solved Question 2: Rio  Amazonia Construction (RAC), a large multinational

Question 2: Rio  Amazonia Construction (RAC), a large multinational in S. America, is  proposing to issue 500 million of € bonds to institutional investors in  Europe and Asia. It is also considering issuing a tranche of bonds to  institutional investors in the US provided it is not required to file a  registration statement with the SEC. It wishes to list the bonds on the  London or Frankfurt stock exchange. 
Advise  on the regulatory issues involved both under US law and EU/UK law. In  particular, specific advice is requested on selling bonds to  institutional investors in the US as well as US bank offices overseas.
It  has requested its proposed lead manager, Rheingeld und Valkure Banken  (RUVB) a major German bank which will lead manage the issue, that the  bonds be issued in definitive form. RUVB has advised that bond investors  in Europe and Asia prefer dematerialised issues and are wary of  definitive issues. RAC requires your advice on what legal advantages, if any, attach to dematerialised issue as compared with definitive issues. 
The bonds are to be issued under a Fiscal Agency Agreement and RAC  requires your advice on the default mechanisms in such a structure and  the requirements for a restructuring of the bonds under the terms of the  bonds if that becomes necessary in the future. The bonds will be issued under ICMA standard terms under bond documentation subject to English law. 
RAC  also has requested your advice on the issue of termination of the bond  issue after launch and prior to closing date and in particular, what  rights it has in the decision to terminate.