PROMISE-A-2000-1 plc - KfW

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(b) Class B Floating Rate Credit-Linked Notes (the "Class B Notes"), which are issued in an initial aggregate principal amount of €24,000,000 and divided into 240 Class B Notes; (c) Class C Floating Rate Credit-Linked Notes (the "Class C Notes"), which are issued in an initial aggregate principal amount of €16,000,000 and divided into 160 Class C Notes; (d) Class D Floating Rate Credit-Linked Notes (the "Class D Notes"), which are issued in an initial aggregate principal amount of €15,000,000 and divided into 150 Class D Notes; (e) Class E Floating Rate Credit-Linked Notes (the "Class E Notes"), which are issued in an initial aggregate principal amount of €11,000,000 and divided into 110 Class E Notes; (f) Class F Floating Rate Credit-Linked Notes (the "Class F Notes"), which are issued in an initial aggregate principal amount of €15,000,000 and divided into 150 Class F Notes; and (g) Class G Floating Rate Credit-Linked Notes (the "Class G Notes"), which are issued in an initial aggregate principal amount of € 26,000,000 and divided into 260 Class G Notes. 1.2 Trust Agreement The Notes are subject to, and have the benefit of, a trust agreement (as amended or supplemented from time to time, the "Trust Agreement") dated on or about 22 December 2000 (the "Closing Date") between the Issuer, KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft Wirtschaftsprüfungsgesellschaft (the "Trustee", which expression includes any successor trustee appointed from time to time in accordance with the Trust Agreement), Deutsche International Corporate Services (Ireland) Limited as administrator of the Issuer (the "Administrator", which expression includes any successor administrator appointed from time to time in accordance with the administration agreement dated on or about 19 December 2000 between, inter alios, the Issuer, the Administrator and the Trustee (the "Administration Agreement")), Deutsche Bank Luxembourg S.A. as account bank (the "Issuer Operating Account Bank", which expression includes any successor account bank appointed from time to time in accordance with the Administration Agreement), Bayerische Hypo- und Vereinsbank AG ("HVB") as servicer (the "Servicer") and Kreditanstalt für Wiederaufbau (" KfW") as protection buyer (the "Credit Swap Counterparty") under the credit swap agreement dated on or about 22 December 2000 (the "Credit Swap Agreement") between the Issuer and the Credit Swap Counterparty. The Trust Agreement and the Master Interpretation and Construction Schedule (the "Master Schedule") dated on or about 22 December 2000 signed for the purpose of identification by, inter alios, the Issuer and the other parties to the Trust Agreement are attached as Annex 1 and Annex 2 to, and form an integral part of, these Terms and Conditions. 1.3 Obligation to Maintain a Trustee As long as any Notes are outstanding, the Issuer shall ensure that a trustee is appointed at all times who has undertaken substantially the same functions and obligations as the Trustee pursuant to the Notes, including these Terms and Conditions and the Trust Agreement. 1.4 Duties of Trustee and Binding Determinations 29
Pursuant to the Trust Agreement, the Trustee will, inter alia (a) hold and administer the Issuer Collateral for the benefit of the Secured Parties, (b) administer the KfW Collateral for the benefit of the Credit Swap Counterparty, (c) verify the Final Values of Impaired Reference Obligations and the Settlement Amounts, Issuer Payments and the allocation of amounts equal thereto towards the reduction of the Outstanding Principal Amount of the Notes and (d) supervise and verify determinations and calculations of the Servicer and the Administrator and other actions of the Issuer and the Administrator in connection with the Notes and the Swap Agreements (as defined in the Master Schedule). All determinations made by the Trustee, an Expert or a Valuation Expert (each as defined in the Trust Agreement) pursuant to the Trust Agreement and all other provisions of the Trust Agreement will be binding on the Noteholders. 1.5 Transaction Documents The Notes (including these Terms and Conditions), the Trust Agreement, the Agency Agreement, the Administration Agreement, the Pledge Agreement, the Account Pledge Agreement, the Swap Agreements, the KfW Securities Purchase Agreement, the Custody Agreement, the Corporate Services Agreement, the Subscription Agreement and any other agreement made pursuant thereto or otherwise in connection with the Notes or the rights and benefits comprised in the Issuer Collateral (if not defined herein or in the Trust Agreement, as defined in the Master Schedule) are referred to herein as the "Transaction Documents". 1.6 Form, Denomination and Title The Notes are issued in bearer form in denominations of € 100,000. The holder of any Note shall (except as otherwise required by law) be treated as its absolute owner for all purposes, including the making of payments and no person shall be liable for so treating such holder. 1.7 Global Notes Each Class of Notes will initially be represented by a temporary global bearer note (a "Temporary Global Note") without interest coupons. Each Temporary Global Note will be exchangeable, as provided in Condition 1.8 below, for the relevant Class of Notes represented by a permanent global bearer note (the "Permanent Global Note") without interest coupons. Definitive Notes or interest coupons shall not be issued. Each Permanent Global Note and Temporary Global Note is referred to herein as a "Global Note". 1.8 Exchange of Temporary Global Notes The Temporary Global Note of each Class of Notes shall be exchanged for the Permanent Global Note of such Class of Notes on a date (the "Exchange Date") not earlier than 40 days and not later than 180 days after the date of issue of the Temporary Global Note upon delivery by the relevant accountholders to Clearstream Banking AG, Frankfurt am Main ("Clearstream Frankfurt") and by Clearstream Frankfurt to the Principal Paying Agent, of certificates in the forms which form part of the Temporary Global Notes and are available from the Principal Paying Agent for such purpose, to the effect that the beneficial owner of any Note represented by the Temporary Global Note is not a U.S. person or are not U.S. persons other than certain financial institutions or certain persons holding through such financial institutions. The Permanent Global Note of any Class of Notes delivered in exchange for the Temporary Global Note of such Class of Notes shall be delivered only outside the United States. "United States" means, for the purposes of this Condition 1.8, the United States of America (including the States thereof and the District of Columbia) and its possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands). Any exchange of a Temporary Global Note pursuant to this Condition 1.8 shall be made free of charge to the holder of any Class of Notes (the "Class A Noteholders", the "Class B Noteholders", the "Class C Noteholders", the "Class D Noteholders", the "Class E 30
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 and 24: Application of Cash Proceeds period
Page 25 and 26: (a) shall remove any Obligation fro
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: 7. TERMS AND CONDITIONS OF THE NOTE
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
Page 75 and 76: (d) fourth, in or towards payment p
Page 77 and 78: 16.2 The Servicer shall, subject to
Page 79 and 80: Primary Credit Swaps Counterparty a
Page 81 and 82: 20.5 Each of the Issuer, the Admini
Page 83 and 84: 24. COVENANTS OF THE ISSUER AND THE
Page 85 and 86: 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
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LEGAL ADVISORS TO THE MANAGER as to
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PROMISE-A-2000-1 plc - KfW

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