PROMISE-A-2000-1 plc - KfW

E BB Ba2
F B- NR
A security rating is not a recommendation to buy, sell or hold securities and may be subject to
revision or withdrawal by the Relevant Rating Agencies at any time. See "RATING".
The proceeds of the Class A Notes, Class B Notes, Class C Notes, Class D Notes, the Class E Notes and
the Class F Notes will be used by the Issuer to purchase a portfolio of medium-term notes issued by KfW.
On the Closing Date, the initial principal amount of such securities will equal the aggregate Initial
Principal Amount of the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes, the
Class E Notes and the Class F Notes, subject to reduction thereafter as described herein. The proceeds of
the Class G Notes will be invested in an interest bearing account ("Issuer Cash Account") in the name of
the Issuer with KfW (the " Issuer Cash Account Bank").
As security for the obligations of the Issuer to the Trustee for and on behalf of itself, the Credit Swap
Counterparty and the holders of the Notes (together, the "Secured Parties"), the Issuer will transfer to the
Trustee for the benefit of the Secured Parties (other than the Credit Swap Counterparty) pursuant to (a)
the Trust Agreement, by way of security, the Issuer's rights, title and benefits (i) in and to the KfW
Securities (as defined in "SUMMARY – Collateral") (Sicherungsübereignung) and the Issuer Cash
Account (Sicherungsabtretung), (ii) against the Credit Swap Counterparty and the Custodian (as defined
in "SUMMARY - Custodian") for the release of the KfW Securities and the Issuer Cash Account from the
pledges initially created by the Issuer in favour of the Credit Swap Counterparty upon satisfaction of the
Issuer's obligations under the Credit Swap Agreement and (iii) against the Administrator under the
Administration Agreement (each as defined in "SUMMARY") and (b) an account pledge agreement
dated on or about the Closing Date between the Issuer and the Trustee (the "Account Pledge
Agreement"), by way of a pledge over the Issuer's rights in and to the Issuer Operating Account (as
defined in "SUMMARY – Application of Proceeds") and all monies from time to time credited thereto
and interest accrued thereon (together, the "Issuer Collateral"). The Credit Swap Counterparty will have
the benefit of first priority pledges over the KfW Securities and over the Issuer Cash Account and all
monies from time to time credited thereto and interest accrued thereon, in each case, as security for the
Issuer's obligations under the Credit Swap Agreement (together, the "KfW Collateral") which will rank
in priority to the rights of the Noteholders in the event of the enforcement of the Issuer Collateral and the
KfW Collateral.
THE NOTES ARE DIRECT, SECURED, UNSUBORDINATED AND LIMITED RECOURSE
OBLIGATIONS OF THE ISSUER, PAYABLE SOLELY OUT OF THE FUNDS AVAILABLE TO
THE ISSUER TO THE EXTENT DESCRIBED HEREIN.
THE ISSUER'S PAYMENT OBLIGATIONS IN RESPECT OF THE NOTES ARE SUBJECT TO
THE PRIOR CLAIMS OF THE CREDIT SWAP COUNTERPARTY UNDER THE CREDIT
SWAP AGREEMENT. SUCH PRIOR CLAIMS HAVE THE BENEFIT OF COLLATERAL
PROVIDED BY THE ISSUER WHICH RANKS IN PRIORITY TO THE COLLATERAL
PROVIDED FOR THE NOTEHOLDERS.
UPON ENFORCEMENT OF THE COLLATERAL HELD OR ADMINISTERED BY THE
TRUSTEE, THE AMOUNTS AVAILABLE TO THE ISSUER WILL BE LIMITED TO THE
PROCEEDS REALISED BY SUCH ENFORCEMENT AND AVAILABLE FOR PAYMENT
UNDER THE NOTES AS DESCRIBED HEREIN. ACCORDINGLY, HOLDERS OF THE
NOTES WILL BE EXPOSED TO THE CREDIT RISKS OF THE REFERENCE OBLIGATIONS
AND THE REFERENCE ENTITIES TO THE FULL EXTENT OF THEIR INVESTMENT IN
THE NOTES BUT WILL NOT ACQUIRE ANY RIGHTS OR RECOURSE AGAINST ANY OF
THE REFERENCE ENTITIES, THE REFERENCE OBLIGATIONS, EITHER BANK, ANY
(iv)