of a series Securities has been increased in accordance with the foregoing, and any of either Moody’s or S&P (or, in either case, a substitute rating agency therefor), as the Interest Rate Rating Agencies case may be, subsequently upgrades its rating of the Notes Securities to any of such seriesthe threshold ratings set forth above, the interest rate on the Notes of such series Securities will be decreased such that the interest rate for the Notes Securities equals the sum of such series equals the interest rate payable on the Notes of such series Securities on the date of their initial issuance the Indenture plus the percentages percentage set forth opposite the applicable ratings from the tables above in effect immediately following the upgrade in rating. If Moody’s (or any Substitute Rating Agencysubstitute rating agency therefor) subsequently upgrades its rating of the Notes of such series Securities to Baa3 (or its equivalent, in the case of a Substitute Rating Agencysubstitute rating agency) or higher, and S&P (or any Substitute Rating Agencysubstitute rating agency therefor) upgrades its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agencysubstitute rating agency) or higher, the interest rate on the Notes of such series Securities will be decreased to the interest rate payable on the Notes of such series Securities on the date of their initial issuance the Indenture (and if one such upgrade occurs and the other does not, the interest rate on the Notes of such series Securities will be decreased so that it does not reflect any increase in the interest rate attributable to the upgrading Interest Rate Rating Agency). In addition, the interest rates rate on the Notes of a series Securities will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade in the ratings by any of the Interest Rate either or both Rating Agencies) if the Notes of such series Securities become rated Baa1 and BBB+ (or, in either case, the equivalent thereof, in the case of a Substitute Rating Agencysubstitute rating agency) or higher by Moody’s and S&P (or, in either case, any Substitute Rating Agencya substitute rating agency therefor), respectively (or one of these ratings if the Notes of such series Securities are only rated by one rating agencyRating Agency). Each adjustment required by any downgrade or upgrade in a rating set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any Substitute Rating Agencya substitute rating agency therefor), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate on for the Notes of a series Securities be reduced to below the interest rate payable on the Notes of such series Securities on the date of their initial issuance the Indenture or (2) the total increase in the interest rate on the Notes of such series Securities exceed 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuancethe Indenture. No adjustments in to the interest rate of the Notes of a series Securities shall be made solely as a result of an Interest Rate a Rating Agency ceasing to provide a rating on of the Notes of such seriesSecurities. If at any time less than two Interest Rate Rating Agencies Moody’s or S&P ceases to provide a rating of the Notes of such series for reasons beyond the Company’s controlSecurities, the Company Issuers will use its their commercially reasonable efforts to obtain a rating of the Notes of such series Securities from a Substitute Rating Agencysubstitute rating agency, if one exists, in which case, for purposes of determining any increase or decrease in the interest rate on the Notes of such series Securities pursuant to the tables above above, (a) such Substitute Rating Agency substitute rating agency will be substituted for the last Interest Rate Rating Agency to provide a rating of the Notes of such series Securities but which has since ceased to provide such rating, (b) the relative rating scale used by such Substitute Rating Agency substitute rating agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company Independent Investment Banker and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agencysubstitute rating agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (c) the interest rate on the Notes of a series Securities will increase or decrease, as the case may be, such that the interest rate equals the sum of the interest rate payable on the Notes of a series Securities on the date of their initial issuance the Indenture plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency substitute rating agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating rating, if any, by the other Interest Rate Rating Agency). For so long as only one Interest Rate Rating Agency provides a rating of the Notes of a seriesSecurities, any subsequent increase or decrease in the interest rate of the Notes of such series Securities necessitated by a reduction downgrade or increase upgrade in the rating by the Interest Rate applicable Rating Agency providing the rating shall be twice the applicable percentage set forth in the applicable table above. For so long as no Interest Rate Rating Agency neither Moody’s nor S&P (nor, in either case, a substitute rating agency therefor) provides a rating of the Notes of a seriesSecurities, the interest rate on the Notes of such series Securities will increase to, or remain at, as the case may be, 2.00% above the interest rate payable on the Notes of such series Securities on the date of their initial issuancethe Indenture. Any interest rate increase or decrease described above will take effect from the first day of the interest period commencing after payment date following the date on which a rating change occurs that requires an adjustment in the interest rate. As such, interest will not accrue at such increased or decreased rate until the next interest payment date following the date on which a rating change occurs. If any Interest Rate Rating Agency Moody’s or S&P (or, in either case, a substitute rating agency therefor) changes its rating of the Notes of a series Securities more than once prior to any particular interest payment date, the last change by such agency Rating Agency prior to such interest payment date will control for purposes of any interest rate increase or decrease with respect to the Notes of a series Securities described above relating to such rating agencyRating Agency’s action. If the interest rate payable on the Notes of a series Securities is increased as described above, the term “interest,” as used with respect to the Notes of such seriesSecurities, will be deemed to include any such additional interest unless the context otherwise requires. The Trustee in no event shall have any obligation whatsoever to determine the interest rate on the Securities or a change in the applicable interest rate.
Appears in 1 contract
Interest Rate Adjustment. The interest rate payable on the Securities will be subject to adjustments adjustment from time to time if either Moody’s or S&P or, if applicableeither of Moody’s or S&P ceases to rate the Securities or fails to make a rating of the Securities publicly available for reasons outside of our control, Fitch or any another “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by pursuant to the Company definition of “Rating Agency” below (as certified by a resolution of the Company’s board of directors) as a replacement for Moody’s or S&P, as the case may be (each, a “Substitute Rating Agencysubstitute rating agency”) ), downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the NotesSecurities, in the manner described below. Each of Moody’s, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.”
(a) If the rating assigned by Moody’s (or, if applicable, or any Substitute Rating Agencysubstitute rating agency therefor) of to the Notes Securities is decreased to a rating set forth in the immediately following table, the interest rate on the Notes Securities will increase such that it will equal the sum of the interest rate payable on the Notes of such series Securities on the date of their initial issuance the Indenture plus the percentage set forth opposite the applicable rating in the table below (plus, if applicable, the percentage set forth opposite the applicable rating in the table under Section 108(b) below“S&P Rating Percentage”): Ba1 0.25 0.25% Ba2 0.50 0.50% Ba3 0.75 0.75% B1 or below 1.00 1.00% * Including the equivalent ratings of any Substitute Rating Agency.
(b) substitute rating agency. If the rating assigned by S&P (or, if applicable, or any Substitute Rating Agencysubstitute rating agency therefor) of a series of Notes the Securities is decreased to a rating set forth in the immediately following table, the interest rate on the Notes of such series Securities will increase such that it will equal the sum of the interest rate payable on the Notes of such series Securities on the date of their initial issuance the Indenture plus the percentage set forth opposite the applicable rating in the table below (plus, if applicable, the percentage set forth opposite the applicable rating in the table under Section 108(a) above“Xxxxx’x Rating Percentage”): BB+ 0.25 0.25% BB 0.50 0.50% BB- 0.75 0.75% B+ or below 1.00 1.00% * Including the equivalent ratings of any Substitute Rating Agencysubstitute rating agency. If at any time the interest rate on the Notes of a series Securities has been increased in accordance with the foregoing, and any of either Moody’s or S&P (or, in either case, a substitute rating agency therefor), as the Interest Rate Rating Agencies case may be, subsequently upgrades its rating of the Notes Securities to any of such seriesthe threshold ratings set forth above, the interest rate on the Notes of such series Securities will be decreased such that the interest rate for the Notes Securities equals the sum of such series equals the interest rate payable on the Notes of such series Securities on the date of their initial issuance the Indenture plus the percentages percentage set forth opposite the applicable ratings from the tables above in effect immediately following the upgrade in rating. If Moody’s (or any Substitute Rating Agencysubstitute rating agency therefor) subsequently upgrades its rating of the Notes of such series Securities to Baa3 (or its equivalent, in the case of a Substitute Rating Agencysubstitute rating agency) or higher, and S&P (or any Substitute Rating Agencysubstitute rating agency therefor) upgrades its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agencysubstitute rating agency) or higher, the interest rate on the Notes of such series Securities will be decreased to the interest rate payable on the Notes of such series Securities on the date of their initial issuance the Indenture (and if one such upgrade occurs and the other does not, the interest rate on the Notes of such series Securities will be decreased so that it does not reflect any increase in the interest rate attributable to the upgrading Interest Rate Rating Agency). In addition, the interest rates rate on the Notes of a series Securities will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade in the ratings by any of the Interest Rate either or both Rating Agencies) if the Notes of such series Securities become rated Baa1 and BBB+ (or, in either case, the equivalent thereof, in the case of a Substitute Rating Agencysubstitute rating agency) or higher by Moody’s and S&P (or, in either case, any Substitute Rating Agencya substitute rating agency therefor), respectively (or one of these ratings if the Notes of such series Securities are only rated by one rating agencyRating Agency). Each adjustment required by any downgrade or upgrade in a rating set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any Substitute Rating Agencya substitute rating agency therefor), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate on for the Notes of a series Securities be reduced to below the interest rate payable on the Notes of such series Securities on the date of their initial issuance the Indenture or (2) the total increase in the interest rate on the Notes of such series Securities exceed 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuancethe Indenture. No adjustments in to the interest rate of the Notes of a series Securities shall be made solely as a result of an Interest Rate a Rating Agency ceasing to provide a rating on of the Notes of such seriesSecurities. If at any time less than two Interest Rate Rating Agencies Moody’s or S&P ceases to provide a rating of the Notes of such series for reasons beyond the Company’s controlSecurities, the Company we will use its our commercially reasonable efforts to obtain a rating of the Notes of such series Securities from a Substitute Rating Agencysubstitute rating agency, if one exists, in which case, for purposes of determining any increase or decrease in the interest rate on the Notes of such series Securities pursuant to the tables above above, (a) such Substitute Rating Agency substitute rating agency will be substituted for the last Interest Rate Rating Agency to provide a rating of the Notes of such series Securities but which has since ceased to provide such rating, (b) the relative rating scale used by such Substitute Rating Agency substitute rating agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company Independent Investment Banker and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agencysubstitute rating agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (c) the interest rate on the Notes of a series Securities will increase or decrease, as the case may be, such that the interest rate equals the sum of the interest rate payable on the Notes of a series Securities on the date of their initial issuance the Indenture plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency substitute rating agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating rating, if any, by the other Interest Rate Rating Agency). For so long as only one Interest Rate Rating Agency provides a rating of the Notes of a seriesSecurities, any subsequent increase or decrease in the interest rate of the Notes of such series Securities necessitated by a reduction downgrade or increase upgrade in the rating by the Interest Rate applicable Rating Agency providing the rating shall be twice the applicable percentage set forth in the applicable table above. For so long as no Interest Rate Rating Agency neither Moody’s nor S&P (nor, in either case, a substitute rating agency therefor) provides a rating of the Notes of a seriesSecurities, the interest rate on the Notes of such series Securities will increase to, or remain at, as the case may be, 2.00% above the interest rate payable on the Notes of such series Securities on the date of their initial issuancethe Indenture. Any interest rate increase or decrease described above will take effect from the first day of the interest period commencing after payment date following the date on which a rating change occurs that requires an adjustment in the interest rate. As such, interest will not accrue at such increased or decreased rate until the next interest payment date following the date on which a rating change occurs. If any Interest Rate Rating Agency Moody’s or S&P (or, in either case, a substitute rating agency therefor) changes its rating of the Notes of a series Securities more than once prior to any particular interest payment date, the last change by such agency Rating Agency prior to such interest payment date will control for purposes of any interest rate increase or decrease with respect to the Notes of a series Securities described above relating to such rating agencyRating Agency’s action. If the interest rate payable on the Notes of a series Securities is increased as described above, the term “interest,” as used with respect to the Notes of such seriesSecurities, will be deemed to include any such additional interest unless the context otherwise requires.
Appears in 1 contract
Interest Rate Adjustment. (a) The interest rate payable will on the Notes may be subject to adjustments from time to time if either Moody’s or S&P or, if applicable, Fitch or any “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company (as certified by Interest Rate Rating Agencies or a resolution of the Company’s board of directors) as a replacement for Moody’s or S&P, as the case may be (each, a “Substitute Rating Agency”) Agency downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the Notes, as set forth in this Section 2.3. If either of the manner described below. Each of Moody’s, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agencies ceases to rate the Notes or fails to make a rating the Notes publicly available for reasons outside of the Company’s control, the Company shall select a Substitute Rating Agency,” and together they are “Interest Rate Rating Agencies.”
(ab) If the rating assigned by Moody’s of the Notes from any one or more of the Interest Rate Rating Agencies (or, if applicable, any Substitute Rating Agency) of the Notes is decreased to a rating set forth in the immediately following tabletables, the interest rate on the Notes will increase such that it will equal from the interest rate payable set forth on the Notes cover page of such series on the date of their initial issuance plus Prospectus Supplement by an amount equal to the percentage set forth opposite the rating in ratings from the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(b) tables below): : Xxxxx’x Rating* Percentage Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % S&P Rating* Including the equivalent ratings of any Substitute Rating Agency.
(b) If the rating assigned by S&P (or, if applicable, any Substitute Rating Agency) of a series of Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes of such series will increase such that it will equal the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(a) above): Percentage BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency. Agency therefor.
(c) If at any time the interest rate on the Notes of a series has been increased and any of the Interest Rate Rating Agencies subsequently upgrades its rating of the Notes of such series, the interest rate on the Notes of such series will be decreased such that the interest rate for the Notes of such series equals the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentages set forth opposite the ratings from the tables above in effect immediately following the upgrade in rating. If Moody’s (or any Substitute Rating Agency) subsequently upgrades its rating of the Notes of such series to Baa3 (or its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P (or any Substitute Rating Agency) upgrades its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes of such series will be decreased to the interest rate payable on the Notes of such series on the date of their initial issuance (and if only one such upgrade occurs and the other does not, the interest rate on the Notes of such series will be decreased so that it does not reflect any increase attributable to the upgrading Interest Rate Rating Agency). In addition, the interest rates on the Notes of a series will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade in the ratings by any of the Interest Rate Rating Agencies) if the Notes of such series become rated Baa1 and BBB+ (or, in either case, the equivalent thereof, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, any Substitute Rating Agency), respectively (or one of these ratings if the Notes of such series are only rated by one rating agency). Each adjustment required by any downgrade or upgrade in a rating set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any Substitute Rating Agency), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate on the Notes of a series be reduced to below the interest rate payable on the Notes of such series on the date of their initial issuance or (2) the total increase in the interest rate on the Notes of such series exceed 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuance. No adjustments in the interest rate of the Notes of a series shall be made solely as a result of an Interest Rate Rating Agency ceasing to provide a rating on the Notes of such series. If at any time less than two Interest Rate Rating Agencies provide provides a rating of the Notes of such series for reasons beyond the Company’s control, the Company will shall use its commercially reasonable efforts to obtain a rating of the Notes of such series from a Substitute Rating Agency, if to the extent one exists, in which caseand if a Substitute Rating Agency exists, for purposes of determining any increase or decrease in the interest rate on the such Notes of such series pursuant to the tables above in Section 2.3(b), (a1) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency to provide a rating of the Notes of such series but which has since ceased to provide such rating, (b2) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table above in Section 2.3(b) with respect to such Substitute Rating Agency, such ratings will shall be deemed to be the equivalent ratings used by S&P or Moody’s or S&P’s, as applicable, in such table table, and (c3) the interest rate on the Notes of a series will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes of a series as set forth on the date cover page of their initial issuance the Prospectus Supplement plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above in Section 2.3(b) (taking into account the provisions of clause (b) aboveSection 2.3(c)(2)) (plus any applicable percentage resulting from a decreased rating by the other another Interest Rate Rating Agency). .
(d) For so long as only one Interest Rate Rating Agency provides a rating of the Notes of a seriesNotes, any subsequent increase or decrease in the interest rate of the Notes of such series necessitated by a reduction or increase in the rating by the that Interest Rate Rating Agency providing the rating shall be twice the applicable percentage set forth in the applicable table abovein Section 2.3(b). For so long as no Interest Rate Rating Agency (or a Substitute Rating Agency therefor) provides a rating of the Notes of a seriesNotes, the interest rate on the Notes of such series will increase to, or remain at, as the case may be, 2.00% per annum above the interest rate payable on the Notes of such series on the date Issue Date.
(e) Each interest rate adjustment required by any downgrade or upgrade in a rating as set forth above, whether occasioned by the action of their initial issuancean Interest Rate Rating Agency (or a Substitute Rating Agency therefor), shall be made independently of (and in addition to) any and all other interest rate adjustments occasioned by the action of another Interest Rate Rating Agency. In no event shall (1) the interest rate for the Notes be reduced to below the interest rate payable on the Notes on the Issue Date or (2) the total increase in the interest rate on the Notes exceed 2.00% above the interest rate payable on the Notes on the Issue Date.
(f) Except as set forth in Sections 2.3 (a)-(e), no adjustment in the interest rate on the Notes shall be made solely as a result of an Interest Rate Rating Agency ceasing to provide a rating of the Notes. If at any time the interest rate on the Notes has been adjusted upward and any of the Interest Rate Rating Agencies (or any Substitute Rating Agency therefor), as the case may be, subsequently upgrades its rating of the Notes to or above any of the threshold ratings set forth in Sections 2.3 (a)-(e), the interest rate on the Notes will again be adjusted (and decreased, if appropriate) such that the interest rate for the Notes equals the interest rate payable on the Notes on the Issue Date plus (if applicable) an amount equal to the percentages per annum set forth opposite the ratings in the tables in Section 2.3(b)with respect to the ratings assigned to the Notes (based on the gradations set forth in the tables in Section 2.3(b)) at that time, including the ratings given by such Interest Rate Rating Agency. For the avoidance of doubt, if at any time after an interest rate adjustment has occurred the Interest Rate Rating Agencies (or any Substitute Rating Agency therefor) have assigned ratings to the Notes of Baa3 or BBB- (or its equivalent if with respect to any Substitute Rating Agency) or higher, as the case may be, the interest rate payable on the Notes will be decreased to the interest rate payable on the Notes on the Issue Date.
(g) Any interest rate increase or decrease described above in this Section 2.3 will take effect from the first day of the interest period commencing after payment date following the date on which a rating change occurs that requires requiring an adjustment in the interest rate. As such, interest will not accrue at such increased or decreased rate until the next interest payment date following the date on which a rating change occurs. If any an Interest Rate Rating Agency (or a Substitute Rating Agency therefor) changes its rating of the Notes of a series more than once prior to any particular interest payment date, the last such change by such agency prior to such interest payment date will control in the event of a conflict for purposes of any interest rate increase or decrease in the interest rate with respect to the Notes of a series described above relating to such rating agencyInterest Rate Rating Agency’s action. .
(h) The interest rate on the Notes will permanently cease to be subject to any adjustment described in this Section 2.3 (notwithstanding any subsequent downgrade in the rating by any Interest Rate Rating Agency) if the Notes become rated Baa1 or higher by Moody’s (or its equivalent if with respect to any Substitute Rating Agency) and BBB+ or higher by S&P (or its equivalent if with respect to any Substitute Rating Agency), as the case may be.
(i) If the interest rate payable on the Notes of a series is increased as described abovein this Section 2.3, the term “interest,” as used with respect to the Notes of such seriesNotes, will be deemed to include any such additional interest unless the context otherwise requires.
Appears in 1 contract
Interest Rate Adjustment. The interest rate payable on this Security will be subject to adjustments from time to time if either Moody’s or S&P or, if applicableeither Moody’s or S&P ceases to rate this Security or fails to make a rating of this Security publicly available for reasons outside of the Company’s control, Fitch or any “a ‘‘nationally recognized statistical rating organization” ’’ within the meaning of Section 3(a)(62Rule 15c3-1(c)(2)(vi)(F) of under the Exchange Act selected by the Company (as certified by a resolution of the Company’s board of directors) as a replacement agency for Moody’s or S&P, as the case may be S&P (each, a “‘‘Substitute Rating Agency”) ’’), downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the Notesthis Security, in the manner described below. Each of Moody’s, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.”
(a) If the rating assigned by from Moody’s (oror a Substitute Rating Agency, if applicable, any Substitute Rating Agency) of the Notes this Security is decreased to a rating set forth in the immediately following table, the interest rate on the Notes this Security will increase such that it will equal the interest rate payable on the Notes of such series this Security on the date of their its initial issuance plus the percentage set forth opposite the rating in ratings from the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(b) below): : Xxxxx’x Rating* Percentage Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency.
(b) . If the rating assigned by from S&P (oror a Substitute Rating Agency, if applicable, any Substitute Rating Agency) of a series of Notes this Security is decreased to a rating set forth in the immediately following table, the interest rate on the Notes of such series this Security will increase such that it will equal the interest rate payable on the Notes of such series this Security on the date of their its initial issuance plus the percentage set forth opposite the rating in ratings from the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(a) above): below: S&P Rating* Percentage BB+ 0.25 % BB 0.50 % BB- BB– 0.75 % B+ or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency. If at any time the interest rate on the Notes of a series this Security has been increased adjusted upward and either Moody’s or S&P (or, in either case, a Substitute Rating Agency, if applicable), as the case may be, subsequently increases its rating of this Security to any of the Interest Rate Rating Agencies subsequently upgrades its rating of the Notes of such seriesthreshold ratings set forth above, the interest rate on the Notes of such series this Security will be decreased such that the interest rate for the Notes of such series this Security equals the interest rate payable on the Notes of such series this Security on the date of their its initial issuance plus the percentages set forth opposite the ratings from the tables above in effect immediately following the upgrade increase in rating. If Moody’s (or any a Substitute Rating Agency, if applicable) subsequently upgrades increases its rating of the Notes of such series this Security to Baa3 (or its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P (or any a Substitute Rating Agency, if applicable) upgrades increases its rating to BBB- BBB— (or its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes of such series this Security will be decreased to the interest rate payable on the Notes of such series this Security on the date of their its initial issuance (and if one such upgrade occurs and the other does not, the interest rate on the Notes of such series will be decreased so that it does not reflect any increase attributable to the upgrading Interest Rate Rating Agency)issuance. In addition, the interest rates on the Notes of a series this Security will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade decrease in the ratings by any of the Interest Rate Rating Agencieseither or both rating agencies) if the Notes of such series become this Security becomes rated Baa1 and BBB+ (or, in either case, or the equivalent thereofof either such rating, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, any a Substitute Rating Agency, if applicable), respectively (or one of these ratings if the Notes of such series are this Security is only rated by one rating agency). Each adjustment required by any downgrade decrease or upgrade increase in a rating set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any a Substitute Rating Agency, if applicable), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate on the Notes of a series for this Security be reduced to below the interest rate payable on the Notes of such series this Security on the date of their its initial issuance or (2) the total increase in the interest rate on the Notes of such series this Security exceed 2.00% above the interest rate payable on the Notes of such series this Security on the date of their its initial issuance. No adjustments in the interest rate of the Notes of a series this Security shall be made solely as a result of an Interest Rate Rating Agency a rating agency ceasing to provide a rating on the Notes of such seriesthis Security. If at any time less than two Interest Rate Rating Agencies Moody’s or S&P ceases to provide a rating of the Notes of such series this Security for reasons a reason beyond the Company’s control, the Company will use its commercially reasonable efforts to obtain a rating of the Notes of such series this Security from a Substitute Rating Agency, if to the extent one exists, in which caseand if a Substitute Rating Agency exists, for purposes of determining any increase or decrease in the interest rate on the Notes of such series this Security pursuant to the tables above (a) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency rating agency to provide a rating of the Notes of such series this Security but which has since ceased to provide such rating, (b) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (c) the interest rate on the Notes of a series this Security will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes of a series this Security on the date of their its initial issuance plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agencyrating agency). For so long as only one Interest Rate Rating Agency rating agency provides a rating of the Notes of a seriesthis Security, any subsequent increase or decrease in the interest rate of the Notes of such series this Security necessitated by a reduction or increase in the rating by the Interest Rate Rating Agency agency providing the rating shall be twice the applicable percentage set forth in the applicable table above. For so long as no Interest Rate none of Moody’s, S&P or a Substitute Rating Agency provides a rating of the Notes of a seriesthis Security, the interest rate on the Notes of such series this Security will increase to, or remain at, as the case may be, 2.00% above the interest rate payable on the Notes of such series this Security on the date of their its initial issuance. If Moody’s or S&P either ceases to rate this Security for reasons within the Company’s control or ceases to make a rating of this Security publicly available for reasons within the Company’s control, the Company will not be entitled to obtain a rating from a Substitute Rating Agency and the increase or decrease in the interest rate of this Security shall be determined in the manner described above as if either only one or no rating agency provides a rating of this Security, as the case may be. Any interest rate increase or decrease described above will take effect from the first day of the interest period commencing after the date on which a rating change occurs that requires an adjustment in the interest rate. If any Interest Rate Moody’s or S&P (or, in either case, a Substitute Rating Agency Agency, if applicable) changes its rating of the Notes of a series this Security more than once prior to during any particular interest payment dateperiod, the last change by such agency prior to such interest payment date will control for purposes of any interest rate increase or decrease with respect to the Notes of a series this Security described above relating to such rating agency’s action. If the interest rate payable on the Notes of a series this Security is increased as described above, above the term “‘‘interest,” ’’ as used with respect to the Notes of such seriesthis Security, will be deemed to include any such additional interest unless the context otherwise requires.
Appears in 1 contract
