Scheduled redemption. (a) Subject to the limitations contained in this Section 3.2, the Company shall repay the principal amount of the Junior Subordinated Debentures, together with accrued and unpaid interest, on December 15, 2036 (the “Scheduled Redemption Date”); (b) The Company shall repay the Junior Subordinated Debentures on the Scheduled Redemption Date only to the extent that the Company has raised sufficient net proceeds during the applicable QCS Proceeds Collection Period from the issuance of Qualifying Capital Securities; (c) The Company will use QCS Commercially Reasonable Efforts, subject to the Company’s right to otherwise redeem the Junior Subordinated Debentures pursuant to Section 3.1(a) hereof, to raise sufficient net proceeds during the applicable QCS Proceeds Collection Period from the issuance of Qualifying Capital Securities to permit repayment of the Junior Subordinated Debentures in full on the Scheduled Redemption Date. If the Company has not raised sufficient net proceeds during the applicable QCS Proceeds Collection Period to permit repayment of all principal and accrued and unpaid interest, including any Compounded Interest, on the Junior Subordinated Debentures on the Scheduled Redemption Date, the Company shall continue to use QCS Commercially Reasonable Efforts, subject to the Company’s right to otherwise redeem the Junior Subordinated Debentures pursuant to Section 3.1(a) hereof, to raise sufficient net proceeds during the applicable QCS Proceeds Collection Period from the issuance of Qualifying Capital Securities to permit repayment of the Junior Subordinated Debentures on the next Interest Payment Date, and on each Interest Payment Date thereafter, until the Junior Subordinated Debentures are paid in full; (d) The Company shall not be required to redeem the Junior Subordinated Debentures on the Scheduled Redemption Date or any Interest Payment Date following the Scheduled Redemption Date (and prior to the Final Maturity Date), as the case may be (each a “Required Repayment Date”), to the extent it provides written certification to the Trustee (which the Trustee will promptly forward upon receipt to each holder of record of Junior Subordinated Debentures) not less than 15 and no more than 30 days prior to such Required Repayment Date (the “Notice Date”) certifying that either: (1) a Market Disruption Event was existing and continued during the entire applicable QCS Proceeds Collection Period, or (2) the Company was unable after using QCS Commercially Reasonable Efforts to raise sufficient net proceeds during the applicable QCS Proceeds Collection Period to permit repayment of the Junior Subordinated Debentures in full on the applicable Required Repayment Date; (e) Net proceeds from the sale of Qualifying Capital Securities received during the applicable QCS Proceeds Collection Period that the Company is permitted to apply to the repayment of Junior Subordinated Debentures on or after the Scheduled Redemption Date will be applied: (1) first, to pay interest on the Junior Subordinated Debentures that the Company is not paying from other sources (other than interest required to be paid pursuant to the Alternative Payment Mechanism) and, (2) second, to repay the principal of Junior Subordinated Debentures; provided that if the Company raises less than $5 million of net proceeds from the sale of Qualifying Capital Securities during the applicable QCS Proceeds Collection Period, it will not be required to repay any Junior Subordinated Debentures on the Scheduled Redemption Date or the applicable Required Payment Date, but will use those net proceeds to repay the Junior Subordinated Debentures on the next Required Payment Date as of which it has raised at least $5 million of net proceeds; (f) If, as of any Required Payment Date, the Company is obligated to use QCS Commercially Reasonable Efforts to sell Qualifying Capital Securities and apply the net proceeds to payments of principal of or interest on any outstanding Parity Debt Securities in addition to the Junior Subordinated Debentures, then on any date and for any period the amount of net proceeds received by the Company from those sales and available for such payments shall be applied to the Junior Subordinated Debentures and such Parity Debt Securities having the same scheduled repayment date or scheduled redemption date as the Junior Subordinated Debentures pro rata in accordance with their respective outstanding principal amounts and none of such net proceeds shall be applied to any other securities having a later scheduled repayment date or scheduled redemption date until the principal of and all accrued and unpaid interest on the Junior Subordinated Debentures has been paid in full; (g) The Company shall not, without written notice to the Trustee and the consent of a majority in principal amount of the Junior Subordinated Debentures, amend the RCC to impose additional restrictions on the type or amount of Qualifying Capital Securities that the Company may include for purposes of determining when repayment, redemption or repurchase of the Junior Subordinated Debentures is permitted; and (h) The Replacement Capital Obligation shall continue to apply until (i) the Company has redeemed the Junior Subordinated Debentures in full in accordance with the Replacement Capital Obligation, (ii) the Junior Subordinated Debentures are otherwise paid in full on the Final Maturity Date, or (iii) upon the occurrence of an Event of Default resulting in acceleration of the Junior Subordinated Debentures.
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Scheduled redemption. (a) Subject to the limitations contained in this Section 3.2, the Company shall repay the principal amount of the Junior Subordinated Debentures, together with accrued and unpaid interest, on December 15, 2036 (the “"Scheduled Redemption Date”");
(b) The Company shall repay the Junior Subordinated Debentures on the Scheduled Redemption Date only to the extent that the Company has raised sufficient net proceeds during the applicable QCS Proceeds Collection Period from the issuance of Qualifying Capital Securities;
(c) The Company will use QCS Commercially Reasonable Efforts, subject to the Company’s 's right to otherwise redeem the Junior Subordinated Debentures pursuant to Section 3.1(a) hereof, to raise sufficient net proceeds during the applicable QCS Proceeds Collection Period from the issuance of Qualifying Capital Securities to permit repayment of the Junior Subordinated Debentures in full on the Scheduled Redemption Date. If the Company has not raised sufficient net proceeds during the applicable QCS Proceeds Collection Period to permit repayment of all principal and accrued and unpaid interest, including any Compounded Interest, on the Junior Subordinated Debentures on the Scheduled Redemption Date, the Company shall continue to use QCS Commercially Reasonable Efforts, subject to the Company’s 's right to otherwise redeem the Junior Subordinated Debentures pursuant to Section 3.1(a) hereof, to raise sufficient net proceeds during the applicable QCS Proceeds Collection Period from the issuance of Qualifying Capital Securities to permit repayment of the Junior Subordinated Debentures on the next Interest Payment Date, and on each Interest Payment Date thereafter, until the Junior Subordinated Debentures are paid in full;
(d) The Company shall not be required to redeem the Junior Subordinated Debentures on the Scheduled Redemption Date or any Interest Payment Date following the Scheduled Redemption Date (and prior to the Final Maturity Date), as the case may be (each a “"Required Repayment Date”"), to the extent it provides written certification to the Trustee (which the Trustee will promptly forward upon receipt to each holder of record of Junior Subordinated Debentures) not less than 15 and no more than 30 days prior to such Required Repayment Date (the “"Notice Date”") certifying that either:
(1) a Market Disruption Event was existing and continued during the entire applicable QCS Proceeds Collection Period, or
(2) the Company was unable after using QCS Commercially Reasonable Efforts to raise sufficient net proceeds during the applicable QCS Proceeds Collection Period to permit repayment of the Junior Subordinated Debentures in full on the applicable Required Repayment Date;
(e) Net proceeds from the sale of Qualifying Capital Securities received during the applicable QCS Proceeds Collection Period that the Company is permitted to apply to the repayment of Junior Subordinated Debentures on or after the Scheduled Redemption Date will be applied:
(1) first, to pay interest on the Junior Subordinated Debentures that the Company is not paying from other sources (other than interest required to be paid pursuant to the Alternative Payment Mechanism) and,
(2) second, to repay the principal of Junior Subordinated Debentures; provided that if the Company raises less than $5 million of net proceeds from the sale of Qualifying Capital Securities during the applicable QCS Proceeds Collection Period, it will not be required to repay any Junior Subordinated Debentures on the Scheduled Redemption Date or the applicable Required Payment Date, but will use those net proceeds to repay the Junior Subordinated Debentures on the next Required Payment Date as of which it has raised at least $5 million of net proceeds;
(f) If, as of any Required Payment Date, the Company is obligated to use QCS Commercially Reasonable Efforts to sell Qualifying Capital Securities and apply the net proceeds to payments of principal of or interest on any outstanding Parity Debt Securities in addition to the Junior Subordinated Debentures, then on any date and for any period the amount of net proceeds received by the Company from those sales and available for such payments shall be applied to the Junior Subordinated Debentures and such Parity Debt Securities having the same scheduled repayment date or scheduled redemption date as the Junior Subordinated Debentures pro rata in accordance with their respective outstanding principal amounts and none of such net proceeds shall be applied to any other securities having a later scheduled repayment date or scheduled redemption date until the principal of and all accrued and unpaid interest on the Junior Subordinated Debentures has been paid in full;
(g) The Company shall not, without written notice to the Trustee and the consent of a majority in principal amount of the Junior Subordinated Debentures, amend the RCC to impose additional restrictions on the type or amount of Qualifying Capital Securities that the Company may include for purposes of determining when repayment, redemption or repurchase of the Junior Subordinated Debentures is permitted; and
(h) The Replacement Capital Obligation shall continue to apply until (i) the Company has redeemed the Junior Subordinated Debentures in full in accordance with the Replacement Capital Obligation, (ii) the Junior Subordinated Debentures are otherwise paid in full on the Final Maturity Date, or (iii) upon the occurrence of an Event of Default resulting in acceleration of the Junior Subordinated Debentures.
Appears in 1 contract
Scheduled redemption. (a) Subject to the limitations contained in this Section 3.2, the Company shall repay the principal amount of the Junior Subordinated Debentures, together with accrued and unpaid interest, on December 15August 1, 2036 2039, or if that day is not a Business Day, on the next Business Day (the “Scheduled Redemption Date”);.
(b) The Company shall repay the Junior Subordinated Debentures on the Scheduled Redemption Date only to the extent that the Company has raised sufficient net proceeds during the applicable QCS Proceeds Collection Period from the issuance of Qualifying Capital Securities;.
(c) The Company will use QCS Commercially Reasonable EffortsCompany, subject to a Market Disruption Event and subject to the Company’s right to otherwise redeem the Junior Subordinated Debentures pursuant to Section 3.1(a) hereof, shall use Commercially Reasonable Efforts to raise sufficient net proceeds during the applicable QCS Proceeds Collection Period from the issuance of Qualifying Capital Securities to permit repayment of the Junior Subordinated Debentures in full on the Scheduled Redemption Date. If the Company has not raised sufficient net proceeds during the applicable QCS Proceeds Collection Period to permit repayment of all principal and accrued and unpaid interest, including any Compounded Interest, to the extent permitted by law, on the Junior Subordinated Debentures on the Scheduled Redemption Date, the Company shall will continue to use QCS Commercially Reasonable Efforts, subject to the Company’s right to otherwise redeem limitations described in the Junior Subordinated Debentures pursuant to Section 3.1(a) hereofimmediately preceding sentence, to raise sufficient net proceeds during the applicable QCS Proceeds Collection Period from the issuance of Qualifying Capital Securities to permit repayment of the Junior Subordinated Debentures on the next Interest Payment Date, and on each Interest Payment Date thereafter, until the Junior Subordinated Debentures are paid in full;. The Company’s Replacement Capital Obligation will continue on the next Interest Payment Date, and on each Interest Payment Date thereafter, until the Junior Subordinated Debentures are paid in full.
(d) The Company shall not be required to redeem the Junior Subordinated Debentures on the Scheduled Redemption Date or any Interest Payment Date following the Scheduled Redemption Date (and prior to the Final Maturity Date), as the case may be (each a “Required Repayment Date”), to the extent it provides written certification to the Trustee (which the Trustee will promptly forward upon receipt to each holder of record of Junior Subordinated Debentures) not less no later than 15 and no more than 30 45 days prior to such Required Repayment Date (the “Notice Date”) certifying that either:
(1i) a Market Disruption Event was existing and continued during the entire applicable QCS Proceeds Collection Period, ; or
(2ii) a Market Disruption Event was existing and continued during a part of the applicable QCS Proceeds Collection Period and the Company was unable (after using QCS Commercially Reasonable Efforts Efforts) to raise sufficient net proceeds during the applicable such QCS Proceeds Collection Period to permit repayment of the Junior Subordinated Debentures in full on the applicable Required Repayment Date;; or
(iii) no Market Disruption Event was existing during the applicable QCS Proceeds Collection Period, but the Company was unable (after using Commercially Reasonable Efforts) to raise sufficient net proceeds during such QCS Proceeds Collection Period to permit repayment of the Junior Subordinated Debentures in full on the applicable Required Repayment Date.
(e) Net proceeds from the sale of Qualifying Capital Securities received during the applicable QCS Proceeds Collection Period that the Company is permitted to apply to the repayment of Junior Subordinated Debentures on or after the Scheduled Redemption Date will be applied:
(1i) first, to pay interest on the Junior Subordinated Debentures that the Company is not paying from other sources (other than interest required to be paid pursuant to the Alternative Payment Mechanism) and,
(2ii) second, to repay the principal of Junior Subordinated Debentures; provided that if the Company raises less than $5 million of net proceeds from the sale of Qualifying Capital Securities during the applicable QCS Proceeds Collection Period, it will not be required to repay any Junior Subordinated Debentures on the Scheduled Redemption Date or the applicable Required Payment Repayment Date, but will use those net proceeds to repay the Junior Subordinated Debentures on the next Required Payment Repayment Date as of which it has raised at least $5 million of net proceeds;.
(f) If, as of any Required Payment Repayment Date, the Company is obligated to use QCS Commercially Reasonable Efforts to sell Qualifying Capital Securities and apply the net proceeds to payments of principal of or interest on any outstanding Parity Debt Securities in addition to the Junior Subordinated Debentures, then on any date and for any period the amount of net proceeds received by the Company from those sales and available for such payments shall be applied to the Junior Subordinated Debentures and such Parity Debt Securities having the same scheduled repayment date or scheduled redemption date as the Junior Subordinated Debentures pro rata in accordance with their respective outstanding principal amounts and none of such net proceeds shall be applied to any other securities having a later scheduled repayment date or scheduled redemption date until the principal of and all accrued and unpaid interest on the Junior Subordinated Debentures has been paid in full;.
(g) The Company shall not, without written notice to the Trustee and the consent of a majority in principal amount of the Junior Subordinated Debentures, amend the RCC to impose additional restrictions on the type or amount of Qualifying Capital Securities that the Company may include for purposes of determining when repayment, redemption or repurchase of the Junior Subordinated Debentures is permitted; and.
(h) The Replacement Capital Obligation shall continue to apply until (i) the Company has redeemed the Junior Subordinated Debentures in full in accordance with the Replacement Capital Obligation, (ii) the Junior Subordinated Debentures are otherwise paid in full on the Final Maturity Date, or (iii) upon the occurrence of an Event of Default resulting in acceleration of the Junior Subordinated Debentures.
(i) Any principal amount of the Junior Subordinated Debentures, together with accrued interest, will be due and payable on the Final Maturity Date, regardless of the amount of Qualifying Capital Securities the Company has issued and sold at that time.
Appears in 1 contract
Sources: Supplemental Indenture (Metlife Inc)