PROMISE-A-2000-1 plc - KfW

More documents

Recommendations

Info

together, the "Issuer Collateral". "Custodian" means HVB or any successor custodian appointed from time to time in accordance with the Custody Agreement. "Eligible Bank" means a bank or financial institution whose short term unsecured debt is rated at least P-1 by Moody's and F-1 by Fitch or is otherwise acceptable to the Relevant Rating Agencies. "Issuer Cash Account" means the interest bearing account designated as such in the name of the Issuer at KfW. "Issuer Operating Account" means the interest bearing account designated as such in the name of the Issuer at Deutsche Bank Luxembourg S.A. (the "Issuer Operating Account Bank") including the interest payment sub-account and the principal payment sub-account thereof or such other account as may for the time being be substituted thereof with an Eligible Bank in accordance with the provisions of the Administration Agreement. "KfW Securities" means the €121,000,000 floating rate medium term notes (Inhaberschuldverschreibungen) governed by German law, divided into six seriess (the aggregate nominal amount of the series reflecting the initial aggregate nominal amount of the Class A Notes, Class B Notes, Class C Notes, Class D Notes, Class E Notes and Class F Notes) and issued by KfW under the € 25,000,000,000 KfW Note Programme which are represented by global certificates deposited with Clearstream Frankfurt and each note thereunder is in the denomination of €100,000 and has its maturity on the Scheduled Maturity Date. 3.2 KfW Collateral KfW as the Credit Swap Counterparty will have the benefit of first priority pledges under a pledge agreement dated on or about 22 December 2000 between the Issuer, KfW as pledgee and the Trustee (the " Pledge Agreement") over the KfW Securities and the Issuer Cash Account and all monies from time to time credited thereto and interest accrued thereon (the "KfW Collateral") as security for the Issuer's obligations under the Credit Swap Agreement (the "Secured Credit Swap Obligations") 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. 3.3 Immediately upon payment in full of the Secured Credit Swap Obligations, the Trustee shall procure that KfW delivers the KfW Securities to the Trustee's securities trust account (Treuhanddepot) with the Trustee Custodian (the "Securities Trust Account") and transfer the credit balance on the Issuer Cash Account to the Issuer Operating Account. 3.4 Release of Collateral On each Collateral Release Date (as defined herein), the Trustee (on behalf of KfW as pledgee under the KfW Collateral) will release (i) from the pledge over the KfW Securities under the Pledge Agreement, KfW Securities in a principal amount equal to the closest denomination of € 100,000 greater than the reduction in, or redemption of, the aggregate Outstanding Principal Amount of each Class of Notes to be reduced by allocation of amounts equal to Issuer Payments or redeemed on such Collateral Release Date less the credit balance on the Issuer Cash Account as at such Collateral Release Date provided that, for the avoidance of doubt, if and to the extent that the credit balance on the Issuer Cash Account as at such Collateral Release Date is sufficient to pay all amounts then due and payable by the Issuer under the Transaction Documents, no KfW Securities shall be released and provided further that on the Collateral Release Date falling on the Scheduled Maturity Date, such release shall be of all of the KfW Securities which 33
are then subject to the pledge over the KfW Securities under the Pledge Agreement as at such date and (ii) from the pledge over the Issuer Cash Account under the Pledge Agreement, the cash collateral equal to the credit balance on the Issuer Cash Account as at such Collateral Release Date except that, on or after the Collateral Release Date falling on the Scheduled Maturity Date, only such amount as is greater than the amount required to secure the Issuer's obligations under the Credit Swap Agreement which are not due and payable on such date shall be so released. In releasing KfW Securities, the Trustee shall always release the KfW Securities reflecting the relevant Notes. "Collateral Release Date" means (a) the Optional Redemption Date (as defined herein), (b) each Interest Payment Date which is also a Principal Payment Date, (c) each Interest Payment Date after the occurrence of a Non-Replacement Event, (d) any Payment Date on which any amount equal to an 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 in Condition 8 below). 3.5 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 (i) such redemption of the Notes and the Issuer Payment under the Credit Swap Agreement (if any) 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 redemption less amounts required for application on such date 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 (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 (the " Enforcement Order of Seniority"). In releasing KfW Securities, the Trustee shall always release the KfW Securities reflecting the relevant Notes 4. PAYMENTS 4.1 General Payments in respect of Notes shall be made to Clearstream Frankfurt for credit to the relevant Clearstream Frankfurt Accountholders. Payments will be made according to the procedures of Clearstream Luxembourg/Germany. 4.2 Discharge All payments in respect of any Note made by the Issuer to Clearstream Frankfurt shall discharge the liability of the Issuer under such Note to the extent of the sums so paid. 34
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 and 36: 7. TERMS AND CONDITIONS OF THE NOTE
Page 37 and 38: Pursuant to the Trust Agreement, th
Page 39: 2.4 Limited Recourse The Notes are
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
Page 87 and 88: (o) subject as provided herein or i
Page 89 and 90: 31.2 The Trustee may rely on such i
Page 91 and 92:
34.5 The costs incurred in connecti
Page 93 and 94:
Munich Germany Fax No.: + 49 89 378
Page 95 and 96:
41.4 No person shall have any recou
Page 97 and 98:
9. THE COLLATERAL The following des
Page 99 and 100:
If the Pledgee directly receives an
Page 101 and 102:
"Initial Reference Portfolio Notion
Page 103 and 104:
"Credit Event" means each of (a) Ba
Page 105 and 106:
Swap Counterparty to the Issuer, up
Page 107 and 108:
espect of which no Bankruptcy (as d
Page 109 and 110:
(j) the weighted average life shall
Page 111 and 112:
(e) has a resolution passed for its
Page 113 and 114:
Collateral, relative to the amount
Page 115 and 116:
Geographic Distribution Percent Ref
Page 117 and 118:
Fitch Industry Description Percent
Page 119 and 120:
e, exceeds such approval limits, ap
Page 121 and 122:
HVB continuously updates and refine
Page 123 and 124:
13. THE ISSUER Introduction PROMISE
Page 125 and 126:
Board of Directors The Directors of
Page 127 and 128:
Such financial statements are the r
Page 129 and 130:
Administrator Deutsche Internationa
Page 131 and 132:
made by the Issuer pursuant to the
Page 133 and 134:
• Focused universal bank. HVB is
Page 135 and 136:
HVB believes the merger offers sign
Page 137 and 138:
Until September 1999, HVB was organ
Page 139 and 140:
cooperation with Vorsorge Lebensver
Page 141 and 142:
Girozentralen), and co-operative ba
Page 143 and 144:
The International Markets division
Page 145 and 146:
Bayerische Kapitalanlagegesellschaf
Page 147 and 148:
corporations doing business in seve
Page 149 and 150:
General Information HVB's Internal
Page 151 and 152:
customers are reviewed once a year
Page 153 and 154:
oth market risk and credit risk. Th
Page 155 and 156:
Euro On January 1, 1999, the Euro w
Page 157 and 158:
conversion ratio applied in the mer
Page 159 and 160:
Hanns-Peter Kreuser, HVB Employee,
Page 161 and 162:
(1) (2) (3) Difference between hold
Page 163 and 164:
ordinary and preferred shares outst
Page 165 and 166:
158 Nine Months Ended Year Ended Se
Page 167 and 168:
The redenomination of the share cap
Page 169 and 170:
Horst Becker, Rosengarten Chairman
Page 171 and 172:
audited by KPMG Deutsche Treuhand-G
Page 173 and 174:
16. THE TRUSTEE The Trustee, KPMG D
Page 175 and 176:
18. TAXATION The information contai
Page 177 and 178:
(b) is quoted on a recognised stock
Page 179 and 180:
allowed to tax the capital gains, a
Page 181 and 182:
19. SUBSCRIPTION AND SALE Bayerisch
Page 183 and 184:
except in either case in accordance
Page 185 and 186:
20. GENERAL INFORMATION Authorisati
Page 187 and 188:
The Notes will bear a legend to the
Page 189:
LEGAL ADVISORS TO THE MANAGER as to
show all

PROMISE-A-2000-1 plc - KfW

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?