Risk Factors Relating to NWR s Debt

Size: px
Start display at page:

Download "Risk Factors Relating to NWR s Debt"

Transcription

1 Risk Factors Relating to NWR s Debt The following is a brief summary of certain risks related to the 7.375% Senior Notes of NWR due 2015 (the 2015 Notes ) and the 7.875% Senior Secured Notes of NWR due 2018 (the 2018 Notes and together with the 2015 Notes, the Notes ). An investment in the Notes involves a significant degree of risk, including the risks described below. The risk factors set forth below do not constitute all of the risks that may affect the Notes. You should carefully consider the risk factors before investing in the Notes. Risks could materially adversely affect the Group s business, financial condition or results of operations. In such case, you may lose all or part of your original investment. The Group s significant leverage may make it difficult for the Group to service its debt, including the Notes, and may adversely affect the Group s ability to obtain additional financing, use the Group s operating cash flow in other areas of its business or otherwise adversely affect its operations. The Group has a substantial amount of indebtedness. The degree to which the Group is leveraged could have important consequences to holders of the Notes, including, but not limited to: making it difficult for the obligors on the Notes to satisfy their obligations with respect to the Notes (and in the case of the 2018 Notes, the Guarantees related to the Notes); increasing the Group s vulnerability to, and reducing its flexibility to respond to, general adverse economic and industry conditions; requiring the dedication of a substantial portion of the Group s cash flow from operations to the payment of principal of, and interest on, its indebtedness, thereby reducing the availability of such cash flow to fund working capital, capital expenditures, acquisitions, joint ventures or other general corporate purposes; limiting the Group s flexibility in planning for, or reacting to, changes in its business, the competitive environment and the industry in which it operates; placing the Group at a competitive disadvantage as compared to its competitors that are not as highly leveraged; and limiting the Group s ability to borrow additional funds and increasing the cost of any such borrowing. Any of these or other consequences or events could have a material adverse effect on the Group s ability to satisfy its debt obligations, including the Notes and (and in the case of the 2018 Notes, the Guarantees related to the Notes). New World Resources N.V. Jachthavenweg 109h 1081 KM Amsterdam The Netherlands Trade Register Amsterdam

2 The Group may not have enough cash available to service its debt. The Group s ability to make scheduled payments on the Notes and its other indebtedness, or to refinance its debt, depends on its future operating and financial performance, which will be affected by its ability to implement successfully the Group s business strategy as well as general economic, financial, competitive, regulatory, technical and other factors beyond its control. If in the future the Group cannot generate sufficient cash to meet its debt service requirements, the Group may, among other things, need to refinance all or a portion of its debt including the Notes, obtain additional financing, delay planned capital expenditures or sell material assets. If the Group is not able to refinance its debt as necessary, obtain additional financing or sell assets on commercially reasonable terms or at all, the Group may not be able to satisfy its obligations with respect to its debt, including the Notes. In that event, borrowings under other debt agreements or instruments that contain cross default or cross acceleration provisions may become payable on demand, and the Group may not have sufficient funds to repay all of the Group s debts, including the Notes. Despite the Group s current significant leverage, the Group may be able to incur more debt in the future, which could further exacerbate the risks of its leverage. The Group may need to incur additional debt in the future to complete acquisitions or capital projects or for working capital. Although the indentures governing the Notes and the agreements governing the Group s other indebtedness may impose some limits on the Group s ability to incur debt, these agreements permit the incurrence of significant additional debt if the Group satisfies certain conditions. In certain circumstances, the Group may incur substantial additional debt that could mature prior to the Notes, and which may be secured by liens on its assets including the collateral that secures the Notes. If the Group and its subsidiaries incur new debt, the risks related to being in a highly leveraged Group that the Group now faces could intensify. The Group is subject to restrictive debt covenants that may limit its ability to finance its future operations and capital needs and to pursue business opportunities and activities. The indentures governing the Notes and the Group s other financing agreements contain covenants that limit the ability of the Group and its subsidiaries to take certain actions. These restrictions may limit the Group s ability to operate its businesses and may prohibit or limit its activity to enhance its operations or take advantage of potential business opportunities as they arise. All of these limitations are subject to significant exceptions and qualifications. These covenants could limit the Group s ability to finance its future operations and capital needs and its ability to pursue business opportunities and activities that may be in the Group s interest. If the Group breaches any of these covenants it may be in default under the Notes or other indebtedness. A significant portion or all of the Group s indebtedness may then become immediately due and payable. The Group may not have, or be able to obtain, sufficient funds to make these accelerated payments. In addition, any default under the Notes could lead to an Trade Register Amsterdam /2

3 acceleration of debt under other debt instruments that contain cross acceleration or cross default provisions. If the debt under the Notes or other debt instruments is accelerated, the Group may not have sufficient assets to repay amounts due thereunder. The Group s ability to comply with the provisions of the indentures governing the Notes and other agreements governing the Group s other debt may be affected by changes in economic or business conditions or other events beyond its control. The Group s ability to comply with the provisions of the indentures governing the Notes and other agreements governing the Group s other debt may be affected by changes in economic or business conditions or other events beyond the Group s control. A change in the Group s financial policies may affect its ability to service its debt or may increase its leverage or otherwise adversely affect Noteholders. The Issuer is permitted to make dividend payments in cash under the terms of the indentures governing the Notes and its other existing financing agreements. In the event the Issuer pays dividends, or increases the percentage of the Group s net income that is paid as dividends, the Group s cash position will decline and its net debt position will increase, which may result in the Group being unable to satisfy its obligations with respect to the Notes as they come due. In the future, the Group may increase its target leverage ratio or may not be able to achieve such target. In the event the Issuer changes its target leverage ratio, the Group s leverage ratio may increase. The decrease in the Group s cash position or the increase in its target leverage ratio may adversely affect the financial position of the Group and its ability to service its debt, including the Notes. The value of the collateral securing the Notes may not be sufficient to satisfy the Group s obligations under the Notes and the collateral securing the Notes may be reduced or diluted under certain circumstances. The 2018 Notes are secured by first-priority security interests, and the 2015 Notes are secured by second-priority security interests, in the pledged shares described in the sections of this website entitled 2018 Senior Secured Notes and 2015 Senior Notes, respectively. The pledged shares may also secure additional debt to the extent permitted by the terms of the indentures. Your rights to the pledged shares would be diluted by any increase in the debt secured by the pledged shares. The value of the pledged shares and the amount to be received upon a sale of such pledged shares will depend upon many factors including, among others, the ability to sell the pledged shares in an orderly sale, the condition of the economies in which the Group s operations are located, the availability of buyers and other factors. The book value of the pledged shares should not be relied on as a measure of realizable value for such assets. Portions of the pledged shares may be illiquid and may have no readily ascertainable market value. The pledged shares are located in a number of countries, and the multi-jurisdictional nature of any foreclosure on the pledged shares may limit their realizable value. To the extent that holders of other secured debt or third parties enjoy liens (including statutory liens), whether or not Trade Register Amsterdam /3

4 permitted by the indenture, such holders or third parties may have rights and remedies with respect to the pledged shares securing the Notes that, if exercised, could reduce the proceeds available to satisfy the obligations under the Notes. The Noteholders are relying on the Intercreditor Agreement to achieve a lien in the collateral. The first priority status of the 2018 Notes and the second priority status of the 2015 Notes is achieved through the Intercreditor Agreement. As a result, if the Intercreditor Agreement is found to be invalid or unenforceable for any reason, or if an administrator refuses to give effect to it, the Notes may not rank in priority to debt that is purportedly subordinated to such Notes. Under the Intercreditor Agreement, the holders of Notes will be required to share recovery proceeds with other secured creditors, have certain limitations on their ability to enforce the security documents and have agreed that the collateral may be released in certain circumstances without their consent. The trustee of the 2015 Notes and the 2018 Notes have entered into an Intercreditor Agreement with NWR and certain other parties. Other creditors may become parties to the Intercreditor Agreement in the future, including counterparties to certain hedging obligations. Among other things, the Intercreditor Agreement governs the enforcement of the security documents, the sharing in any recoveries from such enforcement and the release of the collateral by the security agent. The Intercreditor Agreement governs the ability of holders of Notes to take enforcement action in respect of the security documents. Further, the Intercreditor Agreement provides that the security agent may disregard enforcement action instructions in certain circumstances, including if the instructions are inconsistent with the Intercreditor Agreement or if the security agent is not appropriately indemnified, secured, or prefunded. Lenders under certain revolving credit facilities we enter into in the future and certain hedging counterparties and lenders or creditors under certain other Indebtedness that NWR incurs in the future will receive priority to the proceeds from the enforcement of security and the guarantees. The Intercreditor Agreement provides that the security agent may release certain collateral in connection with sales of assets pursuant to a permitted disposal or enforcement sale and in other permitted circumstances. Therefore, such collateral available to secure the Notes could be reduced in connection with the sales of assets or otherwise, subject to the requirements of the financing documents and the Indenture governing the 2015 Notes and the Indenture governing the 2018 Notes. The Indenture governing the 2015 Notes and the Indenture governing the 2018 Notes permits additional borrowing, including under a revolving credit facility or as part of certain hedging arrangements, which may be entitled to a super-priority interest in the collateral. The ability of NWR to incur additional debt in the future secured by the collateral may have the effect of Trade Register Amsterdam /4

5 diluting the ratio of the value of such collateral to the aggregate amount of the obligations secured by the collateral. The laws of The Netherlands, the Czech Republic and Poland may not be as favorable to holders of the Notes as those of another jurisdiction with which you may be familiar. The Issuer is incorporated under the laws of The Netherlands and has its registered offices in The Netherlands. In addition, the guarantors of the 2018 Notes are incorporated in the laws of the Czech Republic and Poland. Accordingly, certain proceedings may be proceed under, and be governed by, the laws of The Netherlands, or the laws of the Czech Republic or Poland. Such laws may not be as favourable to the Noteholders interests as those of another jurisdiction with which they may be familiar. Enforcing your rights as a holder of the Notes across multiple jurisdictions may prove difficult. The Issuer is organized under the laws of The Netherlands. The Notes will be guaranteed by Subsidiary Guarantors organized under the laws of the Czech Republic and Poland. Your rights under the Notes and the guarantees will thus be subject to the laws of several jurisdictions, and there can be no assurance that you will be able to effectively enforce your rights in multiple bankruptcy, insolvency or similar proceedings. Moreover, such multi-jurisdictional proceedings are typically complex and costly for creditors and often result in substantial uncertainty and delay in the enforcement of your rights. In addition, the bankruptcy, insolvency, administrative and other laws of the various jurisdictions of organization may be materially different from, or in conflict with, each other in certain areas, including creditors rights, priority of creditors, the ability to obtain post-petition interest and the duration of the insolvency proceeding. The application of these various laws in multiple jurisdictions could trigger disputes over which jurisdiction s law should apply and could adversely affect your ability to enforce your rights and to collect payment in full under the Notes and the guarantees. Transfers of the Notes are restricted, which may adversely affect the value of the Notes. The Notes have not been and will not be registered under the U.S. Securities Act, any U.S. state securities laws or under any other country s securities laws. You may not offer the Notes in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws, or pursuant to an effective registration statement. The Notes and the Indenture contain provisions that restrict the Notes from being offered, sold or otherwise transferred except pursuant to the exemptions available pursuant to Rule 144A and Regulation S, or other exemptions, under the U.S. Securities Act. It is your obligation to ensure that your offers and sales of the Notes within the United States and other countries comply with applicable securities laws. Trade Register Amsterdam /5

6 The 2015 Notes are structurally subordinated to the liabilities of the Issuer s subsidiaries. The 2015 Notes are not guaranteed by the Issuer s subsidiaries. Generally, holders of indebtedness of, and trade creditors of, the Issuer s subsidiaries, including lenders under bank financing agreements, are entitled to payments of their claims from the assets of such subsidiaries before these assets are made available for distribution to the Issuer, as direct or indirect shareholder. Accordingly, in the event that any of the Issuer s subsidiaries become insolvent, liquidates or otherwise reorganizes: the creditors of the Issuer (including the holders of the 2015 Notes) will have no right to proceed against such subsidiary s assets; and creditors of such subsidiary, including trade creditors, will generally be entitled to payment in full from the sale or other disposal of the assets of such subsidiary before the Issuer, as direct or indirect shareholder, will be entitled to receive any distributions from such subsidiary. The 2018 Notes will be structurally subordinated to the liabilities of non-guarantor subsidiaries. Some, but not all, of the Issuer s subsidiaries are guarantors of the 2018 Notes. Generally, holders of indebtedness of, and trade creditors of, non-guarantor subsidiaries, including lenders under bank financing agreements, are entitled to payments of their claims from the assets of such subsidiaries before these assets are made available for distribution to any guarantor or the Issuer, as direct or indirect shareholders. Accordingly, in the event that any of the non-guarantor subsidiaries become insolvent, liquidates or otherwise reorganizes: the creditors of the Issuer and the guarantors (including the holders of the Notes) will have no right to proceed against such subsidiary s assets; and creditors of such non-guarantor subsidiary, including trade creditors, will generally be entitled to payment in full from the sale or other disposal of the assets of such subsidiary before the Issuer or any subsidiary guarantor, as direct or indirect shareholder, will be entitled to receive any distributions from such subsidiary. The guarantees by the guarantors of the 2018 Notes will be subject to certain limitations on enforcement and may be limited by applicable laws or subject to certain defenses that may limit their validity and enforceability. The indenture governing the 2018 Notes provides that the guarantees by the guarantors will be limited to the maximum amount that can be guaranteed by the relevant guarantor without Trade Register Amsterdam /6

7 rendering the guarantee, as it relates to that guarantor, voidable or otherwise ineffective under local law. In addition, enforcement of the guarantee would be subject to certain generally available defenses. These laws and defenses include those that relate to corporate benefit, fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally. Trade Register Amsterdam /7

High-yield bonds: an introduction to material covenants and terms

High-yield bonds: an introduction to material covenants and terms Key points The European high-yield bond market has seen significant issuances over the past two years (both in terms of number of issuances and volumes) and has seen numerous debut issuers. A driver of

More information

Summary of Bank Restructuring Support and Forbearance Agreement Restructuring Support and Forbearance Agreement

Summary of Bank Restructuring Support and Forbearance Agreement Restructuring Support and Forbearance Agreement Summary of Bank Restructuring Support and Forbearance Agreement August 21, 2015 On August 21, 2015, Caesars Entertainment Corporation ( CEC ) and Caesars Entertainment Operating Company, Inc., a majority

More information

CSI Compressco LP CSI Compressco Finance Inc.

CSI Compressco LP CSI Compressco Finance Inc. Filed Pursuant to Rule 424(b)(3) Registration No. 333-204654 PROSPECTUS CSI Compressco LP CSI Compressco Finance Inc. Offer to Issue Up to $350,000,000 of 7.25% Senior Notes due 2022 That Have Been Registered

More information

BEAZER HOMES USA INC

BEAZER HOMES USA INC BEAZER HOMES USA INC FORM S-4/A (Registration Statement for securities to be issued in business combination transactions) Filed 07/19/13 Address 1000 ABERNATHY ROAD STE 260 ATLANTA, GA 30328 Telephone

More information

Loans and Security Training

Loans and Security Training Jonathan Lawrence, Finance Partner, London Loans and Security Training November 2014 Copyright 2014 by K&L Gates LLP. All rights reserved. LOANS AND SECURITY TRAINING A. Entering into a loan facility B.

More information

ARCH CAPITAL ADVISORS

ARCH CAPITAL ADVISORS ARCH CAPITAL ADVISORS TERM SHEET Mezzanine Debt This term sheet does not constitute an offer and is solely for discussion purposes. This term sheet shall not be construed as creating any obligations on

More information

Term Sheet ISIN: NO 0010672827. FRN Marine Harvest ASA Senior Unsecured Open Bond Issue 2013/2018 (the Bonds or the Loan )

Term Sheet ISIN: NO 0010672827. FRN Marine Harvest ASA Senior Unsecured Open Bond Issue 2013/2018 (the Bonds or the Loan ) Term Sheet ISIN: NO 0010672827 FRN Marine Harvest ASA Senior Unsecured Open Bond Issue 2013/2018 (the Bonds or the Loan ) Settlement date: Expected to be 12 March 2013 Issuer: Currency: Loan Amount / First

More information

THE BOND MARKET ASSOCIATION PRACTICE GUIDELINES FOR TRADING IN DISTRESSED BONDS

THE BOND MARKET ASSOCIATION PRACTICE GUIDELINES FOR TRADING IN DISTRESSED BONDS THE BOND MARKET ASSOCIATION PRACTICE GUIDELINES FOR TRADING IN DISTRESSED BONDS A. Introduction Set forth below are The Bond Market Association s recommended trading practice guidelines ( Guidelines )

More information

Attachment 24 Forms of RTD Legal Opinions

Attachment 24 Forms of RTD Legal Opinions Attachment 24 Forms of RTD Legal Opinions Part A: Form of RTD General Counsel Opinion Denver Transit Partners, LLC c/o Gregory J. Amparano General Manager Denver Transit Holdings, LLC 999 18th Street,

More information

EYE CARE CENTERS OF AMERICA, INC.

EYE CARE CENTERS OF AMERICA, INC. As filed with the Securities and Exchange Commission on September 26, 2005 Registration No. 333-124580 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 3 TO FORM S-4

More information

Order Authorizing Securitization of Certain Additional Transition Costs and Related Transactions

Order Authorizing Securitization of Certain Additional Transition Costs and Related Transactions SECURITIES AND EXCHANGE COMMISSION (Release No. 35-28040; 70-10329) CenterPoint Energy, Inc., et al. Order Authorizing Securitization of Certain Additional Transition Costs and Related Transactions September

More information

Agreements, bonds and guarantees

Agreements, bonds and guarantees Agreements, bonds and guarantees SPV Formation The Special Project Vehicle (SPV) may take a variety of forms, including a corporation, limited liability company, general partnership, limited partnership,

More information

GUIDE TO SYNDICATED LEVERAGED FINANCE

GUIDE TO SYNDICATED LEVERAGED FINANCE GUIDE TO SYNDICATED LEVERAGED FINANCE CONTENTS Clause Page 1. Introduction... 1 2. Types Of Senior Leveraged Facilities Commonly Syndicated... 1 3. Parties To A Senior Syndicated Leveraged Facility...

More information

1 Overview 1.01 INTRODUCTION

1 Overview 1.01 INTRODUCTION 1 Overview 1.01 INTRODUCTION 1.01(a) Scope Of This Work This treatise is a practical guide for secured creditors, i.e. creditors with collateral securing their claims against debtors, in the restructuring,

More information

SECURED DEMAND NOTE COLLATERAL AGREEMENT

SECURED DEMAND NOTE COLLATERAL AGREEMENT SECURED DEMAND NOTE COLLATERAL AGREEMENT This Secured Demand Note Collateral Agreement (the "Agreement") is effective as of the day of, 20 by and between the "Lender") and (the "Borrower"), who mutually

More information

Chase Issuance Trust. Chase Bank USA, National Association

Chase Issuance Trust. Chase Bank USA, National Association Prospectus dated August 8, 2011 Chase Issuance Trust Issuing Entity Chase Bank USA, National Association Sponsor, Depositor, Originator, Administrator and Servicer The issuing entity You should consider

More information

RESIDENTIAL LIMITED COVERAGE MORTGAGE MODIFICATION POLICY Issued By WFG NATIONAL TITLE INSURANCE COMPANY

RESIDENTIAL LIMITED COVERAGE MORTGAGE MODIFICATION POLICY Issued By WFG NATIONAL TITLE INSURANCE COMPANY RESIDENTIAL LIMITED COVERAGE MORTGAGE MODIFICATION POLICY Issued By WFG NATIONAL TITLE INSURANCE COMPANY Any notice of claim and any other notice or statement in writing required to be given to the Company

More information

Chase Issuance Trust

Chase Issuance Trust The information in this prospectus is not complete and may be changed. This prospectus is not an offer to sell these securities and we are not seeking an offer to buy these securities in any state where

More information

SECTION 14 RISK MANAGEMENT

SECTION 14 RISK MANAGEMENT SECTION 14 RISK MANAGEMENT 14.1 POSITION LIMITS DERIVATIVES MARKET CONTRACTS AND DERIVATIVES CCP CONTRACTS... 3 14.1.1 ASX Clear may prescribe Position Limits... 3 14.1.2 Breach of Position Limits... 4

More information

Drafting Term Sheets and Financing Agreements. Ward Buringrud Partner, Finance and Commercial Law Transactions

Drafting Term Sheets and Financing Agreements. Ward Buringrud Partner, Finance and Commercial Law Transactions Drafting Term Sheets and Financing Agreements Ward Buringrud Partner, Finance and Commercial Law Transactions The business plan What the lender wants What the borrower wants Agenda Term sheet basics and

More information

One of the more noticeable developments in

One of the more noticeable developments in A Primer on Second Lien Term Loan Financings By Neil Cummings and Kirk A. Davenport One of the more noticeable developments in the debt markets in the last year has been the exponential increase in the

More information

Catalyst/Princeton Floating Rate Income Fund Class A: CFRAX Class C: CFRCX Class I: CFRIX SUMMARY PROSPECTUS NOVEMBER 1, 2015

Catalyst/Princeton Floating Rate Income Fund Class A: CFRAX Class C: CFRCX Class I: CFRIX SUMMARY PROSPECTUS NOVEMBER 1, 2015 Catalyst/Princeton Floating Rate Income Fund Class A: CFRAX Class C: CFRCX Class I: CFRIX SUMMARY PROSPECTUS NOVEMBER 1, 2015 Before you invest, you may want to review the Fund s complete prospectus, which

More information

2 Be it enacted by the People of the State of Illinois, 4 Section 1. Short title. This Act may be cited as the

2 Be it enacted by the People of the State of Illinois, 4 Section 1. Short title. This Act may be cited as the SB49 Enrolled LRB9201970MWcd 1 AN ACT concerning home mortgages. 2 Be it enacted by the People of the State of Illinois, 3 represented in the General Assembly: 4 Section 1. Short title. This Act may be

More information

THE BASICS OF CHAPTER 11 BANKRUPTCY

THE BASICS OF CHAPTER 11 BANKRUPTCY THE BASICS OF CHAPTER 11 BANKRUPTCY Bankruptcy is a legal proceeding in which a debtor declares an inability to pay consumer or business debts as they become due. Debtors may seek to be excused from continuing

More information

Bank of America, National Association Sponsor, Servicer and Originator. BA Credit Card Funding, LLC Transferor and Depositor

Bank of America, National Association Sponsor, Servicer and Originator. BA Credit Card Funding, LLC Transferor and Depositor Prospectus Dated November 20, 2015 Bank of America, National Association Sponsor, Servicer and Originator The issuing entity BA Credit Card Funding, LLC Transferor and Depositor BA Credit Card Trust Issuing

More information

FACTORING AND FINANCING IN CANADA WHAT EVERY U.S. FACTOR AND LAWYER WANTS TO KNOW ABOUT PURCHASING AND TAKING SECURITY ON CANADIAN RECEIVABLES

FACTORING AND FINANCING IN CANADA WHAT EVERY U.S. FACTOR AND LAWYER WANTS TO KNOW ABOUT PURCHASING AND TAKING SECURITY ON CANADIAN RECEIVABLES FACTORING AND FINANCING IN CANADA WHAT EVERY U.S. FACTOR AND LAWYER WANTS TO KNOW ABOUT PURCHASING AND TAKING SECURITY ON CANADIAN RECEIVABLES Cross-border transactions involving U.S. and Canadian parties

More information

Convertible Notes Overview. Preparing for a Smooth IPO Process a Guide for In-House Counsel

Convertible Notes Overview. Preparing for a Smooth IPO Process a Guide for In-House Counsel Convertible Notes Overview Preparing for a Smooth IPO Process a Guide for In-House Counsel Convertible Notes Offerings An Overview for Issuers Convertible note offerings can be an effective financing tool

More information

$446,366,205 SENIOR DEMAND NOTES

$446,366,205 SENIOR DEMAND NOTES FILED PURSUANT TO RULE 424(B)(3) REGISTRATION NO. 333-195015 1 ST FRANKLIN FINANCIAL CORPORATION $446,366,205 SENIOR DEMAND NOTES 1 st Franklin Financial Corporation (the "Company" or "1st Franklin") is

More information

424B5 1 d105908d424b5.htm FORM 424B5

424B5 1 d105908d424b5.htm FORM 424B5 424B5 1 d105908d424b5.htm FORM 424B5 Filed Pursuant to Rule 424(b)(5) Registration No. 333 190955 Title of Each Class of Securities to be Registered CALCULATION OF REGISTRATION FEE Amount to be Registered

More information

REPUBLIC OF VANUATU OFFSHORE LIMITED PARTNERSHIPS ACT NO. 39 OF 2009. Arrangement of Sections

REPUBLIC OF VANUATU OFFSHORE LIMITED PARTNERSHIPS ACT NO. 39 OF 2009. Arrangement of Sections REPUBLIC OF VANUATU OFFSHORE LIMITED PARTNERSHIPS ACT NO. 39 OF 2009 Arrangement of Sections PART 1 INTRODUCTION 1 Interpretation... PART 2 ESTABLISHMENT OF OFFSHORE LIMITED PARTNERSHIPS 2 Offshore limited

More information

RESTRICTIONS ON DEBT INCURRENCE UNDER CREDIT FACILITY

RESTRICTIONS ON DEBT INCURRENCE UNDER CREDIT FACILITY the completion of construction, development or substantial repair, alteration or improvement; (g) Liens to secure, directly or indirectly, the Company's obligations with respect to debt issued by any Governmental

More information

BUSINESS CASH RESERVE AGREEMENT Effective: January 1, 2016

BUSINESS CASH RESERVE AGREEMENT Effective: January 1, 2016 BUSINESS CASH RESERVE AGREEMENT Effective: January 1, 2016 This Business Cash Reserve Agreement ("Cash Reserve Agreement"), Borrower's Application for Business Cash Reserve (Business Overdraft Protection),

More information

Financial Instruments: Disclosures

Financial Instruments: Disclosures STATUTORY BOARD SB-FRS 107 FINANCIAL REPORTING STANDARD Financial Instruments: Disclosures This version of the Statutory Board Financial Reporting Standard does not include amendments that are effective

More information

BUSINESS CREDIT AND CONTINUING SECURITY AGREEMENT

BUSINESS CREDIT AND CONTINUING SECURITY AGREEMENT BUSINESS CREDIT AND CONTINUING SECURITY AGREEMENT This Business Credit and Continuing Security Agreement ("Agreement") includes this Agreement and may include a Business Credit Agreement Rider and Business

More information

Term Sheet ISIN: NO 001 060029.9. Prosafe SE 3 months NIBOR + 3.50 % Senior Unsecured Bond Issue 2011/2016 (the Bonds or the Loan )

Term Sheet ISIN: NO 001 060029.9. Prosafe SE 3 months NIBOR + 3.50 % Senior Unsecured Bond Issue 2011/2016 (the Bonds or the Loan ) Term Sheet ISIN: NO 001 060029.9 Prosafe SE 3 months NIBOR + 3.50 % Senior Unsecured Bond Issue 2011/2016 (the Bonds or the Loan ) Settlement date: Expected to be 25 February 2011 Issuer: Currency: First

More information

Risks Related to the Planned SanDisk Merger and Integration of Our HGST Acquisition

Risks Related to the Planned SanDisk Merger and Integration of Our HGST Acquisition WESTERN DIGITAL CORP. RISK FACTORS Introduction Information located on this website or accessible through this website (from other sources) is neither an offer to sell nor a solicitation to buy the securities

More information

COMPLIANCE WITH REGULATION U: A REFRESHER. by Barry W. Hunter

COMPLIANCE WITH REGULATION U: A REFRESHER. by Barry W. Hunter COMPLIANCE WITH REGULATION U: A REFRESHER by Barry W. Hunter Complying with Regulation U 1 (herein sometimes referred to as the "Regulation") involves more than just including in the loan documents a covenant

More information

[COMPANY NAME] STOCK PURCHASE AGREEMENT

[COMPANY NAME] STOCK PURCHASE AGREEMENT [COMPANY NAME] STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the Agreement ) is made as of the day of, 2015, (the Effective Date ) by and between [COMPANY NAME] (the Company ), and SOSV a company

More information

Hedge Fund. Pledges. The LAW REPORT

Hedge Fund. Pledges. The LAW REPORT hedge LAW REPORT fund law and regulation Pledges How Can a Investor Pledge Its Interest as Collateral for a Loan Without Obtaining the Consent of the s Manager or General Partner? By Sabrena Silver and

More information

OREGON BUSINESS DEVELOPMENT DEPARTMENT CREDIT ENHANCEMENT FUND INSURANCE PROGRAM LOAN INSURANCE AGREEMENT

OREGON BUSINESS DEVELOPMENT DEPARTMENT CREDIT ENHANCEMENT FUND INSURANCE PROGRAM LOAN INSURANCE AGREEMENT OREGON BUSINESS DEVELOPMENT DEPARTMENT CREDIT ENHANCEMENT FUND INSURANCE PROGRAM LOAN INSURANCE AGREEMENT In consideration of the mutual undertakings set forth in this Agreement, ("Lender") and the State

More information

Terms and Conditions

Terms and Conditions Terms and Conditions 1. TABLE OF CONTENTS 1. TABLE OF CONTENTS 2. SERVICES OFFERED TO THE CUSTOMER 3. EXECUTION-ONLY ARRANGEMENTS 4. YOUR INVESTMENT OBJECTIVES 5. RESTRICTIONS ON TYPES OF INVESTMENT 6.

More information

BUY-SELL AGREEMENT. AGREEMENT, made this _(1)_ day of (2), 19_(3)_, by and between. (4), (5), (6), hereinafter separately referred to as

BUY-SELL AGREEMENT. AGREEMENT, made this _(1)_ day of (2), 19_(3)_, by and between. (4), (5), (6), hereinafter separately referred to as BUY-SELL AGREEMENT The sample buy-sell agreement below is for information purposes only. Neither MEG Financial, Inc. nor any of its representatives offers legal or tax advice. Please consult your tax and

More information

HOME OWNER ASSISTANCE PROGRAM SILENT SECOND LOAN PROMISSORY NOTE SECURED BY A DEED OF TRUST. Corona, California. Principal Amount: Date of Loan:

HOME OWNER ASSISTANCE PROGRAM SILENT SECOND LOAN PROMISSORY NOTE SECURED BY A DEED OF TRUST. Corona, California. Principal Amount: Date of Loan: HOME OWNER ASSISTANCE PROGRAM SILENT SECOND LOAN PROMISSORY NOTE SECURED BY A DEED OF TRUST Corona, California Principal Amount: Date of Loan: FOR VALUE RECEIVED, the undersigned ( Maker ) promises to

More information

CN - 1 $50,000 (YOUR COMPANY NAME HERE) CONVERTIBLE SUBORDINATED PROMISSORY NOTE

CN - 1 $50,000 (YOUR COMPANY NAME HERE) CONVERTIBLE SUBORDINATED PROMISSORY NOTE THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT

More information

Assurance and accounting A Guide to Financial Instruments for Private

Assurance and accounting A Guide to Financial Instruments for Private june 2011 www.bdo.ca Assurance and accounting A Guide to Financial Instruments for Private Enterprises and Private Sector t-for-profit Organizations For many entities adopting the Accounting Standards

More information

Risk Explanation for Exchange-Traded Derivatives

Risk Explanation for Exchange-Traded Derivatives Risk Explanation for Exchange-Traded Derivatives The below risk explanation is provided pursuant to Hong Kong regulatory requirements relating to trading in exchange-traded derivatives by those of our

More information

International Swaps and Derivatives Association, Inc. COLLATERAL LAW REFORM GROUP UNITED KINGDOM COUNTRY REPORT

International Swaps and Derivatives Association, Inc. COLLATERAL LAW REFORM GROUP UNITED KINGDOM COUNTRY REPORT International Swaps and Derivatives Association, Inc. COLLATERAL LAW REFORM GROUP UNITED KINGDOM COUNTRY REPORT Supplement to Collateral Arrangements in the European Financial Markets: The Need for National

More information

18 BUSINESS ACCOUNTING STANDARD FINANCIAL ASSETS AND FINANCIAL LIABILITIES I. GENERAL PROVISIONS

18 BUSINESS ACCOUNTING STANDARD FINANCIAL ASSETS AND FINANCIAL LIABILITIES I. GENERAL PROVISIONS APPROVED by Resolution No. 11 of 27 October 2004 of the Standards Board of the Public Establishment the Institute of Accounting of the Republic of Lithuania 18 BUSINESS ACCOUNTING STANDARD FINANCIAL ASSETS

More information

United States Tax Issues Affecting Cross Border Collateral and Guarantees

United States Tax Issues Affecting Cross Border Collateral and Guarantees Dedicated To Partnering With Our Clients November 2001 Volume 2 OUR COMMITMENT TO OUR CLIENTS Partnering We are an essential part of our clients success, working every day to enhance our clients business

More information

ADVISORSHARES TRUST. AdvisorShares Pacific Asset Enhanced Floating Rate ETF NYSE Arca Ticker: FLRT

ADVISORSHARES TRUST. AdvisorShares Pacific Asset Enhanced Floating Rate ETF NYSE Arca Ticker: FLRT ADVISORSHARES TRUST AdvisorShares Pacific Asset Enhanced Floating Rate ETF NYSE Arca Ticker: FLRT Supplement dated February 26, 2016 to the Summary Prospectus, Prospectus, and Statement of Additional Information

More information

Mezzanine Finance: Overview Arthur D. Robinson, Igor Fert and Mark A. Brod, Simpson Thacher & Bartlett LLP

Mezzanine Finance: Overview Arthur D. Robinson, Igor Fert and Mark A. Brod, Simpson Thacher & Bartlett LLP Mezzanine Finance: Overview Arthur D. Robinson, Igor Fert and Mark A. Brod, Simpson Thacher & Bartlett LLP This Practice Note is published by Practical Law Company on its PLC Finance web services at http://us.practicallaw.com/2-502-3062.

More information

Daily Income Fund Retail Class Shares ( Retail Shares )

Daily Income Fund Retail Class Shares ( Retail Shares ) Daily Income Fund Retail Class Shares ( Retail Shares ) Money Market Portfolio Ticker Symbol: DRTXX U.S. Treasury Portfolio No Ticker Symbol U.S. Government Portfolio Ticker Symbol: DREXX Municipal Portfolio

More information

FUNDAMENTALS OF UCC FORECLOSURES Bankruptcy Section Meeting October 25, 2011. Presented by Dennis G. Fenerty GROH EGGERS, LLC. fenertyd@groheggers.

FUNDAMENTALS OF UCC FORECLOSURES Bankruptcy Section Meeting October 25, 2011. Presented by Dennis G. Fenerty GROH EGGERS, LLC. fenertyd@groheggers. FUNDAMENTALS OF UCC FORECLOSURES Bankruptcy Section Meeting October 25, 2011 Presented by Dennis G. Fenerty fenertyd@groheggers.com This outline describes the process required under Alaska s Uniform Commercial

More information

MORTGAGE BROKER AGREEMENT

MORTGAGE BROKER AGREEMENT MORTGAGE BROKER AGREEMENT This Mortgage Broker Agreement (the "Agreement") is entered into by and between: ST. CLOUD MORTGAGE, a California Corporation (the "Lender"), and (the "Mortgage Broker") as of

More information

SEC Grants No-Action Relief Permitting Five Business Day Debt Tender Offers

SEC Grants No-Action Relief Permitting Five Business Day Debt Tender Offers January 24, 2015 SEC Grants No-Action Relief Permitting Five Business Day Debt Tender Offers On January 23, 2015, the Staff of the Division of Corporation Finance (the Staff ) of the U.S. Securities and

More information

(Date) Maritime Administrator U.S. Dept. of Transportation 1200 New Jersey Avenue, SE Washington, D.C., Dear Sir:

(Date) Maritime Administrator U.S. Dept. of Transportation 1200 New Jersey Avenue, SE Washington, D.C., Dear Sir: (Date) Maritime Administrator U.S. Dept. of Transportation 1200 New Jersey Avenue, SE Washington, D.C., 20590 Dear Sir: We have acted as special counsel to, a (the "Shipowner"), in connection with the

More information

Ceratiidae II AB (publ) relating to the listing of. SEK 350,000,000 Senior Secured Floating Rate Bonds due 2019

Ceratiidae II AB (publ) relating to the listing of. SEK 350,000,000 Senior Secured Floating Rate Bonds due 2019 Ceratiidae II AB (publ) relating to the listing of SEK 350,000,000 Senior Secured Floating Rate Bonds due 2019 Issuing Agent and Sole Bookrunner Prospectus dated 17 June 2015 IMPORTANT NOTICE: This prospectus

More information

A voluntary bankruptcy under the BIA commences when a debtor files an assignment in bankruptcy with the Office of the Superintendent of Bankruptcy.

A voluntary bankruptcy under the BIA commences when a debtor files an assignment in bankruptcy with the Office of the Superintendent of Bankruptcy. Bankruptcy and Restructuring 121 BANKRUPTCY AND RESTRUCTURING Under Canadian constitutional law, the federal government has exclusive legislative control over bankruptcy and insolvency matters. Insolvency

More information

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549. Amendment No. 3 to FORM S-3 VNR FINANCE CORP. 7700 San Felipe, Suite 485

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549. Amendment No. 3 to FORM S-3 VNR FINANCE CORP. 7700 San Felipe, Suite 485 As filed with the Securities and Exchange Commission on Registration No. 333-159911 Registration No. 333-159911-01 Registration No. 333-159911-02 Registration No. 333-159911-03 Registration No. 333-159911-04

More information

LENDER THE SECURED. by Gary Samson

LENDER THE SECURED. by Gary Samson THE SECURED LENDER Magazine of the Asset-Based Financial Services by Gary Samson t is common in commercial lending transactions for the lender to require the borrower to make various representations and

More information

NONBANKRUPTCY ALTERNATIVES. ASSIGNMENTS FOR BENEFIT OF CREDITORS; UCC SALES, AND VOLUNTARY LIQUIDATIONS, by Caroline C. Fuller

NONBANKRUPTCY ALTERNATIVES. ASSIGNMENTS FOR BENEFIT OF CREDITORS; UCC SALES, AND VOLUNTARY LIQUIDATIONS, by Caroline C. Fuller NONBANKRUPTCY ALTERNATIVES ASSIGNMENTS FOR BENEFIT OF CREDITORS; UCC SALES, AND VOLUNTARY LIQUIDATIONS, by Caroline C. Fuller I. Assignment for Benefit of Creditors Colorado and Utah statutes provide for

More information

THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR OTHER COUNSEL BEFORE SIGNING. SHORT SALE ADDENDUM

THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR OTHER COUNSEL BEFORE SIGNING. SHORT SALE ADDENDUM 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 The printed portions of this form, except differentiated additions,

More information

STATE OF THE NETHERLANDS EXPORT CREDIT GUARANTEE REFINANCING

STATE OF THE NETHERLANDS EXPORT CREDIT GUARANTEE REFINANCING STATE OF THE NETHERLANDS EXPORT CREDIT GUARANTEE REFINANCING From: THE STATE OF THE NETHERLANDS, REPRESENTED BY ATRADIUS DUTCH STATE BUSINESS N.V. (the Guarantor). To: Date: [NAME OF INITIAL BENEFICIARY]

More information

Puerto Rico AAA Portfolio Bond Fund, Inc.

Puerto Rico AAA Portfolio Bond Fund, Inc. Prospectus Supplement to Prospectus dated January 30, 2003 45,650,000 Shares Puerto Rico AAA Portfolio Bond Fund, Inc. Common Stock This Prospectus Supplement relates to the issuance by Puerto Rico AAA

More information

Federal Tax ID # Employer ID# Credit Amount Requested: $ NOTE: Signed original application must be on file to activate your account.

Federal Tax ID # Employer ID# Credit Amount Requested: $ NOTE: Signed original application must be on file to activate your account. Application for Credit Unless the applicant is a public corporation, please attach the applicant s most recent financial statements to expedite credit approval. Please complete this form, read and initial

More information

Home Equity Conversion Mortgage (Reverse Mortgage) This Mortgage ("Security Instrument") is given on (date). The Mortgagor is (Name), of

Home Equity Conversion Mortgage (Reverse Mortgage) This Mortgage (Security Instrument) is given on (date). The Mortgagor is (Name), of Home Equity Conversion Mortgage (Reverse Mortgage) This Mortgage ("Security Instrument") is given on (date). The Mortgagor is (Name), of (street address, city, county, state, zip code), hereafter called

More information

NABORS INDUSTRIES LTD

NABORS INDUSTRIES LTD NABORS INDUSTRIES LTD FORM S-4 (Securities Registration: Business Combination) Filed 03/18/14 Telephone 2464219471 CIK 0001163739 Symbol NBR SIC Code 1381 - Drilling Oil and Gas Wells Industry Oil Well

More information

ASPE AT A GLANCE Section 3856 Financial Instruments

ASPE AT A GLANCE Section 3856 Financial Instruments ASPE AT A GLANCE Section 3856 Financial Instruments December 2014 Section 3856 Financial Instruments Effective Date Fiscal years beginning on or after January 1, 2011 1 SCOPE Applies to all financial instruments

More information

Deliverable Obligation Characteristics for North American Corporate Transaction Type

Deliverable Obligation Characteristics for North American Corporate Transaction Type ISDA International Swaps and Derivatives Association, Inc. 360 Madison Avenue, 16th Floor New York, NY 10017 United States of America Telephone: 1 (212) 901-6000 Facsimile: 1 (212) 901-6001 email: isda@isda.org

More information

Pitfalls In Transacting Business With Financially Distressed Parties

Pitfalls In Transacting Business With Financially Distressed Parties Pitfalls In Transacting Business With Financially Distressed Parties Patrick Costello May 2012 Note: This version presents the transaction scenarios and the general nature of the bankruptcy risk: my full

More information

the outstanding Principal Amount plus any accrued and unpaid interest under this

the outstanding Principal Amount plus any accrued and unpaid interest under this NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW, AND NO INTEREST HEREIN OR

More information

G5INTERNATIONAL STANDARD ON AUDITING 570 GOING CONCERN CONTENTS

G5INTERNATIONAL STANDARD ON AUDITING 570 GOING CONCERN CONTENTS G5INTERNATIONAL STANDARD ON 570 GOING CONCERN (Effective for audits of financial statements for periods beginning on or after December 15, 2009) CONTENTS Paragraph Introduction Scope of this ISA... 1 Going

More information

Administrative Notice No. 2a Subordinated Loan Capital. Date of Paper : 1 July 1994 Version Number : V1.00

Administrative Notice No. 2a Subordinated Loan Capital. Date of Paper : 1 July 1994 Version Number : V1.00 No. 2a Subordinated Loan Capital Date of Paper : 1 July 1994 Version Number : V1.00 File Location : document4 Table of Contents Notice To Institutions Licensed Under The Banking Ordinance 1992... 3 General

More information

Minority Business Loan Mobilization Program Lender Participation Agreement

Minority Business Loan Mobilization Program Lender Participation Agreement Minority Business Loan Mobilization Program Lender Participation Agreement Section 1 INCLUDED LOANS: Pursuant to authority granted under Act 1428 15-4-306, the Minority Business Division of the Arkansas

More information

HTC Corporation Operational Procedures for Lending Funds to Others

HTC Corporation Operational Procedures for Lending Funds to Others Approved by the Ordinary Shareholders Meeting 18 June 2010 HTC Corporation Operational Procedures for Lending Funds to Others Article 1 Purpose and basis These Operational Procedures are adopted pursuant

More information

FINAL TERM SHEET. Scatec Solar ASA Senior Unsecured Bond Issue 2015/2018 (the Bonds or the Bond Issue )

FINAL TERM SHEET. Scatec Solar ASA Senior Unsecured Bond Issue 2015/2018 (the Bonds or the Bond Issue ) 11 November 2015 FINAL TERM SHEET Scatec Solar ASA Senior Unsecured Bond Issue 2015/2018 (the Bonds or the Bond Issue ) ISIN: NO001 075229.8 Issuer: Group: Currency: Borrowing Amount: Coupon Rate: Scatec

More information

Act on Mortgage Credit Banks 23.12.1999/1240. Chapter 1 General provisions. Section 1 Definition of a mortgage credit bank

Act on Mortgage Credit Banks 23.12.1999/1240. Chapter 1 General provisions. Section 1 Definition of a mortgage credit bank (Unofficial translation, amendments up to 645/2006 included) Act on Mortgage Credit Banks 23.12.1999/1240 Chapter 1 General provisions Section 1 Definition of a mortgage credit bank A mortgage credit bank

More information

Sydney Wyde Mortgage Fund ARSN 108 342 123

Sydney Wyde Mortgage Fund ARSN 108 342 123 Sydney Wyde Mortgage Fund ARSN 108 342 123 Benchmarks and Disclosure Principles Report for ASIC Regulatory Guide 45 as at 30 June 2015 The following report describes each of the benchmarks and disclosure

More information

CORPORATE FINANCE FINANCIAL INSTITUTIONS ENERGY AND INFRASTRUCTURE. Undertakings. Norton Rose LLP June 2012. PAR-#4041659-v1 1

CORPORATE FINANCE FINANCIAL INSTITUTIONS ENERGY AND INFRASTRUCTURE. Undertakings. Norton Rose LLP June 2012. PAR-#4041659-v1 1 CORPORATE FINANCE FINANCIAL INSTITUTIONS ENERGY AND INFRASTRUCTURE Undertakings Norton Rose LLP June 2012 1 UNDERTAKINGS What is an undertaking? 1 In general terms, an undertaking is simply an enforceable

More information

CAPITAL ONE MASTER TRUST

CAPITAL ONE MASTER TRUST EXECUTION COPY CAPITAL ONE MASTER TRUST RECEIVABLES PURCHASE AGREEMENT between CAPITAL ONE BANK and CAPITAL ONE FUNDING, LLC Dated as of August 1, 2002 DOCSDC1:131369.8 RECEIVABLES PURCHASE AGREEMENT,

More information

Daily Income Fund Retail Class Shares ( Retail Shares )

Daily Income Fund Retail Class Shares ( Retail Shares ) Daily Income Fund Retail Class Shares ( Retail Shares ) Money Market Portfolio Ticker Symbol: DRTXX U.S. Treasury Portfolio No Ticker Symbol U.S. Government Portfolio Ticker Symbol: DREXX Municipal Portfolio

More information

INDEX. Page. Directory 3. Important Notice 4. Background 6. The Waratah Structure 8. Summary of Terms 8. The Issuer 9. Commercial Paper Notes 9

INDEX. Page. Directory 3. Important Notice 4. Background 6. The Waratah Structure 8. Summary of Terms 8. The Issuer 9. Commercial Paper Notes 9 A$5,000,000,000 Asset Backed Commercial Paper Programme Servicing Agent & Sponsor Dealers Commonwealth Bank of Australia Macquarie Bank Limited Westpac Banking Corporation August 2009 INDEX Page Directory

More information

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 You may not send a completed printout of this form to the SEC to satisfy a filing obligation. You can only satisfy an SEC filing obligation by submitting the information required by this form to the SEC

More information

BA-CA Finance (Cayman) Limited UNAUDITED. Financial Statements for the six month period January 1 June 30, 2014

BA-CA Finance (Cayman) Limited UNAUDITED. Financial Statements for the six month period January 1 June 30, 2014 UNAUDITED Financial Statements for the six month period January 1 DIRECTORS REPORT The Directors submit herewith the 2014 semi-annual financial statements for BA-CA Finance (Cayman) Limited (the Company

More information

1. Terms and Conditions

1. Terms and Conditions TRADING AGREEMENT The Trading Agreement (hereinafter referred to as the Agreement ) is made and entered into by and between Simple Trading Corporation Limited (hereinafter referred to as Simple Trade )

More information

Mezzanine Finance: Overview

Mezzanine Finance: Overview Mezzanine Finance: Overview This is just one example of the many online resources Practical Law Company offers. Arthur D. Robinson, Igor Fert and Daniel N. Webb, Simpson Thacher & Bartlett LLP This Practice

More information

Diversify Your Portfolio with Senior Loans

Diversify Your Portfolio with Senior Loans January 2013 Diversify Your Portfolio with Senior Loans White Paper INVESTMENT MANAGEMENT For financial professional or qualified institutional investor use only. Not for inspection by, distribution or

More information

The 2003 ISDA Credit Derivatives Definitions

The 2003 ISDA Credit Derivatives Definitions The 2003 ISDA Credit Derivatives Definitions Edmund Parker, Mayer Brown www.practicallaw.com/0-380-8160 This note provides an overview of the 2003 ISDA Credit Derivatives Definitions (the 2003 Definitions).

More information

-Are there shareholder agreements? If yes, attach a copy(ies), and if none, so state.

-Are there shareholder agreements? If yes, attach a copy(ies), and if none, so state. Question 1: INSTRUCTIONS FOR COMPLETION OF THE CERTIFICATE PERTAINING TO FOREIGN INTERESTS a. Do any foreign person(s), directly or indirectly, own or have beneficial ownership of 5% or more of the outstanding

More information

Purchase and Sale of Distressed Real Estate-Secured Loans

Purchase and Sale of Distressed Real Estate-Secured Loans Purchase and Sale of Distressed Real Estate-Secured Loans By Doug Van Gessel and Katharine Allen As the credit crisis continues and financial institutions seek to rid themselves of "toxic" real estate

More information

AMENDED AND RESTATED BOND AGREEMENT. between. PA Resources AB (Issuer) and. Norsk Tillitsmann ASA (Bond Trustee) on behalf of.

AMENDED AND RESTATED BOND AGREEMENT. between. PA Resources AB (Issuer) and. Norsk Tillitsmann ASA (Bond Trustee) on behalf of. ISIN NO 001 060572.8 AMENDED AND RESTATED BOND AGREEMENT between PA Resources AB (Issuer) and Norsk Tillitsmann ASA (Bond Trustee) on behalf of the Bondholders in the bond issue 12.25 % PA Resources AB

More information

APPLICATION FOR OPEN ACCOUNT CREDIT AGREEMENT AND SECURITY AGREEMENT (Please type or print in ink)

APPLICATION FOR OPEN ACCOUNT CREDIT AGREEMENT AND SECURITY AGREEMENT (Please type or print in ink) APPLICATION FOR OPEN ACCOUNT CREDIT AGREEMENT AND SECURITY AGREEMENT (Please type or print in ink) Date: Exact Full Legal Name of Firm (no trade names) Billing : ( Applicant ) Business Phone: ( ) Fax Number:

More information

BA-CA Finance (Cayman) Limited Financial Statements

BA-CA Finance (Cayman) Limited Financial Statements Financial Statements and Independent Auditors Report Deloitte & Touche One Capital Place P.O. Box 1787 Grand Cayman KY1-1109 CAYMAN ISLANDS INDEPENDENT AUDITORS REPORT Tel: +1 345 949 7500 Fax:+1 345 949

More information

PROPOSED AMENDMENTS TO CONDITION 7.4 (REDEMPTION AT THE OPTION OF THE HOLDERS) AND CONDITION 10.1 (EVENTS OF DEFAULT) relating to the

PROPOSED AMENDMENTS TO CONDITION 7.4 (REDEMPTION AT THE OPTION OF THE HOLDERS) AND CONDITION 10.1 (EVENTS OF DEFAULT) relating to the PROPOSED AMENDMENTS TO CONDITION 7.4 (REDEMPTION AT THE OPTION OF THE HOLDERS) AND CONDITION 10.1 (EVENTS OF DEFAULT) relating to the Pirelli & C. S.p.A. 500,000,000 5.125 per cent. Guaranteed Notes due

More information

CHICAGO/#891704.5 DEBTOR IN POSSESSION FINANCING

CHICAGO/#891704.5 DEBTOR IN POSSESSION FINANCING DEBTOR IN POSSESSION FINANCING I. PREAMBLE Every industry has its slogans; debtor in possession financing (commonly referred to as DIP Financing) is no different. The First Lesson, Your first loss is your

More information

Personal Loan Contract

Personal Loan Contract GE Money Personal Loan Contract Terms & Conditions GE imagination at work Contents What we lend and when 1 The annual interest rate 2 Interest charges 2 Repayments 3 Early repayment 3 Fees and charges

More information

Sacramento Natural Foods Cooperative SERIES B, C & D PREFERRED STOCK PURCHASE AGREEMENT

Sacramento Natural Foods Cooperative SERIES B, C & D PREFERRED STOCK PURCHASE AGREEMENT Sacramento Natural Foods Cooperative SERIES B, C & D PREFERRED STOCK PURCHASE AGREEMENT THIS Series B, C and D PREFERRED STOCK PURCHASE AGREEMENT (this Agreement ) is made as of, by and between Sacramento

More information

http://www.realdealdocs.com/printdocument.aspx?documentid=1645959

http://www.realdealdocs.com/printdocument.aspx?documentid=1645959 Page 1 of 29 Exhibit 10.4 EXECUTION COPY RECEIVABLES PURCHASE AGREEMENT Dated as of April 4, 2007 between COMPUCREDIT INTERNATIONAL ACQUISITION CORPORATION and PARTRIDGE FUNDING CORPORATION Page 2 of 29

More information

ARCH CAPITAL ADVISORS

ARCH CAPITAL ADVISORS ARCH CAPITAL ADVISORS TERM SHEET Bridge Loan for PIPE This term sheet is among XYZ, Inc. ( Company ) and ABC Investments ( ABC ). Loan: Option: Bridge loan to the Company from ABC in the amount of $ (the

More information

Structuring Covenants in Leveraged Loans and High Yield Bonds for Borrowers and Lenders

Structuring Covenants in Leveraged Loans and High Yield Bonds for Borrowers and Lenders Presenting a live 90-minute webinar with interactive Q&A Structuring Covenants in Leveraged Loans and High Yield Bonds for Borrowers and Lenders Analyzing Financial and Performance Covenants, Equity Cures,

More information