Obligation Swiss Credit 0% ( XS0057876459 ) en USD

Swiss Credit

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Suisse

XS0057876459 ( en USD )

14/12/2020 - Obligation échue

Prospectus brochure de l'obligation Credit Suisse XS0057876459 en USD 0%, échue

Credit Suisse était une grande banque suisse, active dans la gestion de fortune, l'investissement bancaire et les services financiers, avant sa prise de contrôle par UBS en mars 2023 suite à une crise de confiance.

Le présent article se penche sur une obligation spécifique, identifiée par le code ISIN XS0057876459, émise par Credit Suisse, une institution financière suisse de renommée mondiale et acteur majeur sur les marchés capitaux internationaux. Cet instrument de dette, libellé en dollars américains (USD) et émis depuis la Suisse, se distinguait par un taux d'intérêt nul, la classifiant comme une obligation à coupon zéro. Sa date d'échéance était fixée au 14 décembre 2020, et conformément à ses termes contractuels, elle a été intégralement remboursée à sa valeur nominale de 100% sur le marché à cette date, marquant ainsi la complétion de son cycle de vie et son retrait des portefeuilles d'investissement.

PROSPECTUS
C R E D I T SUISSE F I N A N C I A L PRODUCTS
Registered as unlimited in England under No. 2500199
U.S.$81,280,640
Zero Coupon Subordinated Bonds due 2020-2021
The issue of U.S.$81,280,640 in principal amount of Zero Coupon Subordinated Bonds due 2020-2021 (the
"Bonds") comprises six non-fungible tranches of U.S.$13,122,560, U.S.$18,039,120, U.S.$14,862,080,
U.S.$4,898,880, U.S.$9,090,320 and U.S.$21,267,680, respectively, in principal amount (the "Tranche A
Bonds", the "Tranche B Bonds", the "Tranche C Bonds", the "Tranche D Bonds", the "Tranche E Bonds" and
the "Tranche F Bonds", respectively and each, a "Tranche") of Bonds. The issue price of the Tranche A Bonds is
20.662 per cent. of their principal amount, of the Tranche B Bonds is 20.129 per cent. of their principal amount, of
the Tranche C Bonds is 18.484 per cent. of their principal amount, of the Tranche D Bonds is 20.851 per cent. of
their principal amount, of the Tranche E Bonds is 20.290 per cent. of their principal amount and of the Tranche F
Bonds is 19.201 per cent. of their principal amount.
Payments on the Bonds will be made without withholding or deduction for or on account of United Kingdom taxes
as described under "Terms and Conditions of the Bonds -- Taxation".
The Bonds will be redeemed in Instalment Amounts (as defined herein) on each Instalment Date (as defined
herein). The date for the payment of the final Instalment Amount in respect of the Tranche A Bonds, the Tranche B
Bonds, the Tranche D Bonds and the Tranche E Bonds is 15th December, 2020 and in respect of the Tranche C
Bonds and the Tranche F Bonds is 15th December, 2021. The Bonds of each Tranche may be redeemed before the
relevant date for payment of the final Instalment Amount in respect thereof, in whole but not in part, at the option
of Credit Suisse Financial Products (the "Issuer") in the event of certain changes affecting taxes in the United
Kingdom as more fully described under "Terms and Conditions of the Bonds -- Redemption and Purchase".
Application has been made to list the Bonds on the Luxembourg Stock Exchange.
Restrictions have been imposed on offers and sales of the Bonds and on the distribution of documents relating
thereto in the United States of America and the United Kingdom. In particular, except in the limited circumstances
stated herein, Bonds may not be purchased by or for the benefit of a person who is a U.S. person (as defined in
Regulation S under the Securities Act of 1933 of the United States of America) (a "U.S. Person") or a United
States resident (for purposes of the Investment Company Act of 1940 of the United States of America) (a "U.S.
Resident") and, except in the limited circumstances stated herein, U.S. Persons or U.S. Residents will not be
treated by the Issuer as the owners of Bonds for any purposes. The distribution of this document and offers and
sales of the Bonds in certain other jurisdictions may be restricted by law. Persons into whose possession this
document comes are required by the Issuer to inform themselves about, and to observe, any such restrictions. See
"Subscription and Sale".
Each Tranche of Bonds will initially be represented by a temporary global Bond (each, a "Temporary Global
Bond"), to be deposited with a common depositary for Cedel Bank, société anonyme ("Cedel") and Morgan
Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear"), on or
about 8th June, 1995. Each Temporary Global Bond will be exchangeable for interests in a Permanent Global Bond
(each, a "Permanent Global Bond") on or after 19th July, 1995 upon certification as to non-U.S. beneficial
ownership. Each Permanent Global Bond will be exchangeable for definitive Bonds in certain limited
circumstances, as described under "Summary of Provisions Relating to the Bonds while in Permanent Global
Form".
CS First Boston
The date of this Prospectus is 6th June, 1995

TERMS AND CONDITIONS OF THE TRANCHE A BONDS
The following is the text of the terms and conditions of the Tranche A Bonds to be endorsed
thereon:--
The U.S.$13,122,560 Tranche A Zero Coupon Subordinated Bonds due 2020 (the "Bonds") are
constituted by a supplemental trust deed (the "Supplemental Trust Deed") dated 8th June, 1995 between
Credit Suisse Financial Products (the "Issuer") and The Law Debenture Trust Corporation p.l.c. (the
"Trustee", which expression includes any successor Trustee) supplemental to a master trust deed dated
25th November, 1994 made between the same parties (the "Principal Trust Deed" and, together with
the Supplemental Trust Deed, the "Trust Deed"). Certain provisions of these terms and conditions (the
"Conditions") are summaries of, and are subject to, the detailed provisions of the Trust Deed and the
agency agreement (the "Agency Agreement") dated 8th June, 1995 relating to the Bonds made between
the Issuer, the Trustee, The Chase Manhattan Bank, N.A., London Branch, as principal paying agent (the
"Principal Paying Agent", which expression includes, where the context admits, any successor
principal paying agent) and the other paying agent named therein (together with the Principal Paying
Agent, the "Paying Agents", which expression includes, where the context admits, any successor and/or
additional paying agents). Copies of the Trust Deed and of the Agency Agreement are available for
inspection at the registered office of the Trustee for the time being, which is currently located at Princes
House, 95 Gresham Street, London EC2V 7LY, and at the specified office of the Principal Paying Agent
for the time being, which is currently located at Woolgate House, Coleman Street, London EC2P 2HD
and at the specified offices of the other Paying Agents. The holders of the Bonds (the "Bondholders")
are bound by and deemed to have notice of all the provisions of the Trust Deed and are deemed to have
notice of all the provisions of the Agency Agreement.
1. Form, Denomination and Title
(a) Form and denomination
The Bonds are serially numbered and issued in bearer form in the denomination of U.S.$328,064
each, without interest coupons.
(b) Title to the Bonds
The holder of any Bond shall (to the fullest extent permitted by applicable law) be treated at all
times for all purposes by the Issuer, the Trustee and the Paying Agents as the absolute owner thereof
(whether or not such Bond shall be overdue and notwithstanding any notice to the contrary); provided,
however, that any such person who is a U.S. person as defined in Regulation S under the Securities Act
of 1933 of the United States of America (a "U.S. Person") or a United States resident for purposes of
the Investment Company Act of 1940 of the United States of America (a "U.S. Resident") shall not be
treated as the owner for any purposes by the Issuer, the Trustee or the Paying Agents unless such person
is the sole beneficial owner of all the outstanding U.S.$81,280,640 Zero Coupon Subordinated Bonds
due 2020-2021 issued by the Issuer and constituted by the Supplemental Trust Deed (the "Zero Coupon
Bonds"). In any other case, each Bond is a bearer document and negotiable and accordingly:--
(i) is freely transferable by delivery and any transfer by delivery shall operate to confer upon
the transferee all rights and benefits appertaining thereto and to bind the transferee with all
obligations appertaining thereto pursuant to the Trust Deed and the Agency Agreement;
(ii) the holder of any Bond is and shall be absolutely entitled as against all previous holders to
receive all amounts payable in respect of such Bond; and
(iii) payment in respect of each Bond upon due presentation thereof as provided by these
Conditions shall operate as a good discharge of the Issuer, of the Trustee and of the Paying
Agents against the holder and all previous holders thereof;
and all persons are required by the Issuer, the Trustee, the Paying Agents and the holder for the time
being of any Bond to act accordingly. The holding of a Bond by a U.S. Person or a U.S. Resident who is
not the sole beneficial owner of all the outstanding Zero Coupon Bonds shall not affect the right of a
subsequent holder of such Bond (provided such holder is not a U.S. Person or a U.S. Resident other than
a U.S. Person or U.S. Resident who is the sole beneficial owner of all the outstanding Zero Coupon
Bonds) to be treated as the absolute owner thereof in accordance with this paragraph (b).
3

2. Status and Subordination
(a) Status
The Bonds are direct, unsecured and (as set out in paragraph (b) of this Condition) subordinated
obligations of the Issuer and rank pari passu and without any preference among themselves and the
other series of the Zero Coupon Bonds.
(b) Subordination
In the event of the winding up of the Issuer, the rights of the Bondholders shall be subordinated
in right of payment, in the manner provided in the Trust Deed, to the claims of depositors and other
unsubordinated creditors of the Issuer. Furthermore, the Trust Deed provides that if any amounts are
received by the Trustee in respect of the Bonds as a result of contributions from any Member (as defined
in Clause 1 of the Principal Trust Deed) to the liquidator of the Issuer in the winding up of the Issuer by
reason of the Issuer being an unlimited company, such amounts shall be applied (after payment or
satisfaction of the Trustee's expenses) firstly towards the outstanding claims of senior, unsubordinated
creditors of the Issuer, secondly towards the outstanding claims of senior, unsubordinated creditors of
such Member and thirdly pari passu and rateably towards (i) the outstanding claims of creditors of such
Member whose claims are subordinated so as to rank junior in right of payment to senior creditors of
such Member but no further and (ii) all outstanding claims under the Bonds and the other series of the
Zero Coupon Bonds. The Issuer has covenanted in the Trust Deed not to create or permit to be
outstanding any Subordinated Indebtedness (as defined in Clause 6 of the Principal Trust Deed) that
ranks ahead of the Bonds. In addition, the Issuer and the Members have agreed that the provisions of the
Trust Deed pursuant to which contributions from Members are held on trust for certain creditors of
those Members may not be revoked or amended without the consent of those Members.
3. Interest
Any overdue principal of the Bonds will bear interest at the rate of 7.36 per cent. per annum
(calculated on the basis of a 360-day year comprising 12 months of 30 days each and, in the case of an
incomplete month, the number of days elapsed), both before and after judgment, until whichever is the
earlier of: (i) the day on which all sums due in respect of such Bonds up to that day are received by or on
behalf of the relevant Bondholder; and (ii) the day seven days after the Principal Paying Agent has
notified Bondholders of receipt of all sums due in respect of all the Bonds up to that seventh day (except
to the extent that there is a failure in the subsequent payment to the relevant holders under these
Conditions).
4. Redemption and Purchase
(a) Redemption by instalments and final redemption
Unless previously redeemed, or purchased and cancelled, the Bonds shall be partially redeemed
on each of the dates set out below (each an "Instalment Date") at an amount (the "Instalment Amount")
determined as follows:
Instalment Date
Instalment Amount
2nd January, 1997
U.S.$ 3,713.06
2nd January, 1998
U.S.$ 3,713.06
2nd January, 1999
U.S.$ 3,713.06
2nd January, 2000
U.S.$ 3,713.06
2nd January, 2001
U.S.$ 3,713.06
2nd January, 2002
U.S.$ 738.72
2nd January, 2020
U.S.$167,411.72
15th April, 2020
U.S.$ 35,337.03
15th June, 2020
U.S.$ 35,337.03
15th September, 2020
U.S.$ 35,337.03
15th December, 2020
U.S.$ 35,337.17
The outstanding principal amount of the Bonds shall be reduced by the corresponding Instalment
Amount for all purposes with effect from the related Instalment Date, unless payment of such Instalment
Amount is improperly withheld or refused, in which case such amount shall remain outstanding until the
Relevant Date relating to such Instalment Amount.
4

(b) Redemption for taxation reasons
If the Trustee is satisfied that the Issuer would be unable to make payment in respect of the
Bonds without having to pay additional amounts as required by Condition 6 and such requirement arises
by reason of a change in the laws of the United Kingdom or any political sub-division thereof or any
taxing authority therein or a change in the interpretation or application thereof, which change becomes
effective on or after 8th June, 1995, and the Trustee is satisfied that such requirement cannot be avoided
by the Issuer taking such reasonable measures (such measures not involving any material additional
payments by, or expense for, the Issuer) and the consent of the Bank of England has been obtained, the
Issuer may, having given not less than 30 nor more than 45 days' notice to Bondholders in accordance
with Condition 10, redeem all, but not some only, of the Bonds at their Early Redemption Amount
(calculated in accordance with paragraph (c) of this Condition), together with any accrued interest and
additional amounts payable under Condition 6; provided that such redemption may not occur prior to 90
days prior to the effective date of such change.
(c) Early Redemption Amount
If the Bonds are redeemed for taxation reasons (as set out in paragraph (b) of this Condition) or
upon the occurrence of an Event of Default (as defined in Condition 7), each Bond shall be redeemed at
an amount (the "Early Redemption Amount") equal to the sum of any overdue principal amount in
respect of such Bond and an amount (the "Provisional Early Redemption Amount'') determined as
follows:--
Early Redemption Date
Provisional Early Redemption Amount
2nd January, 1996
U.S.$ 70,583.74
2nd January, 1997
U.S.$ 75,793.45
2nd January, 1998
U.S.$ 77,385.50
2nd January, 1999
U.S.$ 79,094.74
2nd January, 2000
U.S.$ 80,929.77
2nd January, 2001
U.S.$ 82,915.99
2nd January, 2002
U.S.$ 85,032.26
2nd January, 2003
U.S.$ 90,497.55
2nd January, 2004
U.S.$ 97,158.17
2nd January, 2005
U.S.$104,329.31
2nd January, 2006
U.S.$l12,007.94
2nd January, 2007
U.S.$120,251.73
2nd January, 2008
U.S.$129,102.26
2nd January, 2009
U.S.$138,631.15
2nd January, 2010
U.S.$148,834.41
2nd January, 2011
U.S.$159,788.62
2nd January, 2012
U.S.$171,549.06
2nd January, 2013
U.S.$184,210.91
2nd January, 2014
U.S.$197,768.83
2nd January, 2015
U.S.$212,324.62
2nd January, 2016
U.S.$227,951.71
2nd January, 2017
U.S.$244,776.58
2nd January, 2018
U.S.$262,792.13
2nd January, 2019
U.S.$282,113.63
2nd January, 2020
U.S.$302,898.67
15th April, 2020
U.S.$138,256.47
15th June, 2020
U.S.$104,148.23
15th September, 2020
U.S.$ 70,054.04
15th December, 2020
U.S.$ 35,337.17
or, if the date on which the Bonds are redeemed is not one of the dates listed above (each an "Early
Redemption Date"), the Provisional Early Redemption Amount shall be the Provisional Early
Redemption Amount for the next occurring Early Redemption Date, discounted at the rate of 7.36 per
cent. per annum calculated on the basis of a 360-day year comprising 12 months of 30 days each, and, in
the case of an incomplete month, the number of days elapsed.
5

(d) Purchase
The Issuer or any of its Subsidiaries (as defined in the Trust Deed) may at any time purchase
Bonds in the open market or otherwise at any price provided that the consent of the Bank of England has
been obtained. Any Bonds purchased by the Issuer or any of its Subsidiaries (unless purchased other
than in the ordinary course of business of the Issuer or its Subsidiaries, in which event such Bonds will
be surrendered to the Principal Paying Agent for cancellation) may at the option of the Issuer or such
Subsidiary be held or resold or surrendered by the Issuer to the Principal Paying Agent for cancellation.
(e) References to principal
In these Conditions, references to "principal" shall include, where the context admits,
Instalment Amounts, the Early Redemption Amount and interest on overdue Instalment Amounts, and
references to the "principal amount" of any Bond at any date mean the aggregate of all Instalment
Amounts falling due in respect of such Bond on or after such date.
5. Payments
(a) Payments
Payments in respect of any Bond shall be made only upon presentation and endorsement or, in
the case of the payment of the Final Instalment Amount or the Early Redemption Amount, presentation
and surrender, thereof, in each case together with presentation of a certificate to the effect that the
beneficial owner thereof is not a U.S. Person or a U.S. Resident or that the beneficial owner of such Bond
is a U.S. Person or a U.S. Resident but is the sole beneficial owner of all the outstanding Zero Coupon
Bonds (in the form set out in the Schedule to the Agency Agreement and available from the specified
office of any Paying Agent) (the "Certificate for Payment"), duly completed and executed, at the
specified office of any Paying Agent by a U.S. dollar cheque drawn on or, at the option of the holder, by
transfer to a U.S. dollar account maintained by the payee with a bank in New York City, subject in all
cases to any fiscal or other laws and regulations applicable thereto, but without prejudice to the
provisions of Condition 6.
(b) Paying Agents
The specified office of the Principal Paying Agent and the names of the other initial Paying
Agent and its specified office are set out at the foot of these Conditions. The Issuer reserves the right to
terminate or to vary the appointment of the Principal Paying Agent, provided that there shall at all times
be a Principal Paying Agent, and to terminate or at any time to vary the appointment of any other Paying
Agent and to appoint additional or other Paying Agents, provided that the Issuer shall at all times
maintain one Paying Agent having a specified office in London and one Paying Agent having a specified
office in a major continental European financial centre which so long as the Bonds are listed on the
Luxembourg Stock Exchange will be Luxembourg. The Issuer shall, if requested by the Trustee, as soon
as practicable appoint and maintain a Paying Agent having a specified office in New York City but only
if (i) the Issuer shall have appointed Paying Agents outside the United States of America with the
reasonable expectation that such Paying Agents will be able to make payment in full in respect of the
Bonds in U.S. dollars when due, (ii) payment of the full amount, when due, in respect of the Bonds at all
the specified offices of the Paying Agents outside the United States of America is illegal or effectively
precluded by exchange controls or other similar restrictions and (iii) payments in respect of the Bonds
by the said Paying Agent at its said specified office is lawful in the United States of America. Save where
the Trustee otherwise agrees, notice of any such termination, variation of appointment and of any change
in the specified office of the Principal Paying Agent or of any of the other Paying Agents shall be given
to the Noteholders in accordance with Condition 10.
(c) Business Days
If the due date for payment of any amount in respect of any Bond is not at any place of
presentation a business day (as defined below), then the holder thereof shall not be entitled to payment at
that place of presentation of the amount due until the next following business day at that place of
presentation and shall not be entitled to any further interest or other payment in respect of any such
delay. In this Condition 5, "business day" means any day on which commercial banks and foreign
exchange markets settle payments in U.S. dollars in the relevant place of presentation and in New York
City.
6

6. Taxation
All payments by the Issuer in respect of the Bonds shall be made tree and clear and without
withholding of or deduction for any present or future taxes, duties, assessments or governmental charges
of whatever nature imposed, levied, collected, withheld or assessed by or within the United Kingdom, or
any authority therein or thereof having power to tax, unless the withholding or deduction of such taxes,
duties, assessments or governmental charges is required by law. In that event, the Issuer shall pay such
additional amounts that will result in the receipt by the Bondholders of such amounts as would have
been received by them had there been no such withholding or deduction; except that no such additional
amounts shall be payable with respect to any Bond presented for payment:--
(i) by or on behalf of a holder who is subject to such taxes, duties, assessments or governmental
charges in respect of such Bond by reason of his being connected with the United Kingdom
or any authority therein or thereof having power to tax otherwise than by reason only of the
holding of any Bond or the receipt of principal or interest in respect of any Bond; or
(ii) by or on behalf of a holder who is able to avoid such withholding or deduction by making a
declaration of non-residence or other similar claim for exemption to the relevant tax
authorities (which declaration or claim does not require disclosure of the identity of the
relevant holder); or
(iii) in the United Kingdom; or
(iv) more than 30 days after the Relevant Date (as defined below) except to the extent that the
holder thereof would have been entitled to such additional amounts on surrendering the
relevant Bond for redemption for payment at the expiry of such 30-day period.
"Relevant Date" means the date on which such payment first becomes due, except that if the full
amount of the moneys payable has not been duly received by the Principal Paying Agent or the Trustee
on or prior to such due date it means the date on which, the full amount of such moneys having been so
received, notice to that effect shall have been duly published in accordance with Condition 10.
Any reference in these Conditions to principal or any other amount shall be deemed to refer also
to any additional amounts which may be payable under this Condition 6 or any undertaking or covenant
given in addition to or in substitution for it under the Trust Deed. In these Conditions, all references to
principal include references to Instalment Amounts and Early Redemption Amounts.
7. Winding up Event and Enforcement
(a) Winding up Event
If default is made by the Issuer for a period of seven days or more in the payment of any
principal due on the Bonds after the due date therefor (a "Winding up Event"), the Trustee may, subject
as provided below, at its discretion and without further notice, institute proceedings for the winding up of
the Issuer. The institution of such proceedings shall be the sole remedy of the Trustee and the
Bondholders, neither of whom shall be entitled to commence any other proceedings, or any diligence,
execution or other legal process or effect any set-off against the Issuer or its property in respect of such
default.
(b) Event of Default
If, otherwise than for the purposes of reconstruction or amalgamation on terms previously
approved in writing by the Trustee, an order is made by an English court and is not successfully
appealed, or an effective resolution is passed, for winding up the Issuer (an "Event of Default"), the
Trustee may, subject as provided below, at its discretion give notice to the Issuer that the Bonds are, and
they shall accordingly immediately become, due and repayable at their Early Redemption Amount,
together with any accrued interest.
(c) Trustee not bound to enforce
The Trustee shall not be bound to take the action referred to in paragraphs (a) and (b) above to
enforce the obligations of the Issuer in respect of the Bonds unless (i) it shall have been so requested by
an Extraordinary Resolution of the Bondholders or in writing by the holders of at least one-fifth in
principal amount of the Bonds then outstanding and (ii) it shall have been indemnified to its satisfaction.
7

(d) Bondholders not entitled to enforce
No Bondholder shall be entitled to institute proceedings for the winding up of the Issuer, or to
prove in any winding up of the Issuer.
8. Prescription
Claims for payment in respect of Bonds shall become void unless made within a period of
10 years from the Relevant Date therefor.
9. Replacement of Bonds
If any Bond is mutilated, defaced, destroyed, stolen or lost, it may be replaced, at the specified
office of the Paying Agent in Luxembourg or at the specified office of any other replacement agent
appointed from time to time by the Issuer and notified to the Bondholders, upon payment by the claimant
of such costs and expenses as may be incurred in connection therewith and on such terms as to evidence
and indemnity as the Issuer may reasonably require. In the case of mutilation or defacement, such Bond
must be surrendered before a replacement is issued.
10. Notices
Any notices to Bondholders shall be published, where practicable, in a daily newspaper of
general circulation in London (which is expected to be the Financial Times) and, so long as the Bonds
are listed on the Luxembourg Stock Exchange, in a daily newspaper of general circulation in
Luxembourg (which is expected to be the Luxemburger Wort). If any such publication is not practicable
notices shall be published in another leading daily newspaper of general circulation in Europe approved
by the Trustee. Notices shall be deemed to have been given on the date of the first publication if
published more than once or on different dates.
11. Meetings of Bondholders; Modification; Waiver
The Trust Deed contains provisions for convening meetings of the Bondholders to consider
matters affecting their interests, including modification by Extraordinary Resolution (as defined in the
Trust Deed) of any of the Conditions or of any provisions of the Trust Deed. An Extraordinary
Resolution duly passed at any such meeting shall be binding on all Bondholders, whether present or not,
except that any modification, inter alia, (i) to postpone the date on which principal is payable in respect
of the Bonds, (ii) to reduce or cancel the principal amount or Early Redemption Amount of, or interest
on, the Bonds or to vary the method of calculating the Early Redemption Amount of the Bonds, (iii) to
change the currency of payment of the Bonds, (iv) to vary the provisions concerning subordination in
the Trust Deed or (v) to modify the provisions concerning the quorum required at any meeting of the
Bondholders or any adjournment thereof or the majority required to pass an Extraordinary Resolution,
in which case the necessary quorum shall be two or more persons holding or representing not less than
three-quarters, or at any adjourned meeting not less than one-quarter, in principal amount of the Bonds
for the time being outstanding.
The Trust Deed provides that a written resolution signed by or on behalf of the holders of at least
95 per cent. in principal amount of the Bonds outstanding shall have the same effect as an Extraordinary
Resolution of Bondholders.
The Trustee may, without the consent of the Bondholders, agree to any modification of these
Conditions or the Trust Deed or to any waiver or authorisation of any breach or proposed breach by the
Issuer of the provisions of the Bonds or the Trust Deed which, in the opinion of the Trustee, is not
materially prejudicial to the interests of the Bondholders or to any modification of these Conditions or
the Trust Deed which, in the opinion of the Trustee, is of a formal, minor or technical nature or is made
to correct a manifest error, or determine that an Event of Default or a Winding up Event shall not be
treated as such. Any such modification shall (unless the Trustee agrees otherwise) be notified to the
Bondholders in accordance with Condition 10 as soon as practicable thereafter.
In connection with the exercise of its powers, trusts, authorities or discretions, the Trustee shall
have regard to the interests of the Bondholders as a class and in particular, but without prejudice to the
generality of the foregoing, shall not have regard to the consequence of such exercise for individual
Bondholders resulting from their being for any purpose domiciled or resident in, or otherwise connected
with, or subject to the jurisdiction of, any particular territory.
8

12. The Trustee
The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from
responsibility, including provisions relieving it from any obligation to take proceedings to enforce
repayment of the Bonds unless indemnified to its satisfaction. The Trustee may, if it so decides, refrain
from taking such action in the absence of instructions from Bondholders. The Trustee shall be entitled to
enter into business transactions with the Issuer or any subsidiary, holding or associated company of the
Issuer without accounting to the Bondholders for profit resulting therefrom.
13. Governing Law
The Bonds and the Trust Deed are governed by and shall be construed in accordance with
English law.
9

TERMS AND CONDITIONS OF THE TRANCHE B BONDS
The terms and conditions to be endorsed on the Tranche B Bonds will be in the same form as
those to be endorsed on the Tranche A Bonds, except that:--
(i) The reference in the opening sentence to "The U.S.$13,122,560 Tranche A Zero Coupon
Subordinated Bonds due 2020" will be replaced by a reference to 'The U.S.$18,039,120
Tranche B Zero Coupon Subordinated Bonds due 2020";
(ii) The denomination of each Bond in paragraph (a) of Condition 1 will be U.S.$450,978;
(iii) The table appearing in paragraph (a) of Condition 4 will be replaced by the following
table:--
"Instalment Date
Instalment Amount
2nd January, 1997
U.S.$ 4,413.73
2nd January, 1998
U.S.$ 4,413.73
2nd January, 1999
U.S.$ 4,413.73
2nd January, 2000
U.S.$ 4,413.73
2nd January, 2001
U.S.$ 4,413.73
2nd January, 2002
U.S.$ 536.20
2nd January, 2020
U.S.$220,560.51
15th April, 2020
U.S.$ 51,952.96
15th June, 2020
U.S.$ 51,952.96
15th September, 2020
U.S.$ 51,952.96
15th December, 2020
U.S.$ 51,953.76"
(iv) The table appearing in paragraph (c) of Condition 4 will be replaced by the following
table:--
"Early Redemption Date
Provisional Early Redemption Amount
2nd January, 1996
U.S.$ 94,525.21
2nd January, 1997
U.S.$101,502,01
2nd January, 1998
U.S.$104,233.98
2nd January, 1999
U.S.$107,167.02
2nd January, 2000
U.S.$110,315.93
2nd January, 2001
U.S.$113,718.73
2nd January, 2002
U.S.$117,349.85
2nd January, 2003
U.S.$125,411.13
2nd January, 2004
U.S.$134,641.39
2nd January, 2005
U.S.$144,579.13
2nd January, 2006
U.S.$155,220.15
2nd January, 2007
U.S.$166,644.35
2nd January, 2008
U.S.$ 178,909.38
2nd January, 2009
U.S.$192,114.48
2nd January, 2010
U.S.$206,254.11
2nd January, 2011
U.S.$221,434.41
2nd January, 2012
U.S.$237,731.98
2nd January, 2013
U.S.$255,278.72
2nd January, 2014
U.S.$274,067.24
2nd January, 2015
U.S.$294,238.59
2nd January, 2016
U.S.$315,894.55
2nd January, 2017
U.S.$339,210.38
2nd January, 2018
U.S.$364,176.26
2nd January, 2019
U.S.$390,979.63
2nd January, 2020
U.S.$419,755.74
15th April, 2020
U.S.$203,267.02
15th June, 2020
U.S.$153,120.66
15th September, 2020
U.S.$102,994.94
15th December, 2020
U.S.$ 51,953.76"
10

TERMS AND CONDITIONS OF THE TRANCHE C BONDS
The terms and conditions to be endorsed on the Tranche C Bonds will be in the same form as
those to be endorsed on the Tranche A Bonds, except that:--
(i) The reference in the opening sentence to "The U.S.$13,122,560 Tranche A Zero Coupon
Subordinated Bonds due 2020" will be replaced by a reference to "The U.S.$14,862,080
Tranche C Zero Coupon Subordinated Bonds due 2021";
(ii) The denomination of each Bond in paragraph (a) of Condition 1 will be U.S.$371,552;
(iii) The table appearing in paragraph (a) of Condition 4 will be replaced by the following
table:--
"Instalment Date
Instalment Amount
2nd January, 1997
U.S.$ 2,573.98
2nd January, 1998
U.S.$ 2,573.98
2nd January, 1999
U.S.$ 2,573.98
2nd January, 2000
U.S.$ 2,573.98
2nd January, 2001
U.S.$ 2,573.98
2nd January, 2002
U.S.$ 2,573.98
2nd January, 2003
U.S.$ 938.59
2nd January, 2021
U.S.$172,427.79
15th April, 2021
U.S.$ 45,685.21
15th June, 2021
U.S.$ 45,685.21
15th September, 2021
U.S.$ 45,685.21
15th December, 2021
U.S.$ 45,686.11"
(iv) The table appearing in paragraph (c) of Condition 4 will be replaced by the following table:
"Early Redemption Date
Provisional Early Redemption Amount
2nd January, 1996
U.S.$ 71,512.38
2nd January, 1997
U.S.$ 76,790.64
2nd January, 1998
U.S.$ 79,679.00
2nd January, 1999
U.S.$ 82,779.95
2nd January, 2000
U.S.$ 86,109.13
2nd January, 2001
U.S.$ 89,700.79
2nd January, 2002
U.S.$ 93,539.34
2nd January, 2003
U.S.$ 97,660.41
2nd January, 2004
U.S.$ 103,840.55
2nd January, 2005
U.S.$111,504.91
2nd January, 2006
U.S.$119,711.67
2nd January, 2007
U.S.$128,522.45
2nd January, 2008
U.S.$137,981.70
2nd January, 2009
U.S.$148,165.98
2nd January, 2010
U.S.$159,070.99
2nd January, 2011
U.S.$170,778.62
2nd January, 2012
U.S.$183,347.92
2nd January, 2013
U.S.$196,880.63
2nd January, 2014
U.S.$211,371.05
2nd January, 2015
U.S.$226,927.96
2nd January, 2016
U.S.$243,629.86
2nd January, 2017
U.S.$261,611.91
2nd January, 2018
U.S.$280,866.55
2nd January, 2019
U.S.$301,538.32
2nd January, 2020
U.S.$323,731.54
15th April, 2020
U.S.$330,349.02
15th June, 2020
U.S.$334,293.18
11