Obbligazione Natixis Global 10% ( USF6483LHM57 ) in USD

Natixis Global

100 USD ▼

Francia

USF6483LHM57 ( in USD )

10% per anno ( pagato 2 volte l'anno)

Obligation remboursée le 30 avril 2018 - Obbligazione è scaduto ( La prossima data della call è 30/04/2018 )

Prospetto opuscolo dell'obbligazione Natixis USF6483LHM57 in USD 10%, scaduta

100 000 USD

750 000 000 USD

F6483LHM5

N/A

Obligation remboursée le 30 avril 2018

Natixis è una banca di investimento francese, parte del gruppo BPCE, che offre servizi finanziari a clienti istituzionali e privati in tutto il mondo.

The Obbligazione issued by Natixis Global ( France ) , in USD, with the ISIN code USF6483LHM57, pays a coupon of 10% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is Obligation remboursée le 30 avril 2018

LISTING PROSPECTUS

NOT FOR GENERAL

CIRCULATION IN THE

UNITED STATES
US$750,000,000
http://www.oblible.com
Natixis
Undated Deeply Subordinated Fixed to Floating Rate Notes
_________________________________
The US$750,000,000 Undated Deeply Subordinated Fixed to Floating Rate Notes (the "Notes") of Natixis (the "Issuer")
were issued outside the Republic of France on April 30, 2008 (the "Issue Date") and will bear interest at a fixed rate of 10% per
annum from and including the Issue Date to but excluding April 30, 2018, payable semi-annually in arrears on April 30 and
October 30 of each year, beginning on October 30, 2008 and ending on April 30, 2018. Thereafter, the Notes will bear interest at
a floating rate per annum equal to 3-month US$ LIBOR plus 6.51% per annum, payable quarterly in arrears on January 30, April
30, July 30 and October 30 of each year, beginning July 30, 2018.
Payment of interest on the Notes will be compulsory if the Issuer pays dividends on its ordinary shares and in certain
other circumstances described herein. Otherwise, the Issuer may elect, and in certain circumstances shall be required, not to pay
interest falling due on the Notes. Any interest not paid shall be forfeited and no longer be due and payable by the Issuer. Interest
accrual may also be reduced if the Issuer's consolidated regulatory capital falls below required levels and in certain other
circumstances.
The Notes are undated and have no final maturity. The Notes may, at the option of the Issuer but subject to the prior
approval of the Secrétariat général de la Commission bancaire (the "SGCB"), be redeemed at the Original Principal Amount (in
whole but not in part) on April 30, 2018 and on each Interest Payment Date thereafter. In addition, the Notes may, in case of
certain tax or regulatory events, be redeemed (in whole but not in part) at the greater of the Base Redemption Price or the Make-
Whole Amount described herein, at any time prior to the First Call Date, or at the Base Redemption Price, on or after the First
Call Date, subject to the prior approval of the SGCB. The principal amount of the Notes may be written down to a minimum
amount of one cent if the Issuer's consolidated regulatory capital falls below required levels, subject to restoration in certain
cases described herein. The Notes are subordinated to substantially all of the Issuer's other obligations, including ordinarily
subordinated debt instruments. For a more detailed description of the Notes, see "Terms and Conditions of the Notes" beginning
on page 122.
Application has been made for the Notes to be admitted to trading on the regulated market of the Luxembourg Stock
Exchange, which is an EU regulated market within the meaning of Directive 2004/39/EC (the "EU regulated market of the
Luxembourg Stock Exchange"), and listed on the Official List of the Luxembourg Stock Exchange.
The Notes have been assigned a rating of "A1" by Moody's Investors Service, Inc., and "A+" by Standard & Poor's
Rating Services, a division of the McGraw-Hill Companies, Inc. A credit rating is not a recommendation to buy, sell or hold
securities and may be subject to revision, suspension or withdrawal at any time by the relevant rating organization.
See "Risk Factors" beginning on page 9 for certain information relevant to an investment in the Notes.
_________________________________
Issue price: 100%
_________________________________
The Notes have been accepted for clearance through The Depository Trust Company ("DTC"), Clearstream Banking,
société anonyme, Luxembourg ("Clearstream, Luxembourg") and Euroclear Bank S.A./N.V., as operator of the Euroclear
system ("Euroclear").
The Notes have been issued in fully registered form in denominations of US$100,000 and integral multiples of US$1,000
in excess thereof. The Notes have been issued in the form of one or more Global Notes registered in the name of a nominee for
DTC. Delivery of the Notes was made only in book-entry form through the facilities of DTC and its participants, including
Euroclear and Clearstream, Luxembourg on April 30, 2008.
This Listing Prospectus has not been submitted to the approval of the Autorité des Marchés Financiers ("AMF").
THE NOTES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO U.S. PERSONS EXCEPT
TO QUALIFIED INSTITUTIONAL BUYERS IN RELIANCE ON THE EXEMPTION FROM REGISTRATION PROVIDED BY
RULE 144A AND TO CERTAIN PERSONS IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S UNDER THE
SECURITIES ACT. YOU 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. SEE "PLAN
OF DISTRIBUTION".
Merrill Lynch & Co.
Morgan Stanley
Natixis Bleichroeder Inc.
The date of this Listing Prospectus is May 13, 2008.

RESPONSIBILITY STATEMENT
The Issuer (whose registered office appears on the Back Cover of this document) accepts responsibility for the
information contained (or incorporated by reference) in this Listing Prospectus. The Issuer, having taken all
reasonable care to ensure that such is the case, confirms that the information contained in this Listing Prospectus is,
to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import.
i

This Listing Prospectus is a prospectus in accordance with Article 5.3 of the Prospectus Directive and has
been prepared for the purpose of giving information with regard to the Issuer and the Notes and the listing of the
Notes on the official list of the Luxembourg Stock Exchange and the admission to trading of the Notes on the EU
Regulated Market of the Luxembourg Stock Exchange. No person has been authorized to give any information or to
make any representations other than those contained in this Listing Prospectus, and, if given or made, such
information or representations must not be relied upon as having been authorized by the Issuer or the Managers (as
defined herein). This Listing Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any
securities. Neither the delivery of this Listing Prospectus nor any sale hereunder shall create, under any
circumstances, any implication that there has been no change in the affairs of the Issuer since the date hereof or that
the information contained herein is correct as of any time subsequent to its date.
INVESTORS SHOULD SATISFY THEMSELVES THAT THEY UNDERSTAND ALL THE RISKS
ASSOCIATED WITH MAKING INVESTMENTS IN THE NOTES. PROSPECTIVE INVESTORS THAT
HAVE ANY DOUBT WHATSOEVER AS TO THE RISKS INVOLVED IN INVESTING IN THE NOTES
SHOULD CONSULT THEIR PROFESSIONAL ADVISORS.
EACH PURCHASER OF THE NOTES MUST COMPLY WITH ALL APPLICABLE LAWS AND
REGULATIONS IN FORCE IN ANY JURISDICTION IN WHICH IT PURCHASES, OFFERS OR SELLS
THE NOTES OR POSSESSES OR DISTRIBUTES THIS PROSPECTUS AND MUST OBTAIN ANY
CONSENT, APPROVAL OR PERMISSION REQUIRED BY IT FOR THE PURCHASE, OFFER OR
SALE BY IT OF THE NOTES UNDER THE LAWS AND REGULATIONS IN FORCE IN ANY
JURISDICTION TO WHICH IT IS SUBJECT OR IN WHICH IT MAKES SUCH PURCHASES, OFFERS
OR SALES, AND NEITHER THE ISSUER NOR THE MANAGERS SHALL HAVE ANY
RESPONSIBILITY THEREFOR.
This Listing Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer, or any of
its affiliates to purchase any Notes in any jurisdiction by any person to whom it is unlawful to make such an offer or
invitation in such jurisdiction. This Listing Prospectus may only be used for the purposes for which it has been
published.
The distribution of this Listing Prospectus and the offering, sale and delivery of the Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Listing Prospectus comes are required by
the Issuer to inform themselves about and to observe any such restrictions.
References herein to ``U.S. Dollar," "dollar" and ``U.S.$'' are to the lawful currency of the United States of
America.
In connection with the issue of the Notes, Merrill Lynch, Pierce, Fenner & Smith Incorporated (the
"Stabilizing Manager") (or persons acting on behalf of any Stabilizing Manager) may have over-allotted
Notes or may effect transactions with a view to supporting the market price of the Notes at a level higher
than that which might otherwise prevail for a limited period. However, there is no assurance that the
Stabilizing Manager (or person acting on behalf of the Stabilizing Manager) will undertake any stabilization
action and any such stabilization action may be discontinued at any time. Any stabilization action may begin
on or after the date on which adequate public disclosure of the terms of the offer of the Notes is made and, if
begun, may be ended at any time, but must end no later than the earlier of 30 days after the Issue Date and
60 days after the date of the allotment of the Notes. Any stabilization action or over-allotment must be
conducted by the Stabilizing Manager (or person acting on behalf of the Stabilizing Manager) in accordance
with all applicable laws and regulations.
ii

TABLE OF CONTENTS
RESPONSIBILITY STATEMENT .............................................................................................................................i
SUMMARY ................................................................................................................................................................1
RISK FACTORS .........................................................................................................................................................8
SELECTED FINANCIAL INFORMATION............................................................................................................10
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................................12
USE OF PROCEEDS ................................................................................................................................................34
TAXATION ..............................................................................................................................................................35
SUBSCRIPTION.......................................................................................................................................................39
GENERAL INFORMATION ...................................................................................................................................40
iii

SUMMARY
This summary must be read as an introduction to this Listing Prospectus. Any decision, by any
investor, to invest in any Notes should be based on a consideration of this Listing Prospectus as a whole,
including the documents incorporated by reference. Following the implementation of the relevant provisions of
the Prospectus Directive in each EEA Member State, no civil liability will attach to the Issuer in any such
Member State solely on the basis of this summary, including any translation thereof, unless it is misleading,
inaccurate or inconsistent when read together with the other parts of this Listing Prospectus. Where a claim
relating to information contained in this Listing Prospectus is brought before a court in an EEA Member State,
the plaintiff may, under the national legislation of the EEA Member State where the claim is brought, be
required to bear the costs of translating this Listing Prospectus before the legal proceedings are initiated.
Words and expressions defined in "Terms and Conditions of the Notes" below shall have the same
meanings in this summary.
The Issuer
The Natixis group is the fourth largest banking group in France and one of the largest banking groups
in Europe, based on Tier 1 capital as of December 31, 2007. It was formed through the November 2006
combination of the corporate and investment banking, asset management and services businesses of the Banque
Populaire group and the Caisse d'Epargne group, each of which is a major French cooperative banking group.
Natixis has a diversified base of activities, an extensive customer base and a broad international presence.
The Natixis group has five core business lines: corporate and investment banking, asset management,
private equity and private banking, services, and receivables management. Retail banking also makes a
significant contribution to the performance of the Natixis group, which owns 20% non-voting interests in the
Banque Populaire and Caisse d'Epargne retail networks, and which distributes products and services through
the branches of those two networks (together they account for approximately 25% of the French retail banking
market based on customer deposits as of December 31, 2007).
In 2007, the Natixis group generated net banking income of 6,043 million and net income (Group
share) of 1,101 million. As of December 31, 2007, the Natixis group had total assets of 520 billion and group
share shareholders' equity of 16.9 billion.
Natixis has a strong position in all of its core business lines. As the banking partner of nearly all of the
largest companies in France, it also plays a very active role in serving financial institutions, such as banks,
insurance companies and pension funds. It has gradually built up an expanding international customer base.
The Natixis group benefits from growing business lines and opportunities that resulted from the
combination of entities that were complementary in terms of both technical expertise and customer bases. The
Natixis group's broad range of products and services including structured financing, capital markets, asset
management and financial services allows it to meet the needs of its own corporate and institutional
customers, as well as the individual, professional and small to medium business customers of the Banque
Populaire and Caisse d'Epargne groups.
Each of the Banque Fédérale des Banques Populaires ("BFBP") and the Caisse Nationale des Caisses
d'Epargne ("CNCE") owns a 34.45% interest in Natixis, with the remainder held by the public and employees
of the Natixis group. BFBP and CNCE are the central bodies of their respective mutual banking groups. Each
central body is owned by the related retail network banks, which are themselves owned by cooperative
shareholders (mainly customers). The central body coordinates policies and exercises certain supervisory
functions with respect to its group pursuant to French law, as well as holding shares in affiliates such as Natixis.
Solvency Ratios
Natixis' solvency ratio as of December 31, 2007 was 10.3%, including a Tier 1 ratio of 10.3%, in each
case on the basis of the standards set forth in the European Capital Adequacy Directive, which applied until
December 31, 2007. Those standards provide that the value of Natixis' non-voting interests in the Caisses
d'Epargne and the Banques Populaires retail banks are deducted fully from Tier 2 capital before they are
1

deducted from Tier 1 capital. Under the Basel II standards that became applicable on January 1, 2008, the value
of these interests is deducted from Tier 1 and Tier 2 capital on a pro rata basis. Adjusting for such a pro rata
deduction, the Tier 1 ratio of Natixis as of December 31, 2007 would have been 8.3%.
2

The Notes
For a more complete description of the Notes, including the definitions of capitalized terms used but
not defined in this Section, see "Terms and Conditions of the Notes".
Issuer:
Natixis.
Description:
US$750,000,000 Undated Deeply Subordinated Perpetual Fixed to Floating
Rate Notes, the proceeds of which will constitute Tier 1 Capital, subject to
the limits on the portion of the Issuer's Tier 1 Capital that may consist of
hybrid securities in accordance with Applicable Banking Regulations and the
interpretations of the Secrétariat général de la Commission bancaire (the
"SGCB").
Principal Amount:
US$750,000,000.
Issue Price:
100%
Fiscal Agent, Principal Paying Citibank, N.A., London Branch
Agent and Calculation Agent:
Luxembourg Listing and
Fortis Banque Luxembourg S.A.
Paying Agent
Denomination:
US$100,000 and integral multiples of US$1,000 in excess thereof.
Maturity:
The Notes are undated perpetual obligations in respect of which there is no
fixed redemption or maturity date.
Status of the Notes:
The Notes are deeply subordinated notes issued pursuant to the provisions of
Article L.228-97 of the French Code de commerce.
Accordingly, the principal and interest on the Notes (which constitute
obligations under French law) constitute direct, unconditional, unsecured,
undated and deeply subordinated obligations of the Issuer and will rank pari
passu among themselves and with all other present and future Deeply
Subordinated Obligations and Support Agreement Claims but shall be
subordinated to the present and future prêts participatifs granted to the Issuer
and present and future titres participatifs issued by the Issuer, Ordinarily
Subordinated Obligations and Unsubordinated Obligations of the Issuer.
In the event of liquidation, the Notes shall rank in priority to any payments
to holders of any classes of share capital and of any other equity securities
issued by the Issuer.
Regulatory Treatment:
The proceeds of the issue of the Notes will be treated, for regulatory
purposes, as consolidated fonds propres de base for the Issuer, subject to the
limits on the portion of the Issuer's fonds propres de base that may consist
of hybrid securities in accordance with Applicable Banking Regulations (the
"Hybrid Securities Limit"). Fonds propres de base ("Tier 1 Capital")
shall have the meaning given to that term in Article 2 of Règlement no. 90-
02 dated February 23, 1990, as amended, of the Comité de la Réglementation
Bancaire et Financière (the "CRBF Regulation") or otherwise recognized
as fonds propres de base by the SGCB. The CRBF Regulation should be
read in conjunction with the press release of the Bank for International
Settlements dated October 27, 1998 concerning instruments eligible for
inclusion in Tier 1 Capital (the "BIS Press Release").
3

Interest:
Interest will accrue and be payable in respect of the Notes as follows:
(a)
in respect of the period from and including April 30, 2008 up to but
excluding April 30, 2018, semi-annually in arrears at 10% per annum,
commencing October 30, 2008; and
(b)
in respect of the period from and including April 30, 2018, quarterly
in arrears on January 30, April 30, July 30 and October 30 of each
year, commencing July 30, 2018, at a rate per annum equal to 3-month
US$ LIBOR plus 6.51% per annum.
Payments of Interest:
The payment of interest will be mandatory on a Compulsory Interest
Payment Date (as defined below). Interest in respect of the Notes on any
other Interest Payment Date (an "Optional Interest Payment Date") may
be forfeited under the circumstances described below.
"Compulsory Interest Payment Date" means each Interest Payment Date
as to which at any time during a period of one-year prior to such Interest
Payment Date:
(a)
the Issuer has declared or paid a dividend (whether in cash, shares or
any other form but excluding a dividend paid in newly issued shares),
or more generally made a payment of any nature, on any class of share
capital or on other equity securities issued by the Issuer, or on Deeply
Subordinated Obligations or under any Support Agreement, in each
such case to the extent such instrument (or the underlying Parity
Securities) is categorized as Tier 1 Capital, unless such payment on
Deeply Subordinated Obligations or under Support Agreements was
required to be made as a result of a dividend or other payment having
been made on any class of share capital or on other equity securities or
any Deeply Subordinated Obligations issued by the Issuer, or on any
Parity Securities; or
(b)
the Issuer has redeemed, repurchased or otherwise acquired any class
of its share capital (whether such shares are represented by ordinary
shares or preference shares qualifying as Tier 1 Capital), by any
means, with the exception of repurchases of share capital for purposes
of making shares available to cover employee stock option, stock
attribution or stock purchase programs, regularization of the Issuer's
share price, investment activities or holding shares with a view to their
resale or exchange, particularly in connection with external growth
transactions or the issuance of securities convertible into or
exchangeable for the Issuer's share capital; or
(c)
any subsidiary of the Issuer has declared or paid a dividend on any
Parity Securities, unless such dividend was required to be paid as a
result of a dividend or other payment having been made on any class
of share capital or on other equity securities or any Deeply
Subordinated Obligations issued by the Issuer or on any Parity
Securities qualifying as consolidated Tier 1 Capital of the Issuer.
provided, however, that if a Supervisory Event occurred during the Interest
Period immediately preceding such Interest Payment Date, such Interest
Payment Date shall only be a Compulsory Interest Payment Date if such
Supervisory Event had occurred prior to the relevant event described in sub-
paragraph (a), (b) or (c) above.
On any Optional Interest Payment Date, the Issuer may, at its option, elect
not to pay interest in respect of the Notes accrued to that date. Any interest
not paid on such date shall be forfeited and no longer be due and payable by
4

the Issuer.
In the event that a Supervisory Event occurs during the Interest Period
immediately preceding an Optional Interest Payment Date, the amount of
Accrued Interest (as defined below), if any, in respect of each Note shall
automatically be suspended, and no interest on the Notes shall accrue and be
payable by the Issuer with respect to the remaining period in such Interest
Period or any other Interest Period during the period starting on the date of
the Supervisory Event and ending on the date of the End of Supervisory
Event, unless an event triggering a Compulsory Interest Payment Date
subsequently occurs.
Such Accrued Interest may be paid on the next succeeding Optional Interest
Payment Date occurring as from the date of the End of Supervisory Event.
"Accrued Interest" is only applicable with respect to an Interest Period
whose Interest Payment Date is an Optional Interest Payment Date and
means, with respect to the period from (and including) the immediately
preceding Interest Payment Date to (but excluding) the date of the
occurrence of a Supervisory Event, the amount of interest accrued on the
Notes during such period.
Supervisory Event:
Supervisory Event means the first date on which either of the following
events occurs: (i) the risk-based consolidated capital ratio of the Issuer and
its consolidated subsidiaries, calculated in accordance with the Applicable
Banking Regulations, falls below the minimum percentage required in
accordance with Applicable Banking Regulations or any other minimum
level applicable to the Issuer, or (ii) the notification by the SGCB to the
Issuer, that the SGCB has determined, in its sole discretion, that the
foregoing clause (i) of this definition would apply in the near term.
A Supervisory Event shall be deemed to occur pursuant to clause (i) above
on the date on which the Issuer determines that the risk-based consolidated
capital ratio has fallen below the relevant level.
Loss Absorption:
The amount of Accrued Interest, if any, and thereafter, if necessary, the
Current Principal Amount of the Notes may be reduced following a
Supervisory Event (unless the Issuer first completes a capital increase or
certain other transactions). The amount by which Accrued Interest and, as
the case may be, the then Current Principal Amount are reduced, will be
equal to the amount of the insufficiency of the share capital increase or any
other proposed measures aiming at an increase of the Tier 1 Capital to
remedy the Supervisory Event. For the avoidance of doubt, the first remedy
to the Supervisory Event shall be a share capital increase. See "Terms and
Conditions of the Notes Loss Absorption and Return to Financial Health".
End of Supervisory Event:
End of Supervisory Event means, following a Supervisory Event, the first
date on which either of the following events occurs: (i) if the Supervisory
Event occurred pursuant to clause (i) of the definition of Supervisory Event,
the risk-based consolidated capital ratio of the Issuer and its consolidated
subsidiaries, calculated in accordance with the Applicable Banking
Regulations, complies with the minimum percentage required in accordance
with Applicable Banking Regulations and any other minimum level
applicable to the Issuer, or (ii) if the Supervisory Event occurred pursuant to
clause (ii) of the definition of Supervisory Event, the notification by the
SGCB to the Issuer, that it has determined, in its sole discretion, in view of
the financial condition of the Issuer, that the circumstances which resulted in
the Supervisory Event have ended. An End of Supervisory Event shall be
deemed to occur pursuant to clause (i) above on the date on which the Issuer
5

determines that such ratio has been so restored.
Return to Financial Health:
Return to Financial Health means a positive Consolidated Net Income
recorded for at least two consecutive financial years reported following the
End of Supervisory Event. The Current Principal Amount of the Notes may
be reinstated following a Return to Financial Health, to the extent any such
reinstatement does not trigger the occurrence of a Supervisory Event.
Whether or not a Return to Financial Health has occurred, the Issuer shall
increase the Current Principal Amount of the Notes up to the Original
Principal Amount in certain circumstances, including payment of dividends
on share capital, redemption of the Notes or liquidation of the Issuer.
Early Redemption:
The Notes may be redeemed (in whole but not in part) on April 30, 2018 and
on any Interest Payment Date thereafter, at the option of the Issuer. Any
such redemption will be at the Original Principal Amount.
The Issuer will also have the right to redeem the Notes at par at any time (in
whole but not in part) in case of imposition of withholding tax, in case of a
loss of deductibility for corporate income tax purposes and for regulatory
reasons (i.e., loss of Tier 1 Capital status for the Notes, except as a result of
the application of the Hybrid Securities Limit). The redemption price will be
the greater of par plus Accrued Interest, or a Make-Whole Amount (as
defined in "Terms and Conditions of the Notes Redemption and
Purchase").
Any early redemption is subject to the prior approval of the SGCB.
Risk Factors relating to the
There are certain factors which are material for the purpose of assessing the
Notes:
risks associated with the Notes, including the following (each of which is
described in more detail under "Risk Factors"):
(a) The Notes are deeply subordinated obligations;
(b) The principal amount of the Notes may be reduced to absorb losses
of the Issuer;
(c) There are certain restrictions on payments under the Notes;
(d) There is no limitation on issuing or guaranteeing debt;
(e) The Notes are undated securities; and
(f) The Notes may be redeemed under certain circumstances.
Taxation:
As the Notes were issued outside France for taxation purposes, interest and
other revenues in respect of the Notes benefit from the exemption provided
for in Article 131 quater of the French Code Général des Impôts (General
Tax Code) from deduction of tax at source as provided in the Terms and
Conditions of the Notes. Accordingly, such payments do not give the right to
any tax credit from any French source. In the event that any such deduction
is made, the Issuer will, save in certain limited circumstances provided in the
Terms and Conditions of the Notes and to the fullest extent then permitted
by law, be required to pay additional amounts to cover the amounts so
deducted.
Negative Pledge:
There is no negative pledge in respect of the Notes.
Event of Default:
There will be an event of default in the event of the judicial liquidation
(liquidation judiciaire) or liquidation for any other reason of the Issuer, in
which case the rights of the Noteholders will be to the Original Principal
6