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: the Series 25 Senior Non Preferred Floating Rate Notes due 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 $500,000,000, except as otherwise provided in the Senior Non Preferred Indenture, including Section 2.03(t) hereof; (d) Principal on the Floating Rate Notes shall be payable on February 23, 2023 (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”); (e) The Floating Rate Notes shall be issued in global registered form on October 23, 2017 and shall bear interest from and including October 23, 2017 payable quarterly in arrears on February 23, May 23, August 23 and November 23 (each, a “Floating Rate Note Interest Payment Date” and, together with the 2023 Fixed Rate Interest Payment Date 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. The Regular Record Dates for the Floating Rate Notes will be 15 calendar days immediately preceding the relevant Floating Rate Note Interest Payment Date, 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 (other than the Floating Rate Notes Maturity Date or any redemption date) falls on a day that is not a Business Day, the Floating Rate Notes Interest Payment Date will be postponed to the next succeeding Business Day and interest will accrue to but excluding such Floating Rate Notes Interest Payment Date, except that if such Business Day falls in the next succeeding calendar month, the applicable Floating Rate Notes Interest Payment Date will be the immediately preceding Business Day. If the maturity date or any redemption date of the Floating Rate 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, as applicable. The interest rate on the Floating Rate Notes will be reset quarterly on February 23, May 23, August 23 and November 23 of each year, beginning on November 23, 2017 through November 23, 2022 (each an “Interest Reset Date”). However, if any Interest Reset Date would otherwise be a day that is not a Business Day, such Interest Reset Date will be the next succeeding day that is a Business Day, except that if the next succeeding Business Day falls in the next succeeding calendar month, the applicable Interest Reset Date will be the immediately preceding Business Day. The interest rate in effect during the initial interest period from, and including, October 23, 2017 to, but excluding November 23, 2017 will be equal to Three-Month USD LIBOR, determined by the Calculation Agent two London Business Days prior to October 23, 2017, plus 109 basis points.
Appears in 1 contract
Sources: 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 Second Third Ranking Senior Indenture:
(a) The title of the Floating Rate Notes shall be: the Series 25 36 Senior Non Preferred Floating Rate Notes due 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 $500,000,000, except as otherwise provided in the Senior Non Preferred Indenture, including Section 2.03(t) hereof;
(d) Principal on the Floating Rate Notes shall be payable on February 23April 12, 2023 (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”);
(e) The Floating Rate Notes shall be issued in global registered form on October 23April 12, 2017 2018 and shall bear interest from and including October 23April 12, 2017 2018 payable quarterly in arrears on February 23January 12, May 23April 12, August 23 July 12 and November 23 October 12 (each, a “Floating Rate Note Interest Payment Date” and, together with the 2023 Fixed Rate Interest Payment Date and the 2028 Fixed Rate Interest Payment Date, an “Interest Payment Date” ), commencing November 23July 12, 20172018. The Floating Rate Notes shall bear interest at a floating rate determined in the manner provided below. The Regular Record Dates for the Floating Rate Notes will be 15 calendar days immediately preceding the relevant Floating Rate Note Interest Payment Date, 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 (other than the Floating Rate Notes Maturity Date or any redemption date) falls on a day that is not a Business Day, the Floating Rate Notes Interest Payment Date will be postponed to the next succeeding Business Day and interest will accrue to but excluding such Floating Rate Notes Interest Payment Date, except that if such Business Day falls in the next succeeding calendar month, the applicable Floating Rate Notes Interest Payment Date will be the immediately preceding Business Day. If the maturity date or any redemption date of the Floating Rate 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, as applicable. The interest rate on the Floating Rate Notes will be reset quarterly on February 23January 12, May 23April 12, August 23 July 12 and November 23 October 12 of each year, beginning on November 23July 12, 2017 2018 through November 23January 12, 2022 2023 (each an “Interest Reset Date”). However, if any Interest Reset Date would otherwise be a day that is not a Business Day, such Interest Reset Date will be the next succeeding day that is a Business Day, except that if the next succeeding Business Day falls in the next succeeding calendar month, the applicable Interest Reset Date will be the immediately preceding Business Day. The interest rate in effect during the initial interest period from, and including, October 23, 2017 to, but excluding November 23, 2017 will be equal to Three-Month USD LIBOR, determined by the Calculation Agent two London Business Days prior to October 23, 2017, plus 109 basis points.
Appears in 1 contract
Sources: 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 20232018”;
(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 $500,000,000300,000,000, except as otherwise provided in the Senior Non Preferred Indenture, including Section 2.03(t) hereof;
(dc) Principal on the Floating Rate Notes shall be payable on February 23August 17, 2023 (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”)2018;
(ed) The Floating Rate Notes shall be issued in global registered form on October 23August 17, 2017 and shall bear 2015. The interest from and including October 23, 2017 payable quarterly in arrears on February 23, May 23, August 23 and November 23 (each, a “rate for the Floating Rate Note Notes for the first Floating Rate Interest Payment Date” andPeriod (as defined below) will be LIBOR (as defined below) as determined on August 13, together with 2015 plus the 2023 Fixed 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 78 basis points. The initial Floating Rate Interest Payment Date and the 2028 Fixed Rate Interest Payment Date(as defined below) will fall on November 17, an “Interest Payment Date” )2015. Thereafter, commencing November 23, 2017. The Floating Rate Notes shall bear interest at a floating rate determined in the manner provided below. The Regular Record Dates for on the Floating Rate Notes will be 15 calendar days immediately preceding paid quarterly in arrears on February 17, May 17, August 17 and November 17, of each year (together with the relevant initial interest payment date, each a “Floating Rate Note Interest Payment Date”). However, whether or not if 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 (other than the Floating Rate Notes Maturity Date or any redemption date) falls 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 Business Day day that is a business day and interest thereon will accrue continue to but excluding such Floating Rate Notes Interest Payment Dateaccrue, except that if such Business Day the 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. If the maturity date or any redemption date of In each such case, except for the Floating Rate Notes falls Interest Payment Date falling on a day that is not a Business Daythe maturity date, the payment Floating Rate Interest Periods and the Interest Reset Dates (as defined below) will be adjusted accordingly to calculate the amount of principal, premium and Additional Amounts, if any, and interest, if any, otherwise interest 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, as applicablenotes. The interest rate on the Floating Rate Notes will be reset quarterly on February 23each Floating Rate Interest Payment Date (together with the initial interest reset date, May 23, August 23 and November 23 of each year, beginning on November 23, 2017 through November 23, 2022 (each an “Interest Reset Date”). However, if any Interest Reset Date would otherwise be a day that is not a Business Daybusiness day, such that Interest Reset Date will be postponed to the next succeeding day that is a Business Daybusiness day, except that if the next succeeding 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 interest rate in effect during the initial first interest period fromwill begin on and include August 17, 2015 and includingwill end on and exclude November 17, October 232015. Thereafter, 2017 to, the interest period will be the periods from and including a Floating Rate Interest Payment Date to but excluding November 23the immediately succeeding Floating Rate Interest Payment Date (together with the first interest period, 2017 each a “Floating Rate Interest Period”). However, the final Floating Rate Interest Period will be equal the period from and including the Floating Rate Interest Payment Date immediately preceding the Maturity Date to Three-Month USD LIBORbut 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, determined by with respect to any future date, are expected to be transacted in the Calculation Agent two London Business Days interbank market (a “London Banking Day”) prior to October 23, 2017, plus 109 basis pointsthe first day of such Floating Rate Interest Period (an “Interest Determination Date”).
Appears in 1 contract
Sources: Sixth 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 25 Senior Non Preferred “Floating Rate Notes due 20232019”;
(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 $500,000,000450,000,000, except as otherwise provided in the Senior Non Preferred Indenture, including Section 2.03(t) hereof;
(dc) Principal on the Floating Rate Notes shall be payable on February 23January 22, 2023 (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”)2019;
(ed) The Floating Rate Notes shall be issued in global registered form on October 23January 22, 2017 and shall bear 2016. The interest from and including October 23, 2017 payable quarterly in arrears on February 23, May 23, August 23 and November 23 (each, a “rate for the Floating Rate Note Notes for the first Floating Rate Interest Payment Date” andPeriod (as defined below) will be LIBOR (as defined below) as determined on January 20, together with 2016 plus the 2023 Fixed 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 and the 2028 Fixed Rate Interest Payment Date(as defined below) will fall on April 22, an “Interest Payment Date” )2016. Thereafter, commencing November 23, 2017. The Floating Rate Notes shall bear interest at a floating rate determined in the manner provided below. The Regular Record Dates for on the Floating Rate Notes will be 15 calendar days immediately preceding paid quarterly in arrears on January 22, April 22, July 22 and October 22 of each year (together with the relevant initial interest payment date, each a “Floating Rate Note Interest Payment Date”). However, whether or not if 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 (other than the Floating Rate Notes Maturity Date or any redemption date) falls 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 Business Day day that is a business day and interest thereon will accrue continue to but excluding such Floating Rate Notes Interest Payment Dateaccrue, except that if such Business Day the 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. If the maturity date or any redemption date of In each such case, except for the Floating Rate Notes falls Interest Payment Date falling on a day that is not a Business Daythe maturity date, the payment Floating Rate Interest Periods and the Interest Reset Dates (as defined below) will be adjusted accordingly to calculate the amount of principal, premium and Additional Amounts, if any, and interest, if any, otherwise interest 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, as applicablenotes. The interest rate on the Floating Rate Notes will be reset quarterly on February 23each Floating Rate Interest Payment Date (together with the initial interest reset date, May 23, August 23 and November 23 of each year, beginning on November 23, 2017 through November 23, 2022 (each an “Interest Reset Date”). However, if any Interest Reset Date would otherwise be a day that is not a Business Daybusiness day, such that Interest Reset Date will be postponed to the next succeeding day that is a Business Daybusiness day, except that if the next succeeding 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 interest rate in effect during the initial first interest period fromwill begin on and include January 22, 2016 and includingwill end on and exclude April 22, October 232016. Thereafter, 2017 to, the interest period will be the periods from and including a Floating Rate Interest Payment Date to but excluding November 23the immediately succeeding Floating Rate Interest Payment Date (together with the first interest period, 2017 each a “Floating Rate Interest Period”). However, the final Floating Rate Interest Period will be equal the period from and including the Floating Rate Interest Payment Date immediately preceding the Maturity Date to Three-Month USD LIBORbut 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, determined by with respect to any future date, are expected to be transacted in the Calculation Agent two London Business Days interbank market (a “London Banking Day”) prior to October 23, 2017, plus 109 basis pointsthe first day of such Floating Rate Interest Period (an “Interest Determination Date”).
Appears in 1 contract
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 bebe designated as: the Series 25 156 Senior Non Preferred Floating Rate Notes due 20232024;
(b) the 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 Debt Securities Indenture shall not exceed $500,000,000650,000,000, except as otherwise provided in the Senior Non Preferred Debt Securities Indenture, including Section 2.03(t2.02(v) hereof;
(d) Principal on the Floating Rate Notes shall be payable on February 23May 24, 2023 (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”)2024;
(e) The Floating Rate Notes shall be issued in global registered form on October 23May 24, 2017 2022. From (and shall including) the date of issuance to (and excluding) the Maturity Date, the Floating Rate Notes will bear interest from and including October 23at a rate per annum equal to the Compounded SOFR plus 124 basis points, 2017 subject to a minimum interest rate of 0% (the “Floating Rate Interest Rate”). Interest will be payable quarterly in arrears on February 2324, May 2324, August 23 24, and November 23 24 of each year (each, each a “Floating Rate Note Interest Payment Date” and”), together with commencing on August 24, 2022, up to and including the 2023 Fixed Rate Interest Payment Maturity Date and the 2028 Fixed Rate or any date of earlier redemption; provided, that if any scheduled Floating Interest Payment Date, an “other than the scheduled Maturity Date or date of redemption or repayment, would fall on a day that is not a Business Day, that Floating Interest Payment Date” )Date will be postponed to the next succeeding Business Day, commencing November 23, 2017. The Floating Rate Notes shall bear interest at a floating rate determined except that if that Business Day falls in the manner provided belownext succeeding calendar month, the Floating Interest Payment Date will be the immediately preceding Business Day. The Regular Record Dates for the Floating Rate Notes will be 15 calendar days immediately preceding the relevant Floating Rate Note Interest Payment Date, 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 (other than the Floating Rate Notes scheduled Maturity Date or any date of redemption date) falls on a day that or repayment is not a Business Day, the Floating Rate Notes Interest Payment Date Company will be postponed to the next succeeding Business Day pay any interest and interest will accrue to but excluding such Floating Rate Notes Interest Payment Date, except that if such Business Day falls in the next succeeding calendar month, the applicable Floating Rate Notes Interest Payment Date will be the immediately preceding Business Day. If the maturity date or principal and/or any amount payable upon redemption date of the Floating Rate Notes falls Notes, as applicable, 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, but such final Floating Interest Payment Date will not be postponed and no interest on such that payment will not accrue from and after the scheduled maturity date or date of redemption or repayment. Interest on the Floating Rate Notes shall be determined five U.S. Government Securities Business Days before each Floating Interest Payment Date;
(f) Each interest period on the Floating Rate Notes will begin on (and include) a Floating Interest Payment Date (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 an “Interest Period”);
(g) The amount of interest accrued and payable on the Floating Rate Notes for each Interest Period will be equal to the 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 Period multiplied by (b) the 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 the Holder through The 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 shall be payable as set forth in the Senior Preferred Debt Securities Indenture;
(o) The Floating Rate 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 terms, except for the price to the public, original interest accrual date, issue date and first Floating Rate Interest Payment Date, as applicablethe 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 ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇/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 ▇▇▇▇▇▇ ▇▇/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 rate 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 Floating Rate Notes will be reset quarterly an annual rate equal to the sum of the Benchmark Replacement and the applicable margin;
(1) If the Company or its designee determines on February 23or prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred in respect of the then-current Benchmark, May 23the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Floating Rate Notes in respect of all determinations on such date and all determinations on all subsequent dates;
(2) In connection with the implementation of a Benchmark Replacement, August 23 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 November 23 of each yearany decision to take or refrain from taking any action or any selection, beginning on November 23, 2017 through November 23, 2022 (each an “Interest Reset Date”). However, if any Interest Reset Date would otherwise be a day that is not a Business Day, such Interest Reset Date will be the next succeeding day that is a Business Dayconclusive and binding absent manifest error, except that if the next succeeding Business Day falls will be made in the next succeeding calendar monthCompany or the Calculation Agent’s sole discretion, and, notwithstanding anything to the contrary in the documentation relating to the Floating Rate Notes, shall become effective without consent from the Holders of the Floating Rate Notes or any other party;
(4) In no event shall the Calculation Agent, the applicable Interest Reset Date will 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 immediately preceding Business Day. The interest rate absence of notice from us, may conclusively assume that no manifest error exists and shall suffer no liability in effect during the initial interest period from, and including, October 23, 2017 to, but excluding November 23, 2017 will be equal to Three-Month USD LIBOR, determined by the Calculation Agent two London Business Days prior to October 23, 2017, plus 109 basis points.in so assuming;
Appears in 1 contract
Sources: 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 Callable Floating Rate Notes due 20232028”;
(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 $500,000,000750,000,000, except as otherwise provided in the Senior Non Preferred Indenture, including Section 2.03(t) hereof;
(dc) Principal on the Floating Rate Notes shall be payable on February 23November 26, 2023 2028 (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”);
(ed) The Floating Rate Notes shall be issued in global registered form on October 23November 26, 2017 and shall bear interest from and including October 23, 2017 payable quarterly in arrears on February 23, May 23, August 23 and November 23 2024 (each, a the “Floating Rate Note Interest Payment Issue Date” and, together with the 2023 Fixed Rate Interest Payment Date 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. The Regular Record Dates for the Floating Rate Notes will be 15 calendar days immediately preceding (the relevant Floating Rate Note Interest Payment Date, 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 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), on the applicable Floating Rate Notes Interest Determination Date (as defined below), and (B) 1.060% per annum, provided that the Floating Rate Notes Interest Rate with respect to any Floating Rate Notes Interest Period shall be payablesubject to a minimum rate per annum of 0.00%, calculated on the basis of a 360-day year and the actual number of days elapsed. If any The first Floating Rate Notes Interest Payment Date (other than as defined below) will fall on February 26, 2025. Thereafter, interest on the Floating Rate Notes Maturity will be paid quarterly in arrears on February 26, May 26, August 26 and November 26 of each year (together with the first Floating Rate Notes Interest Payment Date, each a “Floating Rate Notes Interest Payment Date”). However, if a Floating Rate Notes Interest Payment Date or any redemption date) falls would fall on a day that is not a Business Day, other than the interest payment date that is also a redemption date or the date of maturity, the Floating Rate Notes Interest Payment Date will be postponed to the next succeeding day that is a Business Day and interest thereon will accrue continue to but excluding such Floating Rate Notes Interest Payment Dateaccrue, except that if such the Business Day falls in the next succeeding calendar month, the applicable Floating Rate Notes Interest Payment Date will be the immediately preceding Business Day. If the maturity date or any redemption date of In each such case, except for the Floating Rate Notes falls Interest Payment Date falling on a day that is not a Business Dayredemption date or the Maturity Date, the payment of principal, premium Floating Rate Notes Interest Periods and Additional Amounts, if any, and interest, if any, otherwise payable on such date the Floating Rate Notes Reset Dates (as defined below) will be postponed adjusted accordingly to calculate the next succeeding Business Day, and no amount of interest on such payment will accrue from and after the maturity date or such redemption date, as applicable. The interest rate payable on the Floating Rate Notes. The Floating Rate Notes Interest Rate will be reset quarterly on February 23each Floating Rate Notes Interest Payment Date (together with the initial interest reset date for the Floating Rate Notes, May 23, August 23 and November 23 of each year, beginning on November 23, 2017 through November 23, 2022 (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 Day, such Interest that Floating Rate Notes Reset Date will be postponed to the next succeeding day that is a Business Day, except that if the next succeeding Business Day falls in the next succeeding calendar month, the applicable Interest Floating Rate Notes Reset Date will be the immediately preceding Business Day. Interest will be paid to Holders of record of the Floating Rate Notes in respect of the principal amount thereof outstanding 15 calendar 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 rate in effect during period will begin on and include November 26, 2024 and will end on and exclude February 26, 2025. Thereafter, the interest 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 initial interest period, each a “Floating Rate Notes Interest Period”). However, the final Floating Rate Notes Interest Period will be the period from, from and including, October 23, 2017 to, including the Floating Rate Notes Interest Payment Date immediately preceding the Maturity Date to but excluding November 23the Maturity Date. The Calculation Agent in respect of the Floating Rate Note will determine 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) on that date (the “Floating Rate 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 Twentieth Supplemental Indenture) occurs, 2017 the Floating Rate Notes Interest Determination Date will be equal to Three-Month USD LIBORon the fifth U.S. Government Securities Business Day preceding such tax redemption or Loss Absorption Disqualification Event redemption date, determined by the Calculation Agent two London Business Days prior to October 23, 2017, plus 109 basis pointsas applicable.
Appears in 1 contract
Sources: Twentieth 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: the Series 25 5 Second Ranking Senior Non Preferred Floating Rate Notes due 20232022;
(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 Non Preferred Indenture shall not exceed $500,000,000, except as otherwise provided in the Second Ranking Senior Non Preferred Indenture, including Section 2.03(t) hereof;
(d) Principal on the Floating Rate Notes shall be payable on February 23April 11, 2023 2022 (the “Floating Rate Notes Maturity Date” and, together with the 2023 2022 Fixed Rate Maturity Date and the 2028 2027 Fixed Rate Maturity Date, a ‘Maturity Date”);
(e) The Floating Rate Notes shall be issued in global registered form on October 23April 11, 2017 and shall bear interest from and including October 23April 11, 2017 payable quarterly in arrears on February 23January 11, May 23April 11, August 23 July 11 and November 23 October 11 (each, a “Floating Rate Note Interest Payment Date” and, together with the 2023 2022 Fixed Rate Interest Payment Date and the 2028 2027 Fixed Rate Interest Payment Date, an “Interest Payment Date” ), commencing November 23July 11, 2017. The Floating Rate Notes shall bear interest at a floating rate determined in the manner provided below. The Regular Record Dates for the Floating Rate Notes will be 15 calendar days immediately preceding the relevant Floating Rate Note Interest Payment Date, 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 (other than the Floating Rate Notes Maturity Date maturity date or any redemption date) falls on a day that is not a Business Day, the Floating Rate Notes Interest Payment Date will be postponed to the next succeeding Business Day and interest will accrue to but excluding such Floating Rate Notes Interest Payment Date, except that if such Business Day falls in the next succeeding calendar month, the applicable Floating Rate Notes Interest Payment Date will be the immediately preceding Business Day. If the maturity date or any redemption date of the Floating Rate 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, as applicable. The interest rate on the Floating Rate Notes will be reset quarterly on February 23January 11, May 23April 11, August 23 July 11 and November 23 October 11 of each year, beginning on November 23July 11, 2017 through November 23, 2022 (each an “Interest Reset Date”). However, if any Interest Reset Date would otherwise be a day that is not a Business Day, such Interest Reset Date will be the next succeeding day that is a Business Day, except that if the next succeeding Business Day falls in the next succeeding calendar month, the applicable Interest Reset Date will be the immediately preceding Business Day. The interest rate in effect during the initial interest period from, and including, October 23from April 11, 2017 to, but excluding November 23to July 11, 2017 will be equal to Three-Month USD LIBOR, determined by the Calculation Agent two London Business Days prior to October 23April 11, 2017, plus 109 156 basis points.
Appears in 1 contract
Sources: First 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: the Series 25 Senior Non Preferred be “Floating Rate Notes due 20232017”;
(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 initially exceed $500,000,000, 300,000,000 (except as otherwise provided in the Senior Non Preferred Indenture, including Section 2.03(t) hereof);
(dc) Principal on the Floating Rate Notes shall be payable on February 23March 31, 2023 (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”)2017;
(ed) The Floating Rate Notes shall be issued in global registered form on October 23April 1, 2017 2014 and shall bear interest from and including October 23April 1, 2017 2014 payable quarterly in arrears on February 23the 30th day of March, May 23June, August 23 September and November 23 December of each year, commencing on June 30, 2014 (each, a “Floating Rate Note Interest Payment Date” and, together with the 2023 Fixed Rate Interest Payment Date and the 2028 Fixed Rate Interest Payment Date, an “Interest Payment Date” ”), commencing November 23except that the final Interest Payment Date will be March 31, 2017. The interest rate for the Floating Rate Notes shall bear for the first Floating Rate Interest Period (as defined below) will be LIBOR (as defined below) as determined on March 28, 2014 plus the Spread. Thereafter, the interest at rate for 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 floating rate determined in 360-day year and the manner provided belowactual number of days elapsed. The Regular Record Dates for Spread is 94 basis points. Interest on the Floating Rate Notes will be 15 calendar days immediately preceding the relevant paid quarterly in arrear on March 30, June 30, September 30 and December 30 of each year, commencing on June 30, 2014 (each a “Floating Rate Note Interest Payment Date”), whether or not a Business Day; provided, however, except that interest payable on the maturity date or any redemption date shall be payable to the person to whom the principal of such final Floating Rate Notes shall be payable. If any Floating Rate Notes Interest Payment Date (other than will be the Maturity Date, March 31, 2017. However, if a Floating Rate Notes Maturity Interest Payment Date or any redemption date) falls would fall on a day that is not a Business Daybusiness day, the Floating Rate Notes Interest Payment Date will be postponed to the next succeeding Business Day and interest will accrue to but excluding such Floating Rate Notes Interest Payment Dateday that is a business day, except that if such Business Day the 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. If the maturity date or any redemption date of In each such case, except for the Floating Rate Notes falls Interest Payment Date falling on a day that is not a Business Daythe maturity date, the payment Floating Rate Interest Periods (as defined below) and the Interest Reset Dates (as defined below) will be adjusted accordingly to calculate the amount of principal, premium and Additional Amounts, if any, and interest, if any, otherwise interest 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, as applicablenotes. The interest rate on the Floating Rate Notes will be reset quarterly on February 23March 30, May 23June 30, August 23 September 30 and November 23 December 30 of each year, beginning commencing on November 23June 30, 2017 through November 232014 (each, 2022 (each an “Interest Reset Date”). However, if any Interest Reset Date would otherwise be a day that is not a Business Daybusiness day, such that Interest Reset Date will be postponed to the next succeeding day that is a Business Daybusiness day, except that if the next succeeding Business Day business day falls in the next succeeding calendar month, the applicable Interest Reset Date will be the immediately preceding Business Daybusiness day. The interest rate in effect during the initial first interest period fromwill be the period from and including April 1, and including, October 23, 2017 to, 2014 to but excluding November 23the immediately succeeding Interest Reset Date. Thereafter, 2017 the interest periods will be equal the periods from and including an Interest Reset Date to Three-Month USD LIBORbut excluding the immediately succeeding Interest Reset Date (together with the first interest period, determined by each a “Floating Rate Interest Period”). However, the Calculation Agent two final Interest Period will be the period from and including the Interest Reset Date immediately preceding the maturity date to 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 on the second London Business Days business day prior to October 23the 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, 2017, plus 109 basis points2014.
Appears in 1 contract
Sources: 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 Second Ranking Senior Indenture:
(a) The title of the Floating Rate Notes shall be: be the Series 25 “$300,000,000 Senior Non Preferred Callable Floating Rate Notes due 20232028”;
(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 initially exceed $500,000,000, 300,000,000 (except as otherwise provided in the Senior Non Preferred Indenture, including Section 2.03(t) hereof);
(dc) Principal on the Floating Rate Notes shall be payable on February 23March 1, 2023 2028 (the “Floating Rate Notes Maturity Date” and”), together unless earlier redeemed in accordance with the 2023 Fixed Rate Maturity Date and provisions set forth in Article 11 of the 2028 Fixed Rate Maturity Date, a ‘Maturity Date”)Indenture;
(ed) The Floating Rate Notes shall be issued in global registered form on October 23or about February 29, 2017 and 2024;
(e) The Floating Rate Notes shall bear interest from (and including October 23including) February 29, 2017 payable 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 in arrears on February 23March 1, May 23June 1, August 23 September 1 and November 23 December 1 of each year, beginning on June 1, 2024 (each, a “Floating Rate Note Notes Interest Reset Date”). The regular record dates for the Floating Rate Notes will be the 15th calendar day immediately preceding each Floating Rate Notes Interest Payment Date, whether or not a business day. Interest on the Floating Rate Notes will be payable quarterly in arrear on March 1, June 1, September 1 and December 1 of each year, beginning on June 1, 2024 and ending on maturity (each, a “Floating Rate Notes Interest Payment Date” and, together with the 2023 Fixed Rate each 2028 Notes Interest Payment Date and the 2028 Fixed Rate 2035 Notes Interest Payment Date, each 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. The Regular Record Dates for .
(f) Interest on the Floating Rate Notes will be 15 calendar days immediately preceding the relevant Floating Rate Note Interest Payment Date, whether or not a Business Day; provided, however, that interest payable calculated on the maturity date or any redemption date shall basis of the actual number of days in each interest period, assuming a 360-day year. An interest period will be payable to the person to whom the principal of such period beginning on (and including) a Floating Rate Notes shall be payable. 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 Period”);
(g) If any scheduled Floating Rate Notes Interest Reset Date or Floating Rate Notes Interest Payment Date (other than the maturity date) is not a business day, such Floating Rate Notes Maturity Interest Reset Date or any redemption date) falls on a day that is not a Business Day, the Floating Rate Notes Interest Payment Date will be postponed to the next succeeding Business Day and interest will accrue to but excluding such Floating Rate Notes Interest Payment Date, except day that is a business day; provided that if such Business Day 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 Daybusiness day. If the maturity date or any redemption date of the such Floating Rate Notes falls on a day that Interest Payment Date (other than the maturity date) is not a Business Daypostponed or brought forward as described above, the payment of principal, premium and Additional Amounts, if any, and interest, if any, otherwise payable interest due 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, as applicable. The interest rate on the brought forward Floating Rate Notes will be reset quarterly on February 23, May 23, August 23 and November 23 of each year, beginning on November 23, 2017 through November 23, 2022 (each an “Interest Reset Date”). However, if any Interest Reset Date would otherwise be a day that is not a Business Day, such Interest Reset Payment Date will be the next succeeding day that is a Business Day, except that if the next succeeding Business Day falls in the next succeeding calendar month, the applicable Interest Reset Date will be the immediately preceding Business Day. The include interest rate in effect during the initial interest period from, and including, October 23, 2017 to, accrued to but excluding November 23, 2017 will be equal to Three-Month USD LIBOR, determined by the Calculation Agent two London Business Days prior to October 23, 2017, plus 109 basis pointssuch postponed or brought forward Floating Rate Notes Interest Payment Date.
Appears in 1 contract
Sources: 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 Second Ranking Senior Indenture:
(a) The title of the Floating Rate Notes shall be: be the Series 25 “Senior Non Preferred Callable Floating Rate Notes due 20232027”;
(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 $500,000,000, except as otherwise provided in the Senior Non Preferred Indenture, including Section 2.03(t) hereof;
(dc) Principal on the Floating Rate Notes shall be payable on February 23August 7, 2023 2027 (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”);
(ed) The Floating Rate Notes shall be issued in global registered form on October 23August 7, 2017 and shall bear interest from and including October 23, 2017 payable quarterly in arrears on February 23, May 23, August 23 and November 23 2023 (each, a the “Floating Rate Note Interest Payment Issue Date” and, together with the 2023 Fixed Rate Interest Payment Date 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. The Regular Record Dates for the Floating Rate Notes will be 15 calendar days immediately preceding (the relevant Floating Rate Note Interest Payment Date, 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 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), on the applicable Floating Rate Notes Interest Determination Date (as defined below), and (B) 1.560% per annum, provided that the Floating Rate Notes Interest Rate with respect to any Floating Rate Notes Interest Period shall be payablesubject to a minimum rate per annum of 0.00%, calculated on the basis of a 360-day year and the actual number of days elapsed. If any The first Floating Rate Notes Interest Payment Date (other than as defined below) will fall on November 7, 2023. Thereafter, interest on the Floating Rate Notes Maturity will be paid quarterly in arrears on February 7, May 7, August 7 and November 7 of each year (together with the first Floating Rate Notes Interest Payment Date, each a “Floating Rate Notes Interest Payment Date”). However, if a Floating Rate Notes Interest Payment Date or any redemption date) falls 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 Notes Interest Payment Date will be postponed to the next succeeding day that is a Business Day and interest thereon will accrue continue to but excluding such Floating Rate Notes Interest Payment Dateaccrue, except that if such the Business Day falls in the next succeeding calendar month, the applicable Floating Rate Notes Interest Payment Date will be the immediately preceding Business Day. If the maturity date or any redemption date of In each such case, except for the Floating Rate Notes falls Interest Payment Date falling on a day that is not a Business Daythe Maturity Date, the payment of principal, premium Floating Rate Notes Interest Periods and Additional Amounts, if any, and interest, if any, otherwise payable on such date the Floating Rate Notes Reset Dates (as defined below) will be postponed adjusted accordingly to calculate the next succeeding Business Day, and no amount of interest on such payment will accrue from and after the maturity date or such redemption date, as applicable. The interest rate payable on the Floating Rate Notes. The Floating Rate Notes Interest Rate will be reset quarterly on February 23each Floating Rate Notes Interest Payment Date (together with the initial interest reset date for the Floating Rate Notes, May 23, August 23 and November 23 of each year, beginning on November 23, 2017 through November 23, 2022 (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 Day, such Interest that Floating Rate Notes Reset Date will be postponed to the next succeeding day that is a Business Day, except that if the next succeeding Business Day falls in the next succeeding calendar month, the applicable Interest Floating Rate Notes Reset Date will be the immediately preceding Business Day. Interest will be paid to Holders of record of the Floating Rate Notes in respect of the principal amount thereof outstanding 15 calendar 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 rate in effect during period will begin on and include August 7, 2023 and will end on and exclude November 7, 2023. Thereafter, the interest 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 initial interest period, each a “Floating Rate Notes Interest Period”). However, the final Floating Rate Notes Interest Period will be the period from, from and including, October 23, 2017 to, including the Floating Rate Notes Interest Payment Date immediately preceding the Maturity Date to but excluding November 23, 2017 will be equal to Three-Month USD LIBOR, determined by the Maturity Date. The Calculation Agent two London in respect of the Floating Rate Note will determine the Floating Rate Notes Interest Rate for each Floating Rate Notes Interest Period on the fifth U.S. Government Securities Business Days prior Day by reference to October 23, 2017, plus 109 basis pointsthe SOFR Index Average (as defined below) on that date (the “Floating Rate Notes Interest Determination Date”).
Appears in 1 contract
Sources: 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 25 Senior Non Preferred “Floating Rate Notes due 20232018”;
(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 $500,000,000, except as otherwise provided in the Senior Non Preferred Indenture, including Section 2.03(t) hereof;
(dc) Principal on the Floating Rate Notes shall be payable on February 23March 16, 2023 (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”)2018;
(ed) The Floating Rate Notes shall be issued in global registered form on October 23March 17, 2017 and shall bear 2015. The interest from and including October 23, 2017 payable quarterly in arrears on February 23, May 23, August 23 and November 23 (each, a “rate for the Floating Rate Note Notes for the first Floating Rate Interest Payment Date” andPeriod (as defined below) will be LIBOR (as defined below) as determined on March 13, together with 2015 plus the 2023 Fixed 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 52 basis points. The initial Floating Rate Interest Payment Date and the 2028 Fixed Rate Interest Payment Date(as defined below) will fall on June 16, an “Interest Payment Date” )2015. Thereafter, commencing November 23, 2017. The Floating Rate Notes shall bear interest at a floating rate determined in the manner provided below. The Regular Record Dates for on the Floating Rate Notes will be 15 calendar days immediately preceding paid quarterly in arrears on March 16, June 16, September 16 and December 16 of each year (together with the relevant initial interest payment date, each a “Floating Rate Note Interest Payment Date”). However, whether or not if 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 (other than the Floating Rate Notes Maturity Date or any redemption date) falls 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 Business Day day that is a business day and interest thereon will accrue continue to but excluding such Floating Rate Notes Interest Payment Dateaccrue, except that if such Business Day the 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. If the maturity date or any redemption date of In each such case, except for the Floating Rate Notes falls Interest Payment Date falling on a day that is not a Business Daythe maturity date, the payment Floating Rate Interest Periods and the Interest Reset Dates (as defined below) will be adjusted accordingly to calculate the amount of principal, premium and Additional Amounts, if any, and interest, if any, otherwise interest 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, as applicablenotes. The interest rate on the Floating Rate Notes will be reset quarterly on February 23each Floating Rate Interest Payment Date (together with the initial interest reset date, May 23, August 23 and November 23 of each year, beginning on November 23, 2017 through November 23, 2022 (each an “Interest Reset Date”). However, if any Interest Reset Date would otherwise be a day that is not a Business Daybusiness day, such that Interest Reset Date will be postponed to the next succeeding day that is a Business Daybusiness day, except that if the next succeeding 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 interest rate in effect during the initial first interest period fromwill begin on and include March 17, 2015 and includingwill end on and exclude June 16, October 232015. Thereafter, 2017 to, the interest period will be the periods from and including a Floating Rate Interest Payment Date to but excluding November 23the immediately succeeding Floating Rate Interest Payment Date (together with the first interest period, 2017 each a “Floating Rate Interest Period”). However, the final Floating Rate Interest Period will be equal the period from and including the Floating Rate Interest Payment Date immediately preceding the Maturity Date to Three-Month USD LIBORbut 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, determined by with respect to any future date, are expected to be transacted in the Calculation Agent two London Business Days interbank market (a “London Banking Day”) prior to October 23, 2017, plus 109 basis pointsthe first day of such Floating Rate Interest Period (an “Interest Determination Date”).
Appears in 1 contract
Sources: Fourth 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 25 “$300,000,000 Senior Non Preferred Callable Floating Rate Notes due 20232028”;
(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 initially exceed $500,000,000, 300,000,000 (except as otherwise provided in the Senior Non Preferred Indenture, including Section 2.03(t) hereof);
(dc) Principal on the Floating Rate Notes shall be payable on February 23March 1, 2023 2028 (the “Floating Rate Notes Maturity Date” and”), together unless earlier redeemed in accordance with the 2023 Fixed Rate Maturity Date and provisions set forth in Article 11 of the 2028 Fixed Rate Maturity Date, a ‘Maturity Date”)Indenture;
(ed) The Floating Rate Notes shall be issued in global registered form on October 23or about February 29, 2017 and 2024;
(e) The Floating Rate Notes shall bear interest from (and including October 23including) February 29, 2017 payable 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 in arrears on February 23March 1, May 23June 1, August 23 September 1 and November 23 December 1 of each year, beginning on June 1, 2024 (each, a “Floating Rate Note Notes Interest Reset Date”). The regular record dates for the Floating Rate Notes will be the 15th calendar day immediately preceding each Floating Rate Notes Interest Payment Date, whether or not a business day. Interest on the Floating Rate Notes will be payable quarterly in arrear on March 1, June 1, September 1 and December 1 of each year, beginning on June 1, 2024 and ending on maturity (each, a “Floating Rate Notes Interest Payment Date” and, together with the 2023 Fixed Rate each 2028 Notes Interest Payment Date and the 2028 Fixed Rate 2035 Notes Interest Payment Date, each 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. The Regular Record Dates for .
(f) Interest on the Floating Rate Notes will be 15 calendar calculated on the basis of the actual number of days immediately preceding in each interest period, assuming a 360-day year. An interest period will be the relevant period beginning on (and including) a Floating Rate Note Notes Interest Payment Date and ending on (but excluding) the next succeeding Floating Rate Notes Interest Payment Date, whether or not a Business Day; provided, however, provided that the first floating rate interest payable on period of 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. 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 Period”);
(g) If any scheduled Floating Rate Notes Interest Reset Date or Floating Rate Notes Interest Payment Date (other than the maturity date) is not a business day, such Floating Rate Notes Maturity Interest Reset Date or any redemption date) falls on a day that is not a Business Day, the Floating Rate Notes Interest Payment Date will be postponed to the next succeeding Business Day and interest will accrue to but excluding such Floating Rate Notes Interest Payment Date, except day that is a business day; provided that if such Business Day 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 Daybusiness day. If the maturity date or any redemption date of the such Floating Rate Notes falls on a day that Interest Payment Date (other than the maturity date) is not a Business Daypostponed or brought forward as described above, the payment of principal, premium and Additional Amounts, if any, and interest, if any, otherwise payable interest due 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, as applicable. The interest rate on the brought forward Floating Rate Notes will be reset quarterly on February 23, May 23, August 23 and November 23 of each year, beginning on November 23, 2017 through November 23, 2022 (each an “Interest Reset Date”). However, if any Interest Reset Date would otherwise be a day that is not a Business Day, such Interest Reset Payment Date will be the next succeeding day that is a Business Day, except that if the next succeeding Business Day falls in the next succeeding calendar month, the applicable Interest Reset Date will be the immediately preceding Business Day. The include interest rate in effect during the initial interest period from, and including, October 23, 2017 to, accrued to but excluding November 23, 2017 will be equal to Three-Month USD LIBOR, determined by the Calculation Agent two London Business Days prior to October 23, 2017, plus 109 basis pointssuch postponed or brought forward Floating Rate Notes Interest Payment Date.
Appears in 1 contract
Sources: 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 Second Ranking Senior Indenture:
(a) The title of the Floating Rate Notes shall be: be the Series 25 “Senior Non Preferred Callable Floating Rate Notes due 20232028”;
(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 $500,000,000300,000,000, except as otherwise provided in the Senior Non Preferred Indenture, including Section 2.03(t) hereof;
(dc) Principal on the Floating Rate Notes shall be payable on February 23January 5, 2023 2028 (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”);
(ed) The Floating Rate Notes shall be issued in global registered form on October 23January 5, 2017 and shall bear interest from and including October 23, 2017 payable quarterly in arrears on February 23, May 23, August 23 and November 23 2024 (each, a the “Floating Rate Note Interest Payment Issue Date” and, together with the 2023 Fixed Rate Interest Payment Date 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. The Regular Record Dates for the Floating Rate Notes will be 15 calendar days immediately preceding (the relevant Floating Rate Note Interest Payment Date, 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 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), on the applicable Floating Rate Notes Interest Determination Date (as defined below), and (B) 1.580% per annum, provided that the Floating Rate Notes Interest Rate with respect to any Floating Rate Notes Interest Period shall be payablesubject to a minimum rate per annum of 0.00%, calculated on the basis of a 360-day year and the actual number of days elapsed. If any The first Floating Rate Notes Interest Payment Date (other than as defined below) will fall on April 5, 2024. Thereafter, interest on the Floating Rate Notes Maturity will be paid quarterly in arrears on January 5, April 5, July 5 and October 5 of each year (together with the first Floating Rate Notes Interest Payment Date, each a “Floating Rate Notes Interest Payment Date”). However, if a Floating Rate Notes Interest Payment Date or any redemption date) falls 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 Notes Interest Payment Date will be postponed to the next succeeding day that is a Business Day and interest thereon will accrue continue to but excluding such Floating Rate Notes Interest Payment Dateaccrue, except that if such the Business Day falls in the next succeeding calendar month, the applicable Floating Rate Notes Interest Payment Date will be the immediately preceding Business Day. If the maturity date or any redemption date of In each such case, except for the Floating Rate Notes falls Interest Payment Date falling on a day that is not a Business Daythe Maturity Date, the payment of principal, premium Floating Rate Notes Interest Periods and Additional Amounts, if any, and interest, if any, otherwise payable on such date the Floating Rate Notes Reset Dates (as defined below) will be postponed adjusted accordingly to calculate the next succeeding Business Day, and no amount of interest on such payment will accrue from and after the maturity date or such redemption date, as applicable. The interest rate payable on the Floating Rate Notes. The Floating Rate Notes Interest Rate will be reset quarterly on February 23each Floating Rate Notes Interest Payment Date (together with the initial interest reset date for the Floating Rate Notes, May 23, August 23 and November 23 of each year, beginning on November 23, 2017 through November 23, 2022 (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 Day, such Interest that Floating Rate Notes Reset Date will be postponed to the next succeeding day that is a Business Day, except that if the next succeeding Business Day falls in the next succeeding calendar month, the applicable Interest Floating Rate Notes Reset Date will be the immediately preceding Business Day. Interest will be paid to Holders of record of the Floating Rate Notes in respect of the principal amount thereof outstanding 15 calendar 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 rate in effect during period will begin on and include January 5, 2024 and will end on and exclude April 5, 2024. Thereafter, the interest 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 initial interest period, each a “Floating Rate Notes Interest Period”). However, the final Floating Rate Notes Interest Period will be the period from, from and including, October 23, 2017 to, including the Floating Rate Notes Interest Payment Date immediately preceding the Maturity Date to but excluding November 23the Maturity Date. The Calculation Agent in respect of the Floating Rate Note will determine 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) on that date (the “Floating Rate 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, 2017 the Floating Rate Notes Interest Determination Date will be equal to Three-Month USD LIBORon the fifth U.S. Government Securities Business Day preceding such tax redemption or Loss Absorption Disqualification Event redemption date, determined by the Calculation Agent two London Business Days prior to October 23, 2017, plus 109 basis pointsas applicable.
Appears in 1 contract
Sources: 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 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 20232018”;
(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 $500,000,000400,000,000, except as otherwise provided in the Senior Non Preferred Indenture, including Section 2.03(t) hereof;
(dc) Principal on the Floating Rate Notes shall be payable on February 23May 14, 2023 (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”)2018;
(ed) The Floating Rate Notes shall be issued in global registered form on October 23May 14, 2017 and shall bear 2015. The interest from and including October 23, 2017 payable quarterly in arrears on February 23, May 23, August 23 and November 23 (each, a “rate for the Floating Rate Note Notes for the first Floating Rate Interest Payment Date” andPeriod (as defined below) will be LIBOR (as defined below) as determined on May 12, together with 2015 plus the 2023 Fixed 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 55 basis points. The initial Floating Rate Interest Payment Date and the 2028 Fixed Rate Interest Payment Date(as defined below) will fall on August 14, an “Interest Payment Date” )2015. Thereafter, commencing November 23, 2017. The Floating Rate Notes shall bear interest at a floating rate determined in the manner provided below. The Regular Record Dates for on the Floating Rate Notes will be 15 calendar days immediately preceding paid quarterly in arrears on February 14, May 14, August 14 and November 14 of each year (together with the relevant initial interest payment date, each a “Floating Rate Note Interest Payment Date”). However, whether or not if 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 (other than the Floating Rate Notes Maturity Date or any redemption date) falls 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 Business Day day that is a business day and interest thereon will accrue continue to but excluding such Floating Rate Notes Interest Payment Dateaccrue, except that if such Business Day the 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. If the maturity date or any redemption date of In each such case, except for the Floating Rate Notes falls Interest Payment Date falling on a day that is not a Business Daythe maturity date, the payment Floating Rate Interest Periods and the Interest Reset Dates (as defined below) will be adjusted accordingly to calculate the amount of principal, premium and Additional Amounts, if any, and interest, if any, otherwise interest 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, as applicablenotes. The interest rate on the Floating Rate Notes will be reset quarterly on February 23each Floating Rate Interest Payment Date (together with the initial interest reset date, May 23, August 23 and November 23 of each year, beginning on November 23, 2017 through November 23, 2022 (each an “Interest Reset Date”). However, if any Interest Reset Date would otherwise be a day that is not a Business Daybusiness day, such that Interest Reset Date will be postponed to the next succeeding day that is a Business Daybusiness day, except that if the next succeeding 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 interest rate in effect during the initial first interest period fromwill begin on and include May 14, 2015 and includingwill end on and exclude August 14, October 232015. Thereafter, 2017 to, the interest period will be the periods from and including a Floating Rate Interest Payment Date to but excluding November 23the immediately succeeding Floating Rate Interest Payment Date (together with the first interest period, 2017 each a “Floating Rate Interest Period”). However, the final Floating Rate Interest Period will be equal the period from and including the Floating Rate Interest Payment Date immediately preceding the Maturity Date to Three-Month USD LIBORbut 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, determined by with respect to any future date, are expected to be transacted in the Calculation Agent two London Business Days interbank market (a “London Banking Day”) prior to October 23, 2017, plus 109 basis pointsthe first day of such Floating Rate Interest Period (an “Interest Determination Date”).
Appears in 1 contract
Sources: 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 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 20232021”;
(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 $500,000,0001,000,000,000, except as otherwise provided in the Senior Non Preferred Indenture, including Section 2.03(t) hereof;
(dc) Principal on the Floating Rate Notes shall be payable on February 23May 7, 2023 (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”)2021;
(ed) The Floating Rate Notes shall be issued in global registered form on October 23May 8, 2017 and shall bear 2018. The interest from and including October 23, 2017 payable quarterly in arrears on February 23, May 23, August 23 and November 23 (each, a “rate for the Floating Rate Note Notes for the first Floating Rate Interest Payment Date” andPeriod (as defined below) will be LIBOR (as defined below) as determined on May 3, together with 2018 plus the 2023 Fixed 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 49 basis points. The initial Floating Rate Interest Payment Date and the 2028 Fixed Rate Interest Payment Date(as defined below) will fall on August 7, an “Interest Payment Date” )2018. Thereafter, commencing November 23, 2017. The Floating Rate Notes shall bear interest at a floating rate determined in the manner provided below. The Regular Record Dates for on the Floating Rate Notes will be 15 calendar days immediately preceding paid quarterly in arrears on February 7, May 7, August 7 and November 7 of each year (together with the relevant initial interest payment date, each a “Floating Rate Note Interest Payment Date”). However, whether or not if 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 (other than the Floating Rate Notes Maturity Date or any redemption date) falls 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 Notes Interest Payment Date will be postponed to the next succeeding day that is a Business Day and interest thereon will accrue continue to but excluding such Floating Rate Notes Interest Payment Dateaccrue, except that if such the Business Day falls in the next succeeding calendar month, the applicable Floating Rate Notes Interest Payment Date will be the immediately preceding Business Day. If the maturity date or any redemption date of In each such case, except for the Floating Rate Notes falls Interest Payment Date falling on a day that is not a Business Daythe maturity date, the payment Floating Rate Interest Periods and the Interest Reset Dates (as defined below) will be adjusted accordingly to calculate the amount of principal, premium and Additional Amounts, if any, and interest, if any, otherwise interest 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, as applicablenotes. The interest rate on the Floating Rate Notes will be reset quarterly on February 23each Floating Rate Interest Payment Date (together with the initial interest reset date, May 23, August 23 and November 23 of each year, beginning on November 23, 2017 through November 23, 2022 (each an “Interest Reset Date”). However, if any Interest Reset Date would otherwise be a day that is not a Business Day, such that Interest Reset Date will be postponed to the next succeeding day that is a Business Day, except that if the 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 interest rate in effect during the initial first interest period fromwill begin on and include May 8, 2018 and includingwill end on and exclude August 7, October 232018. Thereafter, 2017 to, the interest period will be the periods from and including a Floating Rate Interest Payment Date to but excluding November 23the immediately succeeding Floating Rate Interest Payment Date (together with the first interest period, 2017 each a “Floating Rate Interest Period”). However, the final Floating Rate Interest Period will be equal the period from and including the Floating Rate Interest Payment Date immediately preceding the Maturity Date to Three-Month USD LIBOR, determined by but excluding the Maturity Date. The Calculation Agent two in respect of the Floating Rate Notes will determine LIBOR (as defined below) for each Floating Rate Interest Period on the second London Business Days Banking Day (as defined below) prior to October 23, 2017, plus 109 basis pointsthe first day of such Floating Rate Interest Period (an “interest determination date”).
Appears in 1 contract
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 Callable Floating Rate Notes due 20232029”;
(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 $500,000,000, except as otherwise provided in the Senior Non Preferred Indenture, including Section 2.03(t) hereof;
(dc) Principal on the Floating Rate Notes shall be payable on February 23June 13, 2023 2029 (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”);
(ed) The Floating Rate Notes shall be issued in global registered form on October 23June 13, 2017 and shall bear interest from and including October 23, 2017 payable quarterly in arrears on February 23, May 23, August 23 and November 23 2025 (each, a the “Floating Rate Note Interest Payment Issue Date” and, together with the 2023 Fixed Rate Interest Payment Date 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. The Regular Record Dates for the Floating Rate Notes will be 15 calendar days immediately preceding (the relevant Floating Rate Note Interest Payment Date, 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 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), on the applicable Floating Rate Notes Interest Determination Date (as defined below), and (B) 1.060% per annum, provided that the Floating Rate Notes Interest Rate with respect to any Floating Rate Notes Interest Period shall be payablesubject to a minimum rate per annum of 0.00%, calculated on the basis of a 360-day year and the actual number of days elapsed. If any The first Floating Rate Notes Interest Payment Date (other than as defined below) will fall on September 13, 2025. Thereafter, interest on the Floating Rate Notes Maturity will be paid quarterly in arrears on March 13, June 13, September 13 and December 13 of each year (together with the first Floating Rate Notes Interest Payment Date, each a “Floating Rate Notes Interest Payment Date”). However, if a Floating Rate Notes Interest Payment Date or any redemption date) falls would fall on a day that is not a Business Day, other than the interest payment date that is also a redemption date or the date of maturity, the Floating Rate Notes Interest Payment Date will be postponed to the next succeeding day that is a Business Day and interest thereon will accrue continue to but excluding such Floating Rate Notes Interest Payment Dateaccrue, except that if such the Business Day falls in the next succeeding calendar month, the applicable Floating Rate Notes Interest Payment Date will be the immediately preceding Business Day. If the maturity date or any redemption date of In each such case, except for the Floating Rate Notes falls Interest Payment Date falling on a day that is not a Business Dayredemption date or the Maturity Date, the payment of principal, premium Floating Rate Notes Interest Periods and Additional Amounts, if any, and interest, if any, otherwise payable on such date the Floating Rate Notes Reset Dates (as defined below) will be postponed adjusted accordingly to calculate the next succeeding Business Day, and no amount of interest on such payment will accrue from and after the maturity date or such redemption date, as applicable. The interest rate payable on the Floating Rate Notes. The Floating Rate Notes Interest Rate will be reset quarterly on February 23each Floating Rate Notes Interest Payment Date (together with the initial interest reset date for the Floating Rate Notes, May 23, August 23 and November 23 of each year, beginning on November 23, 2017 through November 23, 2022 (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 Day, such Interest that Floating Rate Notes Reset Date will be postponed to the next succeeding day that is a Business Day, except that if the next succeeding Business Day falls in the next succeeding calendar month, the applicable Interest Floating Rate Notes Reset Date will be the immediately preceding Business Day. Interest will be paid to Holders of record of the Floating Rate Notes in respect of the principal amount thereof outstanding 15 calendar 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 rate in effect during period will begin on and include June 13, 2025 and will end on and exclude September 13, 2025. Thereafter, the interest 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 initial interest period, each a “Floating Rate Notes Interest Period”). However, the final Floating Rate Notes Interest Period will be the period from, from and including, October 23, 2017 to, including the Floating Rate Notes Interest Payment Date immediately preceding the Maturity Date to but excluding November 23the Maturity Date. The Calculation Agent in respect of the Floating Rate Note will determine 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) on that date (the “Floating Rate 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 Twenty-First Supplemental Indenture) occurs, 2017 the Floating Rate Notes Interest Determination Date will be equal to Three-Month USD LIBORon the fifth U.S. Government Securities Business Day preceding such tax redemption or Loss Absorption Disqualification Event redemption date, determined by the Calculation Agent two London Business Days prior to October 23, 2017, plus 109 basis pointsas applicable.
Appears in 1 contract
Sources: Twenty First Supplemental Indenture (Lloyds Banking Group PLC)