Interest Rate Adjustment. The interest rate payable on this series of Securities will be subject to adjustments from time to time if Xxxxx’x Investors Service, Inc. (“Moody’s”) (or, if applicable, any Substitute Rating Agency (as defined below)) or Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc. (“S&P”) (or, if applicable, any Substitute Rating Agency) downgrades (or subsequently upgrades) the rating assigned to this series of Securities, as set forth below. If the rating with respect to this series of Securities from Moody’s or any Substitute Rating Agency thereof is decreased to a rating set forth in the immediately following table, the interest rate on this series of Securities will increase from the interest rate payable on this series of Securities set forth on the face of this Security by the percentage points set forth below opposite that rating. Xxxxx’x Rating * Percentage Points Ba1 0.25 Ba2 0.50 Ba3 0.75 B1 or below 1.00 * Including the equivalent rating of any Substitute Rating Agency. If the rating with respect to this series of Securities from S&P or any Substitute Rating Agency thereof is decreased to a rating set forth in the immediately following table, the interest rate on this series of Securities will increase from the interest rate payable on this series of Securities on the date set forth on the face of this Security by the percentage points set forth below opposite that rating. S&P Rating * Percentage Points BB+ 0.25 BB 0.50 BB- 0.75 B+ or below 1.00 * Including the equivalent rating of any Substitute Rating Agency. If at any time the interest rate on this series of Securities has been adjusted upward as a result of a decrease in a rating by an Interest Rate Rating Agency and that Interest Rate Rating Agency subsequently increases its rating on this series of Securities to any of the ratings set forth in the tables above, the per annum interest rate on this series of Securities will be decreased such that the per annum interest rate equals the interest rate set forth on the face of this Security plus the percentage points set forth opposite the ratings in effect immediately following the increase in the tables above; provided, however, that if Moody’s or any Substitute Rating Agency subsequently increases its rating on this series of Securities to “Baa3” (or its equivalent if with respect to any Substitute Rating Agency) or higher and S&P or any Substitute Rating Agency subsequently increases its rating on this series of Securities to “BBB-” (or its equivalent if with respect to any Substitute Rating Agency) or higher, the per annum interest rate on this series of Securities will be decreased to the interest rate set forth on the face of this Security. No adjustment in the interest rate on this series of Securities shall be made solely as a result of an Interest Rate Rating Agency ceasing to provide a rating. If at any time less than two Interest Rate Rating Agencies provide a rating on this series of Securities, the Company will use commercially reasonable efforts to obtain a rating on this series of Securities from another “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, to the extent one exists, and if another nationally recognized statistical rating organization rates this series of Securities (such organization, as certified by a resolution of the Company’s board of directors, a “Substitute Rating Agency”), for purposes of determining any increase or decrease in the per annum interest rate on this series of Securities pursuant to the tables above, (1) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency to provide a rating on this series of Securities but which has since ceased to provide such rating, (2) the relative ratings scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the table above with respect to such Substitute Rating Agency, such ratings shall be deemed to be the equivalent ratings used by Moody’s and S&P in such tables, and (3) the per annum interest rate on this series of Securities will increase or decrease, as the case may be, such that the interest rate equals the interest rate set forth on the face of this Security plus the appropriate percentage, if any, set forth opposite the rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (2) above) (plus any applicable percentage points resulting from a decreased rating by the other Interest Rate Rating Agency). For so long as (a) only one Interest Rate Rating Agency provides a rating on this series of Securities, any increase or decrease in the interest rate on this series of Securities necessitated by a reduction or increase in the rating by that Interest Rate Rating Agency shall be twice the applicable percentage set forth in the applicable table above and (b) no Interest Rate Rating Agency provides a rating on this series of Securities, the interest rate on this series of Securities will increase to, or remain at, as the case may be, 2.00% above the interest rate set forth on the face of this Security. If Moody’s or S&P ceases to rate this series of Securities or make a rating of this series of Securities publicly available for reasons within the Company’s control, the Company will not be entitled to obtain a rating from a Substitute Rating Agency and the increase or decrease in the per annum interest rate on this series of Securities shall be determined in the manner described above as if either only one or no Interest Rate Rating Agency provides a rating on this series of Securities, as the case may be. Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of Moody’s, S&P or any Substitute Rating Agency, shall be made independent of (and in addition to) any and all other adjustments. In no event shall (1) the per annum interest rate on this series of Securities be reduced below the interest rate as set forth on the face of this Security or (2) the per annum interest rate on this series of Securities exceed 2.00% above the interest rate set forth on the face of this Security. Any interest rate increase or decrease described above will take effect on the next business day after the rating change has occurred. The Company shall promptly advise the Trustee of each change in interest rate, change in rating or the appointment and identity of any Substitute Rating Agency by Company Notice. The Trustee shall not be responsible for determining the interest rate that may be in effect from time to time. The interest rates on this series of Securities will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the ratings by any Interest Rate Rating Agency) if this series of Securities becomes rated “A3” (or its equivalent) or higher by Moody’s (or any Substitute Rating Agency) and “A-” (or its equivalent) or higher by S&P (or any Substitute Rating Agency), or one of those ratings if this series of Securities are rated by only one Interest Rate Rating Agency, in each case with a stable or positive outlook. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
Appears in 2 contracts
Samples: Form of Note (Staples Inc), Staples Inc
Interest Rate Adjustment. The interest rate payable on this series of Securities will be subject to adjustments from time to time if Xxxxx’x Investors Service, Inc. (“Moody’s”) (or, if applicable, any Substitute Rating Agency (as defined below)) or Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc. (“S&P”) (or, if applicable, any Substitute Rating Agency) downgrades (or downgrades and subsequently upgrades) the rating assigned to this series of Securities, as set forth below. If the rating with respect to this series of Securities from Moody’s or any Substitute Rating Agency thereof is decreased to a rating set forth in the immediately following table, the interest rate on this series of Securities will increase from the interest rate payable on this series of Securities set forth on the face of this Security by the percentage points set forth below opposite that rating. Xxxxx’x Rating * Percentage Points Ba1 Bal 0.25 Ba2 0.50 Ba3 0.75 B1 Bl or below 1.00 * Including the equivalent rating of any Substitute Rating Agency. If the rating with respect to this series of Securities from S&P or any Substitute Rating Agency thereof is decreased to a rating set forth in the immediately following table, the interest rate on this series of Securities will increase from the interest rate payable on this series of Securities on the date set forth on the face of this Security by the percentage points set forth below opposite that rating. S&P Rating * Percentage Points BB+ 0.25 BB 0.50 BB- 0.75 B+ or below 1.00 * Including the equivalent rating of any Substitute Rating Agency. If at any time the interest rate on this series of Securities has been adjusted upward as a result of a decrease in a rating by an Interest Rate Rating Agency and that Interest Rate Rating Agency subsequently increases its rating on this series of Securities to any of the ratings set forth in the tables above, the per annum interest rate on this series of Securities will be decreased such that the per annum interest rate equals the interest rate set forth on the face of this Security plus the percentage points set forth opposite the ratings in effect immediately following the increase in the tables above; provided, however, that if Moody’s or any Substitute Rating Agency subsequently increases its rating on this series of Securities to “Baa3” (or its equivalent if with respect to any Substitute Rating Agency) or higher and S&P or any Substitute Rating Agency subsequently increases its rating on this series of Securities to “BBB-” (or its equivalent if with respect to any Substitute Rating Agency) or higher, the per annum interest rate on this series series, of Securities will be decreased to the interest rate set forth on the face of this Security. No adjustment in the interest rate on this series of Securities shall be made solely as a result of an Interest Rate Rating Agency ceasing to provide a rating. If at any time less than two Interest Rate Rating Agencies provide a rating on this series of Securities, the Company will use commercially reasonable efforts to obtain a rating on this series of Securities from another “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(Fl (c)(2)(vi)(F) under the Exchange Act, to the extent one exists, and if another nationally recognized statistical rating organization rates this series of Securities (such organization, as certified by a resolution of the Company’s board of directors, a “Substitute Rating Agency”), for purposes of determining any increase or decrease in the per annum interest rate on this series of Securities pursuant to the tables above, (1) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency to provide a rating on this series of Securities but which has since ceased to provide such rating, (2) the relative ratings scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the table above with respect to such Substitute Rating Agency, such ratings shall be deemed to be the equivalent ratings used by Moody’s and S&P in such tables, and (3) the per annum interest rate on this series of Securities will increase or decrease, as the case may be, such that the interest rate equals the interest rate set forth on the face of this Security plus the appropriate percentage, if any, set forth opposite the rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (2) above) (plus any applicable percentage points resulting from a decreased rating by the other Interest Rate Rating Agency). For so long as (a) only one Interest Rate Rating Agency provides a rating on this series of Securities, any increase or decrease in the interest rate on this series of Securities necessitated by a reduction or increase in the rating by that Interest Rate Rating Agency shall be twice the applicable percentage set forth in the applicable table above and (b) no Interest Rate Rating Agency provides a rating on this series of Securities, the interest rate on this series of Securities will increase to, or remain at, as the case may be, 2.00% above the interest rate set forth on the face of this Security. If Moody’s or S&P ceases to rate this series of Securities or make a rating of this series of Securities publicly available for reasons within the Company’s control, the Company will not be entitled to obtain a rating from a Substitute Rating Agency and the increase or decrease in the per annum interest rate on this series of Securities shall be determined in the manner described above as if either only one or no Interest Rate Rating Agency provides a rating on this series of Securities, as the case may be. Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of Moody’s, S&P or any Substitute Rating Agency, shall be made independent of (and in addition to) any and all other adjustments. In no event shall (1) the per annum interest rate on this series of Securities be reduced below the interest rate as set forth on the face of this Security or (2) the per annum interest rate on this series of Securities exceed 2.00% above the interest rate set forth on the face of this Security. Any interest rate increase or decrease described above will take effect on the next business day after the rating change has occurred. The Company shall promptly advise the Trustee of each change in interest rate, change in rating or the appointment and identity of any Substitute Rating Agency by Company Notice. The Trustee shall not be responsible for determining the interest rate that may be in effect from time to time. The interest rates on this series of Securities will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the ratings by any Interest Rate Rating Agency) if this series of Securities becomes rated “A3” (or its equivalent) or higher by Moody’s (or any Substitute Rating Agency) and “A-” (or its equivalent) or higher by S&P (or any Substitute Rating Agency), or one of those ratings if this series of Securities are is rated by only one Interest Rate Rating Agency, in each case with a stable or positive outlook. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
Appears in 2 contracts
Samples: Staples Inc, Staples Inc
Interest Rate Adjustment. The interest rate payable on this any series of Securities the Senior Notes will be subject to adjustments adjustment from time to time time, in the manner set forth below, if any of Xxxxx’x Investors Investor Service, Inc. (“Moody’s”) (or, if applicable, any Substitute Rating Agency (as defined below)) or Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, S&P Global Inc. (“S&P”) (or, if applicablein either case, any Substitute a substitute Rating AgencyAgency therefor) downgrades (or subsequently upgrades) upgrades the credit rating assigned to this such series of Securities, as set forth belowSenior Notes. If the rating with respect to this on such series of Securities Senior Notes from either of Moody’s or any Substitute Rating Agency thereof S&P is decreased to a rating set forth in the immediately following tabletable below (or, in either case, the interest rate on this series equivalent thereof, in the case of Securities will increase from a substitute Rating Agency), the interest rate payable on this such series of Securities set forth Senior Notes shall increase from the stated interest rate payable on such series of Senior Notes on the face date of this Security their initial issuance by the percentage sum of the number of basis points set forth below opposite that next to each such rating. Xxxxx’x Rating Agencies Rating Levels Moody’s* Percentage Points S&P* 1 Ba1 0.25 BB+ 25 basis points 2 Ba2 0.50 BB 50 basis points 3 Ba3 0.75 BB- 75 basis points 4 B1 or below 1.00 B+ or below 100 basis points * Including the equivalent rating ratings of any Substitute substitute Rating Agency. If the rating with respect to this series of Securities from S&P or any Substitute Rating Agency thereof is decreased to a rating set forth in the immediately following table, the interest rate on this series of Securities will increase from the interest rate payable on this series of Securities on the date set forth on the face of this Security by the percentage points set forth below opposite that rating. S&P Rating * Percentage Points BB+ 0.25 BB 0.50 BB- 0.75 B+ or below 1.00 * Including the equivalent rating of any Substitute Rating Agency. If at any time the interest rate on this series of Securities has been adjusted upward as a result of a decrease in a rating by an Interest Rate Rating Agency and that Interest Rate Rating Agency subsequently increases its rating on this series of Securities to any of the ratings set forth in the tables above, the per annum interest rate on this series of Securities will be decreased such that the per annum interest rate equals the interest rate set forth on the face of this Security plus the percentage points set forth opposite the ratings in effect immediately following the increase in the tables above; provided, however, that if Moody’s or any Substitute Rating Agency subsequently increases its rating on this series of Securities to “Baa3” (or its equivalent if with respect to any Substitute Rating Agency) or higher and S&P or any Substitute Rating Agency subsequently increases its rating on this series of Securities to “BBB-” (or its equivalent if with respect to any Substitute Rating Agency) or higher, the per annum interest rate on this series of Securities will be decreased to the interest rate set forth on the face of this Security. No adjustment in the interest rate on this series of Securities shall be made solely as a result of an Interest Rate Rating Agency ceasing to provide a rating. If at any time less than two Interest Rate Rating Agencies provide a rating on this series of Securities, the Company will use commercially reasonable efforts to obtain a rating on this series of Securities from another “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, to the extent one exists, and if another nationally recognized statistical rating organization rates this series of Securities (such organization, as certified by a resolution of the Company’s board of directors, a “Substitute Rating Agency”), for purposes of determining any increase or decrease in the per annum interest rate on this series of Securities pursuant to the tables above, (1) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency to provide a rating on this series of Securities but which has since ceased to provide such rating, (2) the relative ratings scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the table above with respect to such Substitute Rating Agency, such ratings shall be deemed to be the equivalent ratings used by Moody’s and S&P in such tables, and (3) the per annum interest rate on this series of Securities will increase or decrease, as the case may be, such that the interest rate equals the interest rate set forth on the face of this Security plus the appropriate percentage, if any, set forth opposite the rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (2) above) (plus any applicable percentage points resulting from a decreased rating by the other Interest Rate Rating Agency). For so long as (a) only one Interest Rate Rating Agency provides a rating on this a series of Securitiesthe Senior Notes, any subsequent increase or decrease in the interest rate on this such series of Securities Senior Notes necessitated by a reduction or increase in the rating by that Interest Rate the Rating Agency providing the rating shall be twice the applicable percentage number of basis points set forth in the applicable table above and (b) above. For so long as no Interest Rate Rating Agency provides a rating on this a series of Securitiesthe Senior Notes, the interest rate on this such series of Securities Senior Notes will increase to, or remain at, as the case may be, 2.002.000% above the stated interest rate set forth payable on such series of Senior Notes on the face date of this Securitytheir initial issuance. If Moody’s any Rating Agency changes its rating or S&P ceases initiates a rating with respect to rate this any series of Securities or make a rating of this series of Securities publicly available for reasons within the Company’s controlSenior Notes, the Company will not be entitled to obtain a rating from a Substitute Rating Agency and the increase or decrease in the per annum interest rate on this such series of Securities shall Senior Notes will be determined increased or decreased in accordance with the manner described above as if either only one or no Interest Rate Rating Agency provides a rating on this series of Securities, as the case may be. Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of Moody’s, S&P or any Substitute Rating Agency, shall be made independent of (and in addition to) any and all other adjustments. In no event shall (1) the per annum interest rate on this series of Securities be reduced below the interest rate as set forth on the face of this Security or (2) the per annum interest rate on this series of Securities exceed 2.00% above the interest rate set forth on the face of this Securityforegoing requirements. Any interest rate increase or decrease described above will take effect on from the first day of the first interest payment period following interest payment period during which a rating change occurs that requires an adjustment in the interest rate. As such, interest will not accrue at such increased or decreased rate until the next business day after interest payment period following the interest payment period during which a rating change occurs. If any Rating Agency changes its rating on any series of the Senior Notes more than once during any particular interest period, the last such change to occur will control for purposes of the rating change has occurred. The Company shall promptly advise the Trustee of each change in interest rate, change in rating or the appointment and identity of any Substitute provided by such Rating Agency by Company Notice. The Trustee shall not be responsible for determining the applicable interest rate that may be in effect from time to timeperiod. The interest rates rate on this any series of Securities the Senior Notes will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the ratings by any Interest Rate Rating Agency) if this such series of Securities Senior Notes becomes rated “A3” Baa1 and BBB+ (or its equivalentor, in either case, the equivalent thereof, in the case of a substitute Rating Agency) or higher by Moody’s (or any Substitute Rating Agency) and “A-” (or its equivalent) or higher by S&P (or any Substitute or, in either case, a substitute Rating AgencyAgency therefor), or one of those ratings if this series of Securities are rated by only one Interest Rate Rating Agencyrespectively, in each case with a stable or positive outlookoutlook (or one of these ratings if such series of Senior Notes are only rated by one Rating Agency). Reference is hereby made to In no event shall: (1) the further provisions per annum interest rate on any series of Senior Notes be reduced below the stated interest rate payable on such series Senior Notes on the date of their initial issuance, and (2) the total increase in the per annum interest rate on any series of Senior Notes exceed 200 basis points above the stated interest rate payable on such series Senior Notes on the date of their initial issuance. Nothing herein shall be construed as a requirement that the Company obtain a rating on the Senior Notes from any Rating Agency or otherwise. For the purposes of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.section,
Appears in 1 contract
Samples: Assurant Inc
Interest Rate Adjustment. The interest rate payable on this the Debt Securities of each series of Securities will shall be subject to adjustments from time to time if Xxxxx’x Investors Service, Inc. (“either of Moody’s”) (’s or S&P or, if applicablein either case, any Substitute Rating Agency (as defined below)) or Standard & Poor’s Ratings Servicesthereof, a division of The McGraw Hill Companies, Inc. (“S&P”) (or, if applicable, any Substitute Rating Agency) downgrades (or subsequently upgrades) the debt rating assigned to this the Debt Securities of that series of Securities, as set forth in the manner described below. If the rating with respect to this of the Debt Securities of a series of Securities from Moody’s or any Substitute Rating Agency thereof is decreased to a rating set forth in the immediately following table, the interest rate on this the Debt Securities of that series of Securities will shall increase from the interest rate payable on this the Debt Securities of that series of Securities set forth on the face date of this Security their initial issuance by the percentage points set forth below opposite that rating. Percentage Xxxxx’x Rating Rating* Percentage Points Ba1 0.25 Ba2 0.50 Ba3 0.75 B1 or below 1.00 * Including the equivalent rating ratings of any Substitute Rating Agency. If the rating with respect to this of the Debt Securities of a series of Securities from S&P or any Substitute Rating Agency thereof is decreased to a rating set forth in the immediately following table, the interest rate on this the Debt Securities of that series of Securities will shall increase from the interest rate payable on this the Debt Securities of that series of Securities on the date set forth on the face of this Security their initial issuance by the percentage points set forth below opposite that rating. Percentage S&P Rating Rating* Percentage Points BB+ 0.25 BB 0.50 BB- 0.75 B+ or below 1.00 * Including the equivalent rating ratings of any Substitute Rating Agency. If at any time the interest rate on this the Debt Securities of a series of Securities has been adjusted upward as and either Moody’s or S&P (or, in either case, a result of a decrease in a rating by an Interest Rate Substitute Rating Agency and that Interest Rate Rating Agency thereof), as the case may be, subsequently increases its rating on this of the Debt Securities of that series of Securities to any of the ratings set forth in the tables above, the per annum interest rate on this the Debt Securities of that series of Securities will shall be decreased such that the per annum interest rate for the Debt Securities of that series equals the interest rate set forth payable on the face Debt Securities of this Security that series on the date of their initial issuance plus the applicable percentage points set forth opposite the ratings in the tables above in effect immediately following the increase in the tables above; provided, however, that if increase. If Moody’s or any Substitute Rating Agency thereof subsequently increases its rating on this of the Debt Securities of a series of Securities to “Baa3” Baa3 (or its equivalent if with respect to any equivalent, in the case of a Substitute Rating Agency) or higher and S&P or any Substitute Rating Agency subsequently thereof increases its rating on this series of Securities to “BBB-” BBB- (or its equivalent if with respect to any equivalent, in the case of a Substitute Rating Agency) or higher, the per annum interest rate on this the Debt Securities of that series of Securities will shall be decreased to the interest rate payable on the Debt Securities of that series on their initial issuance date. Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any Substitute Rating Agency thereof), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate on the face Debt Securities of this Security. No adjustment a series be reduced to below the interest rate payable on the Debt Securities of that series on their initial issuance date or (2) the total increase in the interest rate on this the Debt Securities of a series exceed 2.00 percentage points above the interest rate payable on the Debt Securities of that series on their initial issuance date. No adjustments in the interest rate of the Debt Securities of a series shall be made solely as a result of an Interest Rate a Rating Agency ceasing to provide a ratingrating of such series of Debt Securities. If at any time less fewer than two Interest Rate Rating Agencies provide a rating on this of the Debt Securities of a series of Securitiesfor a reason beyond the Issuer’s control, the Company will Issuer shall use its commercially reasonable efforts to obtain a rating on this of the Debt Securities of that series of Securities from another “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Acta Substitute Rating Agency, to the extent one exists, and if another nationally recognized statistical rating organization rates this series of Securities (such organization, as certified by a resolution of the Company’s board of directors, a “Substitute Rating Agency”)Agency exists, for purposes of determining any increase or decrease in the per annum interest rate on this the Debt Securities of that series of Securities pursuant to the tables above, above (1a) such Substitute Rating Agency will shall be substituted for the last Interest Rate Rating Agency to provide a rating on this of the Debt Securities of that series of Securities but which has since ceased to provide such rating, (2b) the relative ratings scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will shall be determined in good faith by an independent investment banking institution of national standing appointed by the Company andIssuer, and for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings shall be deemed to be the equivalent ratings used by Moody’s and S&P or S&P, as applicable, in such tables, table and (3c) the per annum interest rate on this the Debt Securities of that series of Securities will shall increase or decrease, as the case may be, such that the interest rate equals the interest rate set forth payable on the face Debt Securities of this Security that series on their initial issuance date plus the appropriate percentagepercentage points, if any, set forth opposite the rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (2b) above) (plus any applicable percentage points resulting from a decreased rating by the other Interest Rate Rating Agency). For so long as (a) only one Interest Rate Rating Agency provides a rating on this series of Securitiesthe Debt Securities of a series, any subsequent increase or decrease in the interest rate on this of such series of Debt Securities necessitated by a reduction or increase in the rating by that Interest Rate such Rating Agency shall be twice the applicable percentage points set forth in the applicable table above and (b) above. For so long as no Interest Rate Rating Agency provides a rating on this series of Securitiesthe Debt Securities of a series, the interest rate on this the Debt Securities of that series of Securities will shall increase to, or remain at, as the case may be, 2.00% 2.00 percentage points above the interest rate set forth payable on the face Debt Securities of this Securitythat series on their initial issuance date. If Moody’s or S&P ceases to rate this series of Securities or make a rating of this series of Securities publicly available for reasons within the Company’s control, the Company will not be entitled to obtain a rating from a Substitute Rating Agency and the increase or decrease in the per annum The interest rate on this the Debt Securities of a series of Securities shall be determined in the manner described above as if either only one or no Interest Rate Rating Agency provides a rating on this series of Securities, as the case may be. Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of Moody’s, S&P or any Substitute Rating Agency, shall be made independent of (and in addition to) any and all other adjustments. In no event shall (1) the per annum interest rate on this series of Securities be reduced below the interest rate as set forth on the face of this Security or (2) the per annum interest rate on this series of Securities exceed 2.00% above the interest rate set forth on the face of this Security. Any interest rate increase or decrease described above will take effect on the next business day after the rating change has occurred. The Company shall promptly advise the Trustee of each change in interest rate, change in rating or the appointment and identity of any Substitute Rating Agency by Company Notice. The Trustee shall not be responsible for determining the interest rate that may be in effect from time to time. The interest rates on this series of Securities will permanently cease to be subject to any adjustment described above in this Section (notwithstanding any subsequent decrease in the ratings by any Interest Rate either or both Rating AgencyAgencies) if this the Debt Securities of that series of Securities becomes become rated “A3” A3 and A— (or its equivalent, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P, respectively (or or, in either case, any Substitute Rating Agency) and “A-” (or its equivalent) or higher by S&P (or any Substitute Rating AgencyAgency thereof), or one of those these ratings if this the Debt Securities of that series of Securities are only rated by only one Interest Rate Rating Agency. Any interest rate increase or decrease described in this Section shall take effect from the first day of the interest period during which a rating change requires an adjustment in the interest rate. If Moody’s or S&P or any Substitute Rating Agency thereof changes its rating of the Debt Securities of a series more than once during any particular interest period, in each case the last change by such agency during such period shall control for purposes of any interest rate increase or decrease with a stable or positive outlook. Reference is hereby made respect to the further provisions Debt Securities of this Security set forth such series relating to such Rating Agency’s action. If the interest rate payable on the reverse hereofDebt Securities of a series is increased as described above, which further provisions the term “interest,” as used with respect to the Debt Securities of that series, shall for all purposes have be deemed to include any such additional interest unless the same effect as context otherwise requires. The Issuer shall deliver to the Trustee, and the Principal Paying Agent, if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred shall not then be acting as the Principal Paying Agent, within ten calendar days after either Moody’s or S&P or any Substitute Rating Agency thereof downgrades, or subsequently upgrades, the rating assigned to the Debt Securities as described by this Section, written notice stating (i) that the rating downgrade, or subsequent upgrade, as the case may be, has occurred and (ii) the current rating or ratings upon which the interest rate payable on the reverse hereof by manual signature, this Security Debt Securities shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purposebased.
Appears in 1 contract
