Bond Sumitomo Mitsui FG Inc. 2.93% ( US86562MCK45 ) in USD

Sumitomo Mitsui FG Inc.

100 % ▲

Japan

US86562MCK45 ( in USD )

2.93% per year ( payment 2 times a year)

16/09/2041

Prospectus brochure of the bond SUMITOMO MITSUI FINANCIAL GROUP INC US86562MCK45 en USD 2.93%, maturity 16/09/2041

2 000 USD

850 000 000 USD

86562MCK4

BBB+ ( Lower medium grade - Investment-grade )

A2 ( Upper medium grade - Investment-grade )

16/09/2025 ( In 39 days )

Sumitomo Mitsui Financial Group, Inc. (SMFG) is a major Japanese financial services holding company offering a wide range of banking, securities, and insurance services both domestically and internationally.

The Bond issued by Sumitomo Mitsui FG Inc. ( Japan ) , in USD, with the ISIN code US86562MCK45, pays a coupon of 2.93% per year.
The coupons are paid 2 times per year and the Bond maturity is 16/09/2041

The Bond issued by Sumitomo Mitsui FG Inc. ( Japan ) , in USD, with the ISIN code US86562MCK45, was rated A2 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Sumitomo Mitsui FG Inc. ( Japan ) , in USD, with the ISIN code US86562MCK45, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

DESCRIPTION OF THE NOTES
The following description of the notes supplements and, to the extent inconsistent therewith, replaces the
description of the general terms and provisions of our subordinated debt securities set forth in the accompanying
prospectus under the heading "Description of the Debt Securities." It is important for you to consider the
information contained in this prospectus supplement and in the accompanying prospectus and any applicable
pricing term sheet in making your investment decision with respect to the notes. Whenever a defined term is
referred to but not defined in this section, the definition of that term is contained in the accompanying prospectus
or in the Indenture.
General
The notes will constitute subordinated debt securities to be issued under a subordinated indenture between
us and The Bank of New York Mellon, as trustee, dated as of September 17, 2019, as may be supplemented from
time to time, or the Indenture. The Indenture is qualified under the U.S. Trust Indenture Act of 1939, as amended.
The Indenture is more fully described in the accompanying prospectus. Copies of the Indenture and any
amendments or supplements thereto will be available at the offices of the trustee.
We will issue the notes in minimum denominations of $2,000 and integral multiples of $1,000 in excess
thereof. The notes will be represented by one or more registered notes in global form without coupons deposited
with a custodian and registered in the name of DTC or its nominee, in each case for credit to the accounts of
direct and indirect participants, including Euroclear and Clearstream. In certain circumstances, the notes may be
represented by definitive notes in certificated form. See "Description of the Debt Securities--Form, Book-entry
and Transfer" in the accompanying prospectus.
The notes will not be redeemable prior to maturity, except as set forth below under "--Redemption for
Taxation Reasons" or "--Redemption for Regulatory Reasons," and will not be subject to any sinking fund.
In this section, the term "business day" means any day which is not a day on which banking institutions in
The City of New York, London or Tokyo are authorized or required by law, regulation or executive order to
close.
Ranking
The notes will constitute our direct and unsecured obligations and shall at all times rank pari passu and
without any preference among themselves and at least equally and ratably with all of our indebtedness that is
subordinated to Senior Indebtedness and is in priority to all of our perpetual subordinated indebtedness, including
indebtedness in respect of preference or other shares or any other indebtedness which ranks, or is expressed to
rank, pari passu with, or junior to, indebtedness in respect of perpetual subordinated indebtedness.
Subordination
Upon the occurrence and continuation of a Subordination Event (as defined below), our obligations pursuant
to the notes shall be subordinated in right of payment to all Senior Indebtedness and, so long as such
Subordination Event continues (and in the case of civil rehabilitation proceedings, so long as neither a Summary
Rehabilitation Order (as defined below) nor Consent Rehabilitation Order (as defined below) shall have been
issued), no payment will be made under the notes (except for such amounts which shall have become due and
payable, other than solely by way of acceleration, prior to the occurrence of a Subordination Event) unless and
until (i) in the case of Subordination Event (a), all Senior Indebtedness appearing on the final distribution list
prepared by the administrator for the final distribution of bankruptcy assets pursuant to the Bankruptcy Act of
Japan (Act No. 75 of 2004, as amended) or any successor legislation thereto, or the Bankruptcy Act, is paid in
full or provision has been made for the payment in full thereof pursuant to the Bankruptcy Act, (ii) in the case of
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Subordination Event (b), all Senior Indebtedness appearing in the plan of reorganization, at the date such plan has
become final and conclusive after approval by a court of competent jurisdiction in Japan, as our indebtedness,
subject to modification of such plan, is paid in full to the extent of the original amount of such indebtedness
without regard to such modification, (iii) in the case of Subordination Event (c), all Senior Indebtedness
appearing in the plan of rehabilitation, at the date such a plan has become final and conclusive after approval by a
court of competent jurisdiction in Japan, as our indebtedness, subject to modification in such plan, is paid in full
to the extent of the original amount of such indebtedness without regard to such modification or (iv) in the case
of Subordination Event (d), conditions equivalent to those set out in (i), (ii) or (iii) above have been fulfilled;
provided that, notwithstanding any provision herein to the contrary, if the imposition of any such condition is not
allowed under such proceedings, any amount which becomes due under the notes shall become payable in
accordance with the Conditions for Payment set forth in the Indenture and not subject to such impermissible
condition.
The rights of the holders of the notes will be reinstated with respect to any payments made to holders that
are subsequently avoided in the bankruptcy, reorganization or rehabilitation, as though such payments had not
been made.
We shall make no amendment or modification to the subordination provisions contained in the Indenture
that is prejudicial to any present or future creditor in respect of any of our Senior Indebtedness. No such
amendment or modification shall in any event be effective against any such creditor.
A holder of a note by his acceptance thereof shall thereby agree that if any payment is made to the holder of
such note with respect to a payment obligation that did not become due and payable prior to the occurrence of a
Subordination Event and the amount of such payment shall exceed the amount, if any, that should have been paid
to such holder (upon the proper application of the subordination provision of the notes), the payment of such
excess amount shall be deemed null and void and such holder shall be obliged to return the amount of the excess
payment within ten days after receiving notice of the excess payment, and shall also thereby agree that upon the
occurrence of a Subordination Event and so long as such Subordination Event shall continue, such holder shall
not exercise any right to set off any of our liabilities under the notes (except for such amounts which shall have
become due and payable, other than solely by way of acceleration, prior to the occurrence of a Subordination
Event) against any liabilities of such holder owed to us unless, until and only in such amount as our liabilities
under the notes become payable pursuant to the proper application of the subordination provisions of the notes.
"Consent Rehabilitation Order" means a decision of a court of competent jurisdiction under Article 217,
Paragraph (1) of the Civil Rehabilitation Act to the effect that the procedures for the investigation and
confirmation of civil rehabilitation claims as defined in Article 84 of the Civil Rehabilitation Act and the
resolution of a civil rehabilitation plan shall be omitted.
"Senior Indebtedness" means all our liabilities (including, for the avoidance of doubt, statutory subordinated
bankruptcy claims (retsugoteki hasan saiken), as defined under the Bankruptcy Act) other than (i) liabilities
under the notes which shall not have become due and payable prior to the occurrence of a Subordination Event,
(ii) liabilities under the notes which shall have become due and payable solely by way of acceleration prior to
such date and (iii) other liabilities ranking pari passu with, or junior to, the notes.
"Subordination Event" means any one of the following events:
(a) a court of competent jurisdiction in Japan shall have adjudicated us to be bankrupt pursuant to the
provisions of the Bankruptcy Act;
(b) a court of competent jurisdiction in Japan shall have commenced reorganization proceedings with
respect to us pursuant to the provisions of the Corporate Reorganization Act of Japan (Act No. 154 of 2002
as amended), or the Reorganization Act;
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(c) a court of competent jurisdiction in Japan shall have commenced civil rehabilitation proceedings
with respect to us pursuant to the provisions of the Civil Rehabilitation Act of Japan (Act No. 225 of 1999
as amended) or any successor legislation thereto, or the Civil Rehabilitation Act; or
(d) we shall have become subject to bankruptcy, corporate reorganization, civil rehabilitation or other
equivalent proceedings pursuant to any applicable law of any jurisdiction other than Japan, which
proceedings have an equivalent effect to those set out in (a), (b) or (c) above.
"Summary Rehabilitation Order" means a decision of a court of competent jurisdiction under Article 211,
Paragraph (1) of the Civil Rehabilitation Act to the effect that the procedures for the investigation and
confirmation of civil rehabilitation claims as defined in Article 84 of the Civil Rehabilitation Act shall be
omitted.
For the avoidance of doubt, in the course of any potential bankruptcy proceedings pursuant to the
Bankruptcy Act, claims of the holders of the notes (other than claims that shall have become due and payable,
other than by way of acceleration, prior to the occurrence of a Subordination Event) will rank junior in priority to
statutory subordinated bankruptcy claims (retsugoteki hasan saiken), as defined in the Bankruptcy Act, in any
distributions in such bankruptcy proceedings. Statutory subordinated bankruptcy claims will constitute Senior
Indebtedness.
As a consequence of the subordination provisions in the notes, in the event of the occurrence of a
Subordination Event, the holders of the notes may recover less ratably than the holders of our unsubordinated
liabilities. Holders of the notes may be required to pursue their claims with respect to the notes in Japan. To the
extent that holders of the notes are entitled to any recovery with respect to the notes in any Japanese action or
proceeding, such holders might not be entitled in such an action or proceeding to a recovery in U.S. dollars and
might be entitled in such an action or proceeding only to a recovery in Japanese yen. We have agreed pursuant to
the terms of the Indenture to indemnify the holders of the notes against certain losses incurred as a result of any
judgment or order being given or made for any amount due under the notes and such judgment or order being
expressed and paid in a currency other than U.S. dollars. See "Description of the Debt Securities--
Indemnification of Judgment Currency" in the accompanying prospectus.
Any amounts due under this indemnification and any additional amounts due in respect of Japanese
withholding taxes as provided by the terms of the notes will be subordinated in right of payment in any such
proceeding. See "Description of the Debt Securities--Taxation and Additional Amounts" in the accompanying
prospectus. Pursuant to the provisions of the Bankruptcy Act, Reorganization Act or Civil Rehabilitation Act, the
holders of our liabilities (both subordinated and unsubordinated) will be required to file a notice of claim in Japan
upon the occurrence of a Subordination Event. Upon the expiration of the period for filing such notices, based on
the notices filed and our records, an official list of liabilities that will be entitled to receive distribution in a
bankruptcy, reorganization proceeding or rehabilitation proceeding will be determined pursuant to the provisions
of the Bankruptcy Act, the Reorganization Act or the Civil Rehabilitation Act.
As of March 31, 2021, we had ¥989.4 billion in outstanding subordinated indebtedness which, upon the
occurrence of a Subordination Event, would rank pari passu with the obligations under the notes. As of
March 31, 2021, we had ¥30,891.5 billion in indebtedness on a consolidated basis. Neither the Indenture nor the
notes contain any limitations on the amount of Senior Indebtedness or other liabilities that we may hereafter
incur or assume (including through guarantee obligations) or on the amount of indebtedness or other liabilities
that our subsidiaries may hereafter incur.
Principal, Maturity and Interest for the Notes
We expect to issue subordinated notes with the initial aggregate principal amount and maturity date set forth
in the applicable pricing term sheet and described on the cover page of this prospectus supplement and under
"Prospectus Supplement Summary--The Offering." Principal in respect of the notes will be repaid at maturity at
a price of 100% of the principal amount unless the notes are previously redeemed or otherwise cancelled.
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Interest on the notes will accrue at the rate per annum, and from the date, set forth in the applicable pricing
term sheet and described on the cover page of this prospectus supplement and under "Prospectus Supplement
Summary--The Offering." We will pay interest on the notes semiannually in arrears on the dates set forth in the
applicable pricing term sheet and described on the cover page of this prospectus supplement and under
"Prospectus Supplement Summary--The Offering," to the persons in whose names the notes are registered as of
the close of business on the fifteenth day before the interest payment date (whether or not a business day).
Interest on the notes will be paid to but excluding the relevant interest payment date. We will compute interest on
the notes on the basis of a 360-day year consisting of twelve 30-day months.
Our obligations to make payments of principal of or interest on the notes are subject to the subordination
provisions and the non-viability loss absorption provisions described herein under "--Subordination" and
"--Write-Down upon a Non-Viability Event," respectively.
We will pay the principal of and interest on the notes in U.S. dollars or in such other coin or currency of the
United States as at the time of payment is legal tender for the payment of public and private debts.
If any payment is due on the notes on a day that is not a business day, we will make payment on the date
that is the next succeeding business day. Payments postponed to the next succeeding business day in this
situation will be treated as if they were made on the original due date. Postponement of this kind will not result in
a default under the notes, and no interest will accrue on the postponed amount from the original due date to the
next succeeding business day.
All payments in respect of the notes will be subject in all cases to any applicable fiscal laws or other laws
and regulations, and, except as described in "Description of the Debt Securities--Taxation and Additional
Amounts" in the accompanying prospectus, no additional amounts will be payable as a result of the withholding
or deduction of any taxes or duties of whatever nature imposed or levied as a result of such laws or regulations.
Redemption for Taxation Reasons
The notes may be redeemed at our option, in whole, but not in part, at any time, subject to prior
confirmation of the FSA (if such confirmation is required under the Applicable Banking Regulations (as defined
below)), on giving not less than thirty (30) nor more than sixty (60) days' notice of redemption to the holders
(which notice shall be irrevocable and shall conform to all requirements with respect to such notice as set forth in
the Indenture) at a redemption price equal to 100% of the principal amount of the notes together with accrued
and unpaid interest to (but excluding) the date fixed for redemption and any additional amounts thereon, if (i) we
have been or will become obliged to pay additional amounts with respect to the notes as described in
"Description of the Debt Securities--Taxation and Additional Amounts" in the accompanying prospectus, or
(ii) there is more than an insubstantial risk that, for Japanese corporate tax purposes, any portion of the interest
payable on the notes is not or will not be deductible from our taxable income or is or will be required to be
deducted from the amount to be excluded from our taxable gross receipts, in each case of (i) and (ii) above, as a
result of any change in, or amendment to, the laws or regulations of Japan or any political subdivision or any
authority thereof or therein having power to tax, or any change in application or official interpretation of such
laws or regulations, which change or amendment becomes effective on or after the original issuance date of the
notes and such obligation cannot be avoided by the taking of reasonable measures available to us; provided, that
in the case of (i) above no such notice of redemption shall be given sooner than ninety (90) days prior to the
earliest date on which we would be obliged to pay such additional amounts were a payment then due in respect of
such notes. Prior to the publication of any notice of redemption pursuant to this paragraph, we shall deliver to the
trustee a certificate signed by an authorized officer stating that the conditions precedent to our right to so redeem
have been fulfilled and an opinion of independent legal or tax advisor of recognized standing to the effect that
(i) we have become or will be obliged to pay such additional amounts or (ii) there is more than an insubstantial
risk that, for Japanese corporate tax purposes, any portion of the interest payable on the notes is not or will not be
deductible from our taxable income or is or will be required to be deducted from the amount to be excluded from
our taxable gross receipts, as the case may be, as a result of such change or amendment.
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Redemption for Regulatory Reasons
The notes may be redeemed at our option, in whole, but not in part, at any time, subject to prior
confirmation of the FSA (if such confirmation is required under the Applicable Banking Regulations), on giving
not less than thirty (30) nor more than sixty (60) days' notice of redemption to the holders (which notice shall be
irrevocable and shall conform to all requirements with respect to such notice as set forth in the Indenture) at a
redemption price equal to 100% of the principal amount of the notes together with accrued and unpaid interest
(including additional amounts with respect thereto, if any) to (but excluding) the date fixed for redemption if, as a
result of any change in, or amendment to, the Applicable Banking Regulations, which change or amendment
becomes effective on or after the issuance date of the notes, we determine after consultation with the FSA that
there is more than an insubstantial risk that the notes will be fully excluded from our Tier 2 Capital under the
applicable standards set forth in the Applicable Banking Regulations and such exclusion cannot be avoided by us
through the taking of reasonable measures available to us. Prior to the publication of any notice of redemption
pursuant to this paragraph, we shall deliver to the trustee a certificate signed by an authorized officer stating that
the conditions precedent to our right to so redeem have been fulfilled.
"Tier 2 Capital" means, any and all items constituting Tier 2 capital, as defined in the Applicable Banking
Regulations.
"Applicable Banking Regulations" means, at any time, the capital adequacy regulations, public ministerial
announcements, guidelines and policies then in effect of the FSA or other governmental authority that are
applicable to us, including, without limitation, the Public Ministerial Announcement (kokuji (No. 20 of the FSA
Public Ministerial Announcement of 2006, as amended)).
Write-Down upon a Non-Viability Event
If a Non-Viability Event occurs, the notes will be subject to a "Write-Down" on the Write-Down Date,
automatically and without any additional action by us, the trustee, the agents or the holders of the notes.
Upon the Write-Down:
(i)
the full principal amount of each note, except for principal that has become due and payable prior to the
occurrence of the Non-Viability Event, will be permanently written down to zero and the notes will be
cancelled; and
(ii) the holders of the notes will be deemed to have irrevocably waived their right to claim or receive, and
will not have any rights against us, the trustee or the agents with respect to, payment of principal of or
interest on the notes (including additional amounts with respect thereto, if any), except for any
payments of principal or interest (including additional amounts with respect thereto, if any) that have
become due and payable prior to the occurrence of the Non-Viability Event.
Our obligations with respect to, and any claims for, the payment of principal of or interest on the notes
(including additional amounts with respect thereto, if any), except for payments of principal or interest (including
additional amounts with respect thereto, if any) that have become due and payable prior to the occurrence of the
Non-Viability Event, will be suspended from the occurrence of the Non-Viability Event until the Write-Down
Date.
Except for claims with respect to payments of principal of or interest on the notes (including additional
amounts with respect thereto, if any) that have become due and payable prior to the occurrence of the
Non-Viability Event, as described above, upon the occurrence of a Non-Viability Event, (a) the holders of the
notes shall have no rights whatsoever under the Indenture or the notes to take any action or enforce any rights or
to instruct the trustee to take any action or enforce any rights whatsoever, (b) except for any indemnity or
security provided by any holder in such instruction or related to such instruction, any instruction previously given
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to the trustee by any holders shall cease automatically and shall be deemed null and void and of no further effect,
(c) no holder may exercise, claim or plead any right of set-off, compensation or retention in respect of any
amount owed to it by us arising under, or in connection with, the notes and each holder of notes shall, by virtue
of its holding of any notes, be deemed to have irrevocably waived all such rights of set-off, compensation or
retention and (d) no holder will be entitled to make any claim in any bankruptcy, insolvency or liquidation
proceedings involving us or have any ability to initiate or participate in any such proceedings or do so through a
representative.
A "Non-Viability Event" will be deemed to have occurred when the Prime Minister of Japan, following
deliberation by Japan's Financial Crisis Response Council pursuant to the Deposit Insurance Act, confirms
(nintei) that "Specified Item 2 measures (tokutei dai nigo sochi)," which are the measures set forth in
Article 126-2, Paragraph 1, Item 2 of the Deposit Insurance Act (including any successor articles thereto), as then
in effect, need to be applied to us under circumstances where our liabilities exceed or are likely to exceed our
assets, or we have suspended or are likely to suspend payment of our obligations. See "Item 4. Information on the
Company--4.B. Business Overview--Regulations in Japan--Regulations for Stabilizing the Financial System--
Deposit Insurance System" in our annual report on Form 20-F for the fiscal year ended March 31, 2021, which is
incorporated by reference herein.
We shall, on the date of or as soon as practicable after the occurrence of a Non-Viability Event, deliver a
written notice, or a Write-Down Notice, to the holders of the notes through DTC and to the trustee and the
agents, confirming, among other things, the occurrence of such Non-Viability Event and the Write-Down Date.
Any failure or delay by us to provide a Write-Down Notice, shall not change or delay the effect of the occurrence
of the Non-Viability Event on our payment obligations under the notes.
The "Write-Down Date" means the date on which the Write-Down will become effective, as specified in the
relevant Write-Down Notice. The Write-Down Date shall be determined by us in consultation with the FSA and
any other supervisory authorities and shall be no less than one and no more than ten business days following the
date of the Write-Down Notice.
Following the receipt of a Write-Down Notice by DTC and the commencement of the Suspension Period,
DTC will suspend all clearance and settlement of the notes through DTC. Consequently, the holders of beneficial
interests in the notes will not be able to settle the transfer of any notes through DTC upon the commencement of
the Suspension Period, and any sale or other transfer of the notes that a holder may have initiated prior to the
commencement of the Suspension Period that is scheduled to settle during the Suspension Period will be rejected
by, and will not be settled within, DTC. See "Risk Factors--Risks Related to the Notes--Settlement activities of
the notes through DTC will be suspended following DTC's receipt of a Write-Down Notice specifying the
occurrence of a Non-Viability Event."
"Suspension Period" means the period commencing on the business day in New York immediately
following the date on which the relevant Write-Down Notice is received by DTC (except that such period may
commence on the second business day in New York immediately following the day on which the Write-Down
Notice is received by DTC, if DTC so determines in its discretion in accordance with its rules and procedures)
and ending on the Write-Down Date.
If any payment on a note is made to the holder of a note with respect to a payment obligation that did not
become due and payable prior to the occurrence of a Non-Viability Event, then the payment of such amount shall
be deemed null and void and the holder shall be obliged to return the amount of such payment within ten days
after receiving notice of the payment.
Under the Indenture, none of the trustee and the agents shall be under any duty to determine, monitor or
report whether a Non-Viability Event has occurred or circumstances exist which may lead to the occurrence of a
Non-Viability Event and will not be responsible or liable to the holders or any other person for any loss arising
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from any failure by it to do so. Unless and until the trustee and the agents receive a Write-Down Notice in
accordance with the terms of the Indenture, the trustee and each agent shall be entitled to assume that no
Non-Viability Event or other such event or circumstance has occurred or exists. The trustee and each agent shall
be entitled, without further enquiry and without liability to any holder or any other person, to rely on any Write-
Down Notice and each such Write-Down Notice shall be conclusive evidence of the occurrence of the
Non-Viability Event. Each of the trustee, the agents, DTC and any other relevant clearing system shall be entitled
without further enquiry and without liability to any holder or any other person to rely conclusively on any Write-
Down Notice, and the same shall be conclusive and binding on holders. Each holder shall be deemed to have
authorized, directed and requested the trustee and the paying agent to take any and all necessary action to give
effect to any loss absorption measure and any write-down following the occurrence of the Non-Viability Event.
So long as the notes are held in global form, neither the trustee nor the agents nor any common depository nor
any registered holder thereof shall, in any circumstances, be responsible or liable to the holders or any other
person for any act, omission or default by DTC or any other relevant clearing system, or its respective
participants, members, any broker-dealer or any other relevant third party with respect to the notification and/or
implementation of any Write Down by any of them in respect of such notes.
Events of Acceleration; Limited Rights of Acceleration
An Event of Acceleration with respect to the notes means the occurrence and continuation of a
Subordination Event. If an Event of Acceleration has occurred and is continuing, and provided that a
Non-Viability Event has not occurred, the trustee or the holders of not less than 25% in aggregate principal
amount of the notes may, by written notice to us and the trustee (if given by the holders), declare the principal of
and all interest then accrued on the notes to be forthwith due and payable upon receipt of such notice by us and, if
applicable, the trustee. At any time after such a declaration of acceleration has been made and before a judgment
or decree for payment of the money due has been obtained by the trustee pursuant to the provisions of the
Indenture, the holders of a majority in principal amount of the notes, by written notice to us and the trustee, may
rescind and annul such declaration and its consequences provided certain conditions set forth in the Indenture
have been satisfied. Except as provided above, neither the trustee nor the holders of the notes will have any right
to accelerate any payment of principal or interest in respect of the notes.
If the holders of a majority in principal amount of the notes rescind and annul a declaration of acceleration
or if a court of competent jurisdiction shall (i) rescind or terminate a bankruptcy action with respect to us without
a distribution of assets pursuant to the Bankruptcy Act, (ii) rescind or terminate a reorganization proceeding with
respect to us without approving the plan of reorganization pursuant to the Reorganization Act or (iii) rescind or
terminate a rehabilitation proceeding without approving the plan of rehabilitation, or a Summary Rehabilitation
Order or Consent Rehabilitation Order is issued, pursuant to the Civil Rehabilitation Act, then such Event of
Acceleration shall have the same effect as if it had not occurred.
Pursuant to the Indenture, the trustee shall give notice by mail to the holders of the notes of all defaults
known to the trustee that have occurred with respect to the notes, provided that the trustee may, in certain limited
circumstances, withhold such notice. The trustee shall transmit the notice within 90 days of such occurrence,
unless the defaults have been cured before transmission of such notice.
The Trustee
The Bank of New York Mellon, a banking corporation organized and existing under the laws of the State of
New York with limited liability, will be the trustee for the notes. The trustee may, subject to certain conditions,
act as trustee for other securities issued by us or by our affiliates.
Paying Agent, Transfer Agent and Registrar
The Bank of New York Mellon, a banking corporation organized and existing under the laws of the State of
New York with limited liability, will initially act as paying agent, transfer agent and registrar for the notes. We
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may change the paying agent, transfer agent or registrar without prior notice to holders of the notes, and we or
any of our subsidiaries may act as paying agent, transfer agent or registrar.
Modification and Waiver
No amendment or modification which is prejudicial to any present or future creditor in respect of any Senior
Indebtedness shall be made to the subordination provision contained in the Indenture. In addition, any
amendment or modification to the principal terms of the notes is subject to prior confirmation of the FSA, if such
confirmation is required under the Applicable Banking Regulations.
We and the trustee may effect certain amendments or modifications to the Indenture or the notes with or
without the consent of holders, as the case may be, as described under "Description of the Debt Securities--
Modification and Waiver" in the accompanying prospectus.
Governing Law
The notes will be, and the Indenture is, governed by and construed in accordance with the laws of the State
of New York.
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