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COMMERZBANK AKTIENGESELLSCHAFT

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Principal Protected<br />

Notes:<br />

Unless redeemed early, Principal Protected Notes will be redeemed at maturity, at an<br />

aggregate of 100% or more of their principal amount. The Redemption Date in relation<br />

to the principal amount at maturity will be specified in the applicable Final Terms.<br />

Derivative Notes: Derivative Notes do not provide for principal protection upon redemption. In addition to<br />

the credit linkage the applicable Final Terms may provide for the Redemption Amount to<br />

be linked to one or more Reference Underlyings, specifying the determination of such<br />

asset linkage at maturity, subject to the occurrence of market disruption or adjustment<br />

events. In such a case, the applicable Final Terms will contain related risk factors, if<br />

applicable. The Notes will be redeemed at the Redemption Amount unless a Trigger or<br />

one or more Credit Events have occurred in which case redemption will be made either<br />

in cash or by physical delivery of a given number of the Deliverable Obligation(s), as<br />

specified in the applicable Final Terms.<br />

Adjusted Principal<br />

Amount:<br />

Cash Settlement<br />

Amount:<br />

Spread Cash<br />

Settlement Amount:<br />

Trigger Cash<br />

Settlement Amount:<br />

The Adjusted Principal Amount will cause an adjustment of the (Early) Redemption<br />

Amount, which would be paid if no relevant Credit Event occurred, or be equal to the<br />

amount payable upon redemption. Each calculation of an Adjusted Principal Amount will<br />

be based on the Final Price of a Reference Obligation (as further described below) of<br />

the affected Reference Entity. However, the number of Credit Events that have already<br />

occurred as well as the fact that a number of Reference Entities (if any) have not been<br />

affected by Credit Events will be taken into account. Thus, the Adjusted Principal<br />

Amount may successively decrease or increase, as specified in the applicable Final<br />

Terms, taking into account any Credit Event which may subsequently occur.<br />

The Cash Settlement Amount will be determined in accordance with § 7 of the Terms<br />

and Conditions. Similar to the Adjusted Principal Amount, it may be determined on the<br />

basis of the Final Price of a Reference Obligation (as further described below) of the<br />

affected Reference Entity. However, it will, as a rule, not take into account the value of<br />

obligations relating to Reference Entities which have not been affected by a Credit<br />

Event. The calculation of the Cash Settlement Amount may differ depending on the<br />

Final Terms and what kind of Credit Event has occurred.<br />

The Final Terms will provide for specific valuation or quotation methods (including an<br />

auction organised by the International Swaps and Derivatives Association, Inc.<br />

("ISDA")) for the purposes of calculating the Final Price. Such calculations will be made<br />

subsequent to the occurrence of the Credit Event on the relevant Valuation Date (as<br />

defined in accordance with § 7 of the Terms and Conditions). The Final Terms may also<br />

stipulate and thus preset the Final Prices with respect to each Reference Entity,<br />

including a Final Price which could be zero.<br />

In the case of certain Notes (upon the occurrence of a Trigger Event not relating to the<br />

market price of the Notes) the payable Spread Cash Settlement Amount will be<br />

determined on the basis of the aggregate of the current market values of Hypothetical<br />

Credit Default Swaps relating to the Reference Entities.<br />

In the case of certain Notes (upon the occurrence of a Trigger Event relating to the<br />

market price of the Notes) the payable Trigger Cash Settlement Amount will be<br />

determined on the basis of the current market value of the Notes.<br />

11

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