Item 10 - Laserfiche WebLink

Home Browse Search

ARS maturing on July 1, 2014, over (ii) (x) the Service Charge Rate on such date or (y) if the ownership of the ARS is no longer maintained in book-entry form by the Securities Depository, zero; provided further, however, that in no event shall the Maximum Rate be more than the maximum rate permitted by the laws of the State, as the same may be modified by United States law of general application. "Minimum Rate" shall mean, on any date of determination, the rate per annum equal to 85% (as such percentage may be adjusted as described below under "ADJUSTMENT IN PERCENTAGES USED TO DETERMINE MAXIMUM, MINIMUM AND NON-PAYMENT RATE") of the lesser of: (i) the After-Tax Equivalent Rate on such date and (ii) the Index on such date: provided, in no event shall the Minimum Rate be more than the Maximum Rate. "Non-Payment Rate" shall mean, on any date of determination, the interest rate per annum equal to the lessor of(i) 265% of the Index on such date (as such percentage may be adjusted as described below under "ADJUSTMENT IN PERCENTAGE USED TO DETERMINE MAXIMUM, MINIMUM AND NON- PAYMENT RATES") and (ii) 11.171% per annum in the case of the ARS maturing on July 1, 2014; provided, that if an Auction was held on the Business Day immediately preceding the first day of an Auction Period during which the ARS are to be payable as to interest at the Non-Payment Rate, the Non-Payment Rate determined above shall be reduced by an amount equal to the Service Charge Rate on such date of determination; and provided further, that in no event shall the Non-Payment Rate be more than the maximum rate permitted by State law, as the same may be modified by United States law of general application. "After-Tax Equivalent Rate" shall mean, on any date of determination, the interest rate per annum equal to the product of(i) the "AA" Composite Commercial Paper Rate on such date and (ii) 1.00 minus the Statutory Corporate Tax Rate on such date. "'AA' Composite Commercial Paper Rate" shall mean, as of any date of determination, the interest equivalent of the 30-day rate on commercial paper placed on behalf of the issuers whose corporate bonds are rated "AA" by S&P, or the equivalent of such rating by S&P or another nationally recognized securities rating agency, as such 30-day rate is made available on a discount basis or otherwise by the Federal Reserve Bank of New York for the Business Day immediately preceding such date of determination. If, however, the Federal Reserve Bank of New York does not make available any such rate, then the "AA" Composite Commercial Paper Rate shall be the arithmetic average of the interest equivalent of the 30-day rate on commercial paper placed on behalf of such issuers, as quoted to the Auction Agent on a discount basis or otherwise, by the Commercial Paper Dealers, as of the close of business on the Business Day immediately preceding such date of determination. If any Commercial Paper Dealer does not quote a commercial paper rate required to determine the "AA" Composite Commercial Paper Rate, the "AA" Composite Commercial Paper Rate shall be determined on the basis of the quotation or quotations furnished by the remaining Commercial Paper Dealer or Commercial Paper Dealers. "Statutory Corporate Tax Rate" shall mean, as of any date of determination,the highest tax rate bracket(expressed in decimals) now or hereafter applicable in each taxable year on the taxable income of every corporation as set forth in Section 11 of the Code or any successor section, without regard to any minimum additional tax provision or provisions regarding changes in rates during a taxable year; the Statutory Corporate Tax Rate as of the Closing Date is 35%. "Commercial Paper Dealers" shall mean Smith Barney Shearson Inc., its successors and assigns, and any other commercial paper dealer pursuant to the Indenture. "Applicable Percentage" shall mean, on any date of determination, the percentage determined (as such percentage may be adjusted as described below under "DESCRIPTION OF AUCTION -- Adjustment of Percentages Used in Determining Maximum, Minimum and Non-Payment Rates") based on Moody's or S&P's ratings of ARS in effect at the close of business on the Business Day immediately preceding such date, or, if the G-4