PROMISE-A-2000-1 plc - KfW

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occurred, (f) in respect of which no litigation is pending, (g) which is denominated in euro or Deutsche Mark, (h) which has as its final maturity date on or before the Scheduled Maturity Date, (i) in respect of which the Reference Entity is not an "XS company" under the Procedures, (j) in respect of which the Reference Entity falls within the rating class of 6 or better in the HVB Internal Rating System (as defined in "REFERENCE PORTFOLIO SERVICING") and (k) in respect of which the Reference Entity is organised or incorporated under the laws of the Federal Republic of Germany. "Obligation" means any unsubordinated obligation of a Reference Entity (whether as principal, surety or otherwise and whether present or future, contingent or otherwise) for the repayment of borrowed money (other than any such obligation that is in the form of, or represented by, a bond, note, certificated debt security or other debt security). "Reference Entity" means each entity specified as such in the Reference Portfolio List (as defined in "MAIN PROVISIONS OF THE CREDIT SWAP AGREEMENT"). "Reference Obligations" means the Eligible Obligations specified in the Reference Portfolio List from time to time (which expression where the context so admits, includes the Adjusted Reference Obligations). "Reference Portfolio Notional Amount" means the Initial Reference Portfolio Notional Amount less the Reference Obligations Notional Amounts of all Impaired Reference Obligations. Replacement During the period commencing on the Closing Date and ending on the Scheduled Removal and Addition The Servicer: Maturity Date (the "Revolving Period"), provided that no Non-Replacement Event has occurred the Servicer may, on or about the 28 th day of each month (each a "Replacement Date"), add new Eligible Obligations (each a “Replacement”) to the Reference Portfolio if (a) the cumulative aggregate Reference Obligation Notional Amount (as defined in "TERMS AND CONDITIONS OF THE NOTES") of all the Impaired Reference Obligations which are still in their respective Determination Periods expressed as a percentage of the Initial Reference Portfolio Notional Amount does not exceed 1.5%, (b) the weighted average rating of the Reference Obligations which are the subject of such Replacement is 4 or better and (c) the weighted average life of the Reference Obligations which are the subject of such Replacement is 3.75 years or shorter provided that (i) each new Reference Obligation is an Eligible Obligation and (ii) each new Reference Obligation would not, if so added, cause the Reference Portfolio to contravene any of the Portfolio Concentration Tests (as defined in "DESCRIPTION OF THE REFERENCE PORTFOLIO") or, if any such test is contravened as at such date, the addition of such new Reference Obligation would reduce such contravention of the Portfolio Concentration Tests and provided further that the sum of the notional amounts of all new Eligible Obligations plus the notional amount of all Reference Obligations does not exceed the Reference Portfolio Notional Amount.. 17
(a) shall remove any Obligation from the Reference Portfolio List at any time if the Servicer or the Trustee determines that any Obligation specified in the Reference Portfolio List was not an Eligible Obligation at the time of its inclusion in the Reference Portfolio List (a "Removal") (save in respect of Adjusted Reference Obligation); and/or (b) may, on any Replacement Date, increase the Reference Obligation Notional Amount of any Reference Obligation (an "Addition") or make a Replacement provided however that (i) in each case, the sum of all Reference Obligation Notional Amounts shall not, at any time, exceed the Reference Portfolio Notional Amount at such time; and (ii) in the case of Additions only, any such Addition does not, if so applied, cause the Reference Portfolio to contravene any of the Portfolio Concentration Tests, or, if any such test is contravened immediately before such Addition, such Addition would reduce such contravention of the Portfolio Concentration Tests . The Servicer will promptly update the Reference Portfolio List upon any such occurrence or upon an Adjustment and the Trustee shall verify such update. For the avoidance of doubt, no act set out in paragraphs (a) and (b) above or an Adjustment shall cause or require any adjustment to the Reference Portfolio Notional Amount. Servicing The Servicer will be responsible for the administration, collection and enforcement of the Reference Obligations, in accordance with the Loan Administration Agreement Corporate Services Agreement Origination, Administration and Collection Procedures of the Banks (the "Procedures"). See "REFERENCE PORTFOLIO SERVICING" herein. Under the Administration Agreement, the Administrator will be responsible for, among other things, the day-to-day operations, cash and bank account management and book-keeping of the Issuer. The Issuer shall enter into a corporate services agreement with Matsack Trust Limited which shall provide company secretarial and related services to the Issuer in consideration of a fixed management fee. Selling Restrictions The Notes are not being offered, sold or delivered within the United States or to U.S. persons. For a description of these and other restrictions on sale and transfer see "SUBSCRIPTION AND SALE". Listing Application will be made to list the Notes on the Luxembourg Stock Exchange. Luxembourg Listing Agent Deutsche Bank Luxembourg S.A. Settlement It is expected that delivery of the Notes will be made on or about 22 December <strong>2000</strong> through the book-entry facilities of Clearstream Frankfurt in respect of the Notes represented by the Global Notes, in each case, against payment therefor in 18
Page 1 and 2: PROMISE-A-2000-1 plc (a company inc
Page 3 and 4: to, and including, the Final Maturi
Page 5 and 6: PROGRAMME BANK OR THE CREDIT SWAP C
Page 7 and 8: Info-Memo_HVB.2000.doc TABLE OF CON
Page 9 and 10: 2. DOCUMENTS INCORPORATED BY REFERE
Page 11 and 12: 4. SUMMARY The following summary is
Page 13 and 14: Sources of Interest Payments Condit
Page 15 and 16: Collateral As security for the obli
Page 17 and 18: Issuer shall not be liable for any
Page 19 and 20: Outstanding Principal Amount will i
Page 21 and 22: action if, in its reasonable opinio
Page 23: Application of Cash Proceeds period
Page 27 and 28: 5. RISK FACTORS The following is a
Page 29 and 30: Obligations and to Settlement Amoun
Page 31 and 32: HVB may hold and/or service claims
Page 33 and 34: agent who collects interest, discou
Page 35 and 36: 7. TERMS AND CONDITIONS OF THE NOTE
Page 37 and 38: Pursuant to the Trust Agreement, th
Page 39 and 40: 2.4 Limited Recourse The Notes are
Page 41 and 42: are then subject to the pledge over
Page 43 and 44: Agent on the second TARGET Day befo
Page 45 and 46: (f) sixth, in or towards payment of
Page 47 and 48: law affecting creditors’ rights,
Page 49 and 50: "Failure to Pay" means, with respec
Page 51 and 52: (b) the Bundesland in which the Ref
Page 53 and 54: the manner in which the Basel Accor
Page 55 and 56: (a) first, in or towards payment of
Page 57 and 58: (p) sixteenth, in or towards paymen
Page 59 and 60: prior to the date of the redemption
Page 61 and 62: Note being damaged, such Global Not
Page 63 and 64: principal amount of €11,000,000 (
Page 65 and 66: Agreement and/or the other Transact
Page 67 and 68: Upon such replacement, the parties
Page 69 and 70: 9.4 At any time before any Collater
Page 71 and 72: The Servicer covenants with the Iss
Page 73 and 74: Agreement and KfW shall, at the req
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(d) fourth, in or towards payment p
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16.2 The Servicer shall, subject to
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Primary Credit Swaps Counterparty a
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20.5 Each of the Issuer, the Admini
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24. COVENANTS OF THE ISSUER AND THE
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deduction or withholding compelled
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(o) subject as provided herein or i
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31.2 The Trustee may rely on such i
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34.5 The costs incurred in connecti
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Munich Germany Fax No.: + 49 89 378
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41.4 No person shall have any recou
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9. THE COLLATERAL The following des
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If the Pledgee directly receives an
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"Initial Reference Portfolio Notion
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"Credit Event" means each of (a) Ba
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Swap Counterparty to the Issuer, up
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espect of which no Bankruptcy (as d
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(j) the weighted average life shall
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(e) has a resolution passed for its
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Collateral, relative to the amount
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Geographic Distribution Percent Ref
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Fitch Industry Description Percent
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e, exceeds such approval limits, ap
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HVB continuously updates and refine
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13. THE ISSUER Introduction PROMISE
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Board of Directors The Directors of
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Such financial statements are the r
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Administrator Deutsche Internationa
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made by the Issuer pursuant to the
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• Focused universal bank. HVB is
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HVB believes the merger offers sign
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Until September 1999, HVB was organ
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cooperation with Vorsorge Lebensver
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Girozentralen), and co-operative ba
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The International Markets division
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Bayerische Kapitalanlagegesellschaf
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corporations doing business in seve
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General Information HVB's Internal
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customers are reviewed once a year
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oth market risk and credit risk. Th
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Euro On January 1, 1999, the Euro w
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conversion ratio applied in the mer
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Hanns-Peter Kreuser, HVB Employee,
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(1) (2) (3) Difference between hold
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ordinary and preferred shares outst
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158 Nine Months Ended Year Ended Se
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The redenomination of the share cap
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Horst Becker, Rosengarten Chairman
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audited by KPMG Deutsche Treuhand-G
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16. THE TRUSTEE The Trustee, KPMG D
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18. TAXATION The information contai
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(b) is quoted on a recognised stock
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allowed to tax the capital gains, a
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19. SUBSCRIPTION AND SALE Bayerisch
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except in either case in accordance
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20. GENERAL INFORMATION Authorisati
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The Notes will bear a legend to the
Page 189:
LEGAL ADVISORS TO THE MANAGER as to
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