Prospect, pdf - the SKF site for the capital market
Prospect, pdf - the SKF site for the capital market
Prospect, pdf - the SKF site for the capital market
Create successful ePaper yourself
Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.
assets of <strong>the</strong> Issuer, and (ii) in any such case (o<strong>the</strong>r than <strong>the</strong> appointment of an administrator)<br />
unless initiated by <strong>the</strong> Issuer, is not discharged within 45 days; or<br />
(g) if <strong>the</strong> Issuer (or its respective directors or shareholders) initiates or consents to judicial<br />
proceedings relating to itself under any applicable liquidation, insolvency, composition,<br />
reorganisation or o<strong>the</strong>r similar laws (including <strong>the</strong> obtaining of a moratorium) or makes a<br />
conveyance or assignment <strong>for</strong> <strong>the</strong> benefit of, or enters into any composition or o<strong>the</strong>r<br />
arrangement with, its creditors generally (or any class of its creditors) or any meeting is<br />
convened to consider a proposal <strong>for</strong> an arrangement or composition with its creditors<br />
generally (or any class of its creditors).<br />
9.2 Interpretation<br />
For <strong>the</strong> purposes of this Condition, Indebtedness <strong>for</strong> Borrowed Money means any indebtedness<br />
(whe<strong>the</strong>r being principal, premium, interest or o<strong>the</strong>r amounts) <strong>for</strong> or in respect of any borrowed<br />
money, including without limitation any notes, bonds, debentures, debenture stock, loan stock or<br />
o<strong>the</strong>r securities or any liability under or in respect of any acceptance or acceptance credit.<br />
10. REPLACEMENT OF NOTES AND COUPONS<br />
Should any Note or Coupon be lost, stolen, mutilated, defaced or destroyed it may be replaced at <strong>the</strong><br />
specified office of <strong>the</strong> Fiscal Agent or <strong>the</strong> Paying Agent in Luxembourg, upon payment by <strong>the</strong><br />
claimant of <strong>the</strong> expenses incurred in connection with <strong>the</strong> replacement and on such terms as to<br />
evidence and indemnity as <strong>the</strong> Issuer and <strong>the</strong> Fiscal Agent or <strong>the</strong> Paying Agent, as <strong>the</strong> case may be,<br />
may require. Mutilated or defaced Notes or Coupons must be surrendered be<strong>for</strong>e replacements will<br />
be issued.<br />
11. NOTICES<br />
11.1 Notices to <strong>the</strong> Noteholders<br />
All notices to <strong>the</strong> Noteholders will be valid if published in a leading English language daily<br />
newspaper published in London or such o<strong>the</strong>r English language daily newspaper with general<br />
circulation in Europe as <strong>the</strong> Issuer may decide and, so long as <strong>the</strong> Notes are admitted to trading on<br />
<strong>the</strong> Regulated Market of <strong>the</strong> Luxembourg Stock Exchange, and <strong>the</strong> rules of that exchange so require,<br />
in one daily newspaper published in Luxembourg. It is expected that publication will normally be<br />
made in <strong>the</strong> Financial Times in London and <strong>the</strong> Luxemburger Wort or <strong>the</strong> Tageblatt in Luxembourg.<br />
The Issuer shall also ensure that notices are duly published in a manner which complies with <strong>the</strong><br />
rules and regulations of any stock exchange or o<strong>the</strong>r relevant authority on which <strong>the</strong> Notes are <strong>for</strong><br />
<strong>the</strong> time being listed. Any such notice will be deemed to have been given on <strong>the</strong> date of <strong>the</strong> first<br />
publication or, where required to be published in more than one newspaper, on <strong>the</strong> date of <strong>the</strong> first<br />
publication in all required newspapers.<br />
12. MEETINGS OF NOTEHOLDERS AND MODIFICATION<br />
12.1 Meetings of Noteholders<br />
The Agency Agreement contains provisions <strong>for</strong> convening meetings of <strong>the</strong> Noteholders to consider<br />
any matter affecting <strong>the</strong>ir interests, including <strong>the</strong> modification by Extraordinary Resolution of any of<br />
<strong>the</strong>se Conditions or any of <strong>the</strong> provisions of <strong>the</strong> Agency Agreement. The quorum at any meeting <strong>for</strong><br />
passing an Extraordinary Resolution will be one or more persons present holding or representing<br />
more than 50 per cent. in principal amount of <strong>the</strong> Notes <strong>for</strong> <strong>the</strong> time being outstanding, or at any<br />
adjourned meeting one or more persons present whatever <strong>the</strong> principal amount of <strong>the</strong> Notes held or<br />
represented by him or <strong>the</strong>m, except that at any meeting <strong>the</strong> business of which includes <strong>the</strong><br />
23