General Terms of the Notes. Section 2.01 Form. The Notes and the Trustee’s certificates of authentication included therein shall be substantially in the form set forth on Exhibit A-1 or Exhibit A-2 to this First Supplemental Indenture, which are hereby incorporated into this First Supplemental Indenture. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this First Supplemental Indenture and to the extent applicable, the Issuer and the Trustee, by their execution and delivery of this First Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes shall be issued upon original issuance in whole in the form of one or more Global Notes. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. The Issuer initially appoints The Depository Trust Company to act as Depositary with respect to the Global Notes.
General Terms of the Notes. We intend to issue Notes from time to time in one or more series (each, a “Series”) having an aggregate amount of up to U.S.$3,500,000,000. The specific terms of the Notes of any offering in any Series issued under this Offering Circular will be set forth in the applicable Supplement. This section describes only certain terms that may or may not apply to the Notes that you purchase. As discussed above, we expect to issue additional types of Notes, the terms of which will be described in the applicable Supplement. This Offering Circular may not be used to consummate sales of any Notes unless accompanied by the applicable Supplement or Supplements relating to such Notes. The Notes will be issued under an indenture dated as of July 10, 2015 (as amended or supplemented from time to time, the “Indenture”) among the Bank, as Issuer and as Calculation Agent, National Bank of Canada, New York Branch (“NBCNY”), as Guarantor, The Bank of New York Mellon (the “Trustee”), as Trustee, Paying Agent and Note Registrar, in respect of any Notes with respect to which it is named as such in the applicable Supplement. The summaries in this Offering Circular of certain provisions of the Notes, the Guarantee and the Indenture do not purport to be complete and such summaries are subject to the detailed provisions of the Indenture to which reference is hereby made for a full description of such provisions, including the definition of certain terms used, and for other information regarding the Notes and the Guarantee. A copy of the Indenture can be obtained by writing to us at the following address: 000 Xx Xx Xxxxxxxxxxx Xxxxxx Xxxx, 0xx Xxxxx, Xxxxxxxx, Xxxxxx, Xxxxxx H3B 4L2, Attention: Investor Relations, or by calling us at 1-866- 000-0000. Status of the Notes The Notes will constitute deposits for purposes of the Bank Act and will constitute legal, valid and binding direct, unconditional, unsubordinated and unsecured obligations of the Bank and will rank equally with all deposit liabilities of the Bank without any preference among themselves (save for any applicable statutory provisions) and equally with all other present and future unsecured and unsubordinated obligations of the Bank, from time to time outstanding except for certain governmental claims. The Notes will not be deposits insured under either the U.S. Federal Deposit Insurance Act or the Canada Deposit Insurance Corporation Act (Canada).
General Terms of the Notes. Section 2.01 Form. The Notes and the Trustee’s certificates of authentication included therein shall be substantially in the form set forth on Exhibit A-1 or Exhibit A-2 to this [ 🌑 ] Supplemental Indenture, which is hereby incorporated into this [ 🌑 ] Supplemental Indenture. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this [ 🌑 ] Supplemental Indenture and to the extent applicable, the Partnership, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this [ 🌑 ] Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes shall be issued upon original issuance in whole in the form of one or more Global Notes. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. The Partnership initially appoints The Depository Trust Company to act as Depositary with respect to the Global Notes.
General Terms of the Notes. The Issuer Comcel Trust, or the Trust. The Trust is not a separate legal or juridical entity and all actions of the Trust shall in fact be actions of the Cayman Trustee acting as trustee thereof. The holders of the Notes will only have a contractual relationship with the Cayman Trustee as a result of the Indenture. The holders of the Notes are not beneficiaries of the Trust and the Cayman Trustee does not owe the holders of the Notes any fiduciary duties. Declaration of Trust The Trust was established under a Declaration of Trust, dated January 8, 2014 which is governed by the laws of the Cayman Islands. Notes Offered US$800,000,000 aggregate principal amount of 6.875% senior notes due 2024 payable in U.S. dollars. Closing Date February 6, 2014. Maturity Date February 6, 2024. Note Interest The Notes will bear interest equal to that payable by the Borrower on the Loan at a fixed rate of 6.875% per annum, payable semiannually in arrears on February 6 and August 6 of each year, commencing on August 6, 2014. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months. Amounts Payable under the Loan The principal amount of the Loan and the interest payable under the Credit and Guaranty Agreement are the same as the corresponding amounts owed in respect of the Notes, and the schedule of payments under the Loan corresponds to the schedule of payments under the Notes. Ranking The Notes will be senior secured obligations of the Trust and will rank pari passu, without any preference among themselves, with all other present and future obligations of the Trust (other than obligations preferred by statute or by operation of law). The Trust Assets The assets of the Trust will consist of all cash and other proceeds received in connection with the Indenture, the Participation Agreement and the Participation in the Loan, the Credit and Guaranty Agreement (if it has been assigned to the Trust pursuant to the terms thereof), the Expense Reimbursement and Indemnity Agreement and the Additional Transaction Documents (as defined hereafter), as applicable, and all rights related to the foregoing (the “Trust Assets”). Security As security for the Notes, all of the Trust Assets will be pledged to the Indenture Trustee for the benefit of the holders of the Notes pursuant to the Indenture. See “Description of the Notes and the Note Guarantees— Security.” Note Guarantees The Borrower and Distribuidora Central de Comunicaciones, S.A., Distribuidora I...
General Terms of the Notes
