Obligation BNG Bank NV 0% ( XS0971163000 ) en USD

BNG Bank NV

100 % ▲

Pays-bas

XS0971163000 ( en USD )

23/09/2043 - Obligation échue

Prospectus brochure de l'obligation BNG Bank N.V XS0971163000 en USD 0%, échue

BNG Bank N.V. est une banque publique néerlandaise spécialisée dans le financement des secteurs public et social, ainsi que dans les services de paiement pour les institutions gouvernementales et les organisations non gouvernementales.

L'Obligation émise par BNG Bank NV ( Pays-bas ) , en USD, avec le code ISIN XS0971163000, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 23/09/2043

BASE PROSPECTUS

N.V. Bank Nederlandse Gemeenten
(Incorporated in the Netherlands with limited liability and having its statutory domicile in The Hague)
Euro 90,000,000,000
Debt issuance programme
N.V. Bank Nederlandse Gemeenten (the "Issuer" or "BNG Bank") may from time to time offer debt
instruments (the "Notes") pursuant to a programme of issuance established on 7 December 1993 (as
amended) (the "Programme"). The sum of the aggregate principal amount of Notes outstanding at any
time under the Programme will not exceed Euro 90,000,000,000 (or its equivalent in other currencies).
The Programme amount may be increased from time to time subject to the preparation of a supplemental
prospectus which shall be subject to the prior approval of the Netherlands Authority for the Financial
Markets (Stichting Autoriteit Financiële Markten) (the "AFM").
The Programme has been rated AAA by Standard & Poor's Credit Market Services Europe Limited
("Standard & Poor's"), AAA by Fitch Ratings Limited ("Fitch") and (P)Aaa by Moody's Investors
Service Limited ("Moody's"). Tranches (as defined herein) of Notes issued under the Programme may be
rated or unrated. Where a Tranche of Notes is rated, such rating will not necessarily be the same as the
ratings assigned to the Programme or the Issuer. A security rating is not a recommendation to buy, sell or
hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning
rating agency. The rating of a certain Series or Tranche of Notes to be issued under the Programme may
be specified in the applicable Final Terms. Whether or not each credit rating applied for in relation to a
relevant Series or Tranche of Notes will be issued by a credit rating agency established in the European
Union and registered under Regulation (EC) No. 1060/2009 of 16 September 2009 on credit rating
agencies, as amended (the "CRA Regulation") will be disclosed clearly and prominently in the Final
Terms. Each of Standard & Poor's, Fitch and Moody's is established in the European Union and
registered under the CRA Regulation as of the date of this base prospectus (the "Base Prospectus").
The Base Prospectus has been approved by the AFM, which is the Netherlands competent authority for
the purpose of Directive 2003/71/EC (the "Prospectus Directive", which term includes amendments
thereto, including Directive 2010/73/EU (the "2010 PD Amending Directive")) to the extent
implemented in a relevant Member State of the European Economic Area to which is referred) and
relevant implementing measures in the Netherlands, as a base prospectus issued in compliance with the
Prospectus Directive, Commission Regulation (EC) No. 809/2004 (the "Prospectus Regulation", which
term includes amendments thereto, including Commission Delegated Regulation (EU) No. 486/2012 and
Commission Delegated Regulation (EU) No. 862/2012) and relevant implementing measures in the
Netherlands for the purpose of giving information with regard to the issue of Notes under the Programme
during the period of twelve months after the date hereof.
Application may be made for Notes issued under the Programme to be admitted to trading on NYSE
Euronext in Amsterdam ("Euronext Amsterdam"), the regulated market of Euronext Amsterdam N.V.,
the SIX Swiss Exchange and the regulated market of the Luxembourg Stock Exchange. The Programme
also permits Notes to be issued on the basis that they will not be admitted to listing, trading and/or
quotation by any listing authority, stock exchange and/or quotation system.
The AFM has been requested by the Issuer to provide the Luxembourg Commission de Surveillance du
Secteur Financier (the "CSSF") with a certificate of approval attesting that the Base Prospectus has been
drawn up in accordance with the Prospectus Directive.

The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended
(the "Securities Act") or any U.S. state securities laws and the Notes may not be offered, sold or
delivered within the United States, or to or for the account or benefit of U.S. persons (as defined in
Regulation S ("Regulation S") under the Securities Act), except pursuant to an exemption from, or a
transaction not subject to, the registration requirements of the Securities Act and applicable United States
state securities laws, or pursuant to an effective registration statement. The Notes may be offered and sold
(a) in bearer form or registered form outside the United States to non-U.S. persons in reliance on
Regulation S under the Securities Act and (b) in registered form within the United States to persons who
are "qualified institutional buyers" ("QIBs") in reliance on Rule 144A ("Rule 144A") under the
Securities Act. Prospective purchasers who are QIBs are hereby notified that sellers of the Notes may be
relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.
For a description of these and certain further restrictions on offers, sales and transfers of Notes and
distribution of this Base Prospectus, see "Plan of Distribution" and "Transfer Restrictions". The Notes in
bearer form are subject to United States tax law requirements.
PROSPECTIVE INVESTORS SHOULD HAVE REGARD TO THE FACTORS DESCRIBED
UNDER THE SECTION HEADED "RISK FACTORS" IN THIS BASE PROSPECTUS.
This Base Prospectus must be read and construed together with any supplement hereto and with any
documents incorporated by reference herein (which can be found on the website of the Issuer,
http://www.bng.nl/smartsite.shtml?id=51928) and in relation to any Tranche (as defined herein) of Notes,
this Base Prospectus should be read and construed together with the applicable Final Terms.
Arranger
RBC Capital Markets
Principal Dealers
Bank Nederlandse Gemeenten
Barclays
BofA Merrill Lynch
BNP PARIBAS
Citigroup
Commerzbank
Credit Suisse
Deutsche Bank
Goldman Sachs International
HSBC
ING
J.P. Morgan
Landesbank Baden-Württemberg
Mizuho Securities
Morgan Stanley
Nomura
Rabobank International
RBC Capital Markets
The Royal Bank of Scotland
TD Securities

The date of this Base Prospectus is 3 July 2013 and it replaces the Base Prospectus dated 13 June 2012.

2

NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN
APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B
OF THE NEW HAMPSHIRE REVISED STATUTES ANNOTATED, 1955 ("RSA
421-B") WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A
SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED
IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE
SECRETARY OF STATE OF THE STATE OF NEW HAMPSHIRE THAT ANY
DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT
MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN
EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A
TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED
IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR
RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR
TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO
ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY
REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS
PARAGRAPH.

3

TABLE OF CONTENTS
SUMMARY OF THE PROGRAMME ................................................................................................... 5
RISK FACTORS .................................................................................................................................. 16
IMPORTANT NOTICES ..................................................................................................................... 33
PUBLIC OFFERS OF PUBLIC OFFER NOTES IN THE EUROPEAN ECONOMIC AREA ............... 36
ENFORCEMENT OF FOREIGN JUDGMENTS .................................................................................. 41
FORWARD LOOKING STATEMENTS .............................................................................................. 42
DOCUMENTS INCORPORATED BY REFERENCE .......................................................................... 43
KEY FEATURES OF THE PROGRAMME ......................................................................................... 45
FORMS OF NOTES............................................................................................................................. 51
USE OF PROCEEDS ........................................................................................................................... 57
TERMS AND CONDITIONS OF THE NOTES ................................................................................... 58
FORM OF FINAL TERMS .................................................................................................................. 87
N.V. BANK NEDERLANDSE GEMEENTEN ................................................................................... 118
CAPITALIZATION1 .......................................................................................................................... 136
OPERATING AND FINANCIAL REVIEW ....................................................................................... 138
EXTRACT OF THE ARTICLES OF ASSOCIATION ........................................................................ 173
TAXATION ....................................................................................................................................... 177
CERTAIN ERISA AND OTHER CONSIDERATIONS...................................................................... 187
PLAN OF DISTRIBUTION ............................................................................................................... 188
TRANSFER RESTRICTIONS ........................................................................................................... 195
GENERAL INFORMATION ............................................................................................................. 199

4

SUMMARY OF THE PROGRAMME

Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered
in Sections A E (A.1 E.7). This Summary contains all the Elements required to be included in a
summary for this type of securities and the Issuer. Because some Elements are not required to be
addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may
be required to be inserted in a summary because of the type of securities and Issuer, it is possible that no
relevant information can be given regarding the Element. In this case a short description of the Element
should be included in the summary with the mention of 'Not applicable'.

Section A Introduction and Warnings

A.1
Introduction
This summary should be read as an introduction to the Base Prospectus. Any
and warnings:
decision to invest in the Notes should be based on consideration of the Base
Prospectus as a whole including any documents incorporated by reference by
the investor. Where a claim relating to the information contained in the Base
Prospectus is brought before a court, the plaintiff investor might, under the
national legislation of the Member State, have to bear the costs of translating
the Base Prospectus before the legal proceedings are initiated. Civil liability
attaches only to those persons who have tabled the summary including any
translation thereof, but only if the summary is misleading, inaccurate or
inconsistent when read together with the other parts of the Base Prospectus or
it does not provide, when read together with the other parts of the Base
Prospectus, key information in order to aid investors when considering
whether to invest in the Notes.

A.2
Consent to use In connection with any Public Offer of Public Offer Notes, BNG Bank
of
this
Base accepts responsibility, in a Public Offer Jurisdiction, for the content of this
Prospectus:
Base Prospectus under Article 6 of the Prospectus Directive in relation to any
Investor to whom an offer of any Public Offer Notes is made by an
Authorised Offeror, where the offer is made in compliance with all conditions
attached to the giving of the consent. Such consent and conditions are
described below under "Consent" and "Common conditions to consent".

Consent
Subject to the conditions set out below under "Common conditions to
consent":

(A) BNG Bank consents to the use of this Base Prospectus (as supplemented
as at the relevant time, if applicable) in connection with a Public Offer of
Public Offer Notes in a Public Offer Jurisdiction by the relevant Dealer and
by:
(i) any financial intermediary named as an Initial Authorised Offeror in the
applicable Final Terms; and
(ii) any financial intermediary appointed after the date of the applicable Final
Terms and whose name is published on BNG Bank's website and identified as
an Authorised Offeror in respect of the relevant Public Offer; and

(B) if (and only if) Part B of the applicable Final Terms specifies "General
Consent" as "Applicable", BNG Bank hereby offers to grant its consent to the
use of this Base Prospectus (as supplemented as at the relevant time, if
applicable) in connection with a Public Offer of Public Offer Notes in a
Public Offer Jurisdiction by any financial intermediary which satisfies the
following conditions:
(i) it is authorised to make such offers under the applicable legislation
implementing the MiFID; and
(ii) it accepts such offer by publishing on its website a statement that it agrees
to use the Base Prospectus in accordance with the Authorised Offeror Terms

5

and subject to the conditions to such consent.

Common conditions to consent
The conditions to the Issuer's consent are (in addition to the conditions
described in paragraph (B) above if the applicable Final Terms specifies
"General Consent" as "Applicable") that such consent:
(a) is only valid in respect of the relevant Tranche of Public Offer Notes;
(b) is only valid during the Offer Period specified in the applicable Final
Terms; and
(c) only extends to the use of this Base Prospectus to make Public Offers of
the relevant Tranche of Public Offer Notes in one or more of the Public Offer
Jurisdictions, as specified in the applicable Final Terms.

An investor intending to acquire or acquiring Notes in a Public Offer from an
Authorised Offeror other than the Issuer will do so, and offers and sales of
such Notes to an investor by such Authorised Offeror will be made, in
accordance with any terms and other arrangements in place between such
Authorised Offeror and such investor including as to price, allocations,
expenses and settlement arrangements.

Each investor must look to the relevant Authorised Offeror at the time of
any such Public Offer for the provision of information regarding the
terms and conditions of the Public Offer and the Authorised Offeror will
be solely responsible for such information (other than where such
information is contained in the Base Prospectus, as completed by the
applicable Final Terms).

Section B The Issuer

B.1
The legal and
The legal name of the Issuer is N.V. Bank Nederlandse Gemeenten. The
commercial
commercial name of the Issuer is BNG Bank.
name of the
Issuer:
B.2
The domicile
BNG Bank is a public company with limited liability (naamloze
and legal form
vennootschap) incorporated under the laws of the Netherlands, having its
of the Issuer,
statutory seat at The Hague, the Netherlands. BNG Bank is registered in the
the legislation
trade register of the The Hague Chamber of Commerce under no. 27008387.
under which
the Issuer
operates and
its country of
incorporation:
B.4b
A description of
BNG Bank's business and results of operations are affected by local and
any known
global economic conditions, perceptions of those conditions and future
trends affecting
economic prospects. The outlook for the global economy over the near to
the Issuer and
medium term remains challenging. Many forecasts predict at best only
the industries in stagnant or modest levels of gross domestic product ("GDP") growth in the
which it
European Monetary Union ("EMU") where a relatively robust German
operates:
economy has been offset by the weakness of other Eurozone economies
attributable to factors such as high unemployment, declines in consumer
spending and the adoption of austerity measures in response to increased
sovereign debt risk. In particular in Greece, Italy, Ireland, Portugal and Spain
("GIIPS"), France and Cyprus economic and GDP growth have been weak.
BNG Bank's business is impacted generally by the business and economic
environment in which it operates, which itself is impacted by factors such as
changes in interest rates, securities prices, credit and liquidity spreads,
exchange rates, consumer spending, business investment, real estate
valuations, government spending, inflation, the volatility and strength of the

6

capital markets and also by terrorism.
The introduction of, and changes to, taxes, levies or fees applicable to the
Issuer's operations (such as imposition of a financial transaction tax) could
have an adverse effect on its business and/or results of operations.
BNG Bank cannot predict what impact new rules and regulations will have on
its business until such rules and regulations are fully adopted and
implemented. Any new or changed regulations may adversely affect BNG
Bank's business and/or results of operations.
B.5
Description of
The outstanding shares in the share capital of BNG Bank are held by the
the Issuer's
Dutch State (50%), with the remainder held by more than 95% of Dutch
group and the
municipalities, 11 of the 12 Dutch provinces, and one water board.
Issuer's

position within
BNG Bank has a number of wholly owned subsidiaries that provide services
the group:
ancillary to the principal activity of BNG Bank of lending to the public sector.
These subsidiaries are:

· BNG Vermogensbeheer B.V. (previously BNG Capital Management B.V.)
· BNG Gebiedsontwikkeling B.V.
· Hypotheekfonds voor Overheidspersoneel B.V.
B.9
Profit forecast
Not applicable. BNG Bank has not made any public profit forecasts or profit
or estimate:
estimates.

B.10
Qualifications
Not applicable. The audit reports with respect to BNG Bank's audited
in the Auditors'
financial statements as of and for the financial years ended 31 December
report:
2012, 31 December 2011 and 31 December 2010 incorporated by reference in
this Base Prospectus are unqualified.
B.12
Selected
The selected historical key financial information for BNG Bank is set out
Financial
below:
Information -

Material/Signifi

2012
2011
2010
2009
2008
cant Change:
( millions, except percentages, per

share and employee data)
Total Assets
142,228 136,460 118,533 104,496 101,365
Loans and Advances
90,725
90,775
86,851
79,305 75,699
of
which
granted
to
or 79,666 78,548 75,247 67,164 64,782
guaranteed by public authorities
of which reclassified from the
financial assets available-for-
sale item

2,603
3,219
3,724
4,226
4,569
Equity excluding Unrealised
Revaluation
2,718
2,450
2,321
2,204
2,008
of
which
Unrealised
Revaluation
34
(533)
(62)
49
(29)
Equity per share (in Euros)1
48.81
44.00
41.68
39.58
36.06
Equity as a % of Total Assets1
2.0%
1.8%
2.0%
2.1%
2.0%
BIS-Ratio core capital (tier 1)2
22%
20%
20%
19%
18%
BIS-Ratio total capital3
22%
21%
20%
20%
20%

7

Profit before tax
460
339
337
350
182
Net Profit

332
256
257
278
158
Profit per Share (in Euros)
5.96
4.60
4.61
4.98
2.84
Dividend (in Cash)
83
64
128
139
79
Dividend
as
a
%
of
Consolidated Net Profit
25%
25%
50%
50%
50%
Dividend per Share (in Euros)
1.49
1.15
2.30
2.49
1.42
Additional Payment

Additional Payment per Share

Employees (in FTEs) at Year-
End4
279
278
276
277
274
of which Subsidiaries
36
41
45
58
51

1 Excluding the revaluation reserve.
2 Core (Tier 1) capital as a percentage of risk-weighted amounts.
3 Total capital as a percentage of risk-weighted amounts.
4 As of 2010, this includes only those FTEs that affect BNG Bank's staff costs. The comparative
figures have been adjusted.
Material/Significant Change
There has been no material adverse change in the prospects of BNG Bank
since 31 December 2012, nor has there been any significant change in the
financial or trading position of BNG Bank or its subsidiaries, taken as a
whole, which has occurred since 31 December 2012.
B.13
Recent material
Not applicable. There are no recent events particular to BNG Bank which are
events
to a material extent relevant to the evaluation of BNG Bank's solvency.
particular to

the Issuer's

solvency:

B.14
Extent to which
BNG Bank has a number of wholly owned subsidiaries that provide services
the Issuer is
ancillary to the principal activity of BNG Bank of lending to the public sector.
dependent upon

other entities
within the
group:

B.15
Principal
BNG Bank is a specialised lender to local and regional authorities as well as
activities of the
to public-sector institutions such as utilities, housing, healthcare, welfare and
Issuer:
educational institutions, and is the largest public-sector lender in the
Netherlands and the principal bank for the Dutch public sector in terms of
loans, advances and inter-governmental money transfers. BNG Bank also
provides limited lending to public-private partnerships.
B.16
Extent to which
BNG Bank's shareholders are exclusively Dutch public authorities. The Dutch
the Issuer is
State's shareholding is 50%, with the remainder held by more than 95% of
directly or
Dutch municipalities, 11 of the 12 Dutch provinces, and one water board.
indirectly
owned or
controlled:

8

B.17
Credit ratings
The senior outstanding public long-term debt of BNG Bank is rated AAA by
assigned to the
Standard & Poor's, AAA by Fitch and Aaa by Moody's. BNG Bank has been
Issuer or its
awarded the highest individual rating by Fitch, being A. Moody's confirmed
debt securities: BNG Bank's Aaa rating in January 2012.
Where a Tranche of Notes is rated, such rating will not necessarily be the
same as the ratings assigned to the Programme and/or BNG Bank. A security
rating is not a recommendation to buy, sell or hold securities and may be
subject to suspension, reduction or withdrawal at any time by the assigning
rating agency.
The Programme has been rated AAA by Standard & Poor's, AAA by Fitch
and (P)Aaa by Moody's. Tranches of Notes issued under the Programme may
be rated or unrated. Where a tranche of Notes is rated, such rating will not
necessarily be the same as the ratings assigned to the Programme and/or BNG
Bank.
In January 2012, while confirming the AAA rating, Standard & Poor's placed
BNG Bank on "negative outlook" following the outlook designated to the
State of the Netherlands.
In February 2013, while confirming the AAA rating, Fitch revised its outlook
from "stable" to "negative", also following the outlook designated to the State
of the Netherlands.

Section C Securities

C.1
Type and class
The Notes described in this summary are debt securities which may be issued
of the Notes
under the EUR 90,000,000,000 Programme.
and Security
Identification
The Notes are issued in series (each a "Series") comprising one or more
Number(s):
Tranches of Notes of that Series, and each Series will be the subject of the
final terms (each the "Final Terms") prepared by or on behalf of BNG Bank.
The Notes of each Series will be intended to be interchangeable among
themselves and will all be subject to identical terms (other than in respect of
the date of issue, the issue price and the date of first payment of interest),
whether as to currency, denomination, interest or maturity or otherwise. The
Notes of each Tranche will all be subject to identical terms in all respects save
that a Tranche may comprise Notes of different denominations.
The Notes may be issued in bearer form ("Bearer Notes") or in registered
form ("Registered Notes"). Bearer Notes will not be exchangeable for
Registered Notes and Registered Notes will not be exchangeable for Bearer
Notes. No single series or Tranche may comprise both Bearer Notes and
Registered Notes.
A Note may be a Note bearing interest on a fixed rate basis ("Fixed Rate
Note"), a Note bearing interest on a floating rate basis ("Floating Rate
Note"), a Note issued on a non-interest bearing basis ("Zero Coupon Note"),
a Note in respect of which interest is or may be payable in one or more
currencies other than the Specified Currency in which it is denominated
("Dual Currency Interest Note") depending on the Interest Basis indicated
in the applicable Final Terms. A Note may be a Note redeemable in
installments ("Installment Note") depending on the Redemption/Payment
Basis indicated in the applicable Final Terms.
The security identification number(s) will be specified in the applicable Final

9

Terms.
C.2
Currencies:
Notes may be denominated in any currency (including, without limitation, the
Euro, the Japanese yen, the New Zealand dollar, the British pound, the Swiss
franc, the Chinese Renminbi and the United States dollar) subject to
compliance with all applicable legal or regulatory requirements. Notes may be
issued as Dual Currency Interest Notes.
C.5
A description of
BNG Bank and the Dealers have agreed certain customary restrictions on
any restrictions
offers, sale and delivery of Notes and of the distribution of offering material
on the free
in the United States of America, the European Economic Area, the United
transferability
Kingdom, the Netherlands, the Republic of Italy, France, Spain, Japan, the
of the Notes:
People's Republic of China, Hong Kong and Singapore.

Bearer Notes will be issued in compliance with United States Treasury
Regulations §1.163-5(c)(2)(i)(D) or any successor rules in substantially the
same form as the rules in such regulations for purposes of Section 4701 of the
Code (the "D Rules") unless the applicable Final Terms state that Notes are
issued in compliance with United States Treasury Regulations §1.163-
5(c)(2)(i)(C) or any successor rules in substantially the same form as the rules
in such regulations for purposes of Section 4701 of the Code (the "C Rules").

There are restrictions on the transfer of (i) Regulation S Notes prior to the
expiration of the relevant distribution compliance period (as defined in
Regulation S) and (ii) Rule 144A Notes.
C.8
Description of
Ranking (status)
the rights
The Notes of each Series constitute direct and unsecured obligations of the
attached to the
Issuer and rank pari passu without any preference among themselves and with
Notes:
all other present and future unsecured and unsubordinated obligations of the
Issuer save for those preferred by mandatory operation of law.

Negative Pledge
So long as any Notes remain outstanding, the Issuer will not secure any other
loan or indebtedness represented by bonds, notes or any other publicly issued
debt securities which are, or are capable of being, traded or listed on any
stock exchange or over-the-counter or similar securities market without
securing the Notes equally and rateably with such other loan or indebtedness.

Taxation
All amounts payable (whether in respect of principal, redemption amount,
interest or otherwise) in respect of the Notes, will be made free and clear of
and without withholding or deduction for or on account of any present or
future taxes, duties, assessments or governmental charges of whatever nature
imposed or levied by or on behalf of the Netherlands or any political
subdivision thereof or any authority or agency therein or thereof having
power to tax, unless the withholding or deduction of such taxes, duties,
assessments or charges is required by law. In that event, subject to certain
exceptions the Issuer will pay such additional amounts as may be necessary in
order that the net amounts receivable by the Holders after such withholding or
deduction shall equal the respective amounts which would have been
receivable in the absence of such withholding or deductions.

Events of Default
The terms and conditions of the Notes contain the following events of default:

(i) if default is made in the payment of any interest due on the Notes or any of
them and such default continues for a period of 30 days; or
(ii) if the Issuer fails to perform or observe any of its other obligations under
the Notes and (except where such failure is incapable of remedy, when no
such notice will be required) such failure continues for a period of 60 days
10