PROMISE-A-2000-1 plc - KfW

Issuer Payment is to be allocated to the Class A Notes, the Class B Notes, the
Class C Notes, the Class D Notes, the Class E Notes, the Class F Notes or the
Class G Notes in the Reverse Order of Seniority, or (e) any Payment Date on
which the Notes are to be redeemed as a result of a Tax Event or a Regulatory
Event (each as defined herein).
Securities Put Option On (a) any Collateral Release Date and (b) the Interest Payment Date immediately
following the occurrence of an Enforcement Event, KfW will purchase from the
Issuer (acting through the Trustee) KfW Securities in a principal amount equal to
the closest denomination of €100,000 greater than the amount required by the
Issuer for such redemption of the Notes and the Issuer Payment under the Credit
Swap Agreement less the credit balance (if any) on the Issuer Cash Account (the
"Securities Put Option") provided that on the Collateral Release Date falling on
the Scheduled Maturity Date, KfW will redeem all of the KfW Securities then
held by the Custodian at their outstanding principal amount. The amount to be
paid by KfW under the Securities Put Option or upon redemption of the KfW
Securities will equal the principal amount outstanding of the KfW Securities sold
to, or redeemed by, KfW plus accrued interest as at the date of sale or redemption.
The proceeds of such redemption less amounts required for application on such
date under the Terms and Conditions of the Notes as described below shall, to the
extent that the Issuer's obligations under the Credit Swap Agreement have not
been satisfied in full at that time, be paid by KfW into the Issuer Cash Account on
the Scheduled Maturity Date. Save as aforesaid, the proceeds of sale or
redemption shall, prior to the service of an Enforcement Notice, be paid by KfW
into the Issuer Operating Account and applied by the Administrator (on behalf of
the Issuer) in the order of priority set out in Conditions 5.8 and 11 of the Terms
and Conditions of the Notes (the "Order of Seniority") and, after the service of an
Enforcement Notice, be paid by KfW into the collateral proceeds account of the
Trustee and applied by the Trustee in the order of priority set out in Condition 12
of the Terms and Conditions of the Notes (the "Enforcement Order of
Seniority"). In releasing KfW Securities, the Trustee shall always release the
KfW Securities reflecting the relevant Notes.
Limited Recourse The Notes are direct, secured, unsubordinated and limited recourse obligations of
the Issuer, payable solely out of the funds available to the extent described herein.
The Issuer will have no assets or sources of revenue other than its rights under the
Transaction Documents and to the assets comprised in the Issuer Collateral and
the KfW Collateral, subject to the prior claims of the Credit Swap Counterparty in
respect of obligations owed by the Issuer to the Credit Swap Counterparty under
the Credit Swap Agreement.
Accordingly, holders of the Notes must rely solely (a) on the proceeds from the
sale of KfW Securities under the Securities Put Option and/or redemption of the
KfW Securities on the Scheduled Maturity Date, (b) Collateral Income from the
KfW Collateral and the Issuer Collateral and (c) payments by the Credit Swap
Counterparty under the Credit Swap Agreement, for the payment of interest and
principal on the Notes, subject to the prior claims of the Credit Swap Counterparty
in respect of obligations owed by the Issuer to the Credit Swap Counterparty
under the Credit Swap Agreement.
To the extent that such assets, or the proceeds of the realisation thereof, are
ultimately insufficient to satisfy the claims of all Noteholders in full, then the
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