Denomination and Registration. The Notes are fully registered, without coupons, in authorized denominations of U.S.$1,000 and any integral multiple of U.S.$1,000 in excess thereof. The Fiscal Agent has been appointed registrar for the Notes, and Financement-Québec will cause the Fiscal Agent to maintain at its corporate trust office in The City of New York a Note Register for the registration and transfer of Notes. This Note is a Global Note registered in the name of a nominee of the Depositary. This Global Note is exchangeable for certificated Notes in definitive form ("Certificated Notes") registered in the name of a person other than the Depositary or its nominee only in the limited circumstances hereinafter described. Unless and until it is exchanged in whole or in part for Certificated Notes, this Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or another nominee of the Depositary, or by the Depositary or the nominee of the Depositary to a successor of the Depositary or a nominee of such successor. The Notes represented by this Global Note are exchangeable for Certificated Notes of like tenor as such Notes in denominations of U.S.$1,000 and integral multiples thereof only (i) if the Depositary notifies Financement-Québec that it is unwilling or unable to continue as Depositary for this Global Note or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and a successor Depositary is not appointed by Financement-Québec within 90 days after receiving the notice or becoming aware that the Depositary is no longer registered as the Depositary, or (ii) if Financement-Québec executes and delivers to the Fiscal Agent a written notice that all Global Notes representing Notes shall be exchangeable, or (iii) upon request to the Fiscal Agent by the Depositary, acting on direct or indirect instructions of a Holder or any beneficial owner of an interest in this Global Note, after an event of default entitling the Holders to accelerate the Stated Maturity of the Notes represented by this Global Note has occurred and is continuing, provided that if the Depositary is unwilling or does not promptly make such request to the Fiscal Agent, then any beneficial owner of an interest in this Global Note shall be entitled to make such request with respect to such interest. If the exchange is made pursuant to clause (iii), then the Notes represented by this Global Note may be exchangeable for Certificated Notes in whole or in part. If the Notes represented by this Global Note become exchangeable as provided above, Financement-Québec shall issue or cause to be issued Certificated Notes, with the guarantee of the Guarantor endorsed thereon, upon registration of transfer of, or in exchange for, Notes represented by this Global Note. All such exchanges will be free of charge, but Financement-Québec may require payment of a sum sufficient to cover any tax or other governmental charge in connection therewith. The date of registration of any Certificated Note delivered upon any exchange or transfer of a Global Note shall be such that no gain or loss of interest results from such exchange or transfer. The Fiscal Agent shall not be required to make any transfers, registrations or exchanges of Global Notes for a period of fifteen days preceding any Interest Payment Date. In respect of any such issuance of Certificated Notes, (i) Financement-Québec shall promptly provide the Fiscal Agent with a sufficient number of Certificated Notes in blank form to proceed with such issuance, (ii) the Depositary shall cause this Global Note to be delivered to the Fiscal Agent and provide the Fiscal Agent with the necessary registration information for such Certificated Notes, (iii) the Fiscal Agent shall authenticate and deliver such Certificated Notes in an aggregate principal amount equal to the principal amount of this Global Note to be exchanged for such Certificated Notes, (iv) the Fiscal Agent shall cancel this Global Note and, in the case of a partial exchange, issue and deliver to or to the order of the Depositary a new Global Note in an aggregate principal amount equal to the unexchanged portion of this Global Note and (v) the Fiscal Agent shall reduce accordingly the holdings of the Holder on the Register. The Fiscal Agent shall have at least 30 days from the date of its receipt of Certificated Notes and registration information to authenticate and deliver such Certificated Notes. Such Certificated Notes shall be registered in such names and in such denominations as DTC, pursuant to instructions from its direct or indirect participants, shall direct and shall be delivered as directed by the persons in whose names such Certificated Notes are to be registered. All Notes represented by Certificated Notes issued upon any such issuance in exchange for the Notes represented by this Global Note shall be valid obligations of Financement-Québec and shall be entitled to the same benefits under the Fiscal Agency Agreement and the guarantee of the Guarantor as the Global Notes. Financement-Québec expressly acknowledges that if Certificated Notes are not promptly issued to a beneficial owner of an interest in a Global Note as contemplated herein, then such beneficial owner shall be entitled to pursue any remedy under the Fiscal Agency Agreement, the Note or applicable law with respect to the portion of this Global Note that represents such beneficial owner's interest as if such Certificated Notes had been issued. In the event of any redemption of Notes represented by this Global Note at the election of Financement-Québec, the Fiscal Agent shall not be required to (i) issue, register the transfer of or exchange Global Notes of like tenor during a period beginning at the opening of business fifteen days before any selection of such Notes to be redeemed and ending at the close of business on the day of mailing of the relevant notice of redemption, or (ii) register the transfer of or exchange this Global Note, or, except in the case of a partial redemption, the unredeemed portion of this Global Note. Following the exercise of any repayment option by the Holder hereof, the Fiscal Agent shall not be required to issue, register the transfer of or exchange that portion of this Global Note with respect to which such option has been exercised. Subject to the foregoing, this Global Note is not exchangeable, except for a Global Note or Global Notes in an equal aggregate Principal Amount to be registered in the name of the Depositary or its nominee.
Appears in 1 contract
Denomination and Registration. The Notes are fully registered, without coupons, in authorized denominations of U.S.$1,000 and any integral multiple of U.S.$1,000 in excess thereof. The Fiscal Agent has been appointed registrar for the Notes, and Financement-Québec will cause the Fiscal Agent to maintain at its corporate trust office in The City of New York a Note Register for the registration and transfer of Notes. This Note Global Security is a Global Note registered in the name of of Cede & Co., as a nominee of the DepositaryDTC. This Global Note Security is exchangeable for certificated Notes in definitive form ("Certificated Notes") Securities registered in the name of a person other than the Depositary DTC or its nominee only in the limited circumstances hereinafter describeddescribed under "Certificated Securities". Unless and until it is exchanged in whole or in part for Certificated NotesSecurities, this Global Note Security may not be transferred transferred, except as a whole whole, by the Depositary DTC to a nominee of the Depositary, DTC or by a nominee of the Depositary DTC to the Depositary DTC or another nominee of the Depositary, DTC or by the Depositary DTC or the any such nominee of the Depositary to a successor of the Depositary DTC or a nominee of such successor. The Notes represented by this Global Note are exchangeable for Certificated Notes of like tenor as such Notes Securities will only be sold in denominations of U.S.$1,000 and or integral multiples thereof only thereof. The Fiscal Agent will be responsible for (i) if maintaining a record of the Depositary aggregate holdings of Securities; (ii) ensuring that payments of principal [, premium] and interest in respect of the Securities received by the Fiscal Agent from Financement-Québec are duly credited to DTC; and (iii) transmitting to Financement-Québec any notices from registered holders of Securities. The Fiscal Agent will not impose any fees in respect of the Securities, other than reasonable fees for the replacement of lost, stolen, mutilated or destroyed Securities. However, owners of beneficial interests in Securities may incur fees payable in respect of the maintenance and operation of the book-entry accounts in which such Securities are held with DTC. Certificated Securities If DTC (i) notifies Financement-Québec that it is unwilling or unable to continue as Depositary for this depositary in connection with the Global Note Securities or if at any time the Depositary (ii) ceases to be a clearing agency registered under the United States Securities Exchange Act of 1934, as amended, 1934 at a time when it is required to be and a successor Depositary depositary is not appointed by Financement-Québec within 90 days after receiving the such notice or becoming aware that the Depositary DTC is no longer registered as the Depositaryso registered, or (ii) if then Financement-Québec executes will issue or cause to be issued Securities represented by fully registered individual certificates (the "Certificated Securities"), with the Guarantee endorsed thereon, upon registration of, transfer of or exchange for the Global Securities. Financement-Québec may also at any time and delivers to in its sole discretion notify the Fiscal Agent a written notice that all of the Securities represented by a Global Notes representing Notes shall Security will be exchangeableexchanged for Certificated Securities, with the Guarantee endorsed thereon, upon registration of, transfer of or (iii) exchange for the Global Securities, and, in such event, will issue or cause to be issued Certificated Securities upon registration of, transfer of or exchange for the Global Securities. Upon request to by one or more owners of beneficial interests in the Fiscal Agent by the Depositary, acting on direct or indirect instructions of a Holder or any beneficial owner of an interest in this Global NoteSecurity, after an event of default entitling the Holders holders to accelerate the Stated Maturity maturity of the Notes Securities represented by this such Global Note Security has occurred and is continuing, provided that if the Depositary is unwilling or does not promptly make such request to the Fiscal Agent, then any beneficial owner of an interest in this Global Note shall be entitled to make such request with respect to such interest. If continuing for the exchange is made pursuant to clause (iii), then of the Notes represented by this Global Note may be exchangeable Securities for Certificated Notes in whole or in part. If the Notes represented by this Global Note become exchangeable as provided aboveSecurities, Financement-Québec shall issue or cause to be issued the Certificated NotesSecurities, with the guarantee of the Guarantor Guarantee endorsed thereon, upon registration of transfer of, or in exchange for, Notes represented by this Global Note. All such exchanges will be free of charge, but Financement-Québec may require payment of a sum sufficient to cover any tax or other governmental charge in connection therewith. The date of registration of any Certificated Note delivered upon any exchange or transfer of a Global Note shall be such that no gain or loss of interest results from such exchange or transfer. The Fiscal Agent shall not be required to make any transfers, registrations or exchanges of Global Notes for a period of fifteen days preceding any Interest Payment Date. In respect of any such issuance of Certificated Notes, (i) Financement-Québec shall promptly provide the Fiscal Agent with a sufficient number of Certificated Notes in blank form to proceed with such issuance, (ii) the Depositary shall cause this Global Note to be delivered to the Fiscal Agent and provide the Fiscal Agent with the necessary registration information for such Certificated Notes, (iii) the Fiscal Agent shall authenticate and deliver such Certificated Notes in an aggregate principal amount equal to the principal amount of this Global Note to be exchanged for such Certificated Notes, (iv) the Fiscal Agent shall cancel this Global Note and, in the case of a partial exchange, issue and deliver to or to the order of the Depositary a new Global Note in an aggregate principal amount equal to the unexchanged portion of this Global Note and (v) the Fiscal Agent shall reduce accordingly the holdings of the Holder on the Register. The Fiscal Agent shall have at least 30 days from the date of its receipt of Certificated Notes and registration information to authenticate and deliver such Certificated Notes. Such Certificated Notes shall be registered in such names and in such denominations as DTC, pursuant to instructions from its direct or indirect participants, shall direct and shall be delivered as directed by the persons in whose names such Certificated Notes are to be registered. All Notes represented by Certificated Notes issued upon any such issuance in exchange for the Notes represented by this Global Note shall be valid obligations of Financement-Québec and shall be entitled to the same benefits under the Fiscal Agency Agreement and the guarantee of the Guarantor as the Global Notes. Financement-Québec expressly acknowledges that if Certificated Notes are not promptly issued to a beneficial owner of an interest in a Global Note as contemplated herein, then such beneficial owner shall be entitled to pursue any remedy under the Fiscal Agency Agreement, the Note or applicable law with respect to the portion of this Global Note that represents such beneficial owner's interest as if such Certificated Notes had been issued. In the event of any redemption of Notes represented by this Global Note at the election of Financement-Québec, the Fiscal Agent shall not be required to (i) issue, register the transfer of or exchange for Securities represented by the Global Notes of like tenor during a period beginning at Securities. [In the opening of business fifteen days before any selection of event Securities represented by such Notes to be redeemed Certificated Securities are issued and ending at for so long as the close of business Securities are listed on the day of mailing Luxembourg Stock Exchange, and the rules of the relevant notice Luxembourg Stock Exchange so require, Financement-Québec will appoint and maintain a transfer agent in Luxembourg. A publication will be made in accordance with "Notices" below describing how payments on such Certificated Securities will be made.] Interest The Securities will bear interest from [ ] at a rate of redemption[ ]% per annum, payable in two equal semi-annual installments, in arrears on [ ] and [ ]cfn>. Interest on the Securities will cease to accrue on the date fixed for redemption or (ii) register repayment unless, upon due presentation of the transfer Securities, payment of principal [or exchange this Global Notepremium, orif any,] is improperly withheld or refused. Whenever it is necessary to compute any amount of interest in respect of the Securities, except in the case of a partial redemption, the unredeemed portion of this Global Note. Following the exercise of any repayment option by the Holder hereof, the Fiscal Agent shall not be required to issue, register the transfer of or exchange that portion of this Global Note other than with respect to which regular semi-annual payments, such option has been exercisedinterest shall be calculated on the basis of a 360-day year of twelve 30-day months. Subject The rate of interest specified in the Securities is a nominal rate and all interest payments and computations are to be made without allowances or deductions for deemed reinvestment. For purposes of disclosure pursuant to the foregoingInterest Act (Canada), this Global Note the rate of interest payable on any basis other than a full calendar year may be determined by multiplying the applicable annual interest rate by a fraction the numerator of which is not exchangeable, except for a Global Note or Global Notes in an equal aggregate Principal Amount to be registered the actual number of days in the name period for which interest is payable and the denominator of which is 365 days or 366 days, as the Depositary or its nomineecase may be.
Appears in 1 contract
Denomination and Registration. The Notes are will be issued in the form of one or more fully registered, without coupons, registered global notes and all Notes will be recorded in authorized denominations of U.S.$1,000 and any integral multiple of U.S.$1,000 a register held by a Registrar all as more fully set forth in excess thereof. The Fiscal Agent has been appointed registrar for the Notes, and Financement-Québec will cause the Fiscal Agent to maintain at its corporate trust office in The City of New York a Note Register for the registration and transfer Agency Agreement which also contains detailed provisions concerning transfers of Notes. This Global Note is a Global Note registered in the name of a nominee of the DepositaryDTC. This Global Note is exchangeable for certificated Notes in definitive form ("Certificated Notes") registered in the name of a person other than the Depositary DTC or its nominee only in the limited circumstances hereinafter described. Unless and until it is exchanged in whole or in part for Certificated Notes, this Global Note may not be transferred except as a whole by the Depositary DTC to a nominee of the Depositary, DTC or by a nominee of the Depositary DTC to the Depositary DTC or another nominee of the Depositary, DTC or by the Depositary DTC or the any such nominee of the Depositary to a successor of the Depositary DTC or a nominee of such successor. The Québec will issue or cause to be issued Certificated Notes upon registration of transfer of, or in exchange for, Notes represented by this the Global Note are exchangeable for Certificated Notes of like tenor as such Notes in denominations of U.S.$1,000 and integral multiples thereof only (i) if the Depositary DTC notifies Financement-Québec that it is unwilling or unable to continue as Depositary for this depository in connection with the Global Note Notes or if at any time the Depositary ceases to be a clearing agency registered under the United States Securities Exchange Act of 1934, as amended, at a time when it is required to be so registered and a successor Depositary depository is not appointed by Financement-Québec within 90 days after receiving the such notice or becoming aware that the Depositary DTC is no longer registered as the Depositary, or so registered; (ii) if Financement-Québec executes and delivers Québec, in its sole discretion at any time, determines not to have any of the Fiscal Agent a written notice that all Notes represented by the Global Notes representing Notes shall be exchangeable, Notes; or (iii) upon request by DTC to the Fiscal Agent by the DepositaryRegistrar, acting on direct or indirect instructions of a Holder or any beneficial owner of an a beneficial interest in this a Global Note, after an event of default entitling the Holders holder to accelerate the Stated Maturity stated maturity of the Notes represented by this Global Note has occurred and is continuing, provided that or, if the Depositary is unwilling or DTC does not promptly make such request to the Fiscal Agentthat request, then any beneficial owner of an a beneficial interest in this such Global Note shall be entitled to make such request with respect to such interest. If the exchange is made pursuant to clause (iii), then the Notes represented by this Global Note may be exchangeable for Certificated Notes in whole or in part. If the Notes represented by this Global Note become exchangeable as provided above, Financement-Québec shall issue or cause to be issued Certificated Notes, with the guarantee of the Guarantor endorsed thereon, upon registration of transfer of, or in exchange for, Notes represented by this Global Note. All such exchanges will be free of charge, but Financement-Québec may require payment of a sum sufficient to cover any tax or other governmental charge in connection therewith. The date of registration of any Certificated Note delivered upon any exchange or transfer of a Global Note shall be such that no gain or loss of interest results from such exchange or transfer. The Fiscal Agent shall not be required to make any transfers, registrations or exchanges of Global Notes for a period of fifteen days preceding any Interest Payment Date. In respect of any such issuance of Certificated Notes, (i) Financement-Québec shall promptly provide the Fiscal Agent with a sufficient number of Certificated Notes in blank form to proceed with such issuance, (ii) the Depositary shall cause this Global Note to be delivered to the Fiscal Agent and provide the Fiscal Agent with the necessary registration information for such Certificated Notes, (iii) the Fiscal Agent shall authenticate and deliver such Certificated Notes in an aggregate principal amount equal to the principal amount of this Global Note to be exchanged for such Certificated Notes, (iv) the Fiscal Agent shall cancel this Global Note and, in the case of a partial exchange, issue and deliver to or to the order of the Depositary a new Global Note in an aggregate principal amount equal to the unexchanged portion of this Global Note and (v) the Fiscal Agent shall reduce accordingly the holdings of the Holder on the Register. The Fiscal Agent shall have at least 30 days from the date of its receipt of Certificated Notes and registration information to authenticate and deliver such Certificated Notes. Such Certificated Notes shall be registered in such names and in such denominations as DTC, pursuant to instructions from its direct or indirect participants, shall direct and shall be delivered as directed by the persons in whose names such Certificated Notes are to be registered. All Notes represented by Certificated Notes issued upon any such issuance in exchange for the Notes represented by this Global Note shall be valid obligations of Financement-Québec and shall be entitled to the same benefits under the Fiscal Agency Agreement and the guarantee of the Guarantor as the Global Notes. Financement-Québec expressly acknowledges that if Certificated Notes are not promptly issued to a the owners of beneficial owner of an interest interests in a Global Note as contemplated hereindescribed above, then such an owner of a beneficial owner shall interest will be entitled to pursue any remedy under the Fiscal Agency Agreement, the Global Note or applicable law with respect to the portion of this the Global Note representing that represents such beneficial owner's ’s interest in the Global Note as if such Certificated Notes had been issued. In the event Interest Whenever it is necessary to compute any amount of any redemption of Notes represented by this Global Note at the election of Financement-Québec, the Fiscal Agent shall not be required to (i) issue, register the transfer of or exchange Global Notes of like tenor during a period beginning at the opening of business fifteen days before any selection of such Notes to be redeemed and ending at the close of business on the day of mailing interest in respect of the relevant notice of redemptionNotes, or (ii) register the transfer of or exchange this Global Note, or, except in the case of a partial redemption, the unredeemed portion of this Global Note. Following the exercise of any repayment option by the Holder hereof, the Fiscal Agent shall not be required to issue, register the transfer of or exchange that portion of this Global Note other than with respect to which regular semi-annual payments, such option has been exercisedinterest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. Subject The rate of interest specified in the Notes is a nominal rate and all interest payments and computations are to be made without allowances or deductions for deemed reinvestment. For purposes of disclosure pursuant to the foregoingInterest Act (Canada), this Global Note the rate of interest payable on any basis other than a full calendar year may be determined by multiplying the applicable annual interest rate by a fraction the numerator of which is not exchangeable, except for a Global Note or Global Notes in an equal aggregate Principal Amount to be registered the actual number of days in the name period for which interest is payable and the denominator of which is 365 days or 366 days, as the Depositary or its nomineecase may be.
Appears in 1 contract
Samples: Fiscal Agency Agreement (Quebec)
Denomination and Registration. The Notes are will be issued in the form of one or more fully registered, without coupons, registered global notes and all Notes will be recorded in authorized denominations of U.S.$1,000 and any integral multiple of U.S.$1,000 a register held by a Registrar all as more fully set forth in excess thereof. The Fiscal Agent has been appointed registrar for the Notes, and Financement-Québec will cause the Fiscal Agent to maintain at its corporate trust office in The City of New York a Note Register for the registration and transfer Agency Agreement which also contains detailed provisions concerning transfers of Notes. This Global Note is a Global Note registered in the name of a nominee of the DepositaryDTC. This Global Note is exchangeable for certificated Notes in definitive form ("Certificated Notes") registered in the name of a person other than the Depositary DTC or its nominee only in the limited circumstances hereinafter described. Unless and until it is exchanged in whole or in part for Certificated Notes, this Global Note may not be transferred except as a whole by the Depositary DTC to a nominee of the Depositary, DTC or by a nominee of the Depositary DTC to the Depositary DTC or another nominee of the Depositary, DTC or by the Depositary DTC or the any such nominee of the Depositary to a successor of the Depositary DTC or a nominee of such successor. The Québec will issue or cause to be issued Certificated Notes upon registration of transfer of, or in exchange for, Notes represented by this the Global Note are exchangeable for Certificated Notes of like tenor as such Notes in denominations of U.S.$1,000 and integral multiples thereof only (i) if the Depositary DTC notifies Financement-Québec that it is unwilling or unable to continue as Depositary for this depository in connection with the Global Note Notes or if at any time the Depositary ceases to be a clearing agency registered under the United States Securities Exchange Act of 1934, as amended, at a time when it is required to be so registered and a successor Depositary depository is not appointed by Financement-Québec within 90 days after receiving the such notice or becoming aware that the Depositary DTC is no longer registered as the Depositary, or so registered; (ii) if Financement-Québec executes and delivers Québec, in its sole discretion at any time, determines not to have any of the Fiscal Agent a written notice that all Notes represented by the Global Notes representing Notes shall be exchangeable, Notes; or (iii) upon request by DTC to the Fiscal Agent by the DepositaryRegistrar, acting on direct or indirect instructions of a Holder holder or any beneficial owner of an interest in this a Global Note, after an event of default entitling the Holders holder to accelerate the Stated Maturity stated maturity of the Notes represented by this Global Note has occurred and is continuing, provided that or, if the Depositary is unwilling or DTC does not promptly make such request to the Fiscal Agentthat request, then any beneficial owner of an interest in this such Global Note shall be entitled to make such request with respect to such interest. If the exchange is made pursuant to clause (iii), then the Notes represented by this Global Note may be exchangeable for Certificated Notes in whole or in part. If the Notes represented by this Global Note become exchangeable as provided above, Financement-Québec shall issue or cause to be issued Certificated Notes, with the guarantee of the Guarantor endorsed thereon, upon registration of transfer of, or in exchange for, Notes represented by this Global Note. All such exchanges will be free of charge, but Financement-Québec may require payment of a sum sufficient to cover any tax or other governmental charge in connection therewith. The date of registration of any Certificated Note delivered upon any exchange or transfer of a Global Note shall be such that no gain or loss of interest results from such exchange or transfer. The Fiscal Agent shall not be required to make any transfers, registrations or exchanges of Global Notes for a period of fifteen days preceding any Interest Payment Date. In respect of any such issuance of Certificated Notes, (i) Financement-Québec shall promptly provide the Fiscal Agent with a sufficient number of Certificated Notes in blank form to proceed with such issuance, (ii) the Depositary shall cause this Global Note to be delivered to the Fiscal Agent and provide the Fiscal Agent with the necessary registration information for such Certificated Notes, (iii) the Fiscal Agent shall authenticate and deliver such Certificated Notes in an aggregate principal amount equal to the principal amount of this Global Note to be exchanged for such Certificated Notes, (iv) the Fiscal Agent shall cancel this Global Note and, in the case of a partial exchange, issue and deliver to or to the order of the Depositary a new Global Note in an aggregate principal amount equal to the unexchanged portion of this Global Note and (v) the Fiscal Agent shall reduce accordingly the holdings of the Holder on the Register. The Fiscal Agent shall have at least 30 days from the date of its receipt of Certificated Notes and registration information to authenticate and deliver such Certificated Notes. Such Certificated Notes shall be registered in such names and in such denominations as DTC, pursuant to instructions from its direct or indirect participants, shall direct and shall be delivered as directed by the persons in whose names such Certificated Notes are to be registered. All Notes represented by Certificated Notes issued upon any such issuance in exchange for the Notes represented by this Global Note shall be valid obligations of Financement-Québec and shall be entitled to the same benefits under the Fiscal Agency Agreement and the guarantee of the Guarantor as the Global Notes. Financement-Québec expressly acknowledges that if Certificated Notes are not promptly issued to a the owners of beneficial owner of an interest interests in a Global Note as contemplated hereindescribed above, then such an owner of a beneficial owner shall interest will be entitled to pursue any remedy under the Fiscal Agency Agreement, the Global Note or applicable law with respect to the portion of this the Global Note representing that represents such beneficial owner's ’s interest in the Global Note as if such Certificated Notes had been issued. In the event Interest Whenever it is necessary to compute any amount of any redemption of Notes represented by this Global Note at the election of Financement-Québec, the Fiscal Agent shall not be required to (i) issue, register the transfer of or exchange Global Notes of like tenor during a period beginning at the opening of business fifteen days before any selection of such Notes to be redeemed and ending at the close of business on the day of mailing interest in respect of the relevant notice of redemptionNotes, or (ii) register the transfer of or exchange this Global Note, or, except in the case of a partial redemption, the unredeemed portion of this Global Note. Following the exercise of any repayment option by the Holder hereof, the Fiscal Agent shall not be required to issue, register the transfer of or exchange that portion of this Global Note other than with respect to which regular semi-annual payments, such option has been exercisedinterest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. Subject The rate of interest specified in the Notes is a nominal rate and all interest payments and computations are to be made without allowances or deductions for deemed reinvestment. For purposes of disclosure pursuant to the foregoingInterest Act (Canada), this Global Note the rate of interest payable on any basis other than a full calendar year may be determined by multiplying the applicable annual interest rate by a fraction the numerator of which is not exchangeable, except for a Global Note or Global Notes in an equal aggregate Principal Amount to be registered the actual number of days in the name period for which interest is payable and the denominator of which is 365 days or 366 days, as the Depositary or its nomineecase may be.
Appears in 1 contract
Samples: Fiscal Agency Agreement (Quebec)
Denomination and Registration. 24 [The Notes will 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 held by the Fiscal Agent as custodian for DTC (the "Custodian"). The Notes will only be sold] 25 [The Notes are fully registered, without coupons, ,] in authorized denominations of U.S.$1,000 US$1,000 and any integral multiple of U.S.$1,000 US$1,000 in excess thereof. The Fiscal Agent has been appointed registrar for the Notes, and FinancementHydro-Québec will cause the Fiscal Agent to maintain at its corporate trust office in The City of New York a Note Register for the registration and transfer of Notes. This 26 [Owners of beneficial interests in this Note is a Global Note registered will not, except in the name of a nominee of limited circumstances described herein, be entitled to receive certificates representing the Depositary. This Global Note is exchangeable for certificated Notes in definitive form ("Certificated Notes") or to have Notes registered in their names, and will not be considered holders thereof under the name of a person other than the Depositary or its nominee only in the limited circumstances hereinafter describedFiscal Agency Agreement. Unless and until it is exchanged in whole or in part for Certificated Notes, this Global Note may not be transferred except as a whole by the Depositary DTC to a nominee of the DepositaryDTC, by a nominee of the Depositary DTC to the Depositary DTC or another nominee of the DepositaryDTC, or by the Depositary DTC or the nominee of the Depositary DTC to a successor of the Depositary DTC or a nominee of such successor.] 27 [This Note may be transferred by surrendering this Note at the aforesaid corporate trust office of The Bank of New York for cancellation, accompanied by a written instrument of transfer in form approved by Hydro-Québec and duly executed by the Holder hereof in person or by the Holder's attorney duly authorized in writing, and thereupon the Fiscal Agent shall issue in the name of the transferee or transferees, in exchange herefor, a new Note or Notes in an equal aggregate Principal Amount and in authorized denominations, subject to the terms and conditions set forth herein. 24 Include for Global Notes. 25 Include for Certificated Notes. 26 Include for Global Notes. 27 Include for Certificated Notes. The Notes represented by this Global Note are exchangeable at said office for Certificated other Notes of like tenor as such Notes in other authorized denominations of U.S.$1,000 and integral multiples thereof only (i) if the Depositary notifies Financement-Québec that it is unwilling or unable to continue as Depositary for this Global Note or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and a successor Depositary is not appointed by Financement-Québec within 90 days after receiving the notice or becoming aware that the Depositary is no longer registered as the Depositary, or (ii) if Financement-Québec executes and delivers to the Fiscal Agent a written notice that all Global Notes representing Notes shall be exchangeable, or (iii) upon request to the Fiscal Agent by the Depositary, acting on direct or indirect instructions of a Holder or any beneficial owner of in an interest in this Global Note, after an event of default entitling the Holders to accelerate the Stated Maturity of the Notes represented by this Global Note has occurred and is continuing, provided that if the Depositary is unwilling or does not promptly make such request to the Fiscal Agent, then any beneficial owner of an interest in this Global Note shall be entitled to make such request with respect to such interest. If the exchange is made pursuant to clause (iii), then the Notes represented by this Global Note may be exchangeable for Certificated Notes in whole or in part. If the Notes represented by this Global Note become exchangeable as provided above, Financement-Québec shall issue or cause to be issued Certificated Notes, with the guarantee of the Guarantor endorsed thereon, upon registration of transfer of, or in exchange for, Notes represented by this Global Noteequal aggregate Principal Amount. All such exchanges of Notes will be free of charge, but FinancementHydro-Québec may require payment of a sum sufficient to cover any tax or other governmental charge in connection therewith. The date of registration of any Note delivered upon any exchange or transfer of Notes shall be such that no gain or loss of interest results from such exchange or transfer. The Fiscal Agent shall not be required to make any transfers, registrations or exchanges of Notes for a period of fifteen days preceding any Interest Payment Date.] In the event of any redemption of Notes at the election of Hydro-Québec, the Fiscal Agent shall not be required to (i) issue, register the transfer of or exchange Notes of like tenor during a period beginning at the opening of business fifteen days before any selection of such Notes to be redeemed and ending at the close of business on the day of mailing of the relevant notice of redemption, or (ii) register the transfer of or exchange this Note, or, except in the case of a partial redemption, the unredeemed portion of this Note. Following the exercise of any repayment option by the Holder hereof, the Fiscal Agent shall not be required to issue, register the transfer of or exchange that portion of this Note with respect to which such option has been exercised. 28 [Subject to the foregoing, this Note is not exchangeable, except for a Global Note or Global Notes in an equal aggregate Principal Amount to be registered in the name of DTC or its nominee. Certificated Notes No owner of a beneficial interest in this Note will be entitled to receive a Certificated Note in definitive form except in the limited circumstances described herein. The Notes represented by this Note are exchangeable for Certificated Notes of like tenor as such Notes in denominations of US$1,000 and integral multiples thereof only if DTC (i) notifies Hydro-Québec that it is unwilling or unable to continue as depositary in connection with the Global Notes; (ii) ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when it is required to be and a successor depositary is not appointed by Hydro-Québec within 90 days after receiving the notice or becoming aware that DTC is no longer so registered; or (iii) acting on direct or indirect instructions of one or more Holders or any beneficial owner of an interest in this Note, requests in writing from Hydro-Québec the exchange, in whole or in part, of this Note for Certificated Notes, but only after an event of default entitling the Holders to give Hydro-Québec written notice that such Holders elect to declare the Principal Amount of the Notes held by them and represented by this Note to be due and payable has occurred and is continuing; provided that if DTC is unwilling or does not promptly make such request to Hydro-Québec, then any beneficial owner of an interest in this Note shall be entitled to make such request with respect to such interest. Hydro-Québec may also at any time and in its sole discretion notify the Fiscal Agent that all the Notes held in the form of the Global Notes are to be exchanged for Certificated Notes and, in such event, Hydro-Québec shall issue or cause to be issued Certificated Notes upon registration of, transfer of, or in exchange for such Global Notes. The date of registration of any Certificated Note delivered upon any exchange or transfer of a Global Note shall be such that no gain or loss of interest results from such exchange or transfer. The Fiscal Agent shall not be required to make any transfers, registrations or exchanges of Global Notes for a period of fifteen days preceding any Interest Payment Date. 28 Include for Global Notes. In respect of any such issuance of Certificated Notes, (i) FinancementHydro-Québec shall promptly provide the Fiscal Agent with a sufficient number of Certificated Notes in blank form to proceed with such issuance, (ii) the Depositary DTC shall cause this Global Note to be delivered by the Custodian to the Fiscal Agent and provide the Fiscal Agent with the necessary registration information for such Certificated Notes, (iii) the Fiscal Agent shall authenticate and deliver such Certificated Notes in an aggregate principal amount equal to the principal amount of this Global Note to be exchanged for such Certificated Notes, (iv) the Fiscal Agent shall cancel this Global Note and, in the case of a partial exchange, issue and deliver to or to the order of the Depositary DTC a new Global Note in an aggregate principal amount equal to the unexchanged portion of this Global Note partially exchanged for Certificated Notes and (v) the Fiscal Agent shall reduce accordingly the holdings of the Holder on the Register. The Fiscal Agent shall have at least 30 days from the date of its receipt of Certificated Notes and registration information to authenticate and deliver such Certificated Notes. Such Certificated Notes shall be registered in such names and in such denominations as DTC, pursuant to instructions from its direct or indirect participants, shall direct and shall be delivered as directed by the persons in whose names such Certificated Notes are to be registered. All Notes represented by Certificated Notes issued upon any such issuance in exchange for the Notes represented by this Global Note shall have the Guarantee of the Guarantor endorsed thereon (which Guarantee shall be a valid obligations obligation of FinancementQuébec), shall be a valid obligation of Hydro-Québec and Québec, shall be entitled to the same benefits under the Fiscal Agency Agreement and the guarantee of the Guarantor as the Global Notes, and shall be so exchanged without charge to the Fiscal Agent, DTC or the transferee. FinancementOn or after any such exchange, the Fiscal Agent shall direct all payments in respect of such Certificated Notes to the registered holders thereof, including when such exchange occurred after the record date for any payment and prior to the date of such payment. Hydro-Québec expressly acknowledges that if a Certificated Notes are Note is not promptly issued to a beneficial owner of an interest in a Global this Note as contemplated herein, then such beneficial owner shall be entitled to pursue any remedy under the Fiscal Agency Agreement, the Note or applicable law with respect to the portion of this Global Note that represents such beneficial owner's interest as if such Certificated Notes Note had been issued. In the event of any redemption of Notes represented by this Global Note at the election of Financement-Québec, the Fiscal Agent shall not be required to (i) issue, register the transfer of or exchange Global Notes of like tenor during a period beginning at the opening of business fifteen days before any selection of such Notes to be redeemed and ending at the close of business on the day of mailing of the relevant notice of redemption, or (ii) register the transfer of or exchange this Global Note, or, except in the case of a partial redemption, the unredeemed portion of this Global Note. Following the exercise of any repayment option by the Holder hereof, the Fiscal Agent shall not be required to issue, register the transfer of or exchange that portion of this Global Note with respect to which such option has been exercised. Subject to the foregoing, this Global Note is not exchangeable, except for a Global Note or Global Notes in an equal aggregate Principal Amount to be registered in the name of the Depositary or its nominee.
Appears in 1 contract
Samples: Letter of Agreement (Hydro Quebec)
