Terms of the Floating Rate Notes. (a) The title of the Floating Rate Notes shall be the “Floating Rate Notes due 2019”; (b) The aggregate principal amount of the Floating Rate Notes that may be authenticated and delivered under the Indenture shall not exceed $450,000,000, except as otherwise provided in the Indenture; (c) Principal on the Floating Rate Notes shall be payable on January 22, 2019; (d) The Floating Rate Notes shall be issued in global registered form on January 22, 2016. The interest rate for the Floating Rate Notes for the first Floating Rate Interest Period (as defined below) will be LIBOR (as defined below) as determined on January 20, 2016 plus the Spread. The interest rate for each subsequent Floating Rate Interest Period will be LIBOR as determined on the applicable Interest Determination Date (as defined below) plus the Spread, in each case calculated on the basis of a 360-day year and the actual number of days elapsed. The Spread is 100 basis points. The initial Floating Rate Interest Payment Date (as defined below) will fall on April 22, 2016. Thereafter, interest on the Floating Rate Notes will be paid quarterly in arrears on January 22, April 22, July 22 and October 22 of each year (together with the initial interest payment date, each a “Floating Rate Interest Payment Date”). However, if a Floating Rate Interest Payment Date would fall on a day that is not a business day, other than the interest payment date that is also the date of maturity, the Floating Rate Interest Payment Date will be postponed to the next succeeding day that is a business day and interest thereon will continue to accrue, except that if the business day falls in the next succeeding calendar month, the applicable Floating Rate Interest Payment Date will be the immediately preceding business day. In each such case, except for the Floating Rate Interest Payment Date falling on the maturity date, the Floating Rate Interest Periods and the Interest Reset Dates (as defined below) will be adjusted accordingly to calculate the amount of interest payable on the notes. The interest rate will be reset on each Floating Rate Interest Payment Date (together with the initial interest reset date, each an “Interest Reset Date”). However, if any Interest Reset Date would otherwise be a day that is not a business day, that Interest Reset Date will be postponed to the next succeeding day that is a business day, except that if the business day falls in the next succeeding calendar month, the applicable Interest Reset Date will be the immediately preceding business day. Interest will be paid on the Floating Rate Notes to Holders of record of each Floating Rate Note in respect of the principal amount thereof as at the 15th calendar day prior to the relevant Floating Rate Interest Payment Date. The first interest period will begin on and include January 22, 2016 and will end on and exclude April 22, 2016. Thereafter, the interest period will be the periods from and including a Floating Rate Interest Payment Date to but excluding the immediately succeeding Floating Rate Interest Payment Date (together with the first interest period, each a “Floating Rate Interest Period”). However, the final Floating Rate Interest Period will be the period from and including the Floating Rate Interest Payment Date immediately preceding the Maturity Date to but excluding the Maturity Date. The calculation agent in respect of the Floating Rate Notes will determine LIBOR (as defined below) for each Floating Rate Interest Period other than the first Floating Rate Interest Period on the second day in which dealings in United States dollars are transacted or, with respect to any future date, are expected to be transacted in the London interbank market (a “London Banking Day”) prior to the first day of such Floating Rate Interest Period (an “Interest Determination Date”).
Appears in 1 contract
Terms of the Floating Rate Notes. (a) The title of the Floating Rate Notes shall be the “Senior Callable Floating Rate Notes due 20192028”;
(b) The aggregate principal amount of the Floating Rate Notes that may be authenticated and delivered under the Indenture shall not exceed $450,000,000300,000,000, except as otherwise provided in the Indenture;
(c) Principal on the Floating Rate Notes shall be payable on January 225, 20192028 (the “Maturity Date”);
(d) The Floating Rate Notes shall be issued in global registered form on January 225, 20162024 (the “Issue Date”). The interest rate for the Floating Rate Notes for (the first “Floating Rate Notes Interest Rate”) will be equal to the sum of (A) the SOFR Index Average (as defined below), as determined, with respect to each Floating Rate Notes Interest Period (as defined below) will be LIBOR (as defined below) as determined on January 20), 2016 plus the Spread. The interest rate for each subsequent Floating Rate Interest Period will be LIBOR as determined on the applicable Floating Rate Notes Interest Determination Date (as defined below), and (B) plus 1.580% per annum, provided that the SpreadFloating Rate Notes Interest Rate with respect to any Floating Rate Notes Interest Period shall be subject to a minimum rate per annum of 0.00%, in each case calculated on the basis of a 360-day year and the actual number of days elapsed. The Spread is 100 basis points. The initial first Floating Rate Notes Interest Payment Date (as defined below) will fall on April 225, 20162024. Thereafter, interest on the Floating Rate Notes will be paid quarterly in arrears on January 225, April 225, July 22 5 and October 22 5 of each year (together with the initial interest payment datefirst Floating Rate Notes Interest Payment Date, each a “Floating Rate Notes Interest Payment Date”). However, if a Floating Rate Notes Interest Payment Date would fall on a day that is not a business dayBusiness Day, other than the interest payment date that is also the date of maturity, the Floating Rate Notes Interest Payment Date will be postponed to the next succeeding day that is a business day Business Day and interest thereon will continue to accrue, except that if the business day Business Day falls in the next succeeding calendar month, the applicable Floating Rate Notes Interest Payment Date will be the immediately preceding business dayBusiness Day. In each such case, except for the Floating Rate Notes Interest Payment Date falling on the maturity dateMaturity Date, the Floating Rate Notes Interest Periods and the Interest Floating Rate Notes Reset Dates (as defined below) will be adjusted accordingly to calculate the amount of interest payable on the notesFloating Rate Notes. The interest rate Floating Rate Notes Interest Rate will be reset on each Floating Rate Notes Interest Payment Date (together with the initial interest reset datedate for the Floating Rate Notes, each an a “Interest Floating Rate Notes Reset Date”). However, if any Interest Floating Rate Notes Reset Date would otherwise be a day that is not a business dayBusiness Day, that Interest Floating Rate Notes Reset Date will be postponed to the next succeeding day that is a business dayBusiness Day, except that if the business day Business Day falls in the next succeeding calendar month, the applicable Interest Floating Rate Notes Reset Date will be the immediately preceding business dayBusiness Day. Interest will be paid on the Floating Rate Notes to Holders of record of each the Floating Rate Note Notes in respect of the principal amount thereof as at the 15th outstanding 15 calendar day prior to days immediately preceding the relevant Floating Rate Notes Interest Payment Date, whether or not a Business Day. If the scheduled Maturity Date or date of redemption or repayment is not a Business Day, the Company may pay interest and principal on the next succeeding Business Day, but interest on that payment shall not accrue during the period from and after the scheduled Maturity Date or date of redemption or repayment. The first interest period will begin on and include January 225, 2016 2024 and will end on and exclude April 225, 20162024. Thereafter, the interest period periods will be the periods from and including a Floating Rate Notes Interest Payment Date to but excluding the immediately succeeding Floating Rate Notes Interest Payment Date (together with the first initial interest period, each a “Floating Rate Notes Interest Period”). However, the final Floating Rate Notes Interest Period will be the period from and including the Floating Rate Notes Interest Payment Date immediately preceding the Maturity Date to but excluding the Maturity Date. The calculation agent Calculation Agent in respect of the Floating Rate Notes Note will determine LIBOR the Floating Rate Notes Interest Rate for each Floating Rate Notes Interest Period on the fifth U.S. Government Securities Business Day by reference to the SOFR Index Average (as defined below) for each on that date (the “Floating Rate Interest Period other than the first Floating Rate Interest Period on the second day in which dealings in United States dollars are transacted or, with respect to any future date, are expected to be transacted in the London interbank market (a “London Banking Day”) prior to the first day of such Floating Rate Interest Period (an “Notes Interest Determination Date”). If a tax redemption or Loss Absorption Disqualification Event redemption (see Section 11.08 of the Senior Indenture and Section 11.10 of the Senior Indenture as supplemented by this Eighteenth Supplemental Indenture) occurs, the Floating Rate Notes Interest Determination Date will be on the fifth U.S. Government Securities Business Day preceding such tax redemption or Loss Absorption Disqualification Event redemption date, as applicable.
Appears in 1 contract
Samples: Eighteenth Supplemental Indenture (Lloyds Banking Group PLC)
Terms of the Floating Rate Notes. The following terms relating to the Floating Rate Notes are hereby established pursuant to Section 3.01 of the Base Third Ranking Senior Indenture:
(a) The title of the Floating Rate Notes shall be be: the “Series 36 Senior Non Preferred Floating Rate Notes due 2019”2023;
(b) the price at which the Floating Rate Notes shall be issued is 100.000% of the principal amount thereof;
(c) The aggregate principal amount of the Floating Rate Notes that may be authenticated and delivered under the Senior Non Preferred Indenture shall not exceed $450,000,000500,000,000, except as otherwise provided in the Senior Non Preferred Indenture, including Section 2.03(t) hereof;
(cd) Principal on the Floating Rate Notes shall be payable on January 22April 12, 20192023 (the “Floating Rate Notes Maturity Date” and, together with the 2023 Fixed Rate Maturity Date and the 2028 Fixed Rate Maturity Date, a ‘Maturity Date”);
(de) The Floating Rate Notes shall be issued in global registered form on April 12, 2018 and shall bear interest from and including April 12, 2018 payable quarterly in arrears on January 2212, 2016. The interest rate for the April 12, July 12 and October 12 (each, a “Floating Rate Notes for Note Interest Payment Date” and, together with the first Floating Rate Interest Period (as defined below) will be LIBOR (as defined below) as determined on January 20, 2016 plus the Spread. The interest rate for each subsequent Floating Rate Interest Period will be LIBOR as determined on the applicable Interest Determination Date (as defined below) plus the Spread, in each case calculated on the basis of a 360-day year and the actual number of days elapsed. The Spread is 100 basis points. The initial Floating 2023 Fixed Rate Interest Payment Date (as defined and the 2028 Fixed Rate Interest Payment Date, an “Interest Payment Date” ), commencing July 12, 2018. The Floating Rate Notes shall bear interest at a floating rate determined in the manner provided below) will fall on April 22, 2016. Thereafter, interest on The Regular Record Dates for the Floating Rate Notes will be paid quarterly in arrears on January 22, April 22, July 22 and October 22 of each year (together with 15 calendar days immediately preceding the initial interest payment date, each a “relevant Floating Rate Note Interest Payment Date”). However, if whether or not a Business Day; provided, however, that interest payable on the maturity date or any redemption date shall be payable to the person to whom the principal of such Floating Rate Notes shall be payable. If any Floating Rate Notes Interest Payment Date would fall (other than the Floating Rate Notes Maturity Date or any redemption date) falls on a day that is not a business day, other than the interest payment date that is also the date of maturityBusiness Day, the Floating Rate Notes Interest Payment Date will be postponed to the next succeeding day that is a business day Business Day and interest thereon will continue accrue to accruebut excluding such Floating Rate Notes Interest Payment Date, except that if the business day such Business Day falls in the next succeeding calendar month, the applicable Floating Rate Notes Interest Payment Date will be the immediately preceding business dayBusiness Day. In each such case, except for If the maturity date or any redemption date of the Floating Rate Interest Payment Date falling Notes falls on a day that is not a Business Day, the payment of principal, premium and Additional Amounts, if any, and interest, if any, otherwise payable on such date will be postponed to the next succeeding Business Day, and no interest on such payment will accrue from and after the maturity date or such redemption date, the Floating Rate Interest Periods and the Interest Reset Dates (as defined below) will be adjusted accordingly to calculate the amount of interest payable on the notesapplicable. The interest rate on the Floating Rate Notes will be reset quarterly on January 12, April 12, July 12 and October 12 of each Floating Rate Interest Payment Date year, beginning on July 12, 2018 through January 12, 2023 (together with the initial interest reset date, each an “Interest Reset Date”). However, if any Interest Reset Date would otherwise be a day that is not a business dayBusiness Day, that such Interest Reset Date will be postponed to the next succeeding day that is a business dayBusiness Day, except that if the business day next succeeding Business Day falls in the next succeeding calendar month, the applicable Interest Reset Date will be the immediately preceding business day. Interest will be paid on the Floating Rate Notes to Holders of record of each Floating Rate Note in respect of the principal amount thereof as at the 15th calendar day prior to the relevant Floating Rate Interest Payment Date. The first interest period will begin on and include January 22, 2016 and will end on and exclude April 22, 2016. Thereafter, the interest period will be the periods from and including a Floating Rate Interest Payment Date to but excluding the immediately succeeding Floating Rate Interest Payment Date (together with the first interest period, each a “Floating Rate Interest Period”). However, the final Floating Rate Interest Period will be the period from and including the Floating Rate Interest Payment Date immediately preceding the Maturity Date to but excluding the Maturity Date. The calculation agent in respect of the Floating Rate Notes will determine LIBOR (as defined below) for each Floating Rate Interest Period other than the first Floating Rate Interest Period on the second day in which dealings in United States dollars are transacted or, with respect to any future date, are expected to be transacted in the London interbank market (a “London Banking Business Day”) prior to the first day of such Floating Rate Interest Period (an “Interest Determination Date”).
Appears in 1 contract
Samples: Third Supplemental Indenture (Banco Santander, S.A.)
Terms of the Floating Rate Notes. The following terms relating to the Floating Rate Notes are hereby established pursuant to Section 3.01 of the Base Second Ranking Senior Indenture:
(a) The title of the Floating Rate Notes shall be be: the “Series 25 Senior Non Preferred Floating Rate Notes due 2019”2023;
(b) the price at which the Floating Rate Notes shall be issued is 100.000% of the principal amount thereof;
(c) The aggregate principal amount of the Floating Rate Notes that may be authenticated and delivered under the Senior Non Preferred Indenture shall not exceed $450,000,000500,000,000, except as otherwise provided in the Senior Non Preferred Indenture, including Section 2.03(t) hereof;
(cd) Principal on the Floating Rate Notes shall be payable on January 22February 23, 20192023 (the “Floating Rate Notes Maturity Date” and, together with the 2023 Fixed Rate Maturity Date and the 2028 Fixed Rate Maturity Date, a ‘Maturity Date”);
(de) The Floating Rate Notes shall be issued in global registered form on January 22October 23, 2016. The 2017 and shall bear interest rate for the from and including October 23, 2017 payable quarterly in arrears on February 23, May 23, August 23 and November 23 (each, a “Floating Rate Notes for Note Interest Payment Date” and, together with the first Floating Rate Interest Period (as defined below) will be LIBOR (as defined below) as determined on January 20, 2016 plus the Spread. The interest rate for each subsequent Floating Rate Interest Period will be LIBOR as determined on the applicable Interest Determination Date (as defined below) plus the Spread, in each case calculated on the basis of a 360-day year and the actual number of days elapsed. The Spread is 100 basis points. The initial Floating 2023 Fixed Rate Interest Payment Date (as defined and the 2028 Fixed Rate Interest Payment Date, an “Interest Payment Date” ), commencing November 23, 2017. The Floating Rate Notes shall bear interest at a floating rate determined in the manner provided below) will fall on April 22, 2016. Thereafter, interest on The Regular Record Dates for the Floating Rate Notes will be paid quarterly in arrears on January 22, April 22, July 22 and October 22 of each year (together with 15 calendar days immediately preceding the initial interest payment date, each a “relevant Floating Rate Note Interest Payment Date”). However, if whether or not a Business Day; provided, however, that interest payable on the maturity date or any redemption date shall be payable to the person to whom the principal of such Floating Rate Notes shall be payable. If any Floating Rate Notes Interest Payment Date would fall (other than the Floating Rate Notes Maturity Date or any redemption date) falls on a day that is not a business day, other than the interest payment date that is also the date of maturityBusiness Day, the Floating Rate Notes Interest Payment Date will be postponed to the next succeeding day that is a business day Business Day and interest thereon will continue accrue to accruebut excluding such Floating Rate Notes Interest Payment Date, except that if the business day such Business Day falls in the next succeeding calendar month, the applicable Floating Rate Notes Interest Payment Date will be the immediately preceding business dayBusiness Day. In each such case, except for If the maturity date or any redemption date of the Floating Rate Interest Payment Date falling Notes falls on a day that is not a Business Day, the payment of principal, premium and Additional Amounts, if any, and interest, if any, otherwise payable on such date will be postponed to the next succeeding Business Day, and no interest on such payment will accrue from and after the maturity date or such redemption date, the Floating Rate Interest Periods and the Interest Reset Dates (as defined below) will be adjusted accordingly to calculate the amount of interest payable on the notesapplicable. The interest rate on the Floating Rate Notes will be reset quarterly on February 23, May 23, August 23 and November 23 of each Floating Rate Interest Payment Date year, beginning on November 23, 2017 through November 23, 2022 (together with the initial interest reset date, each an “Interest Reset Date”). However, if any Interest Reset Date would otherwise be a day that is not a business dayBusiness Day, that such Interest Reset Date will be postponed to the next succeeding day that is a business dayBusiness Day, except that if the business day next succeeding Business Day falls in the next succeeding calendar month, the applicable Interest Reset Date will be the immediately preceding business dayBusiness Day. Interest The interest rate in effect during the initial interest period from, and including, October 23, 2017 to, but excluding November 23, 2017 will be paid on equal to Three-Month USD LIBOR, determined by the Floating Rate Notes to Holders of record of each Floating Rate Note in respect of the principal amount thereof as at the 15th calendar day Calculation Agent two London Business Days prior to the relevant Floating Rate Interest Payment Date. The first interest period will begin on and include January 22October 23, 2016 and will end on and exclude April 222017, 2016. Thereafter, the interest period will be the periods from and including a Floating Rate Interest Payment Date to but excluding the immediately succeeding Floating Rate Interest Payment Date (together with the first interest period, each a “Floating Rate Interest Period”). However, the final Floating Rate Interest Period will be the period from and including the Floating Rate Interest Payment Date immediately preceding the Maturity Date to but excluding the Maturity Date. The calculation agent in respect of the Floating Rate Notes will determine LIBOR (as defined below) for each Floating Rate Interest Period other than the first Floating Rate Interest Period on the second day in which dealings in United States dollars are transacted or, with respect to any future date, are expected to be transacted in the London interbank market (a “London Banking Day”) prior to the first day of such Floating Rate Interest Period (an “Interest Determination Date”)plus 109 basis points.
Appears in 1 contract
Samples: Second Supplemental Indenture (Banco Santander, S.A.)
Terms of the Floating Rate Notes. The following terms relating to the Floating Rate Notes are hereby established pursuant to Section 3.01 of the Base Indenture:
(a) The title of the Floating Rate Notes shall be the “Floating Rate Notes due 20192017”;
(b) The aggregate principal amount of the Floating Rate Notes that may be authenticated and delivered under the Indenture shall not initially exceed $450,000,000, 300,000,000 (except as otherwise provided in the Indenture);
(c) Principal on the Floating Rate Notes shall be payable on January 22March 31, 20192017;
(d) The Floating Rate Notes shall be issued in global registered form on January 22April 1, 20162014 and shall bear interest from April 1, 2014 payable quarterly on the 30th day of March, June, September and December of each year, commencing on June 30, 2014 (each, an “Interest Payment Date”), except that the final Interest Payment Date will be March 31, 2017. The interest rate for the Floating Rate Notes for the first Floating Rate Interest Period (as defined below) will be LIBOR (as defined below) as determined on January 20March 28, 2016 2014 plus the Spread. The Thereafter, the interest rate for each subsequent any Floating Rate Interest Period will be LIBOR as determined on the applicable Interest Determination Date (as defined below) plus the Spread, in each case calculated on the basis of a 360-day year and the actual number of days elapsed. The Spread is 100 94 basis points. The initial Floating Rate Interest Payment Date (as defined below) will fall on April 22, 2016. Thereafter, interest on the Floating Rate Notes will be paid quarterly in arrears arrear on January 22March 30, April 22June 30, July 22 September 30 and October 22 December 30 of each year year, commencing on June 30, 2014 (together with the initial interest payment date, each a “Floating Rate Interest Payment Date”), except that the final Floating Rate Interest Payment Date will be the Maturity Date, March 31, 2017. However, if a Floating Rate Interest Payment Date would fall on a day that is not a business day, other than the interest payment date that is also the date of maturity, the Floating Rate Interest Payment Date will be postponed to the next succeeding day that is a business day and interest thereon will continue to accrueday, except that if the business day falls in the next succeeding calendar month, the applicable Floating Rate Interest Payment Date will be the immediately preceding business day. In each such case, except for the Floating Rate Interest Payment Date falling on the maturity date, the Floating Rate Interest Periods (as defined below) and the Interest Reset Dates (as defined below) will be adjusted accordingly to calculate the amount of interest payable on the notes. The interest rate will be reset on March 30, June 30, September 30 and December 30 of each Floating Rate Interest Payment Date year, commencing on June 30, 2014 (together with the initial interest reset dateeach, each an “Interest Reset Date”). However, if any Interest Reset Date would otherwise be a day that is not a business day, that Interest Reset Date will be postponed to the next succeeding day that is a business day, except that if the business day falls in the next succeeding calendar month, the applicable Interest Reset Date will be the immediately preceding business day. Interest will be paid on the Floating Rate Notes to Holders of record of each Floating Rate Note in respect of the principal amount thereof as at the 15th calendar day prior to the relevant Floating Rate Interest Payment Date. The first interest period will begin on be the period from and include January 22including April 1, 2016 and will end on and exclude April 22, 20162014 to but excluding the immediately succeeding Interest Reset Date. Thereafter, the interest period periods will be the periods from and including a Floating Rate an Interest Payment Reset Date to but excluding the immediately succeeding Floating Rate Interest Payment Reset Date (together with the first interest period, each a “Floating Rate Interest Period”). However, the final Floating Rate Interest Period will be the period from and including the Floating Rate Interest Payment Reset Date immediately preceding the Maturity Date maturity date to but excluding the Maturity Datematurity date. The calculation agent in respect of the Floating Rate Notes will determine LIBOR (as defined below) for each Floating Rate Interest Period other than the first Floating Rate Interest Period on the second London business day in which dealings in United States dollars are transacted or, with respect to any future date, are expected to be transacted in the London interbank market (a “London Banking Day”) prior to the first day of such Floating Rate Interest Period (an “Interest Determination Date”). LIBOR for the first Floating Rate Interest Period will be determined on March 28, 2014.
Appears in 1 contract
Samples: First Supplemental Indenture (Royal Bank of Scotland Group PLC)
Terms of the Floating Rate Notes. The following terms relating to the Floating Rate Notes are hereby established pursuant to Section 3.01 of the Base Indenture:
(a) The title of the Floating Rate Notes shall be designated as: the “Series 156 Senior Preferred Floating Rate Notes due 2019”2024;
(b) The price at which the Floating Rate Notes shall be issued is 100.000% of the principal amount thereof;
(c) The aggregate principal amount of the Floating Rate Notes that may be authenticated and delivered under the Senior Preferred Debt Securities Indenture shall not exceed $450,000,000650,000,000, except as otherwise provided in the Senior Preferred Debt Securities Indenture, including Section 2.02(v) hereof;
(cd) Principal on the Floating Rate Notes shall be payable on January 22May 24, 20192024;
(de) The Floating Rate Notes shall be issued in global registered form on January 22May 24, 20162022. The interest rate for From (and including) the Floating Rate Notes for date of issuance to (and excluding) the first Floating Rate Interest Period (as defined below) will be LIBOR (as defined below) as determined on January 20Maturity Date, 2016 plus the Spread. The interest rate for each subsequent Floating Rate Interest Period will be LIBOR as determined on the applicable Interest Determination Date (as defined below) plus the Spread, in each case calculated on the basis of a 360-day year and the actual number of days elapsed. The Spread is 100 basis points. The initial Floating Rate Interest Payment Date (as defined below) will fall on April 22, 2016. Thereafter, interest on the Floating Rate Notes will bear interest at a rate per annum equal to the Compounded SOFR plus 124 basis points, subject to a minimum interest rate of 0% (the “Floating Rate Interest Rate”). Interest will be paid payable quarterly in arrears on January 22February 24, April 22May 24, July 22 August 24, and October 22 November 24 of each year (together with the initial interest payment date, each a “Floating Rate Interest Payment Date”). However, commencing on August 24, 2022, up to and including the Maturity Date or any date of earlier redemption; provided, that if a any scheduled Floating Rate Interest Payment Date, other than the scheduled Maturity Date or date of redemption or repayment, would fall on a day that is not a business dayBusiness Day, other than the interest payment date that is also the date of maturity, the Floating Rate Interest Payment Date will be postponed to the next succeeding day that is a business day and interest thereon will continue to accrueBusiness Day, except that if the business day that Business Day falls in the next succeeding calendar month, the applicable Floating Rate Interest Payment Date will be the immediately preceding business dayBusiness Day. In each such case, except The Regular Record Dates for the Floating Rate Notes will be 15 calendar days immediately preceding the relevant Floating Interest Payment Date. If the scheduled Maturity Date or date of redemption or repayment is not a Business Day, the Company will pay any interest and principal and/or any amount payable upon redemption of the Floating Rate Notes, as applicable, on the next succeeding Business Day, but such final Floating Interest Payment Date falling on the maturity date, the Floating Rate Interest Periods and the Interest Reset Dates (as defined below) will be adjusted accordingly to calculate the amount of interest payable on the notes. The interest rate will be reset on each Floating Rate Interest Payment Date (together with the initial interest reset date, each an “Interest Reset Date”). However, if any Interest Reset Date would otherwise be a day that is not a business day, that Interest Reset Date will be postponed to and interest on that payment will not accrue from and after the next succeeding day that is a business day, except that if the business day falls in the next succeeding calendar month, the applicable Interest Reset Date will be the immediately preceding business dayscheduled maturity date or date of redemption or repayment. Interest will be paid on the Floating Rate Notes to Holders of record of shall be determined five U.S. Government Securities Business Days before each Floating Rate Note in respect of the principal amount thereof as at the 15th calendar day prior to the relevant Floating Rate Interest Payment Date. The first ;
(f) Each interest period on the Floating Rate Notes will begin on (and include January 22, 2016 and will end on and exclude April 22, 2016. Thereafter, the interest period will be the periods from and including include) a Floating Rate Interest Payment Date to but excluding the immediately succeeding Floating Rate Interest Payment Date (together with or, in the case of the first interest period, May 24, 2022) and end on (but exclude) the following Floating Interest Payment Date, or, in the case of the final interest period, the Maturity Date (each a an “Floating Rate Interest Period”). However, ;
(g) The amount of interest accrued and payable on the final Floating Rate Notes for each Interest Period will be equal to the period from and including product of (i) the outstanding principal amount of the Floating Rate Notes multiplied by (ii) the product of (a) the interest rate for the relevant Interest Payment Date immediately preceding Period multiplied by (b) the Maturity Date quotient of the actual number of calendar days in such Interest Period divided by 360;
(h) No premium, upon redemption or otherwise, shall be payable by the Company on the Floating Rate Notes;
(i) Principal of and any interest on the Floating Rate Notes shall be paid to but excluding the Maturity Date. Holder through The calculation Bank of New York Mellon, as paying agent of the Company having offices in London, United Kingdom and the Borough of Manhattan, The City of New York;
(j) The Floating Rate Notes shall not be redeemable except as provided in Article 11 of the Senior Preferred Debt Securities Indenture;
(k) The Company shall have no obligation to redeem or purchase the Floating Rate Notes pursuant to any sinking fund or analogous provision;
(l) The Floating Rate Notes shall be issued only in minimum denominations of $200,000 and integral multiples of $200,000 in excess thereof;
(m) The principal amount of the Floating Rate Notes shall be payable, subject to the conditions set forth in Section 3.07 hereto, upon the declaration of acceleration thereof pursuant to Section 5.02 of the Base Indenture, as amended by Section 3.07 hereto;
(n) Additional Amounts in respect of the Floating Rate Notes will determine LIBOR shall be payable as set forth in the Senior Preferred Debt Securities Indenture;
(as defined belowo) for each The Floating Rate Interest Period Notes shall be denominated in, and payments thereon shall be made in, U.S. Dollars only;
(p) The payment of principal of or interest, if any, on the Floating Rate Notes shall be payable only in the coin or currency in which the Floating Rate Notes are denominated;
(q) The Floating Rate Notes will be issued in the form of one or more global securities in registered form, without coupons attached, and initially registered in the name of Cede & Co., as nominee of The Depository Trust Company, the Depositary;
(r) The Floating Rate Notes will not be initially issued in definitive form;
(s) The Events of Default on the Floating Rate Notes are as provided for in the Senior Preferred Debt Securities Indenture;
(t) The Company agrees with respect to the Floating Rate Notes and each Holder of the Floating Rate Notes, by his or her acquisition of the Floating Rate Notes will be deemed to have agreed to the ranking as described in Section 2.02 of the Senior Preferred Debt Securities Indenture. Each such Holder will be deemed to have irrevocably waived his or her rights of priority which would otherwise be accorded to him or her under the laws of Spain, to the extent necessary to effectuate the ranking provisions of the Floating Rate Notes. In addition, each Holder of the Floating Rate Notes by his or her acquisition of such Floating Rate Notes authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to effectuate the ranking of such Floating Rate Notes as provided in the Senior Preferred Debt Securities Indenture, and appoints the Trustee as his or her attorney-in-fact for any and all such purposes;
(u) The form of the Floating Rate Notes to be issued on the date hereof shall be substantially in the form of Exhibit B hereto;
(v) The Company may issue additional Floating Rate Notes (“Additional Floating Rate Notes”) after the date hereof having the same ranking and same interest rate, maturity date, redemption terms and other than terms, except for the price to the public, original interest accrual date, issue date and first Floating Rate Interest Payment Date, as the Floating Rate Notes; provided, however, that such Additional Floating Rate Notes will not have the same CUSIP, ISIN or other identifying number as the outstanding Floating Rate Notes unless the Additional Floating Rate Notes are fungible with the Floating Rate Notes for U.S. federal income tax purposes. Any such Additional Floating Rate Notes, together with the Floating Rate Notes, will constitute a single series of securities under the Senior Preferred Debt Securities Indenture;
(w) The Company appoints The Bank of New York Mellon, London Branch, as the Principal Paying Agent for the Floating Rate Notes. The initial Calculation Agent for the Floating Rate Notes shall be The Bank of New York Mellon, London Branch pursuant to the terms of a calculation agency agreement dated as of the date hereof between The Bank of New York Mellon, London Branch and the Company (the “Calculation Agency Agreement”);
(x) The Company appoints Xxx Xxxx xx Xxx Xxxx Xxxxxx XX/NV, Luxembourg Branch, as the Senior Preferred Debt Securities Registrar for the Floating Rate Notes pursuant to Section 3.05 of the Base Indenture;
(y) If (i) a TLAC/MREL Disqualification Event or (ii) a tax event that would entitle the Company to redeem the Floating Rate Notes as set forth in Section 11.08 of the Base Indenture, occurs and is continuing, the Company may substitute all (but not some) of the Floating Rate Notes or modify the terms of all (but not some) of the Floating Rate Notes as provided for in Section 8.04 of the Senior Preferred Debt Securities Indenture;
(z) Subject to applicable law, neither any Holder or beneficial owner of the Floating Rate Notes nor the Trustee acting on behalf of the Holders of the Floating Rate Notes may exercise, claim or plead any right of set-off, netting, compensation or retention in respect of any amount owed to it by the Company in respect of, or arising under, or in connection with, the Floating Rate Notes as provided for in Section 5.15 of the Senior Preferred Debt Securities Indenture;
(aa) Each Holder of the Floating Rate Notes acknowledges, accepts, consents to and agrees to be bound by the effect of the exercise of the Bail-in Power by the Relevant Resolution Authority as provided for in Article 12 of the Senior Preferred Debt Securities Indenture;
(ab) The Bank of New York Xxxxxx XX/NV, Luxembourg Branch, as the Senior Preferred Debt Securities Registrar for the Floating Rate Notes acknowledges, accepts, consents to and agrees to be bound by the effect of the exercise of the Bail-in Power by the Relevant Resolution Authority as provided for in Article 12 of the Senior Preferred Debt Securities Indenture;
(ac) If the Company or its designee determine on or prior to the relevant SOFR Determination Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Compounded SOFR, then the provisions set forth below will thereafter apply to all determinations of the rate of interest payable on the Floating Rate Notes. For the avoidance of doubt, in accordance with the benchmark replacement provisions, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the interest payable for each Interest Period on the second day Floating Rate Notes will be an annual rate equal to the sum of the Benchmark Replacement and the applicable margin;
(1) If the Company or its designee determines on or prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred in which dealings respect of the then-current Benchmark, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Floating Rate Notes in United States dollars are transacted orrespect of all determinations on such date and all determinations on all subsequent dates;
(2) In connection with the implementation of a Benchmark Replacement, the Company or its designee will have the right to make Benchmark Replacement Conforming Changes from time to time. No such change shall affect the Trustee’s or the Calculation Agent’s own rights, duties or immunities under the Base Indenture, the Calculation Agency Agreement or otherwise without their consent;
(3) Any determination, decision, election or calculation that may be made by the Company or its designee pursuant to the provisions described in this section, including any determination with respect to a rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any future datedecision to take or refrain from taking any action or any selection, are expected to will be transacted conclusive and binding absent manifest error, will be made in the London interbank market (a “London Banking Day”) prior Company or the Calculation Agent’s sole discretion, and, notwithstanding anything to the first day of such contrary in the documentation relating to the Floating Rate Interest Period Notes, shall become effective without consent from the Holders of the Floating Rate Notes or any other party;
(an “Interest Determination Date”).4) In no event shall the Calculation Agent, the Trustee or any paying agent be responsible for making any such determination, decision, election or calculation; or have any responsibility to determine whether any manifest error has occurred, and, in the absence of notice from us, may conclusively assume that no manifest error exists and shall suffer no liability in in so assuming;
Appears in 1 contract
Samples: Third Supplemental Indenture (Banco Santander, S.A.)
Terms of the Floating Rate Notes. (a) The title of the Floating Rate Notes shall be the “Floating Rate Notes due 20192018”;
(b) The aggregate principal amount of the Floating Rate Notes that may be authenticated and delivered under the Indenture shall not exceed $450,000,000500,000,000, except as otherwise provided in the Indenture;
(c) Principal on the Floating Rate Notes shall be payable on January 22March 16, 20192018;
(d) The Floating Rate Notes shall be issued in global registered form on January 22March 17, 20162015. The interest rate for the Floating Rate Notes for the first Floating Rate Interest Period (as defined below) will be LIBOR (as defined below) as determined on January 20March 13, 2016 2015 plus the Spread. The interest rate for each subsequent Floating Rate Interest Period will be LIBOR as determined on the applicable Interest Determination Date (as defined below) plus the Spread, in each case calculated on the basis of a 360-day year and the actual number of days elapsed. The Spread is 100 52 basis points. The initial Floating Rate Interest Payment Date (as defined below) will fall on April 22June 16, 20162015. Thereafter, interest on the Floating Rate Notes will be paid quarterly in arrears on January 22March 16, April 22June 16, July 22 September 16 and October 22 December 16 of each year (together with the initial interest payment date, each a “Floating Rate Interest Payment Date”). However, if a Floating Rate Interest Payment Date would fall on a day that is not a business day, other than the interest payment date that is also the date of maturity, the Floating Rate Interest Payment Date will be postponed to the next succeeding day that is a business day and interest thereon will continue to accrue, except that if the business day falls in the next succeeding calendar month, the applicable Floating Rate Interest Payment Date will be the immediately preceding business day. In each such case, except for the Floating Rate Interest Payment Date falling on the maturity date, the Floating Rate Interest Periods and the Interest Reset Dates (as defined below) will be adjusted accordingly to calculate the amount of interest payable on the notes. The interest rate will be reset on each Floating Rate Interest Payment Date (together with the initial interest reset date, each an “Interest Reset Date”). However, if any Interest Reset Date would otherwise be a day that is not a business day, that Interest Reset Date will be postponed to the next succeeding day that is a business day, except that if the business day falls in the next succeeding calendar month, the applicable Interest Reset Date will be the immediately preceding business day. Interest will be paid on the Floating Rate Notes to Holders holders of record of each Floating Rate Note in respect of the principal amount thereof as at the 15th calendar day prior to the relevant Floating Rate Interest Payment Date. The first interest period will begin on and include January 22March 17, 2016 2015 and will end on and exclude April 22June 16, 20162015. Thereafter, the interest period will be the periods from and including a Floating Rate Interest Payment Date to but excluding the immediately succeeding Floating Rate Interest Payment Date (together with the first interest period, each a “Floating Rate Interest Period”). However, the final Floating Rate Interest Period will be the period from and including the Floating Rate Interest Payment Date immediately preceding the Maturity Date to but excluding the Maturity Date. The calculation agent in respect of the Floating Rate Notes will determine LIBOR (as defined below) for each Floating Rate Interest Period other than the first Floating Rate Interest Period on the second day in which dealings in United States dollars are transacted or, with respect to any future date, are expected to be transacted in the London interbank market (a “London Banking Day”) prior to the first day of such Floating Rate Interest Period (an “Interest Determination Date”).
Appears in 1 contract
Samples: Fourth Supplemental Indenture (Lloyds Banking Group PLC)
Terms of the Floating Rate Notes. (a) The title of the Floating Rate Notes shall be the “Floating Rate Notes due 20192018”;
(b) The aggregate principal amount of the Floating Rate Notes that may be authenticated and delivered under the Indenture shall not exceed $450,000,000300,000,000, except as otherwise provided in the Indenture;
(c) Principal on the Floating Rate Notes shall be payable on January 22August 17, 20192018;
(d) The Floating Rate Notes shall be issued in global registered form on January 22August 17, 20162015. The interest rate for the Floating Rate Notes for the first Floating Rate Interest Period (as defined below) will be LIBOR (as defined below) as determined on January 20August 13, 2016 2015 plus the Spread. The interest rate for each subsequent Floating Rate Interest Period will be LIBOR as determined on the applicable Interest Determination Date (as defined below) plus the Spread, in each case calculated on the basis of a 360-day year and the actual number of days elapsed. The Spread is 100 78 basis points. The initial Floating Rate Interest Payment Date (as defined below) will fall on April 22November 17, 20162015. Thereafter, interest on the Floating Rate Notes will be paid quarterly in arrears on January 22February 17, April 22May 17, July 22 August 17 and October 22 November 17, of each year (together with the initial interest payment date, each a “Floating Rate Interest Payment Date”). However, if a Floating Rate Interest Payment Date would fall on a day that is not a business day, other than the interest payment date that is also the date of maturity, the Floating Rate Interest Payment Date will be postponed to the next succeeding day that is a business day and interest thereon will continue to accrue, except that if the business day falls in the next succeeding calendar month, the applicable Floating Rate Interest Payment Date will be the immediately preceding business day. In each such case, except for the Floating Rate Interest Payment Date falling on the maturity date, the Floating Rate Interest Periods and the Interest Reset Dates (as defined below) will be adjusted accordingly to calculate the amount of interest payable on the notes. The interest rate will be reset on each Floating Rate Interest Payment Date (together with the initial interest reset date, each an “Interest Reset Date”). However, if any Interest Reset Date would otherwise be a day that is not a business day, that Interest Reset Date will be postponed to the next succeeding day that is a business day, except that if the business day falls in the next succeeding calendar month, the applicable Interest Reset Date will be the immediately preceding business day. Interest will be paid on the Floating Rate Notes to Holders of record of each Floating Rate Note in respect of the principal amount thereof as at the 15th calendar day prior to the relevant Floating Rate Interest Payment Date. The first interest period will begin on and include January 22August 17, 2016 2015 and will end on and exclude April 22November 17, 20162015. Thereafter, the interest period will be the periods from and including a Floating Rate Interest Payment Date to but excluding the immediately succeeding Floating Rate Interest Payment Date (together with the first interest period, each a “Floating Rate Interest Period”). However, the final Floating Rate Interest Period will be the period from and including the Floating Rate Interest Payment Date immediately preceding the Maturity Date to but excluding the Maturity Date. The calculation agent in respect of the Floating Rate Notes will determine LIBOR (as defined below) for each Floating Rate Interest Period other than the first Floating Rate Interest Period on the second day in which dealings in United States dollars are transacted or, with respect to any future date, are expected to be transacted in the London interbank market (a “London Banking Day”) prior to the first day of such Floating Rate Interest Period (an “Interest Determination Date”).
Appears in 1 contract
Samples: Sixth Supplemental Indenture (Lloyds Banking Group PLC)
Terms of the Floating Rate Notes. (a) The title of the Floating Rate Notes shall be the “Floating Rate Notes due 20192018”;
(b) The aggregate principal amount of the Floating Rate Notes that may be authenticated and delivered under the Indenture shall not exceed $450,000,000400,000,000, except as otherwise provided in the Indenture;
(c) Principal on the Floating Rate Notes shall be payable on January 22May 14, 20192018;
(d) The Floating Rate Notes shall be issued in global registered form on January 22May 14, 20162015. The interest rate for the Floating Rate Notes for the first Floating Rate Interest Period (as defined below) will be LIBOR (as defined below) as determined on January 20May 12, 2016 2015 plus the Spread. The interest rate for each subsequent Floating Rate Interest Period will be LIBOR as determined on the applicable Interest Determination Date (as defined below) plus the Spread, in each case calculated on the basis of a 360-day year and the actual number of days elapsed. The Spread is 100 55 basis points. The initial Floating Rate Interest Payment Date (as defined below) will fall on April 22August 14, 20162015. Thereafter, interest on the Floating Rate Notes will be paid quarterly in arrears on January 22February 14, April 22May 14, July 22 August 14 and October 22 November 14 of each year (together with the initial interest payment date, each a “Floating Rate Interest Payment Date”). However, if a Floating Rate Interest Payment Date would fall on a day that is not a business day, other than the interest payment date that is also the date of maturity, the Floating Rate Interest Payment Date will be postponed to the next succeeding day that is a business day and interest thereon will continue to accrue, except that if the business day falls in the next succeeding calendar month, the applicable Floating Rate Interest Payment Date will be the immediately preceding business day. In each such case, except for the Floating Rate Interest Payment Date falling on the maturity date, the Floating Rate Interest Periods and the Interest Reset Dates (as defined below) will be adjusted accordingly to calculate the amount of interest payable on the notes. The interest rate will be reset on each Floating Rate Interest Payment Date (together with the initial interest reset date, each an “Interest Reset Date”). However, if any Interest Reset Date would otherwise be a day that is not a business day, that Interest Reset Date will be postponed to the next succeeding day that is a business day, except that if the business day falls in the next succeeding calendar month, the applicable Interest Reset Date will be the immediately preceding business day. Interest will be paid on the Floating Rate Notes to Holders holders of record of each Floating Rate Note in respect of the principal amount thereof as at the 15th calendar day prior to the relevant Floating Rate Interest Payment Date. The first interest period will begin on and include January 22May 14, 2016 2015 and will end on and exclude April 22August 14, 20162015. Thereafter, the interest period will be the periods from and including a Floating Rate Interest Payment Date to but excluding the immediately succeeding Floating Rate Interest Payment Date (together with the first interest period, each a “Floating Rate Interest Period”). However, the final Floating Rate Interest Period will be the period from and including the Floating Rate Interest Payment Date immediately preceding the Maturity Date to but excluding the Maturity Date. The calculation agent in respect of the Floating Rate Notes will determine LIBOR (as defined below) for each Floating Rate Interest Period other than the first Floating Rate Interest Period on the second day in which dealings in United States dollars are transacted or, with respect to any future date, are expected to be transacted in the London interbank market (a “London Banking Day”) prior to the first day of such Floating Rate Interest Period (an “Interest Determination Date”).
Appears in 1 contract
Samples: Fifth Supplemental Indenture (Lloyds Banking Group PLC)
Terms of the Floating Rate Notes. The following terms relating to the Floating Rate Notes are hereby established pursuant to Section 3.01 of the Base Indenture:
(a) The title of the Floating Rate Notes shall be the “$300,000,000 Senior Callable Floating Rate Notes due 20192028”;
(b) The aggregate principal amount of the Floating Rate Notes that may be authenticated and delivered under the Indenture shall not initially exceed $450,000,000, 300,000,000 (except as otherwise provided in the Indenture);
(c) Principal on the Floating Rate Notes shall be payable on January 22March 1, 20192028 (the “Floating Rate Notes Maturity Date”), unless earlier redeemed in accordance with the provisions set forth in Article 11 of the Indenture;
(d) The Floating Rate Notes shall be issued in global registered form on January 22or about February 29, 20162024;
(e) The Floating Rate Notes shall bear interest from (and including) February 29, 2024 to (but excluding) the Floating Rate Notes Maturity Date, at a rate of equal to the Benchmark (initially, Compounded Daily SOFR) plus 1.250% per annum (the “Floating Rate Notes Margin”). The interest rate applicable to the Floating Rate Notes will be reset quarterly on March 1, June 1, September 1 and December 1 of each year, beginning on June 1, 2024 (each, a “Floating Rate Notes Interest Reset Date”). The regular record dates for the Floating Rate Notes for will be the first 15th calendar day immediately preceding each Floating Rate Interest Period (as defined below) will be LIBOR (as defined below) as determined on January 20, 2016 plus the Spread. The interest rate for each subsequent Floating Rate Interest Period will be LIBOR as determined on the applicable Interest Determination Date (as defined below) plus the Spread, in each case calculated on the basis of a 360-day year and the actual number of days elapsed. The Spread is 100 basis points. The initial Floating Rate Notes Interest Payment Date (as defined below) will fall on April 22Date, 2016whether or not a business day. Thereafter, interest Interest on the Floating Rate Notes will be paid payable quarterly in arrears arrear on January 22March 1, April 22June 1, July 22 September 1 and October 22 December 1 of each year year, beginning on June 1, 2024 and ending on maturity (each, a “Floating Rate Notes Interest Payment Date” and, together with each 2028 Notes Interest Payment Date and 2035 Notes Interest Payment Date, each an “Interest Payment Date”).
(f) Interest on the initial Floating Rate Notes will be calculated on the basis of the actual number of days in each interest payment dateperiod, assuming a 360-day year. An interest period will be the period beginning on (and including) a Floating Rate Notes Interest Payment Date and ending on (but excluding) the next succeeding Floating Rate Notes Interest Payment Date; provided that the first floating rate interest period of the Floating Rate Notes will begin on June 1, 2024 and will end on (but exclude) the first Floating Rate Notes Interest Payment Date (each a “Floating Rate Interest Payment DatePeriod”). However, if a ;
(g) If any scheduled Floating Rate Notes Interest Reset Date or Floating Rate Notes Interest Payment Date would fall on a day that (other than the maturity date) is not a business day, other than the interest payment date that is also the date of maturity, the such Floating Rate Notes Interest Reset Date or Floating Rate Notes Interest Payment Date will be postponed to the next succeeding day that is a business day and interest thereon will continue to accrue, except day; provided that if the that business day falls in the next succeeding calendar month, the applicable such Floating Rate Notes Interest Reset Date or Floating Rate Notes Interest Payment Date will be the immediately preceding business day. In each If any such case, except for the Floating Rate Interest Payment Date falling on the maturity date, the Floating Rate Interest Periods and the Interest Reset Dates (as defined below) will be adjusted accordingly to calculate the amount of interest payable on the notes. The interest rate will be reset on each Floating Rate Notes Interest Payment Date (together with other than the initial interest reset maturity date, each an “Interest Reset Date”). However, if any Interest Reset Date would otherwise be a day that ) is not a business day, that Interest Reset Date will be postponed to the next succeeding day that is a business day, except that if the business day falls in the next succeeding calendar monthor brought forward as described above, the applicable Interest Reset Date will be the immediately preceding business day. Interest will be paid payment of interest due on the such postponed or brought forward Floating Rate Notes Interest Payment Date will include interest accrued to Holders of record of each but excluding such postponed or brought forward Floating Rate Note in respect of the principal amount thereof as at the 15th calendar day prior to the relevant Floating Rate Notes Interest Payment Date. The first interest period will begin on and include January 22, 2016 and will end on and exclude April 22, 2016. Thereafter, the interest period will be the periods from and including a Floating Rate Interest Payment Date to but excluding the immediately succeeding Floating Rate Interest Payment Date (together with the first interest period, each a “Floating Rate Interest Period”). However, the final Floating Rate Interest Period will be the period from and including the Floating Rate Interest Payment Date immediately preceding the Maturity Date to but excluding the Maturity Date. The calculation agent in respect of the Floating Rate Notes will determine LIBOR (as defined below) for each Floating Rate Interest Period other than the first Floating Rate Interest Period on the second day in which dealings in United States dollars are transacted or, with respect to any future date, are expected to be transacted in the London interbank market (a “London Banking Day”) prior to the first day of such Floating Rate Interest Period (an “Interest Determination Date”).
Appears in 1 contract
Samples: Thirteenth Supplemental Indenture (NatWest Group PLC)
Terms of the Floating Rate Notes. The following terms relating to the Floating Rate Notes are hereby established pursuant to Section 3.01 of the Base Indenture:
(a) The title of the Floating Rate Notes shall be the “$300,000,000 Senior Callable Floating Rate Notes due 20192028”;
(b) The aggregate principal amount of the Floating Rate Notes that may be authenticated and delivered under the Indenture shall not initially exceed $450,000,000, 300,000,000 (except as otherwise provided in the Indenture);
(c) Principal on the Floating Rate Notes shall be payable on January 22March 1, 20192028 (the “Floating Rate Notes Maturity Date”), unless earlier redeemed in accordance with the provisions set forth in Article 11 of the Indenture;
(d) The Floating Rate Notes shall be issued in global registered form on January 22or about February 29, 20162024;
(e) The Floating Rate Notes shall bear interest from (and including) February 29, 2024 to (but excluding) the Floating Rate Notes Maturity Date, at a rate of equal to the Benchmark (initially, Compounded Daily SOFR) plus 1.250% per annum (the “Floating Rate Notes Margin”). The interest rate applicable to the Floating Rate Notes will be reset quarterly on March 1, June 1, September 1 and December 1 of each year, beginning on June 1, 2024 (each, a “Floating Rate Notes Interest Reset Date”). The regular record dates for the Floating Rate Notes for will be the first 15th calendar day immediately preceding each Floating Rate Interest Period (as defined below) will be LIBOR (as defined below) as determined on January 20, 2016 plus the Spread. The interest rate for each subsequent Floating Rate Interest Period will be LIBOR as determined on the applicable Interest Determination Date (as defined below) plus the Spread, in each case calculated on the basis of a 360-day year and the actual number of days elapsed. The Spread is 100 basis points. The initial Floating Rate Notes Interest Payment Date (as defined below) will fall on April 22Date, 2016whether or not a business day. Thereafter, interest Interest on the Floating Rate Notes will be paid payable quarterly in arrears arrear on January 22March 1, April 22June 1, July 22 September 1 and October 22 December 1 of each year year, beginning on June 1, 2024 and ending on maturity (each, a “Floating Rate Notes Interest Payment Date” and, together with each 2028 Notes Interest Payment Date and 2035 Notes Interest Payment Date, each an “Interest Payment Date”).
(f) Interest on the initial Floating Rate Notes will be calculated on the basis of the actual number of days in each interest payment dateperiod, assuming a 360-day year. An interest period will be the period beginning on (and including) a Floating Rate Notes Interest Payment Date and ending on (but excluding) the next succeeding Floating Rate Notes Interest Payment Date; provided that the first floating rate interest period of the Floating Rate Notes will begin on June 1, 2024 and will end on (but exclude) the first Floating Rate Notes Interest Payment Date (each a “Floating Rate Interest Payment DatePeriod”). However, if a ;
(g) If any scheduled Floating Rate Notes Interest Reset Date or Floating Rate Notes Interest Payment Date would fall on a day that (other than the maturity date) is not a business day, other than the interest payment date that is also the date of maturity, the such Floating Rate Notes Interest Reset Date or Floating Rate Notes Interest Payment Date will be postponed to the next succeeding day that is a business day and interest thereon will continue to accrue, except day; provided that if the that business day falls in the next succeeding calendar month, the applicable such Floating Rate Notes Interest Reset Date or Floating Rate Notes Interest Payment Date will be the immediately preceding business day. In each If any such case, except for the Floating Rate Interest Payment Date falling on the maturity date, the Floating Rate Interest Periods and the Interest Reset Dates (as defined below) will be adjusted accordingly to calculate the amount of interest payable on the notes. The interest rate will be reset on each Floating Rate Notes Interest Payment Date (together with other than the initial interest reset maturity date, each an “Interest Reset Date”). However, if any Interest Reset Date would otherwise be a day that ) is not a business day, that Interest Reset Date will be postponed to the next succeeding day that is a business day, except that if the business day falls in the next succeeding calendar monthor brought forward as described above, the applicable Interest Reset Date will be the immediately preceding business day. Interest will be paid payment of interest due on the such postponed or brought forward Floating Rate Notes Interest Payment Date will include interest accrued to Holders of record of each but excluding such postponed or brought forward Floating Rate Note in respect of the principal amount thereof as at the 15th calendar day prior to the relevant Floating Rate Notes Interest Payment Date. The first interest period will begin on and include January 22, 2016 and will end on and exclude April 22, 2016. Thereafter, the interest period will be the periods from and including a Floating Rate Interest Payment Date to but excluding the immediately succeeding Floating Rate Interest Payment Date (together with the first interest period, each a “Floating Rate Interest Period”). However, the final Floating Rate Interest Period will be the period from and including the Floating Rate Interest Payment Date immediately preceding the Maturity Date to but excluding the Maturity Date. The calculation agent in respect of the Floating Rate Notes will determine LIBOR (as defined below) for each Floating Rate Interest Period other than the first Floating Rate Interest Period on the second day in which dealings in United States dollars are transacted or, with respect to any future date, are expected to be transacted in the London interbank market (a “London Banking Day”) prior to the first day of such Floating Rate Interest Period (an “Interest Determination Date”).
Appears in 1 contract
Samples: Thirteenth Supplemental Indenture (NatWest Group PLC)
Terms of the Floating Rate Notes. (a) The title of the Floating Rate Notes shall be the “Senior Callable Floating Rate Notes due 20192027”;
(b) The aggregate principal amount of the Floating Rate Notes that may be authenticated and delivered under the Indenture shall not exceed $450,000,000500,000,000, except as otherwise provided in the Indenture;
(c) Principal on the Floating Rate Notes shall be payable on January 22August 7, 20192027 (the “Maturity Date”);
(d) The Floating Rate Notes shall be issued in global registered form on January 22August 7, 20162023 (the “Issue Date”). The interest rate for the Floating Rate Notes for (the first “Floating Rate Notes Interest Rate”) will be equal to the sum of (A) the SOFR Index Average (as defined below), as determined, with respect to each Floating Rate Notes Interest Period (as defined below) will be LIBOR (as defined below) as determined on January 20), 2016 plus the Spread. The interest rate for each subsequent Floating Rate Interest Period will be LIBOR as determined on the applicable Floating Rate Notes Interest Determination Date (as defined below), and (B) plus 1.560% per annum, provided that the SpreadFloating Rate Notes Interest Rate with respect to any Floating Rate Notes Interest Period shall be subject to a minimum rate per annum of 0.00%, in each case calculated on the basis of a 360-day year and the actual number of days elapsed. The Spread is 100 basis points. The initial first Floating Rate Notes Interest Payment Date (as defined below) will fall on April 22November 7, 20162023. Thereafter, interest on the Floating Rate Notes will be paid quarterly in arrears on January 22February 7, April 22May 7, July 22 August 7 and October 22 November 7 of each year (together with the initial interest payment datefirst Floating Rate Notes Interest Payment Date, each a “Floating Rate Notes Interest Payment Date”). However, if a Floating Rate Notes Interest Payment Date would fall on a day that is not a business dayBusiness Day, other than the interest payment date that is also the date of maturity, the Floating Rate Notes Interest Payment Date will be postponed to the next succeeding day that is a business day Business Day and interest thereon will continue to accrue, except that if the business day Business Day falls in the next succeeding calendar month, the applicable Floating Rate Notes Interest Payment Date will be the immediately preceding business dayBusiness Day. In each such case, except for the Floating Rate Notes Interest Payment Date falling on the maturity dateMaturity Date, the Floating Rate Notes Interest Periods and the Interest Floating Rate Notes Reset Dates (as defined below) will be adjusted accordingly to calculate the amount of interest payable on the notesFloating Rate Notes. The interest rate Floating Rate Notes Interest Rate will be reset on each Floating Rate Notes Interest Payment Date (together with the initial interest reset datedate for the Floating Rate Notes, each an a “Interest Floating Rate Notes Reset Date”). However, if any Interest Floating Rate Notes Reset Date would otherwise be a day that is not a business dayBusiness Day, that Interest Floating Rate Notes Reset Date will be postponed to the next succeeding day that is a business dayBusiness Day, except that if the business day Business Day falls in the next succeeding calendar month, the applicable Interest Floating Rate Notes Reset Date will be the immediately preceding business dayBusiness Day. Interest will be paid on the Floating Rate Notes to Holders of record of each the Floating Rate Note Notes in respect of the principal amount thereof as at the 15th outstanding 15 calendar day prior to days immediately preceding the relevant Floating Rate Notes Interest Payment Date, whether or not a Business Day. If the scheduled Maturity Date or date of redemption or repayment is not a Business Day, the Company may pay interest and principal on the next succeeding Business Day, but interest on that payment shall not accrue during the period from and after the scheduled Maturity Date or date of redemption or repayment. The first interest period will begin on and include January 22August 7, 2016 2023 and will end on and exclude April 22November 7, 20162023. Thereafter, the interest period periods will be the periods from and including a Floating Rate Notes Interest Payment Date to but excluding the immediately succeeding Floating Rate Notes Interest Payment Date (together with the first initial interest period, each a “Floating Rate Notes Interest Period”). However, the final Floating Rate Notes Interest Period will be the period from and including the Floating Rate Notes Interest Payment Date immediately preceding the Maturity Date to but excluding the Maturity Date. The calculation agent Calculation Agent in respect of the Floating Rate Notes Note will determine LIBOR the Floating Rate Notes Interest Rate for each Floating Rate Notes Interest Period on the fifth U.S. Government Securities Business Day by reference to the SOFR Index Average (as defined below) for each on that date (the “Floating Rate Interest Period other than the first Floating Rate Interest Period on the second day in which dealings in United States dollars are transacted or, with respect to any future date, are expected to be transacted in the London interbank market (a “London Banking Day”) prior to the first day of such Floating Rate Interest Period (an “Notes Interest Determination Date”).
Appears in 1 contract
Samples: Seventeenth Supplemental Indenture (Lloyds Banking Group PLC)
Terms of the Floating Rate Notes. The following terms relating to the Floating Rate Notes are hereby established pursuant to Section 3.01 of the Base Second Ranking Senior Indenture:
(a) The title of the Floating Rate Notes shall be be: the “Series 5 Second Ranking Senior Floating Rate Notes due 2019”2022;
(b) the price at which the Floating Rate Notes shall be issued is 100.000% of the principal amount thereof;
(c) The aggregate principal amount of the Floating Rate Notes that may be authenticated and delivered under the Second Ranking Senior Indenture shall not exceed $450,000,000500,000,000, except as otherwise provided in the Second Ranking Senior Indenture, including Section 2.03(t) hereof;
(cd) Principal on the Floating Rate Notes shall be payable on January 22April 11, 20192022 (the “Floating Rate Notes Maturity Date” and, together with the 2022 Fixed Rate Maturity Date and the 2027 Fixed Rate Maturity Date, a ‘Maturity Date”);
(de) The Floating Rate Notes shall be issued in global registered form on April 11, 2017 and shall bear interest from and including April 11, 2017 payable quarterly in arrears on January 2211, 2016. The interest rate for the April 11, July 11 and October 11 (each, a “Floating Rate Notes for Note Interest Payment Date” and, together with the first Floating Rate Interest Period (as defined below) will be LIBOR (as defined below) as determined on January 20, 2016 plus the Spread. The interest rate for each subsequent Floating Rate Interest Period will be LIBOR as determined on the applicable Interest Determination Date (as defined below) plus the Spread, in each case calculated on the basis of a 360-day year and the actual number of days elapsed. The Spread is 100 basis points. The initial Floating 2022 Fixed Rate Interest Payment Date (as defined and the 2027 Fixed Rate Interest Payment Date, an “Interest Payment Date” ), commencing July 11, 2017. The Floating Rate Notes shall bear interest at a floating rate determined in the manner provided below) will fall on April 22, 2016. Thereafter, interest on The Regular Record Dates for the Floating Rate Notes will be paid quarterly in arrears on January 22, April 22, July 22 and October 22 of each year (together with 15 calendar days immediately preceding the initial interest payment date, each a “relevant Floating Rate Note Interest Payment Date”). However, if whether or not a Business Day; provided, however, that interest payable on the maturity date or any redemption date shall be payable to the person to whom the principal of such Floating Rate Notes shall be payable. If any Floating Rate Notes Interest Payment Date would fall (other than the maturity date or any redemption date) falls on a day that is not a business day, other than the interest payment date that is also the date of maturityBusiness Day, the Floating Rate Notes Interest Payment Date will be postponed to the next succeeding day that is a business day Business Day and interest thereon will continue accrue to accruebut excluding such Floating Rate Notes Interest Payment Date, except that if the business day such Business Day falls in the next succeeding calendar month, the applicable Floating Rate Notes Interest Payment Date will be the immediately preceding business dayBusiness Day. In each such case, except for If the maturity date or any redemption date of the Floating Rate Interest Payment Date falling Notes falls on a day that is not a Business Day, the payment of principal, premium and Additional Amounts, if any, and interest, if any, otherwise payable on such date will be postponed to the next succeeding Business Day, and no interest on such payment will accrue from and after the maturity date or such redemption date, the Floating Rate Interest Periods and the Interest Reset Dates (as defined below) will be adjusted accordingly to calculate the amount of interest payable on the notesapplicable. The interest rate on the Floating Rate Notes will be reset quarterly on January 11, April 11, July 11 and October 11 of each Floating Rate Interest Payment Date year, beginning on July 11, 2017 (together with the initial interest reset date, each an “Interest Reset Date”). However, if any Interest Reset Date would otherwise be a day that is not a business dayBusiness Day, that such Interest Reset Date will be postponed to the next succeeding day that is a business dayBusiness Day, except that if the business day next succeeding Business Day falls in the next succeeding calendar month, the applicable Interest Reset Date will be the immediately preceding business dayBusiness Day. Interest The interest rate in effect during the initial interest period from April 11, 2017 to July 11, 2017 will be paid on equal to Three-Month LIBOR, determined by the Floating Rate Notes to Holders of record of each Floating Rate Note in respect of the principal amount thereof as at the 15th calendar day Calculation Agent two London Business Days prior to the relevant Floating Rate Interest Payment Date. The first interest period will begin on and include January 22April 11, 2016 and will end on and exclude April 222017, 2016. Thereafter, the interest period will be the periods from and including a Floating Rate Interest Payment Date to but excluding the immediately succeeding Floating Rate Interest Payment Date (together with the first interest period, each a “Floating Rate Interest Period”). However, the final Floating Rate Interest Period will be the period from and including the Floating Rate Interest Payment Date immediately preceding the Maturity Date to but excluding the Maturity Date. The calculation agent in respect of the Floating Rate Notes will determine LIBOR (as defined below) for each Floating Rate Interest Period other than the first Floating Rate Interest Period on the second day in which dealings in United States dollars are transacted or, with respect to any future date, are expected to be transacted in the London interbank market (a “London Banking Day”) prior to the first day of such Floating Rate Interest Period (an “Interest Determination Date”)plus 156 basis points.
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Samples: First Supplemental Indenture (Banco Santander, S.A.)
Terms of the Floating Rate Notes. (a) The title of the Floating Rate Notes shall be the “Floating Rate Notes due 20192021”;
(b) The aggregate principal amount of the Floating Rate Notes that may be authenticated and delivered under the Indenture shall not exceed $450,000,0001,000,000,000, except as otherwise provided in the Indenture;
(c) Principal on the Floating Rate Notes shall be payable on January 22May 7, 20192021;
(d) The Floating Rate Notes shall be issued in global registered form on January 22May 8, 20162018. The interest rate for the Floating Rate Notes for the first Floating Rate Interest Period (as defined below) will be LIBOR (as defined below) as determined on January 20May 3, 2016 2018 plus the Spread. The interest rate for each subsequent Floating Rate Interest Period will be LIBOR as determined on the applicable Interest Determination Date interest determination date (as defined below) plus the Spread, in each case calculated on the basis of a 360-day year and the actual number of days elapsed. The Spread is 100 49 basis points. The initial Floating Rate Interest Payment Date (as defined below) will fall on April 22August 7, 20162018. Thereafter, interest on the Floating Rate Notes will be paid quarterly in arrears on January 22February 7, April 22May 7, July 22 August 7 and October 22 November 7 of each year (together with the initial interest payment date, each a “Floating Rate Interest Payment Date”). However, if a Floating Rate Interest Payment Date would fall on a day that is not a business dayBusiness Day, other than the interest payment date that is also the date of maturity, the Floating Rate Interest Payment Date will be postponed to the next succeeding day that is a business day Business Day and interest thereon will continue to accrue, except that if the business day Business Day falls in the next succeeding calendar month, the applicable Floating Rate Interest Payment Date will be the immediately preceding business dayBusiness Day. In each such case, except for the Floating Rate Interest Payment Date falling on the maturity date, the Floating Rate Interest Periods and the Interest Reset Dates (as defined below) will be adjusted accordingly to calculate the amount of interest payable on the notes. The interest rate will be reset on each Floating Rate Interest Payment Date (together with the initial interest reset date, each an “Interest Reset Date”). However, if any Interest Reset Date would otherwise be a day that is not a business dayBusiness Day, that Interest Reset Date will be postponed to the next succeeding day that is a business dayBusiness Day, except that if the business day Business Day falls in the next succeeding calendar month, the applicable Interest Reset Date will be the immediately preceding business dayBusiness Day. Interest will be paid on the Floating Rate Notes to Holders of record of each Floating Rate Note in respect of the principal amount thereof as at the 15th calendar day prior to the relevant Floating Rate Interest Payment Date. The first interest period will begin on and include January 22May 8, 2016 2018 and will end on and exclude April 22August 7, 20162018. Thereafter, the interest period will be the periods from and including a Floating Rate Interest Payment Date to but excluding the immediately succeeding Floating Rate Interest Payment Date (together with the first interest period, each a “Floating Rate Interest Period”). However, the final Floating Rate Interest Period will be the period from and including the Floating Rate Interest Payment Date immediately preceding the Maturity Date to but excluding the Maturity Date. The calculation agent Calculation Agent in respect of the Floating Rate Notes will determine LIBOR (as defined below) for each Floating Rate Interest Period other than the first Floating Rate Interest Period on the second day in which dealings in United States dollars are transacted or, with respect to any future date, are expected to be transacted in the London interbank market (a “London Banking Day”Day (as defined below) prior to the first day of such Floating Rate Interest Period (an “Interest Determination Dateinterest determination date”).
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