klar habe ich die 153 Seiten City of Kiev auf meiner Harddisk....

rolfjkoch@web.de






11. Meetings of Noteholders; Modification and Waiver; Substitution
(a) Meetings of Noteholders: The Trust Deed contains provisions for convening meetings of
Noteholders to consider matters relating to the Notes, including the modification of any provision
of the Loan Agreement or any provision of these Conditions or the Trust Deed. Such a meeting
may be convened on no less than 14 days’ notice by the Trustee or the Issuer or shall be convened
by the Trustee subject to its being indemnified and/or secured to its satisfaction upon the request
in writing of Noteholders holding not less than one-tenth of the aggregate principal amount of the
outstanding Notes. The quorum at any meeting convened to vote on an Extraordinary Resolution
will be one or more persons holding or representing more than half of the aggregate principal
amount of the outstanding Notes or, at any adjourned meeting, one or more persons holding or
representing whatever the principal amount of the outstanding Notes held or represented, unless
the business of such meeting includes consideration of proposals inter alia,(i) to change any date
fixed for payment of principal or interest in respect of the Notes, (ii) to reduce the amount of
principal or interest payable on any date in respect of the Notes, (iii) to alter the method of
calculating the amount of any payment in respect of the Notes or the date for any such payment,
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(iv) to change the currency of payments under the Notes, (v) to change the quorum requirements
relating to meetings or the majority required to pass an Extraordinary Resolution, (vi) to alter the
governing law of the Conditions, the Trust Deed or the Loan Agreement, (vii) to change any date
fixed for payment of principal or interest under the Loan Agreement, (viii) to alter the method of
calculating the amount of any payment under the Loan Agreement or (ix) to change the currency
of payment or, without prejudice to the rights under Condition 11(b) (Modification of Waiver)
below, change the definition of ‘‘Event of Default’’ under the Loan Agreement (each, a ‘‘Reserved
Matter’’), in which case the necessary quorum will be one or more persons holding or representing
not less than two-thirds, or at any adjourned meeting not less than one-third, in principal amount
of the Notes for the time being outstanding. Any Extraordinary Resolution duly passed at any such
meeting shall be binding on all the Noteholders, whether present or not.
In addition, a resolution in writing signed by or on behalf of all Noteholders of at least 90% in
principal amount of the Notes outstanding who for the time being are entitled to receive notice of
a meeting of Noteholders under the Trust Deed will take effect as if it were an Extraordinary
Resolution. Such a resolution in writing may be contained in one document or several documents
in the same form, each signed by or on behalf of one or more Noteholders.
(b) Modification and waiver: The Trustee may, without the consent of the Noteholders, agree to any
modification of these Conditions or the Trust Deed or, pursuant to the Transferred Rights, the
Loan Agreement (other than in respect of a Reserved Matter) which is, in the opinion of the
Trustee, proper to make if, in the opinion of the Trustee, such modification will not be materially
prejudicial to the interests of Noteholders and to any modification of the Notes or the Trust Deed
which is of a formal, minor or technical nature or is to correct a manifest error.
In addition, the Trustee may, without the consent of the Noteholders, authorise or waive any
proposed breach or breach of the Notes, these Conditions or the Trust Deed by the Issuer or,
pursuant to the Transferred Rights, the Loan Agreement by the Borrower, or determine that any
event which would or might otherwise give rise to a right of acceleration under the Loan
Agreement or constitute a Relevant Event (as defined in Condition 12 (Enforcement)) shall not be
treated as such (other than a proposed breach or breach relating to the subject of a Reserved
Matter) if, in the opinion of the Trustee, the interests of the Noteholders will not be materially
prejudiced thereby.
Unless the Trustee agrees otherwise, any such modification, authorisation or waiver shall be
notified to the Noteholders as soon as practicable thereafter and in accordance with Condition 14
(Notices).
(c) Substitution: The Trust Deed and the Loan Agreement contain provisions under which the Issuer
may, without the consent of the Noteholders, transfer the obligations of the Issuer as principal
debtor under the Trust Deed and the Notes and its rights as Lender under the Loan Agreement
to a third party provided that certain conditions specified in the Trust Deed are fulfilled. So long
as any of the Notes are listed on the main segment of the SWX Swiss Exchange, in the event of such
substitution, the SWX Swiss Exchange will be informed of such substitution, a supplemental
offering circular will be produced and will be made publicly available during normal office hours
at the Specified Offices of the Transfer Agent and the Paying Agent in Switzerland and such
substitution shall be notified to the Noteholders as soon as practicable thereafter and in accordance
with Condition 14 (Notices).