PROMISE-A-2000-1 plc - KfW

aggregate amount of payments or repayments, if any, of principal made in respect
of such Note on or before such date and (ii) the allocation of Issuer Payments to
such Note on or before such date and (b) the "Outstanding Principal Amount"
will be, with respect to any Class of Notes, the aggregate Note Outstanding
Principal Amounts of such Class of Notes.
Optional Redemption The Notes will be subject to redemption in whole (but not in part) at their
Outstanding Principal Amount at the option of the Issuer on any Interest Payment
Date falling after the fifth anniversary of the Issue Date upon no less than 60 days'
prior notice to the Noteholders provided that the Credit Swap Agreement is also
terminated by the Credit Swap Counterparty on such date (the "Optional
Redemption Date").
Early Redemption The Notes will be subject to early redemption in whole (but not in part) prior to
the Scheduled Maturity Date at their then Outstanding Principal Amount plus
accrued interest on the Interest Payment Date immediately following the
occurrence of a Tax Event, a Regulatory Event or an Enforcement Event provided
that if the Final Value of any Impaired Reference Obligation has not been verified
in accordance with the Trust Agreement before such Interest Payment Date, then
the Notes will be redeemed on the next following Interest Payment Date after
verification in accordance with the Trust Agreement of the Final Values in respect
of all Impaired Reference Obligations (the "Early Redemption Date").
A "Tax Event" means:
(a) HVB, KfW or the Issuer is required by the laws of Ireland, Germany or
Luxembourg to withhold or deduct an amount in respect of any taxes
from any payment of (i) in the case of the Issuer, principal of, interest on,
or any other amount payable in respect of the Notes or any amount
payable under the Credit Swap Agreement, or (ii) in the case of KfW, any
payment of principal of, or interest on, or any other amount payable in
respect of, the KfW Securities, the Issuer Cash Account or any of the
Swap Agreements, or (iii) in the case of HVB, any amount payable under
the Primary Credit Swap Agreements; or
(b) the Issuer ceases to be a "qualifying company" for the purposes of
Section 110 of the Irish Taxes Consolidation Act of 1997 (as amended
from time to time); or
(c) the Issuer determines that income earned on the Issuer Operating
Account or any sum received pursuant to the Transaction Documents is
subject to deduction or withholding for or on account of any tax, duty,
assessment or other governmental charge or is otherwise subject to
taxation in Germany, Ireland or Luxembourg; or
(d) KfW exercises its right of pre-payment under the KfW Securities as a
result of any payment hereunder becoming subject to deduction or
withholding on account of tax,
and HVB, KfW or the Issuer (as the case may be) has taken reasonable steps to
mitigate the effects of such circumstances for a period of 30 days provided that
none of HVB, KfW or the Issuer shall be under any obligation to take any such
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