Obbligazione Danica Bank 2.75% ( XS0693226978 ) in EUR

Danica Bank

100 EUR ▼

Danimarca

XS0693226978 ( in EUR )

2.75% per anno ( pagato 1 volta l'anno)

19/10/2016 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Danske Bank XS0693226978 in EUR 2.75%, scaduta

100 000 EUR

1 000 000 000 EUR

Danske Bank è una banca danese con sede a Copenhagen, attiva in diversi paesi del Nord Europa e con una presenza internazionale significativa.

The Obbligazione issued by Danica Bank ( Denmark ) , in EUR, with the ISIN code XS0693226978, pays a coupon of 2.75% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 19/10/2016

SAMPO HOUSING LOAN BANK PLC
(incorporated with limited liability in Finland)
5,000,000,000
Euro Medium Term Covered Note Programme
_________________________________________________
This base prospectus (the "Base Prospectus") describes the 5,000,000,000 Euro Medium Term Covered Note Programme (the
"Programme") of Sampo Housing Loan Bank plc (the "Issuer"). Any Notes (as defined below) issued under the Programme on or
after the date of this Base Prospectus are issued subject to the provisions described herein. This does not affect any Notes already in
issue.
Under this Programme the Issuer may from time to time issue covered notes (the "Notes") denominated in any currency agreed
between the Issuer and the relevant Dealer (as defined below).
The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed
5,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement described herein), subject
to increase in accordance with the terms of the Programme Agreement.
The Notes may be issued on a continuing basis to one or more of the Dealers specified under "Overview of the Programme" and any
additional Dealer appointed under the Programme from time to time by the Issuer (each, a "Dealer" and, together, the "Dealers"),
which appointment may be for a specific issue or on an ongoing basis. References in this Base Prospectus to the "relevant Dealer"
shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to
subscribe such Notes.
The Issuer expects to merge into Sampo Bank plc (the "Merger") and Sampo Bank plc will be the surviving entity. It is currently
expected that the Merger will take place at the earliest in September 2011. In accordance with Condition 9.3, if the Merger becomes
effective, Sampo Bank plc will assume the obligations of the Issuer under the Notes, Receipts and Coupons (as applicable) including
any additional amounts. Although the Issuer currently expects the Merger to take place, no assurance is given by the Issuer in respect
thereof.
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent
authority under the Luxembourg Act dated 10 July 2005 on prospectuses for securities to approve this document as a base
prospectus. Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be
admitted to trading on the Luxembourg Stock Exchange's regulated market and to be listed on the Official List of the Luxembourg
Stock Exchange. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the Markets in
Financial Instruments Directive (Directive 2004/39/EC).
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other
terms and conditions not contained herein which are applicable to each Tranche of Notes (as defined under "Terms and Conditions of
the Notes") will be set out in a final terms document (the "Final Terms") which, with respect to Notes to be listed on the Luxembourg
Stock Exchange, will be filed with the CSSF.
The Programme provides that Notes may be listed on such other or further stock exchange(s) as may be agreed between the Issuer
and the relevant Dealer. The Issuer may also issue unlisted Notes.
The Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes
herein, in which event a prospectus supplement, if appropriate, will be made available which will describe the effect of the agreement
reached in relation to such Notes.
Particular attention is drawn to the section herein entitled "Risk Factors".
__________________________________________________________
Arrangers and Dealers
BNP PARIBAS
DANSKE BANK
The date of this Base Prospectus is 24 November 2010
.

The Issuer, having taken all reasonable care to ensure that such is the case, confirms that the information contained in this
Base Prospectus is, to the best of its knowledge, in accordance with the facts and does not omit anything likely to affect its
import. The Issuer accepts responsibility accordingly.
This Base Prospectus constitutes a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the "Prospectus
Directive") and has been prepared for the purpose of giving information with regards to the Issuer which is to enable
investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of
the Issuer. In relation to each separate issue of Notes, the final offer price and the amount of such Notes will be determined
by the Issuer and the relevant Dealer in accordance with prevailing market conditions at the time of the issue of the Notes
and will be set out in the applicable Final Terms.
Subject as provided in the applicable Final Terms, the only persons authorised to use this Base Prospectus in connection
with an offer of Notes are the persons named in the applicable Final Terms as the relevant Dealer or the Managers, as the
case may be.
The Issuer has confirmed that the information contained in this Base Prospectus is true and accurate in all material respects
and not misleading in any material respect; that the opinions and intentions expressed herein are honestly held; that there
are no other facts in relation to the information contained or incorporated by reference in this Base Prospectus the omission
of which would, in the context of the issue of the Notes, make any statement herein or opinions or intentions expressed
herein misleading in any material respect; and that all reasonable enquiries have been made to verify the foregoing. None of
the Arrangers (in such capacity), the Dealers and the Note Trustee has independently verified the information contained
herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability
is accepted by the Arrangers, the Dealers or the Note Trustee as to the accuracy or completeness of the information
contained or incorporated in this Base Prospectus or any other information provided by the Issuer in connection with the
Programme. None of the Arrangers (in such capacity), the Dealers and the Note Trustee accepts any liability in relation to the
information contained or incorporated by reference in this Base Prospectus or any other information provided by the Issuer
in connection with the Programme.
No person is or has been authorised by the Issuer, the Arrangers, any of the Dealers or the Note Trustee to give any
information or to make any representation not contained in or not consistent with this Base Prospectus or any other
information supplied in connection with the Programme or the Notes and, if given or made, such information or
representation must not be relied upon as having been authorised by the Issuer, the Arrangers, any of the Dealers or the
Note Trustee.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or any Notes (a) is
intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the
Issuer, the Arrangers, any of the Dealers or the Note Trustee that any recipient of this Base Prospectus or any other
information supplied in connection with the Programme or any Notes should purchase any Notes. Each investor
contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs,
and its own appraisal of the creditworthiness, of the Issuer and the Cover Pool (as defined in "Structure Overview"). Neither
this Base Prospectus nor any Final Terms nor any other information supplied in connection with the Programme or the issue
of any Notes constitutes an offer or invitation by or on behalf of the Issuer, the Arrangers, any of the Dealers or the Note
Trustee to any person to subscribe for or to purchase any Notes.
Neither the delivery of this Base Prospectus or any Final Terms nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained herein concerning the Issuer is correct at any time subsequent to the
date hereof or the date upon which this Base Prospectus has been most recently amended or supplemented or that any
other information supplied in connection with the Programme is correct as of any time subsequent to the date indicated in
the document containing the same. The Arrangers, the Dealers and the Note Trustee expressly do not undertake to review
the financial condition or affairs of the Issuer during the life of the Programme or to advise any investor in the Notes of any
information coming to their attention. Investors should review, inter alia, the documents incorporated by reference into this
Base Prospectus when deciding whether or not to purchase any Notes.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended, (the
"Securities Act") and are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold
or delivered within the United States or to, or for the account or benefit of, U.S. persons (see "Subscription and Sale").
This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any jurisdiction to
any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction. The distribution of this Base
Prospectus and the offer, sale or delivery of Notes may be restricted by law in certain jurisdictions. The Issuer, the
Arrangers, the Dealers and the Note Trustee do not represent that this Base Prospectus may be lawfully distributed, or that
any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such
jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such
distribution or offering. In particular, no action has been taken by the Issuer, the Arrangers, the Dealers or the Note Trustee
which is intended to permit a public offering of any Notes or distribution of this Base Prospectus in any jurisdiction where
action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Base
Prospectus nor any advertisement or other offering material may be distributed or published in any jurisdiction, except
under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession
this Base Prospectus or any Notes may come must inform themselves about, and observe, any such restrictions on the
distribution of this Base Prospectus and the offering and sale of Notes. In particular, there are restrictions on the distribution
of this Base Prospectus and the offer or sale of Notes in the United States, the European Economic Area, the United
Kingdom, Finland, the Netherlands, France, Italy and Japan (see "Subscription and Sale").
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This Base Prospectus has been prepared on the basis that any offer of Notes in any Member State of the European
Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State") will be made pursuant to
an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to
publish a prospectus for offers of Notes. Accordingly any person making or intending to make an offer in that Relevant
Member State of Notes which are the subject of an offering contemplated in this Base Prospectus as completed by final
terms in relation to the offer of those Notes may only do so in circumstances in which no obligation arises for the Issuer or
any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to
Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any Dealer have
authorised, nor do they authorise, the making of any offer of Notes in circumstances in which an obligation arises for the
Issuer or any Dealer to publish or supplement a prospectus for such offer.
All references in this document to "euro" and "" refer to the currency introduced at the start of the third stage of European
economic and monetary union pursuant to the Treaty on the functioning of the European Union, as amended.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the Stabilisation Manager(s) (or
persons acting on behalf of any Stabilisation Manager(s)) in the applicable Final Terms may over allot Notes or effect
transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail.
However, there is no assurance that the Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation
Manager(s)) will undertake stabilising action. Any stabilisation action may begin on or after the date on which adequate
public disclosure of the offer of the relevant Tranche of Notes is made and, if begun, may be ended at any time, but it must
end no later than the earlier of 30 days after the Issue Date of the relevant Tranche of Notes and 60 days after the date of
allotment of the relevant Tranche of Notes. Any stabilisation action or over-allotment must be conducted by the relevant
Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and
rules.
3

CONTENTS
Page
STRUCTURE OVERVIEW ........................................................................................................... 5
OVERVIEW OF THE PROGRAMME ........................................................................................... 8
RISK FACTORS ........................................................................................................................ 15
DOCUMENTS INCORPORATED BY REFERENCE .................................................................. 29
FORM OF THE NOTES ............................................................................................................. 31
PRO FORMA FINAL TERMS..................................................................................................... 33
TERMS AND CONDITIONS OF THE NOTES............................................................................ 47
USE OF PROCEEDS................................................................................................................. 79
DESCRIPTION OF THE ISSUER............................................................................................... 80
DESCRIPTION OF THE LOAN ORIGINATOR AND SERVICER............................................... 82
DESCRIPTION OF THE SALE AND SERVICING DOCUMENTS.............................................. 86
CHARACTERISTICS OF THE QUALIFYING COVER POOL ASSETS ..................................... 89
ACT ON MORTGAGE CREDIT BANK OPERATIONS .............................................................. 92
INTEREST RATE SWAPS ......................................................................................................... 98
SERIES 2 ASSET TESTS.........................................................................................................100
TAXATION................................................................................................................................104
SUBSCRIPTION AND SALE ....................................................................................................106
GENERAL INFORMATION.......................................................................................................110
4

STRUCTURE OVERVIEW
Structure Diagram
Noteholders/Note Trustee
Notes
Note Proceeds
Consideration
Sampo
Interest Rate
Sampo Bank plc1
Housing Loan Bank
Mortgage Loans
Swap Providers
(Seller)
plc (Issuer)1
Sampo Bank plc1
Eligible Bank
Supplementary
(Servicer)
Collateral
Eligible Cash
Mortgage Loans
1
If the Merger (as defined on page 1 of this Base Prospectus) takes place, Sampo Bank plc will be the surviving entity. It is
currently expected that the Merger will take place at the earliest in September 2011. In accordance with Condition 9.3, if the
Merger becomes effective, Sampo Bank plc will assume the obligations of the Issuer under the Notes, Receipts and
Coupons (as applicable) including any additional amounts. Although the Issuer currently expects the Merger to take place,
no assurance is given by the Issuer in respect thereof.
Structure Overview
·
Programme: Under the terms of the Programme, the Issuer will issue Notes to Noteholders on
each Issue Date. The Notes will be direct, unconditional and unsubordinated obligations of the
Issuer and rank pari passu among themselves and with all other Series of Notes issued by the
Issuer under the Programme with equal priority among the Notes to receive payment out of the
statutory priority interest under the Act on Mortgage Credit Bank Operations (Laki
kiinnitysluottopankkitoiminnasta 688/2010), as amended from time to time (the "MCBA").
·
The Note Proceeds: The net proceeds from each issue of Notes will be applied by the Issuer
towards funding its lending activities in accordance with the MCBA, and the Issuer's general
business principles as outlined in "Description of the Issuer" below (including, without limitation, the
financing or refinancing of the acquisition of mortgage loans from Sampo Bank plc and the
refinancing of previous issues of Notes under the Programme).
Up to 20 per cent. (or such larger amount as may be approved by the Finnish Financial Supervisory
Authority (the "FIN-FSA") on the application of the Issuer for a specific reason and for a specified
period of time), of the aggregate amount of all the collateral in the Cover Pool (as defined below)
may temporarily consist of supplementary collateral, as defined in the MCBA, including: (i) bonds
5

and other debt obligations issued by a central government, a municipality or another public-sector
entity or a credit institution (other than one belonging to the same consolidated group as the
Issuer); (ii) guarantees granted by a public-sector entity or a credit institution referred to in (i)
above; (iii) credit insurance given by an insurance company other than one belonging to the same
"group", as defined in the Act on Supervision of Finance and Insurance Groups (Laki rahoitus- ja
vakuutusryhmittymien valvonnasta 699/2004, as amended), as the Issuer; or (iv) assets of the
issuer deposited in the Bank of Finland or a deposit bank (other than one belonging to the same
consolidated group as the Issuer). However, the aggregate amount of notes or other debt
instruments issued by credit institutions, guarantees given by credit institutions and deposits with
credit institutions may not exceed 15 per cent. of the aggregate amount of all collateral in the Cover
Pool. Supplementary collateral is only permitted where eligible mortgage loans have not yet been
granted or registered as collateral for the Notes or the total amount of collateral does not fulfill the
provisions provided for in Sections 16 and 17 of the MCBA.
The Issuer may from time to time also enter into interest rate swaps with various swap providers to
hedge against differences between (a)(i) the interest rates applicable to the mortgage loans
included in the Cover Pool, (ii) the interest rates applicable to the cash accounts of the Issuer and
(iii) the interest rates applicable to the supplementary collateral from time to time held by, or on
behalf of, the Issuer and (b) the interest rates applicable to Notes issued under the Programme
from time to time.
·
Statutory priority: The Notes will be covered in accordance with the MCBA and will therefore
benefit from and rank pari passu among themselves and with the receivables of swap
counterparties and the providers of bankruptcy liquidity loans with respect to statutory priority over
certain assets of the Issuer conferred by the MCBA (the "Cover Pool") (see "Act on Mortgage
Credit Bank Operations" below). To the extent that claims of the Note Trustee (on behalf of the
Noteholders) in relation to Notes, receivables of the swap counterparties and claims of the
providers of bankruptcy liquidity loans are not met out of the Cover Pool, the residual claims of such
creditors will rank pari passu with the unsecured and unsubordinated obligations of the Issuer.
·
Cash Flows: The Issuer will apply the issue proceeds of Notes issued from time to time under the
Programme in the manner set out under "The Note Proceeds" above. The Issuer will service its
payment obligations under the Notes by applying monies received by or on behalf of the Issuer
from time to time in respect of the mortgage loans, cash, supplementary collateral and other assets
of the Issuer (including amounts received by the Issuer from time to time under any interest rate
swaps entered into by the Issuer).
·
Asset Tests and Additional Test: The Programme provides that the assets of the Issuer are subject
to asset coverage tests in respect of the Notes (see "Maintenance of Portfolio" and "Characteristics
of the Qualifying Cover Assets Pool" below).
For so long as any of the Series 2 Notes (as defined in Condition 9.1) remains outstanding, the
Notes will be covered by the same Cover Pool as the Series 2 Notes. To ensure contractual parity
with the Series 2 Notes, if the Series 2 Notes become due and repayable pursuant to Condition 9.1
of the terms and conditions of the Series 2 Notes, all Programme Notes shall automatically become
immediately due and repayable at their Early Redemption Amount, together with accrued but
unpaid interest (if any) to the date of repayment (the "Cross-Default"). The key effect of the Cross-
Default is that, for so long as any of the Series 2 Notes remains outstanding, the Noteholders of
any Series issued after the date of this Base Prospectus will receive the benefit of, inter alia, the
covenants (including the Series 2 Asset Tests (as defined and set out in "Series 2 Asset Tests"))
and events of default in the Series 2 Notes (the "Series 2 Events of Default").
At any time after all Programme Notes have become immediately due and repayable pursuant to
Condition 9.1 (pursuant to the Cross-Default) and have not been repaid, the Note Trustee may, at
its discretion and without further notice, take such action against the Issuer as it may think fit to
6

enforce repayment thereof together with accrued but unpaid interest and to enforce the provisions
of the Trust Deed, subject to the provisions of Condition 9.
7

OVERVIEW OF THE PROGRAMME
The following overview does not purport to be complete and is taken from, and is qualified in its entirety by,
the remainder of this Base Prospectus and, in relation to the terms and conditions of any particular Series
of Notes, the applicable Final Terms. This overview should be read as an introduction to this Base
Prospectus and any decision to invest in Notes of a particular Series should be based on consideration by
the investor of this Base Prospectus as a whole, including the documents incorporated by reference,
together with the applicable Final Terms. Words and expressions defined in "Form of the Notes" and
"Terms and Conditions of the Notes" shall have the same meanings in this overview.
This overview constitutes a general description of the Programme for the purposes of Article 22.5(3) of
Commission Regulation (EC) No 809/2004 implementing the Prospectus Directive.
Issuer:
Sampo Housing Loan Bank plc, a mortgage bank
(kiinnitysluottopankki) incorporated in Finland with limited liability under
registration number 1579488-6.
Loan Originator and Servicer:
Sampo Bank plc, a bank incorporated in Finland with limited liability
under registration number 1730744-7.
Risk Factors:
There are certain factors that may affect the Issuer's ability to fulfil its
obligations under Notes issued under the Programme. These are set
out under "Risk Factors" below and include risks relating to the Issuer,
its operations, its industry, general economic conditions and other
business conditions. In addition, there are certain factors which are
material for the purpose of assessing the market risks associated with
Notes issued under the Programme. These are set out under "Risk
Factors" and include the fact that the Notes may not be a suitable
investment for all investors, certain risks relating to the structure of
particular Series of Notes and certain market risks.
Description:
Euro Medium Term Covered Note Programme.
Arrangers:
BNP PARIBAS and Danske Bank A/S.
Dealers:
BNP PARIBAS and Danske Bank A/S and any other Dealers
appointed in accordance with the Programme Agreement.
Note Trustee:
The Bank of New York Mellon at One Canada Square, London E14
5AL.
Issuing and Principal Paying
The Bank of New York Mellon at One Canada Square, London E14
Agent:
5AL.
Certain Restrictions:
Each issue of Notes denominated in a currency in respect of which
particular laws, guidelines, regulations, restrictions or reporting
requirements apply will only be issued in circumstances which comply
with such laws, guidelines, regulations, restrictions or reporting
requirements from time to time (see "Subscription and Sale") including
the following restrictions applicable at the date of this Base
Prospectus.
8

Notes having a maturity of less than one year
Notes having a maturity of less than one year will, if the proceeds of
the issue are accepted in the United Kingdom, constitute deposits for
the purposes of the prohibition on accepting deposits contained in
Section 19 of the Financial Services and Markets Act 2000 unless they
are issued to a limited class of professional investors and have a
denomination of at least £100,000 or its equivalent, see "Subscription
and Sale".
Programme Size:
Up to 5,000,000,000 (or its equivalent in other currencies calculated
as described in the Programme Agreement) outstanding at any time.
The Issuer may increase the amount of the Programme in accordance
with the terms of the Programme Agreement.
Distribution:
Notes may be distributed outside the United States to, or for the
account or benefit of, persons other than U.S. persons (as such terms
are defined in Regulation S under the Securities Act 1933, as
amended) by way of private or public placement and in each case on a
syndicated or non-syndicated basis.
Currencies:
Any currency agreed between the Issuer and the relevant Dealer.
Redenomination:
The applicable Final Terms may provide that certain Notes may be
redenominated in euro. The relevant provisions applicable to any such
redenomination are contained in Condition 3.
Maturities:
Such maturities as may be agreed between the Issuer and the relevant
Dealer.
Each Series of Notes will mature on the Maturity Date specified in the
Final Terms relating thereto, unless the Issuer fails to redeem all of the
Notes relating to such Series in full on the Maturity Date (or within two
Payment Days thereafter) in which event the maturity of the
outstanding principal amount of each Note of such Series not
redeemed in full on the Maturity Date (or within two Payment Days
thereafter) will automatically extend to the earlier of the Monthly
Extended Maturity Date on which such Note is redeemed in full and
the Final Extended Maturity Date (each as defined in Condition 6.2).
The Issuer may redeem all or any part of the outstanding principal
amount of a Series of Notes on the Maturity Date and/or on any
Monthly Extended Maturity Date (as defined in Condition 6.2) up to
and including the Final Extended Maturity Date. The Final Extended
Maturity Date will be the date falling 365 calendar days after the
Maturity Date specified in the Final Terms relating to the relevant
Series.
Issue Price:
Notes may be issued on a fully-paid or a partly-paid basis and at an
issue price which is at par or at a discount to, or premium over, par.
Form of Notes:
The Notes will be issued in bearer form as described in "Form of the
Notes".
Interest:
Unless otherwise specified in the applicable Final Terms:
9

(a)
the Notes will bear interest from and including the Interest
Commencement Date to but excluding the Maturity Date at the
rates specified in the Final Terms; and
(b)
if the maturity of the outstanding principal amount of a Series
of Notes is extended in accordance with Condition 6.2, each
such Note will bear interest on its outstanding principal amount
from and including the Maturity Date to but excluding the
earlier of the Monthly Extended Maturity Date on which such
Note is redeemed in full and the Final Extended Maturity Date
(each as defined in Condition 6.2) and such interest will be
payable monthly in arrear on each Extended Interest Payment
Date (as defined in Condition 4.3) up to and including the Note
Maturity Date at the annual rate equal to the Euro-zone
inter-bank offered rate for one month deposits in euro plus a
margin equal to the Extended Interest Relevant Margin (as
defined in Condition 4.3), or such other rate as may be
specified in the applicable Final Terms.
Fixed Rate Notes:
Fixed interest will be payable on such date or dates as may be agreed
between the Issuer and the relevant Dealer and on redemption and will
be calculated on the basis of such Day Count Fraction as may be
agreed between the Issuer and the relevant Dealer.
Floating Rate Notes:
Floating Rate Notes will bear interest at a rate determined:
(a)
on the same basis as the floating rate under a notional interest
rate swap transaction in the relevant Specified Currency
governed by an agreement incorporating the 2006 ISDA
Definitions (as published by the International Swaps and
Derivatives Association, Inc., and as amended and updated as
at the Issue Date of the first Tranche of the Notes of the
relevant Series); or
(b)
on the basis of a reference rate appearing on the agreed
screen page of a commercial quotation service; or
(c)
on such other basis as may be agreed between the Issuer and
the relevant Dealer.
The margin (if any) relating to such floating rate will be agreed
between the Issuer and the relevant Dealer for each Series of Floating
Rate Notes.
Index Linked Notes:
Payments of principal in respect of Index Linked Redemption Notes or
of interest in respect of Index Linked Interest Notes will be calculated
by reference to such index and/or formula or to changes in the prices
of securities or commodities or to such other factors as the Issuer and
the relevant Dealer may agree.
10