Issue of the Notes. (1) The Notes shall be issued in the form of one or more fully registered Global Notes registered in the name of CDS & Co., as nominee of CDS, and shall be executed by the Issuer. The Global Notes will be substantially in the form attached as Schedule A, with such changes as may be agreed between the Issuer and the Registrar. The aggregate principal amount of Notes to be issued and outstanding at any time in the form of the Global Notes or physical certificates (the “Certificated Notes”) issued in accordance with Section 5 (Replacements, Exchange and Transfer of the Global Notes and the Certificated Notes) shall not exceed CAN$500,000,000 except to the extent that Notes are further issued in accordance with Section 19 (Further Issues). Forthwith after such execution, the Global Notes shall be delivered to the Registrar and shall be authenticated by the Registrar (or by such other person as the Registrar may appoint for such purpose with the consent of the Issuer), and delivered to or to the order of the Issuer pursuant to a written direction of the Issuer.
(2) Owners of beneficial interests in the Global Notes will not, except in the limited circumstances described in Section 5 (Replacements, Exchange and Transfer of the Global Notes and the Certificated Notes), be entitled to receive Notes represented by Certificated Notes or to have Notes registered in their names and will not be considered holders thereof under this Agreement or the Notes. The Certificated Notes, if any, will be substantially in the form of the Global Notes attached as Schedule A with the appropriate changes thereto (and including a summary of terms and condition of the Notes), consistent with the provisions of this Agreement, as may be agreed between the Issuer and the Registrar.
(3) The Global Notes shall be issued and delivered only to or to the order of CDS & Co., as nominee for CDS or its successor appointed by the Issuer in accordance with Section 5 (Replacements,
Issue of the Notes. (1) The Notes shall be issued in the form of one or more fully registered Global Notes registered in the name of Cede & Co., as nominee of DTC, and shall be executed by the Issuer. The Global Notes will be substantially in the form attached as Schedule A, with such changes as may be agreed between the Issuer and the Registrar. The aggregate principal amount of Notes to be issued and outstanding at any time in the form of the Global Notes or physical certificates (the "Certificated Notes") issued in accordance with Section 5 shall not exceed U.S.$1,000,000,000 except to the extent that Notes are further issued in accordance with Section 19. Forthwith after such execution, the Global Notes shall be delivered to the Registrar and shall be authenticated by the Registrar (or by such other person as the Registrar may appoint for such purpose with the consent of the Issuer), and delivered to or to the order of the Issuer pursuant to a written direction of the Issuer.
(2) Beneficial owners of Notes will not, except in the limited circumstances described in Section 5, be entitled to receive Notes represented by Certificated Notes or to have Notes registered in their names and will not be considered holders thereof under this Agreement. The Certificated Notes, if any, will be substantially in the form attached as Schedule A with the appropriate changes thereto, consistent with the provisions of this Agreement, as may be agreed between the Issuer and the Registrar.
(3) The Global Notes shall be issued and delivered only to or to the order of DTC or its successor appointed by the Issuer in accordance with Section 5(2). The Global Notes shall be in the principal amount from time to time endorsed thereon. The Registrar shall cause DTC to establish on its book-entry Clearing System an account in the name of the Registrar, as registrar and transfer agent for the Notes (the "Registrar Segregated Account"), for the purpose of facilitating the initial distribution of Notes in accordance with procedures previously agreed to by the Issuer, the Registrar and DTC. The Registrar Segregated Account is maintained exclusively for book-keeping purposes and for purposes of facilitating timely transfers of Notes, and the Registrar shall not be deemed the owner or holder of the Notes recorded therein for any purpose under this Agreement or under the terms of the Notes. The Issuer acknowledges and agrees that the Registrar Segregated Account will be subject to the agreements, rules and p...
Issue of the Notes. The Issuer hereby creates and authorizes for immediate issue a Series of Bonds pursuant to the Master Indenture and this Ninth Supplemental Indenture to be designated as "Medium-Term Notes" which shall be limited to an aggregate amount of $500,000,000 in lawful money of Canada. The aggregate amount of the Notes shall be calculated, in the case of interest bearing Notes, on the basis of the principal amount of such Notes issued, and in the case of non-interest beating Notes, on the basis of the gross proceeds received by the Issuer. The Notes shall be issued from time to time in one or more series or issues pursuant to the Issuer's short form base shelf prospectus dated May 9, 2006 or any prospectus filed with the securities regulatory authorities in replacement thereof (the "Prospectus") and the applicable pricing supplement (the "Pricing Supplement"), as amended and supplemented from time to time.
Issue of the Notes. The Issuer will issue the Notes on the terms, and subject to and in accordance with, the Indenture.
Issue of the Notes. (A) Programme Agreement: The Notes will be issued pursuant to Clause 2(B) of, and on the terms of Clauses 2 to 5 (excluding Clause 3(B)(8)), 10 and 15 of, the Programme Agreement as modified by this Agreement. Unless otherwise defined in this Agreement, terms defined in the Programme Agreement shall have the same meanings in this Agreement. References in the Programme Agreement to Notes and Dealer(s) shall be construed as references to the Notes and the Manager or Managers, as the case may be, for the purposes of this Agreement.
Issue of the Notes. (a) The Issuer hereby creates and authorizes for immediate issue a Series of Obligation Bonds pursuant to the Master Indenture and this Twenty-First Supplemental Indenture, in the form of unsecured negotiable promissory notes or other commercial paper that conform to and comply with the terms and conditions of this Twenty-First Supplemental Indenture including, without limitation, Section 2.2 (the "Notes"), which Notes are to be issued and sold at any time and from time to time in the discretion of the Issuer under the Commercial Paper Program established under this Twenty-First Supplemental Indenture and the Master Indenture.
(b) The aggregate amount outstanding at any time and from time under the Commercial Paper Program established by this Twenty-First Supplemental Indenture and the Master Indenture:
(i) is limited to an Authorized Amount of $500,000,000 in lawful money of Canada; and
(ii) includes within such Authorized Amount the value of:
(A) all outstanding Notes; and
(B) any other outstanding Obligation Bonds of the Issuer in the form of unsecured negotiable promissory notes or other commercial paper, maturing not more than 364 days from the date of issue that (a) are not convertible or exchangeable into or accompanied by a right to purchase another security, and (b) have an approved rating from a Rating Agency, that have been created and issued, and remain outstanding, under another prior Supplemental Indenture ("Previously Issued Notes"), calculated on the basis of the principal amount of such Notes or Previously Issued Notes issued or, in the case of non-interest bearing Notes or Previously Issued Notes, on the basis of the gross proceeds received by the Issuer from the issue and sale of such non-interest bearing Notes or Previously Issued Notes. For greater certainty, the principal amount of any non-interest bearing Notes or Previously Issued Notes is deemed to be equal to the gross proceeds received by the Issuer from the issue and sale of such non-interest bearing Notes or Previously Issued Notes, notwithstanding the amount payable thereunder upon maturity.
(c) The Notes created and issued hereunder are designated as "Commercial Paper".
(d) The Notes are to be issued from time to time in one or more series or issues on the basis set forth in the Issuer's information memorandum dated December 14, 2018 describing the Notes and the Commercial Paper Program established under this Twenty-First Supplemental Indenture and the Master Trust Indenture,...
Issue of the Notes. 1.1 Subject to the terms and conditions hereof, the Issuer agrees to issue the Notes on September 19, 2003, or such later date as the Issuer and the Lead Managers may agree (the “Closing Date”), to the Lead Managers or as they may direct. The Notes will be issued at a price equal to 90.689% of the principal amount of the Notes (the “Issue Price”).
1.2 The Issuer will, not later than the Closing Date, take all action necessary under the Fiscal Agency Agreement dated as of July 25, 2001 (as amended from time to time, the “Fiscal Agency Agreement”) among the Issuer, Banco Central de Venezuela (“Banco Central”), as official financial agent of the Republic, Deutsche Bank AG and Deutsche Bank Trust Company Americas (formerly Bankers Trust Company), as fiscal agents and principal paying agents, to cause Deutsche Bank Trust Company Americas to authenticate and act as fiscal agent in relation to the Notes. The Notes will be issued in accordance with the terms of the Fiscal Agency Agreement and will be in the form set out therein. This Agreement and the Fiscal Agency Agreement are together referred to herein as the “Agreements”
1.3 The Issuer confirms that it has prepared an offering circular dated September 16, 2003 (the “Offering Circular”) and hereby authorizes the Lead Managers to distribute copies thereof in connection with the offer and sale of the Notes.
1.4 The Notes will have the benefit of a Registration Rights Agreement (the “Registration Rights Agreement”), to be dated as of September 19, 2003, between the Issuer and the Lead Managers, pursuant to which the Issuer will agree to register the Notes under the Securities Act subject to the terms and conditions therein specified.
Issue of the Notes. 10
2.1 Form, Terms and Certification and Delivery of the Notes 10 2.2 Execution of Notes 12 2.3 Certification 12 2.4 Additional Events of Default 13
Issue of the Notes. 2.1 Form, Terms and Certification and Delivery of the Notes
2.1.1 The tenth series of Notes authorized to be issued from time to time hereunder, as one or more tranches, shall be designated “Medium Term Notes” and are herein sometimes called the “Notes”. The Notes may be issued by the Issuers in separate tranches from time to time in an unlimited aggregate principal amount and may only be validly issued when the aggregate principal amount of the relevant tranche of Notes to be issued, when added to the aggregate principal amount of all Notes previously or simultaneously issued under the Prospectus in effect on the date of issue, does not exceed the Program Amount. Upon any increase or decrease from time to time in the Program Amount, the Issuers shall forthwith deliver to the Trustee a copy of a Board Resolution of each of the Issuers approving such change certified by any one of the Board members or officers, as the case may be, of each of the Issuers, together with a copy of any amendment of or supplement to the Prospectus relating to such increase or decrease. Notes shall be delivered to the Trustee and shall be certified by or on behalf of the Trustee and delivered by it to or upon the receipt of a written order of each of the Issuers on the following terms:
Issue of the Notes. 2.1 It is acknowledged and agreed that as at the date hereof, the Company is indebted to the Subscribers in respect of the Relevant Indebtedness as set out in Schedule 1.
2.2 Subject to the terms of this Agreement, the Company shall at Completion issue to each of the Subscribers the number of Notes for the aggregate amount in column (III) of Schedule 1 set opposite its name in column (I) of Schedule 1 and in consideration of such issue, each of the Subscribers hereby irrevocably releases, forever discharges and agrees not to make any past, present or future claims, demands, alleged obligations or liabilities or causes of action of whatsoever nature absolutely arising out of, resulting from or in connection with the Relevant Indebtedness and shall cancel the amount of the Relevant Indebtedness or any documents or agreements relating thereto (save for the charge created by the Company pursuant to an amended and restated security deed dated 10 August 2006) absolutely owing from the Company to the Subscribers as at the date of this Agreement referred to in column (IV) of Schedule 1 set opposite their respective names in column (I) of Schedule 1.
2.3 The Company shall, within seven (7) Business Days following the written demand by the Subscribers specifying the amount of the costs and expenses to be reimbursed by the Company pursuant to Clause 10, issue additional Notes in an amount equivalent to such costs and expenses to the Subscribers.
2.4 Each of the Notes shall be issued at its full face value and on the terms and subject to the Conditions.