SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘Adjustable Interest 
Rate (LIBOR) Act of 2021’’. 
SEC. 2. FINDINGS AND PURPOSE. 
(a) FINDINGS.—The Congress finds that— 
(1) LIBOR is used as a benchmark rate in 
more than $200 trillion of contracts worldwide; 
(2) a significant number of existing contracts 
that reference LIBOR do not provide for the use of 
a clearly defined or practicable replacement bench-
mark rate when LIBOR is discontinued; and 
(3) the cessation or non-representativeness of 
LIBOR could result in disruptive litigation related 
to existing contracts that do not provide for the use 
of a clearly defined or practicable replacement 
benchmark rate. 
(b) PURPOSE.—It is the purpose of this Act— 
(1) to establish a clear and uniform process, on 
a nationwide basis, for replacing LIBOR in existing 
contracts the terms of which do not provide for the 
use of a clearly defined or practicable replacement 
benchmark rate, without affecting the ability of par-
ties to use any appropriate benchmark rate in new 
contracts; 
(2) to preclude litigation related to existing con-
tracts the terms of which do not provide for the use
of a clearly defined or practicable replacement 
benchmark rate; and 
(3) to allow existing contracts that reference 
LIBOR but provide for the use of a clearly defined 
fallback and practicable replacement rate, to operate 
according to their terms. 
(c) RULE OF CONSTRUCTION.—Nothing in this Act 
shall be construed to disfavor the use of any benchmark 
rate on a prospective basis. 
SEC. 3. DEFINITIONS. 
As used in this Act, the following terms shall have 
the following meanings: 
(1) ‘‘Benchmark’’ shall mean an index of inter-
est rates or dividend rates that is used, in whole or 
in part, as the basis of or as a reference for calcu-
lating or determining any valuation, payment or 
other measurement. 
(2) ‘‘Benchmark Administrator’’ means a per-
son that publishes a Benchmark for use by third 
parties. 
(3) ‘‘Benchmark Replacement’’ shall mean a 
Benchmark, or an interest rate or dividend rate 
(which may or may not be based in whole or in part 
on a prior setting of LIBOR), to replace LIBOR or 
any interest rate or dividend rate based on LIBOR,
whether on a temporary, permanent, or indefinite 
basis, under or in respect of a LIBOR Contract. 
(4) 
‘‘Benchmark 
Replacement 
Conforming 
Changes’’ shall mean any technical, administrative, 
or operational changes, alterations, or modifications 
that— 
(A) the Board determines, in its discretion, 
would address one or more issues affecting the 
implementation, administration, and calculation 
of the Board-Selected Benchmark Replacement 
in LIBOR contracts; or 
(B) solely with respect to a LIBOR Con-
tract that is not a Consumer Loan, in the rea-
sonable judgment of a Calculating Person, are 
otherwise necessary or appropriate to permit 
the implementation, administration, and cal-
culation of the Board-Selected Benchmark Re-
placement under or in respect of a LIBOR Con-
tract after giving due consideration to any 
Benchmark Replacement Conforming Changes 
under subparagraph (A). 
(5) ‘‘Board’’ means the Board of Governors of 
the Federal Reserve System.
(6)(A) ‘‘Board-Selected Benchmark Replace-
ment’’ shall mean a Benchmark Replacement identi-
fied by the Board that is based on SOFR. 
(B) The Board shall adjust the Board-Selected 
Benchmark Replacement for each category of 
LIBOR Contract that the Board may identify to— 
(i) apply to each LIBOR tenor; and 
(ii) incorporate the relevant Tenor Spread 
Adjustment. 
(C) For Consumer Loans, the Board-Selected 
Benchmark Replacement shall initially reflect the 
spread between the Board-Selected Benchmark Re-
placement and LIBOR immediately before the 
LIBOR Replacement Date and shall incorporate the 
relevant Tenor Spread Adjustment over a one-year 
transition period. 
(7) ‘‘Calculating Person’’ shall mean, with re-
spect to any LIBOR Contract, any person (which 
may be the Determining Person) responsible for cal-
culating or determining any valuation, payment, or 
other measurement based on a Benchmark. 
(8) ‘‘Consumer Loan’’ shall mean a consumer 
credit transaction. For purposes of this paragraph, 
the terms ‘‘consumer’’ and ‘‘credit’’ have the mean-
ing given those terms, respectively, under section 
103 of the Truth in Lending Act (15 U.S.C. 1602). 
(9) ‘‘Determining Person’’ shall mean, with re-
spect to any LIBOR Contract, any person with the 
authority, right, or obligation, including on a tem-
porary basis, (as identified by the provisions of the 
LIBOR Contract, or as identified by the governing 
law of the LIBOR Contract, as appropriate) to de-
termine a Benchmark Replacement. 
(10) ‘‘Fallback Provisions’’ shall mean terms in 
a LIBOR Contract for determining a Benchmark 
Replacement, including any terms relating to the 
date on which the Benchmark Replacement becomes 
effective. 
(11) ‘‘LIBOR’’ shall mean the overnight and 1- 
, 3-, 6-, and 12-month tenors of U.S. dollar LIBOR 
(formerly known as the London interbank offered 
rate) as administered by ICE Benchmark Adminis-
tration Limited (or any predecessor or successor 
thereof). LIBOR shall not include the 1-week or 2- 
month tenors of U.S. dollar LIBOR. 
(12) ‘‘LIBOR Contract’’ shall mean, without 
limitation, any contract, agreement, indenture, orga-
nizational documents, guarantee, mortgage, deed of 
trust, lease, Security (whether representing debt or