Credit Default Swap Spread definition

Credit Default Swap Spread means, at any CDS Determination Date, the credit default swap spread applicable to a Standard North American Credit Default Swap that specifies the Company as the “Reference Entity” interpolated to the Maturity Date (as the Maturity Date may be extended in accordance with Section 2.5) or, if the Maturity Date (as so extended) is less than one year from such CDS Determination Date, the credit default swap spread applicable to a Standard North American Credit Default Swap that specifies the Company as the “Reference Entity” with a one year maturity, in each case determined as of the close of business on the Business Day immediately preceding such CDS Determination Date, as interpolated, if applicable, and reported by Markit Group Limited or any successor thereto (or, if such source is not then published, such rate on an applicable page providing such information on Bloomberg or other source agreed by the Company and the Administrative Agents). If on any relevant CDS Determination Date the Credit Default Swap Spread is unavailable for a Loan, the Company and the Administrative Agents shall negotiate in good faith (for a period of up to thirty days after the Credit Default Swap Spread first becomes unavailable (such thirty-day period, the “Negotiation Period”)) to agree on an alternative method for establishing the Applicable Rate for such Loan. The Applicable Rate for Eurocurrency Loans and ABR Loans that have a CDS Determination Date that falls during the Negotiation Period (or for which a Credit Default Swap Spread was unavailable as provided above) shall be based upon the Credit Default Swap Spread determined as of the close of business on the Business Day immediately preceding the last CDS Determination Date applicable to such Type of Loan falling prior to the Negotiation Period. If no such alternative method is agreed upon during the Negotiation Period, the Applicable Rate for such Eurocurrency Loans (and for any Loans that have a CDS Determination Date that occurs thereafter) for any day subsequent to the end of the Negotiation Period shall be a rate per annum equal to 75% of the amount set forth under the caption “Maximum Applicable Margin” in the definition of “Applicable Rate”.

Credit Default Swap Spread means, at any CDS Determination Date, the credit default swap spread applicable to senior, unsecured, non-credit enhanced long-term public debt issued by the Borrower interpolated to the scheduled Termination Date (or any later date to which the scheduled Termination Date applicable to any Lenders shall have been extended in accordance with Section 2.20), determined as of the close of business on the Business Day immediately preceding such CDS Determination Date, as reported and interpolated by Markit Group Limited or any successor thereto; provided that if such period is less than one year, the Credit Default Swap Spread shall be based on the credit default swap spread shown for a period of one year. If on the Business Day immediately preceding any CDS Determination Date the Credit Default Swap Spread is unavailable, the Borrower and the Lenders shall negotiate in good faith (for a period of up to thirty days after such CDS Determination Date (such thirty-day period, the “Negotiation Period”)) to agree on an alternative method for establishing the Applicable Margin for Eurocurrency Rate Advances and Base Rate Advances. The Applicable Margin for Eurocurrency Rate Advances and Base Rate Advances for any day which falls during the Negotiation Period shall be based upon the Credit Default Swap Spread most recently available prior to the Negotiation Period. If no such alternative method is agreed upon during the Negotiation Period, the Applicable Margin for Eurocurrency Rate Advances and Base Rate Advances for any day subsequent to the end of the Negotiation Period shall be a rate per annum equal to 75% of the Maximum Applicable Margin for Eurocurrency Rate Advances or Base Rate Advances, as the case may be.

Credit Default Swap Spread as defined in subsection 2.21.

Examples of Credit Default Swap Spread in a sentence

• The Administrative Agent shall promptly give notice to the Borrower and each Lender of each determination of Adjusted LIBOR and the Credit Default Swap Spread, with respect to each Eurodollar Loan.

• The Administrative Agent shall determine each interest rate applicable to the Loans hereunder insofar as such interest rate involves a determination of the Alternate Base Rate, Adjusted LIBOR, LIBOR Rate, Credit Default Swap Spread, Minimum Applicable Margin, or Maximum Applicable Margin, or any applicable default rate pursuant to Section 2.7, and such determination shall be conclusive and binding except in the case of the Administrative Agent’s manifest error or willful misconduct.

• The Administrative Agent shall determine the Applicable Rate from time to time in accordance with the provisions set forth below: The "Euro-Currency Margin" is a rate per annum equal to the Credit Default Swap Spread at the applicable date of determination specified below, subject to the then applicable minimum and maximum rates which are set forth in the "Pricing Grid" below under the respective columns headed "Margin Floor" and "Margin Ceiling".

• If on the next Business Day less than two Reference Banks submit a quotation to the Determination Agent, the Determination Agent shall determine the Credit Default Swap Spread in its reasonable discretion pursuant to § 315 of the German Civil Code on the following Business Day.

• If at any time the Credit Default Swap Spread is unavailable, (i) the Administrative Agent shall notify the Borrower and the Lenders of such unavailability and (ii) the Borrower and the Lenders shall negotiate in good faith (for a period of up to thirty (30) days after the Credit Default Swap Spread becomes unavailable (such thirty-day period , the “Negotiation Period”)) to agree on an alternative method for establishing the Applicable LIBOR Rate.

More Definitions of Credit Default Swap Spread

Credit Default Swap Spread means, at any Determination Date, the credit default swap spread applicable to Index Debt of the Company interpolated for a period to the Termination Date, determined as of the close of business on the Business Day immediately preceding such Determination Date, as reported and interpolated by Markit or any successor thereto; provided, that if such period is less than one year, the Credit Default Swap Spread shall be based on the credit default swap spread shown for a period of one year. Aa3/AA- 0.100% 0.750% 0% 0% A1/A+ 0.200% 0.875% 0% 0% A2/A 0.300% 1.000% 0% 0% A3/A- 0.450% 1.250% 0% 0.250% Baa1/BBB+ 0.600% 1.375% 0% 0.375% Lower 0.750% 1.500% 0% 0.500% If at any time the Credit Default Swap Spread is unavailable, the Company and the Banks shall negotiate in good faith (for a period of up to thirty days after the Credit Default Swap Spread becomes unavailable (such thirty-day period, the “Negotiation Period”)) to agree on an alternative method for establishing the Eurocurrency Margin and the ABR Margin. The Eurocurrency Margin and the ABR Margin at any date of determination thereof in accordance with the preceding provisions of this Section which falls during the Negotiation Period shall be based upon the then most recently available quote of the Credit Default Swap Spread. If no such alternative method is agreed upon during the Negotiation Period, the Eurocurrency Margin and the ABR Margin at any date of determination subsequent to the end of the Negotiation Period shall be a rate per annum equal to 100% of the maximum margin set forth in the Pricing Grid table above under the columns headed “Eurocurrency Margin Ceiling” and “ABR Margin Ceiling” corresponding to the Prevailing Rating in effect on such date of determination.

Credit Default Swap Spread means, for any Interest Period, the rate per annum equal to the credit default swap mid-rate spread of the Company interpolated from the date of determination to the latest Termination Date then in effect (or, if the period from such date of determination to the latest Termination Date then in effect is less than one year, then the one-year credit default swap mid-rate spread of the Company), as provided to the Agent by Markit on the second Business Day prior to the first day of such Interest Period; provided that the Credit Default Swap Spread shall in no event be less than 0.10% or greater than 0.75% and provided, further, that the Credit Default Swap Spread shall be deemed to be 0.75% from and after the latest Termination Date then in effect. If for any reason Markit does not timely provide the applicable information for any Interest Period, the Company and the Lenders shall negotiate in good faith for a period of up to 30 days after the Credit Default Swap Spread becomes unavailable (such 30-day period, the “Negotiation Period”) to agree on an alternative method for establishing the Credit Default Swap Spread. The Credit Default Swap Spread during the Negotiation Period shall be the spread most recently provided to the Agent by Markit. If no such alternative method is agreed upon during the Negotiation Period, the Credit Default Swap Spread at any date of determination subsequent to the end of the Negotiation Period shall be 0.75%.

Credit Default Swap Spread at any determination date, the credit default swap spread applicable to senior unsecured debt of the applicable Borrower that, in the case of IBMCLLC, has the benefit of support arrangements from IBM comparable to those provided for in the Support Agreement but that, in the case of such applicable Borrower, is not guaranteed by any other Person or, except as set forth above in the case of IBMCLLC, subject to any other credit enhancement, with a maturity of one year, determined as of the close of business on the Business Day immediately preceding such determination date, as interpolated and reported by Markit Group Limited or any successor thereto. The Credit Default Swap Spread is determined (a) in the case of ABR Loans, initially on the Effective Date and thereafter on the first Business Day of each calendar quarter, and (b) in the case of any Eurodollar Loan or EURIBOR Loan, on the second Business Day prior to the first day of the Interest Period of such Eurodollar Loan or EURIBOR Loan (and, if applicable, the last Business Day prior to the continuation of such Eurodollar Loan or EURIBOR Loan), and thereafter, in the case of any Eurodollar Loan or EURIBOR Loan having an Interest Period of greater than three months, at the end of each successive three-month period during such Interest Period, with such Credit Default Swap Spread, as so determined, to be in effect as to such Eurodollar Loan or EURIBOR Loan for each day commencing with the first day of the applicable Interest Period until subsequently re-determined in accordance with the foregoing.

Credit Default Swap Spread means, for any CDS Spread Determination Date, the credit default swap spread applicable to the Borrower’s senior unsecured long-term debt with a five-year maturity as provided by the Reference Pricing Agent to the Agent and the Borrower after the close of business on the Business Day immediately preceding the CDS Spread Determination Date; provided that, if such Credit Default Swap Spread is not delivered by the Reference Pricing Agent to the Agent by 11:00 A.M. on the relevant CDS Spread Determination Date, then the Credit Default Swap Spread applicable to such CDS Spread Determination Date shall be (a) with respect to any Eurodollar Rate Advance, the applicable maximum rate as set forth in the table above opposite the debt rating from S&P and Moody’s, and (b) with respect to any Base Rate Advance, the Credit Default Swap Spread determined pursuant to clause (a) above less 1.00%. If the Agent shall determine that adequate and reasonable means do not exist for ascertaining the Credit Default Swap Spread as of any CDS Spread Determination Date, then the Borrower and the Banks shall negotiate in good faith for a period of up to thirty days after the Credit Default Swap Spread becomes unavailable (such thirty-day period, the “Negotiation Period”) to agree on an alternative method for establishing the Applicable Margin. The Applicable Margin at any CDS Spread Determination Date which falls during the Negotiation Period shall be based upon the then most recently available quote of the Credit Default Swap Spread (subject in any event to the maximum rates and the minimum rates as set forth above). If no such alternative method is agreed upon during the Negotiation Period, the Applicable Rate at any CDS Spread Determination Date subsequent to the end of the Negotiation Period shall be a rate per annum equal to the then most recently available quote of the Credit Default Swap Spread (subject in any event to the maximum rate and the minimum rate as set forth above). Initially, the Applicable Commitment Fee Rate and the Applicable Margin shall be determined based upon the Debt Rating specified in the certificate delivered pursuant to Section 3.01(b)(iv). Thereafter, each change in the Applicable Commitment Fee Rate resulting from a publicly announced change in the Debt Rating shall be effective during the period commencing on the date of the public announcement thereof and ending on the date immediately preceding the effective date of the next such change.

Credit Default Swap Spread means, for any CDS Spread Determination Date, the one (1) year point on the Borrower’s trading convention credit default swap curve that is the most liquid and/or widely followed credit default swap curve for the Borrower’s senior unsecured obligations as calculated by the Reference Pricing Agent after the close of business on the Business Day immediately preceding the CDS Spread Determination Date as provided by the Reference Pricing Agent to the Administrative Agent and the Borrower; provided that, for any Pricing Level set forth above, (x) if the Credit Default Swap Spread for such Pricing Level exceeds the applicable interest rate “Margin Ceiling” (as set forth above), the Credit Default Swap Spread shall be a percentage per annum equal to such “Margin Ceiling”, and (y) if the Credit Default Swap Spread for such Pricing Level is less than the applicable interest rate “Margin Floor” (as set forth above), the Credit Default Swap Spread shall be a percentage per annum equal to such “Margin Floor”; provided, further, that if such Credit Default Swap Spread is not delivered by the Reference Pricing Agent to the Administrative Agent by 11:00 a.m. on the relevant CDS Spread Determination Date, then the Credit Default Swap Spread applicable to such CDS Spread Determination Date shall be (A) with respect to any Eurodollar Rate Loan, 5.00%, and (B) with respect to any Base Rate Loan or LIBOR Floating Rate Loan, 5.00%.

Credit Default Swap Spread shall have the meaning assigned to such term in the definition of “LIBOR Market Rate Spread”.

Credit Default Swap Spread has the meaning specified in the definition of “Applicable Rate”.