Llukas
Frangar non Flectar
dal prospetto 2017, 27, 37:
Events of Default
The following events are defined in the Indenture as “Events of Default”:
(1) the failure to pay the principal of, or premium, if any, on any Notes, when such principal becomes due
and payable, at maturity, upon redemption or otherwise;
(2) the failure to pay interest and Additional Amounts, if any, on any Notes when the same becomes due
and payable and the default continues for a period of 30 days;
(3) a default in the observance or performance of any other covenant or agreement contained in the
Indenture (other than the payment of the principal of, or premium, if any, or interest and Additional
Amounts, if any, on any Note) which default continues for a period of 60 days after the Issuer receives
written notice specifying the default (and demanding that such default be remedied) from Holders of at
least 25% of the Outstanding principal amount of the Notes;
(4) the failure to pay at final stated maturity (giving effect to any applicable grace periods and any
extensions thereof) the principal amount of any Indebtedness of the Issuer or any of its Significant
Subsidiaries, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is
not rescinded, annulled or otherwise cured within 30 days from the date of acceleration) if the aggregate
principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness
in default for failure to pay principal at final stated maturity or which has been accelerated (in each case
with respect to which the 30-day period described above has elapsed), aggregates US$100 million or more
at any time;
(5) one or more judgments in an aggregate amount in excess of US$100 million shall have been rendered
against the Issuer or any of its Significant Subsidiaries and such judgments remain undischarged, unpaid
or, unstayed, unbonded or not suspended by agreement for a period of 60 days after such judgment or
judgments become final and non-appealable;
(6) the Issuer or any Significant Subsidiary shall (a) apply for or consent to the appointment of a receiver,
conciliador, trustee, fiscal agent liquidator or similar official for all or any substantial part of the Property
of the Issuer or such Significant Subsidiary, (b) make a general assignment for the benefit of the creditors
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of the Issuer or such Significant Subsidiary, (c) be adjudicated bankrupt (declaración de quiebra), in
reorganization (concurso mercantil) or insolvent, or (d) file a voluntary petition in bankruptcy or a petition
or an answer seeking reorganization (concurso mercantil) or seeking to take advantage of any applicable
insolvency law;
(7) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of
the Issuer or any Significant Subsidiary, in an involuntary case or proceeding under any applicable
bankruptcy, insolvency, suspension of payments, concurso mercantil, quiebra, reorganization or other
similar law, or (B) a decree or order adjudging the Issuer or any Significant Subsidiary bankrupt or
insolvent, or suspending payments, or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Issuer or any Significant Subsidiary under
any applicable law, or appointing a custodian, receiver, liquidator, assignee, fiscal agent, trustee, síndico,
conciliador, sequestrator or other similar official of the Issuer or any Significant Subsidiary or of any
substantial part of the property of the Issuer or any Significant Subsidiary, or ordering the winding up or
liquidation of the affairs of the Issuer or any Significant Subsidiary, and the continuance of any such decree
or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive
days; and
(8) any of the Notes, the Indenture or any part thereof, shall cease to be in full force and effect (except as
contemplated by the terms thereof) or is declared to be null and void and unenforceable in a judicial
proceeding or inadmissible in evidence in the courts of Venezuela, or the Issuer shall contest the
enforceability of, deny or disaffirm its material obligations under the Notes.
If an Event of Default (other than an Event of Default specified in clauses (6) or (7) above) shall occur and
be continuing and has not been waived, Holders of at least 25% in principal amount of Outstanding Notes may
declare the principal of, and premium, if any, accrued interest and Additional Amounts, if any, on all the Notes to be
due and payable by notice in writing to the Issuer and the Trustee specifying the Event of Default and that it is a
“notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable.
If an Event of Default specified in clauses (6) or (7) above occurs and is continuing, then all unpaid
principal of, and premium, if any, and accrued and unpaid interest and Additional Amounts, if any, on all of the
Outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act
on the part of Trustee any Holder.
The Indenture will provide that, at any time after a declaration of acceleration with respect to the Notes as
described in the preceding paragraphs, the Holders of a majority in principal amount of the Notes may rescind and
cancel such declaration and its consequences:
(a) if the rescission would not conflict with any judgment or decree;
(b) if all existing Events of Default have been cured or waived except nonpayment of principal, premium, if
any, interest or Additional Amounts, if any, that has become due solely because of the acceleration;
(c) if the Issuer has paid or deposited with the Trustee (to the extent the payment of such interest is lawful)
interest on overdue installments of interest and overdue principal and premium, if any, and Additional
Amounts, if any, which has become due otherwise than by such declaration of acceleration; and
(d) if the Issuer has paid or deposited with the Trustee the reasonable compensation of the Trustee and
reimbursed the reasonable expenses, disbursements and advances of the Trustee, its agents, and counsel under
the Indenture.
No such rescission shall affect any subsequent Default or impair any right consequent thereto.
The Holders of a majority in principal amount of the Notes may waive any existing Default or Event of
Default under the Indenture, and its consequences, except a default in the payment of the principal of or premium, if
any, interest or Additional Amounts, if any, on any Notes.
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Subject to certain limitations, Holders of a majority in aggregate principal amount of the then Outstanding
Notes voting as a single class may direct the Trustee in its exercise of any trust or power. Subject to the provisions
of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the
Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or
direction of any Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to the
Trustee against any loss, liability or expense.
Except to enforce the right to receive payment of principal, premium, if any, or interest when due, no
Holder may pursue any remedy with respect to the Indenture or the Notes unless:
(1) such Holder has previously given the Trustee notice that an Event of Default is continuing;
(2) Holders of at least 25% in aggregate principal amount of the then Outstanding Notes voting as a single
class have requested the Trustee to pursue the remedy;
(3) such Holders have offered the Trustee security or indemnity satisfactory to the Trustee against any loss,
liability or expense;
(4) the Trustee has not complied with such request within 60 days after the receipt of the request and the
offer of security or indemnity; and
(5) Holders of a majority in aggregate principal amount of the then Outstanding Notes voting as a single
class have not given the Trustee a direction inconsistent with such request within such 60-day period.
Under the Indenture, the Issuer will be required to provide an Officer’s Certificate to the Trustee promptly
upon any Officer obtaining knowledge of any Event of Default that has occurred and is continuing (provided that
such Officer’s Certificate shall be provided at least annually whether or not such Officer knows of any such Event of
Default) and, if applicable, describe such Event of Default and the status thereof.
If a Default or an Event of Default occurs and is continuing, and is known to a responsible officer of the
Trustee, the Trustee will notify each Holder as provided herein under “—Notices” of the Default or Event of Default
within thirty (30) days after obtaining knowledge thereof; provided that except in the case of a Default or an Event
of Default in payment of principal of, premium, if any, or interest on any Notes, the Trustee may withhold the notice
to the Holders if a committee of its trust officers in good faith determines that withholding the notice is in the
interest of the Holders.
