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1. Parties: Identification of the Issuer, and if applicable, any guarantors
2. Background: Context of the bond issuance and purpose of the funding
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. The Bonds: Key characteristics, denomination, form, and title of the bonds
5. Status and Ranking: Status of the bonds and their ranking in terms of priority
6. Interest: Interest rate, calculation methods, and payment dates
7. Repayment and Redemption: Terms for repayment, early redemption options, and procedures
8. Payments: Payment mechanics, methods, and applicable business days
9. Taxation: Tax treatment, withholding obligations, and gross-up provisions
10. Events of Default: Circumstances constituting default and consequences
11. Covenants: Issuer's obligations and restrictions during the bond term
12. Meetings of Bondholders: Procedures for bondholder meetings and collective decisions
13. Notices: Methods and requirements for formal communications
14. Assignment and Transfer: Rules for transfer and assignment of bonds
15. Governing Law and Jurisdiction: Choice of Dutch law and jurisdiction provisions
1. Security: Required if the bonds are secured, detailing security package and enforcement
2. Conversion Rights: Include for convertible bonds, detailing conversion terms and procedures
3. Listing Provisions: Required if bonds will be listed, including ongoing obligations
4. Subscription and Settlement: Include for new issuances, detailing initial subscription process
5. Guarantees: Required if bonds are guaranteed, detailing guarantee terms
6. Register Provisions: Detailed if bonds are registered rather than bearer instruments
7. Agent Provisions: Required if paying agent or other agents are appointed
1. Form of Bond Certificate: Template for physical bond certificates if applicable
2. Interest Calculation Rules: Detailed rules and examples of interest calculations
3. Form of Transfer Certificate: Template for transferring bonds
4. Meeting Procedures: Detailed procedures for bondholder meetings
5. Payment Schedule: Schedule of interest and principal payment dates
6. Form of Compliance Certificate: Template for periodic compliance certifications
7. Technical Terms: Detailed technical specifications of the bonds
8. Security Documents: If secured, forms of security documents and procedures
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Investment Banking
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Chief Financial Officer
Treasury Manager
Finance Director
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