HSBC J.P. Morgan Standard Chartered Bank - bicbanco

• give notice to the trustee of any default or event of default under the
indenture, of a deferral of payment of interest or principal and of certain
other events;
• replace the trustee upon any resignation or removal thereof; and
• preserve its corporate existence.
In addition, the terms of the indenture will require the Bank to meet certain
conditions before the Bank consolidates, merges or transfers either all or
substantially all its assets and properties or all or substantially all its assets,
properties and liabilities to another person without the consent of the holders
of at least 66 2/3% of the outstanding notes.
These covenants are subject to a number of important qualifications. See
“Description of Notes—Certain Covenants.”
Events of Default .......................
The indenture will contain certain limited events of default, consisting of the
following:
• failure to pay principal on the due date thereof, unless the principal
payment is deferred as described above in “—Deferral of Interest and
Principal.” See “Description of the Notes—Deferral of Interest and
Principal;”
• failure to pay interest or any additional amounts due on any note within
15 days of the due date thereof unless the interest payment is deferred as
described above in “—Deferral of Interest and Principal.” See
“Description of the Notes—Deferral of Interest and Principal;”
• certain events involving bankruptcy, liquidation, reorganization or
insolvency proceedings, whether voluntary or involuntary.
Payment of principal of the notes may be accelerated only in the case of
certain events involving the Bank’s bankruptcy, liquidation or dissolution or
similar events, and the Bank will be required to make payment after
acceleration only after the Bank has been declared bankrupt, put into
liquidation or otherwise dissolved for purposes of Brazilian law. See “Risk
Factors—Risks Relating to the Notes—If the Bank does not satisfy its
obligations under the notes, noteholders’ remedies will be limited.”
There is no right of acceleration of the payment of principal and accrued
interest on the notes in the case of a default in the performance of any of the
Bank’s covenants, including the payment of principal and interest on the
notes. Notwithstanding the foregoing, in the event of our failure to pay any
principal or interest on a note when it becomes due and payable, the holder
of such note will have the right to institute a suit for the enforcement of any
such payment.
Amendments to the Terms and
Conditions of the Notes .............
The Bank expects to qualify the notes as Tier II capital subject to the Central
Bank’s approval. The Central Bank’s approval is still pending and the
Central Bank may require the Bank to amend certain terms and conditions of
the notes as a condition to granting such approval. The Bank has a one-time
right to amend, without the prior consent of noteholders, the terms and
conditions of the notes solely to comply with the requirements of the Central
Bank to qualify the notes as Tier II capital pursuant to CMN Resolution No.
3,444. The Bank will not be permitted to make any amendments without
AMR-248898-v2
- 10 -
95-40469277