Ind. Code ch. 28-10-2

in effect

Ind. Code § 28-10-2-1 Applicability; conflicts with other Indiana Code provisions

Sec. 1. Notwithstanding IC 26-1 or any other Indiana law, this chapter applies to any contract, security, or instrument, including contracts involving commercial transactions. If there is a conflict between a provision in this chapter and another provision of the Indiana Code, this chapter controls. As added by P.L.67-2022, SEC.1.

Ind. Code § 28-10-2-2 "Benchmark"

Sec. 2. As used in this chapter, "benchmark" means an index of interest rates or dividend rates that is used, in whole or in part, as the basis of, or as a reference for, calculating or determining any valuation, payment, or other measurement under or with respect to a contract, security, or instrument. As added by P.L.67-2022, SEC.1.

Ind. Code § 28-10-2-3 "Benchmark replacement"

Sec. 3. As used in this chapter, "benchmark replacement" means: (1) a benchmark; (2) an interest rate; or (3) a dividend rate; that may or may not be based in whole or in part on a prior setting of LIBOR, and that replaces LIBOR (or any interest rate or dividend rate based on LIBOR), whether on a temporary, permanent, or indefinite basis, under or with respect to a contract, security, or instrument. As added by P.L.67-2022, SEC.1.

Ind. Code § 28-10-2-4 "Benchmark replacement conforming changes"

Sec. 4. As used in this chapter, "benchmark replacement conforming changes" means any technical, administrative, or operational changes, alterations, or modifications that: (1) are made to a contract, security, or instrument; (2) are associated with and reasonably necessary for the use, adoption, calculation, or implementation of a recommended benchmark replacement; and (3) either: (A) have been selected or recommended by a relevant recommending body; or (B) if, in the reasonable judgment of the calculating person for a particular contract, security, or instrument, the changes selected or recommended under clause (A): (i) do not apply to the contract, security, or instrument; or (ii) are insufficient to permit the administration and calculation of the recommended benchmark replacement; consist of such other changes, alterations, or modifications that, in the reasonable judgment of the calculating person, are necessary to permit the administration and calculation of the recommended benchmark replacement in a manner consistent with market practice for substantially similar contracts, securities, or instruments and, to the extent practicable, in the manner in which the particular contract, security, or instrument was administered immediately before the LIBOR replacement date, and that would not result in a disposition of the contract, security, or instrument for United States federal income tax purposes. As added by P.L.67-2022, SEC.1.

Ind. Code § 28-10-2-5 "Calculating person"

Sec. 5. (a) As used in this chapter, "calculating person", with respect to a particular contract, security, or instrument, means any person responsible for calculating or determining any valuation, payment, or other measurement based on a benchmark. (b) The term includes the determining person for a particular contract, security, or instrument. As added by P.L.67-2022, SEC.1.

Ind. Code § 28-10-2-6 "Contract, security, or instrument"

Sec. 6. As used in this chapter, "contract, security, or instrument" includes any: (1) contract; (2) agreement; (3) mortgage; (4) deed of trust; (5) lease; (6) instrument; or (7) other obligation or security, whether representing debt or equity, and including any interest in a corporation, partnership, or limited liability company. As added by P.L.67-2022, SEC.1.

Ind. Code § 28-10-2-7 "Determining person"

Sec. 7. As used in this chapter, "determining person", with respect to a particular contract, security, or instrument, means: (1) a person specified as the determining person with respect to the contract, security, or instrument; or (2) if there is not a person specified as the determining person with respect to the contract, security, or instrument, the following, in order of priority: (A) A person with the authority, right, or obligation to determine the benchmark replacement that will take effect on the LIBOR replacement date. (B) If there is not a person described in clause (A) with respect to the contract, security, or instrument, a person with the authority, right, or obligation to calculate or determine a valuation, payment, or other measurement based on a benchmark. (C) If there is not a person described in clause (A) or (B) with respect to the contract, security, or instrument, a person with the authority, right, or obligation to notify other persons of the occurrence of a LIBOR discontinuance event, a LIBOR replacement date, or a benchmark replacement. As added by P.L.67-2022, SEC.1.

Ind. Code § 28-10-2-8 "Fallback provisions"

Sec. 8. As used in this chapter, "fallback provisions" means terms that are included in a contract, security, or instrument and that set forth a methodology or procedure for determining a benchmark replacement, including any terms relating to the effective date of the benchmark replacement, regardless of whether a benchmark replacement can be determined in accordance with the specified methodology or procedure. As added by P.L.67-2022, SEC.1.

Ind. Code § 28-10-2-9 "LIBOR"

Sec. 9. (a) As used in this chapter, "LIBOR" means United States Dollar LIBOR (formerly known as the London Interbank Offered Rate), as administered by Intercontinental Exchange Benchmark Administration Limited (or by any predecessor or successor entity), that is used in making any calculation or determination under a particular contract, security or instrument. (b) The term includes any: (1) predecessor or successor of LIBOR; and (2) tenor of LIBOR. As added by P.L.67-2022, SEC.1.

Ind. Code § 28-10-2-10 "LIBOR discontinuance event"

Sec. 10. (a) As used in this chapter, "LIBOR discontinuance event" means the earliest to occur of any of the following: (1) A public statement or publication of information that: (A) is made by, or on behalf of, the administrator of LIBOR; (B) announces that the administrator has ceased or will cease to provide LIBOR, whether permanently or indefinitely; and (C) when made, there is no successor administrator that will continue to provide LIBOR. (2) A public statement or publication of information that: (A) is made by the regulatory supervisor for the administrator of LIBOR, the United States Federal Reserve System, an insolvency official with jurisdiction over the administrator of LIBOR, a resolution authority with jurisdiction over the administrator of LIBOR, or a court or entity with similar insolvency or resolution authority over the administrator of LIBOR; (B) states that the administrator of LIBOR has ceased or will cease to provide LIBOR, whether permanently or indefinitely; and (C) when made, there is no successor administrator that will continue to provide LIBOR. (3) A public statement or publication of information that: (A) is made by the regulatory supervisor for the administrator of LIBOR; and (B) announces that LIBOR is no longer representative. (b) With respect to a particular contract, security, or instrument, the term does not include a public statement or publication of information that affects one (1) or more tenors of LIBOR in either of the following circumstances: (1) If: (A) the contract, security, or instrument: (i) provides for only one (1) tenor of LIBOR; and (ii) requires interpolation; and (B) the tenor provided for can be interpolated from LIBOR tenors that are not affected by the public statement or publication of information. (2) If: (A) the contract, security, or instrument permits a party to choose from more than one (1) tenor of LIBOR; and (B) any of the specified tenors: (i) is not affected by the public statement or publication of information; or (ii) can be interpolated from LIBOR tenors that are not affected by the public statement or publication of information, if the contract, security, or instrument requires interpolation. As added by P.L.67-2022, SEC.1.

Ind. Code § 28-10-2-11 "LIBOR replacement date"

Sec. 11. (a) As used in this chapter, "LIBOR replacement date" means the following: (1) In the case of a LIBOR discontinuance event described in section 10(a)(1) or 10(a)(2) of this chapter, the later of: (A) the date of the public statement or publication of information described in section 10(a)(1) or 10(a)(2) of this chapter, as applicable; or (B) the date on which the administrator of LIBOR permanently or indefinitely ceases to provide LIBOR. (2) In the case of a LIBOR discontinuance event described in section 10(a)(3) of this chapter, the date of the public statement or publication of information described in section 10(a)(3) of this chapter. (b) With respect to a particular contract, security, or instrument, the term does not include a date that affects one (1) or more tenors of LIBOR in either of the following circumstances: (1) If: (A) the contract, security, or instrument: (i) provides for only one (1) tenor of LIBOR; and (ii) requires interpolation; and (B) the tenor provided for can be interpolated from LIBOR tenors that are not affected on the date. (2) If: (A) the contract, security, or instrument permits a party to choose from more than one (1) tenor of LIBOR; and (B) any of the specified tenors: (i) is not affected on the date; or (ii) can be interpolated from LIBOR tenors that are not affected on the date, if the contract, security, or instrument requires interpolation. As added by P.L.67-2022, SEC.1.

Ind. Code § 28-10-2-12 "Recommended benchmark replacement"

Sec. 12. As used in this chapter, "recommended benchmark replacement", with respect to a particular type of contract, security, or instrument, means a benchmark replacement based on SOFR, including any recommended spread adjustment and any benchmark replacement conforming changes, that is selected or recommended by a relevant recommending body with respect to the type of contract, security, or instrument. As added by P.L.67-2022, SEC.1.

Ind. Code § 28-10-2-13 "Recommended spread adjustment"

Sec. 13. As used in this chapter, "recommended spread adjustment" means a spread adjustment, or method for calculating or determining the spread adjustment, that: (1) is selected or recommended by a relevant recommending body for: (A) a recommended benchmark replacement; (B) a particular type of contract, security, or instrument; and (C) a particular term; to account for the effects of the transition or change from LIBOR to the recommended benchmark replacement; and (2) may: (A) have a positive or negative value; or (B) equal zero (0). As added by P.L.67-2022, SEC.1.

Ind. Code § 28-10-2-14 "Relevant recommending body"

Sec. 14. As used in this chapter, "relevant recommending body" means: (1) the Federal Reserve Board or any successor; (2) the Federal Reserve Bank of New York or any successor; or (3) the Alternative Reference Rates Committee or any successor. As added by P.L.67-2022, SEC.1.

Ind. Code § 28-10-2-15 "Secured overnight financing rate"

Sec. 15. As used in this chapter, "secured overnight financing rate", or "SOFR", with respect to any day, means the secured overnight financing rate published for the day by the Federal Reserve Bank of New York, as the administrator of the benchmark, or by any successor administrator, on the SOFR administrator's Internet web site. As added by P.L.67-2022, SEC.1.

Ind. Code § 28-10-2-16 "SOFR administrator's Internet web site"

Sec. 16. As used in this chapter, "SOFR administrator's Internet web site" means the Internet web site of the Federal Reserve Bank of New York, or of any successor source for the secured overnight financing rate, that is identified as such by the administrator of SOFR from time to time. As added by P.L.67-2022, SEC.1.

Ind. Code § 28-10-2-17 LIBOR replacement date; recommended benchmark replacement as benchmark replacement by operation of law

Sec. 17. (a) On the LIBOR replacement date, the recommended benchmark replacement, by operation of law, becomes the benchmark replacement for any contract, security, or instrument that uses LIBOR as a benchmark and that either: (1) contains no fallback provisions; or (2) contains fallback provisions that result in a benchmark replacement that: (A) is not a recommended benchmark replacement; and (B) is based in any way on any LIBOR value. (b) After the occurrence of a LIBOR discontinuance event, any fallback provisions in a contract, security, or instrument that provide for a benchmark replacement based on or involving: (1) a poll, survey, or inquiries for quotes or information concerning interbank lending rates; or (2) any: (A) interest rate; or (B) dividend rate; based on LIBOR; shall be disregarded as if not included in the contract, security, or instrument, and are considered void and without any force or effect. As added by P.L.67-2022, SEC.1.

Ind. Code § 28-10-2-18 Fallback provisions permitting or requiring a benchmark replacement based on LIBOR; determining person authorized to select recommended benchmark replacement; conditions

Sec. 18. (a) This section applies to any contract, security, or instrument that uses LIBOR as a benchmark and that contains fallback provisions that permit or require the selection of a benchmark replacement that: (1) is based in any way on any LIBOR value; or (2) is: (A) a commercially reasonable replacement for and a commercially substantial equivalent to LIBOR; (B) a reasonable, comparable, or analogous term for LIBOR under or with respect to the contract, security, or instrument; or (C) based on a methodology or information that is similar or comparable to LIBOR. (b) With respect to any contract, security, or instrument to which this section applies, a determining person is authorized, but is not required, to select on or after the occurrence of a LIBOR discontinuance event the recommended benchmark replacement as the benchmark replacement for the contract, security, or instrument. A selection of the recommended benchmark replacement under this section must be: (1) irrevocable; (2) made by the earlier of: (A) the LIBOR replacement date; or (B) the latest date for selecting a benchmark replacement under the terms of the contract, security, or instrument; and (3) used in any determination of the benchmark that is made under or with respect to the contract, security, or instrument on or after the LIBOR replacement date. As added by P.L.67-2022, SEC.1.

Ind. Code § 28-10-2-19 Benchmark replacement conforming changes applicable to recommended benchmark replacement; incorporated by operation of law

Sec. 19. If a recommended benchmark replacement becomes the benchmark replacement for any contract, security, or instrument under this chapter, any benchmark replacement conforming changes that are applicable to the recommended benchmark replacement become an integral part of the contract, security, or instrument by operation of law. As added by P.L.67-2022, SEC.1.

Ind. Code § 28-10-2-20 Certain agreements, contracts, securities, and instruments not affected

Sec. 20. This chapter does not alter or impair any of the following: (1) Any written agreement by all requisite parties that, retrospectively or prospectively, a contract, security, or instrument is not subject to any provisions set forth in this chapter, regardless of whether the written agreement refers specifically to this chapter. For purposes of this subdivision, "all requisite parties" means all parties required to amend the terms and provisions of a contract, security, or instrument that, but for a written agreement described in this subdivision, would otherwise be altered or affected by this chapter. (2) Any contract, security, or instrument that contains fallback provisions that would result in a benchmark replacement that is not based on LIBOR, including any benchmark replacement that is based on the prime rate or on the federal funds rate. However, a contract, security, or instrument described in this subdivision is subject to section 17(b) of this chapter. (3) Any contract, security, or instrument described in section 18(a) of this chapter and with respect to which: (A) a determining person does not elect to use the recommended benchmark replacement under section 18(b) of this chapter; or (B) a determining person elects to use the recommended benchmark replacement before the occurrence of a LIBOR discontinuance event. However, a contract, security, or instrument described in this subdivision is subject to section 17(b) of this chapter. (4) The application to a recommended benchmark replacement of any cap, floor, modifier, or spread adjustment to which LIBOR had been subject under the terms of a contract, security, or instrument. As added by P.L.67-2022, SEC.1.

Ind. Code § 28-10-2-21 Selection or use of recommended benchmark replacement as substantial performance

Sec. 21. The selection or use of a recommended benchmark replacement as a benchmark replacement under or with respect to a contract, security, or instrument by operation of this chapter constitutes: (1) a commercially reasonable replacement for and a commercially substantial equivalent to LIBOR; (2) a reasonable, comparable, or analogous term for LIBOR under or with respect to the contract, security, or instrument; (3) a replacement that is based on a methodology or information that is similar or comparable to LIBOR; and (4) substantial performance by any person of any right or obligation relating to or based on LIBOR under or with respect to the contract, security, or instrument. As added by P.L.67-2022, SEC.1.

Ind. Code § 28-10-2-22 Occurrence of LIBOR discontinuance event or replacement date; selection of recommended benchmark replacement; implementation of benchmark replacement conforming changes; effect on existing rights and obligations

Sec. 22. (a) This section applies if any of the following occur or take place as described in, or by operation of, this chapter: (1) A LIBOR discontinuance event. (2) A LIBOR replacement date. (3) The selection or use of a recommended benchmark replacement as a benchmark replacement. (4) The determination, implementation, or performance of benchmark replacement conforming changes. (b) An event, occurrence, or action described in subsection (a) does not: (1) impair or affect the right of any person to receive a payment, or affect the amount or timing of the payment, under any contract, security, or instrument; (2) discharge or excuse performance under any contract, security, or instrument for any reason, claim, or defense, including any force majeure or other provision in a contract, security, or instrument; (3) give any person the right to unilaterally terminate or suspend performance under any contract, security, or instrument; (4) constitute a breach of a contract, security, or instrument; or (5) void or nullify any contract, security, or instrument, except as provided in section 17(b) of this chapter. As added by P.L.67-2022, SEC.1.

Ind. Code § 28-10-2-23 Recommended benchmark replacement; benchmark conforming changes; immunity from liability; rights, interests, and obligations not impaired or affected

Sec. 23. (a) A person is not liable for damages to any person, and is not subject to any claim or request for equitable relief, arising out of or related to: (1) the selection or use of a recommended benchmark replacement; or (2) the determination, implementation, or performance of benchmark replacement conforming changes; by operation of this chapter, and an action described in subdivision (1) or (2) does not give rise to any claim or cause of action in law or in equity. (b) An action described in subsection (a)(1) or (a)(2) that occurs by operation of this chapter does not: (1) constitute an amendment or a modification of any contract, security, or instrument; or (2) prejudice, impair, or affect any person's rights, interests, or obligations under or with respect to any contract, security, or instrument. As added by P.L.67-2022, SEC.1.

Ind. Code § 28-10-2-24 No negative inference or presumption as to validity or enforceability of certain terms

Sec. 24. Except as provided in sections 17 and 18 of this chapter, this chapter shall not be construed as creating any negative inference or negative presumption regarding the validity or enforceability of any of the following: (1) Any benchmark replacement that is not a recommended benchmark replacement. (2) Any spread adjustment, or method for calculating or determining a spread adjustment, that is not a recommended spread adjustment. (3) Any changes, alterations, or modifications with respect to a contract, security, or instrument that are not benchmark replacement conforming changes. As added by P.L.67-2022, SEC.1.

Ind. Code § 28-10-2-25 Severability

Sec. 25. The provisions of this chapter are severable as provided in IC 1-1-1-8(b). As added by P.L.67-2022, SEC.1.

Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://iga.in.gov/laws/2026/ic/titles/28Fetched: 10/17/2026