Obligation BNP Paribas SA 5.186% ( US05565AAA16 ) en USD

Société émettrice BNP Paribas SA
Prix sur le marché refresh price now   100 %  ⇌ 
Pays  France
Code ISIN  US05565AAA16 ( en USD )
Coupon 5.186% par an ( paiement semestriel )
Echéance Perpétuelle



Prospectus brochure de l'obligation BNP Paribas US05565AAA16 en USD 5.186%, échéance Perpétuelle


Montant Minimal /
Montant de l'émission /
Prochain Coupon 29/12/2025 ( Dans 55 jours )
Description détaillée BNP Paribas est une banque internationale française, l'une des plus grandes d'Europe, offrant une large gamme de services financiers aux particuliers, entreprises et institutions.

L'obligation perpétuelle émise par BNP Paribas (ISIN : US05565AAA16), cotée 100% en USD, offre un taux d'intérêt de 5,186% avec une fréquence de paiement semestrielle.







$1,350,000,000 Undated Deeply Subordinated Non-Cumulative Notes
The Proceeds of Which Constitute Tier 1 Regulatory Capital
Issue Price: 100.00%
The $1,350,000,000 Undated Deeply Subordinated Non-Cumulative Notes (the "Notes") of BNP Paribas (the
"Issuer") will be issued outside the French Republic and will bear interest at a fixed rate of 5.186% per annum from
and including June 29, 2005 (the "Issue Date") to but excluding June 29, 2015, payable semi-annually in arrears on a
non-cumulative basis on June 29 and December 29 of each year, commencing on December 29, 2005, and thereafter at
a floating rate equal to 3-month USD Libor plus a margin equal to 1.68% per annum, payable quarterly in arrears on
March 29, June 29, September 29 and December 29 of each year, commencing on September 29, 2015.
Payment of interest on the Notes will be mandatory 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 shall 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 ("SGCB") or its successor, be redeemed at par in
whole or in part on June 29, 2015 and on any Interest Payment Date (as defined in "Terms and Conditions of the
Notes--Definitions" herein) thereafter. In addition, the Notes may, in case of certain tax or regulatory events, be
redeemed at par at any time (in whole but not in part), 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 of one dollar if the Issuer incurs losses and
certain regulatory capital events occur, subject to restoration in certain cases described herein. The Notes are
subordinated to substantially all of the Issuer's other obligations, including in respect of ordinarily subordinated debt
instruments. (See "Terms and Conditions of the Notes--Status of the Notes and Subordination".)
Application has been made to list the Notes on the Luxembourg Stock Exchange. The Notes have been assigned
a rating of "A1" by Moody's Investors Service, Inc., "A+" by Standard & Poor's Ratings Services and "AA-" by Fitch
Ratings. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension,
reduction or withdrawal at any time by the relevant rating agency.
See "Investment Considerations" herein for certain information relevant to an investment in the Notes.
The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), or the state securities laws of any state of the United States or any other jurisdiction.
The Notes may not be offered or sold within the United States or to U.S. persons, except to qualified institutional
buyers ("QIBs") in accordance with Rule 144A under the Securities Act ("Rule 144A") and to certain persons in
offshore transactions in reliance on Regulation S under the Securities Act ("Regulation S"). Prospective purchasers
are hereby notified that the seller 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" and "Notice to Investors".
The Notes are not deposits of BNP Paribas and are not insured by the Federal Deposit Insurance Corporation
or any other governmental agency.
The Notes sold in the United States pursuant to Rule 144A will be represented by one or more global
certificates in registered form (together the "Rule 144A Global Note"). The Notes sold outside the United States
pursuant to Regulation S will be represented by one or more global certificates in registered form (together the
"Regulation S Global Note" and, together with the Rule 144A Global Note, the "Global Notes"). The Global Notes
will be registered in the name of a nominee of, and will be deposited with a custodian for, The Depository Trust
Company, New York ("DTC") on the Issue Date. It is expected that delivery of the Notes will be made only in book-
entry form through the facilities of DTC and its participants, including Euroclear Bank S.A./N.V., as operator of the
Euroclear System ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg").
This Offering Circular has not been submitted to the approval of the French securities regulator, the Autorité
des marchés financiers.
BNP PARIBAS
BNP PARIBAS
Lead Manager and Sole Bookrunner
Structuring Advisor
Citigroup, HSBC, Merrill Lynch & Co,
Morgan Stanley, RBS Greenwich Capital
Co-Lead Managers
The date of this Offering Circular is June 17, 2005


This Offering Circular does not constitute an offer of, or an invitation or solicitation by or on behalf of the
Issuer or the Managers (as defined in "Plan of Distribution" herein) or any affiliate of any of them to subscribe for or
purchase, any Notes in any jurisdiction by any person to whom it is unlawful to make such an offer, invitation or
solicitation in such jurisdiction. The distribution of this Offering Circular and the offering or sale of the Notes in certain
jurisdictions, including the United States, the United Kingdom and the French Republic, may be restricted by law.
Persons into whose possession this Offering Circular comes are required by the Issuer and the Managers to inform
themselves about and to observe any such restrictions. For a description of certain restrictions on offers and sales of
Notes and distribution of this Offering Circular, see "Plan of Distribution" herein. No person is authorized to give any
information or to make any representation other than those contained in this Offering Circular in connection with the
issue or sale of the Notes and, if given or made, such information or representation must not be relied upon as having
been authorized by or on behalf of the Issuer or the Managers. The delivery of this Offering Circular at any time does
not imply that the information contained in it is correct as at any time subsequent to its date. In making an investment
decision regarding the Notes, prospective investors must rely on their own independent investigation and appraisal of
the Issuer, its business and the terms of the offering, including the merits and risks involved. The contents of this
Offering Circular are not to be construed as legal, business or tax advice. Each prospective investor should consult its
own advisers as to legal, tax, financial, credit and related aspects of an investment in the Notes. No representation or
warranty, express or implied, is made by the Managers as to the accuracy or completeness of any of the information set
forth in this Offering Circular, and nothing contained in this Offering Circular is or shall be relied upon as a promise or
representation, whether as to the past or the future.
This document is only being distributed to and is only directed at (i) persons who are outside the United
Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2001 (the "Order") (all such persons together being referred to as "relevant persons").
The Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such
Notes will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on
this document or any of its contents.
References herein to the "Issuer" or to the "Bank" are to BNP Paribas. References to the "Group" or the
"BNP Paribas Group" are to BNP Paribas, together with its consolidated subsidiaries.
The Issuer, having made all reasonable enquiries, confirms that this Offering Circular contains all information
with respect to the Issuer, the Group and the Notes which is material in the context of the issue and offering of the
Notes, that the statements contained in this Offering Circular relating to the Issuer, the Group and the Notes are in
every material respect true and accurate and not misleading, that the opinions and intentions expressed in this Offering
Circular with regard to the Issuer and the Group are honestly held, have been reached after considering all relevant
circumstances and are based on reasonable assumptions, and that there are no other facts in relation to the Issuer, the
Group or the Notes the omission of which would, in the context of the issue of the Notes, make any information or
statement in this Offering Circular misleading in any material respect, and all reasonable enquiries have been made by
the Issuer to ascertain such facts and matters and to verify the accuracy of all such information and statements. The
Issuer accepts responsibility accordingly.
The Notes have not been approved or disapproved by the United States Securities and Exchange Commission
(the "SEC"), any state securities commission or any other regulatory authority, nor have any of the foregoing
authorities passed upon or endorsed the merits of this offering or the accuracy or adequacy of this Offering Circular.
Any representation to the contrary is unlawful.
In connection with this issuance, BNP Paribas Securities Corp. (the "Stabilizing Manager") or any
person acting for it may over-allot or 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 may be no
obligation on the part of the Stabilizing Manager or any of its agents to do this. Such stabilization, if
commenced, may be discontinued at any time, must be brought to an end after a limited period (not exceeding
30 days after the Issue Date) and will be carried out in compliance with all applicable laws and regulations.
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 ("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 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 THE STATE OF NEW HAMPSHIRE 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.
ADDITIONAL INFORMATION
The Issuer currently furnishes certain information to the SEC in accordance with Rule 12g3-2(b)
under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is one of the
foreign private companies that claim exemption from the registration requirements of Section 12(g) of
the Exchange Act. If, at any time, the Issuer is neither subject to Section 13 or Section 15(d) of the
Exchange Act nor exempt from reporting pursuant to Rule 12g3-2(b), it will furnish, upon written
request of a holder of the Notes or a prospective purchaser designated by such holder, the information
required to be delivered pursuant to Rule 144A(d)(4) of the Securities Act.
LIMITATIONS ON ENFORCEMENT OF CIVIL LIABILITIES
The Issuer is a société anonyme duly organized and existing under the laws of France, and many
of its assets are located in France. Many of its subsidiaries, legal representatives and executive officers
and certain other parties named herein reside in France, and substantially all of the assets of these
persons are located in France. As a result, it may not be possible, or it may be difficult, for a holder or
beneficial owner of the Notes located outside of France to effect service of process upon the Issuer or
such persons in the home country of the holder or beneficial owner or to enforce against such persons
judgments obtained in non-French courts, including those judgments predicated upon the civil liability
provisions of the U.S. federal or state securities laws.
FORWARD-LOOKING STATEMENTS
This Offering Circular contains forward-looking statements. Statements that are not historical
facts, including statements about the Issuer's beliefs and expectations, are forward-looking statements.
These statements are based on current plans, estimates and projections, and therefore undue reliance
should not be placed on them. Forward-looking statements speak only as of the date they are made, and
the Issuer undertakes no obligation to update publicly any of them in light of new information or future
events.
3


TABLE OF CONTENTS
SUMMARY OF THE BNP PARIBAS GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
SUMMARY OF THE TERMS AND CONDITIONS OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . .
6
INVESTMENT CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19
EXCHANGE RATE AND CURRENCY INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20
PRESENTATION OF FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21
CAPITALIZATION OF THE GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22
SELECTED FINANCIAL DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
24
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
26
TRANSITION TO INTERNATIONAL FINANCIAL REPORTING STANDARDS . . . . . . . . . . . . . . .
68
RECENT DEVELOPMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
80
BUSINESS OF THE GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
92
RISK MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
111
GOVERNMENTAL SUPERVISION AND REGULATION OF BNP PARIBAS IN FRANCE . . . . . .
135
CAPITAL ADEQUACY OF THE BNP PARIBAS GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
139
MANAGEMENT OF THE BANK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
147
TERMS AND CONDITIONS OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
150
BOOK-ENTRY PROCEDURES AND SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
170
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
175
ERISA MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
178
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
179
NOTICE TO INVESTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
181
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
185
INDEPENDENT ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
185
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
186
SUMMARY OF CERTAIN DIFFERENCES BETWEEN FRENCH GAAP AND U.S. GAAP . . . . . . .
A-1
CONSOLIDATED FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
4


SUMMARY OF THE BNP PARIBAS GROUP
The Group is one of the top global players in financial services, conducting retail, corporate
and investment banking, private banking, asset management, insurance and specialized and other
financial activities throughout the world. The Group is a leading European provider of corporate and
investment banking products and services and a leading provider of private banking and asset
management products and services throughout the world. It provides retail banking and financial
services to over 20 million individual customers throughout the world, in particular in Europe and the
western United States. The Group has three divisions: Retail Banking, Asset Management and Services
and Corporate and Investment Banking. Operationally, these divisions are organized into five core
businesses (French Retail Banking, International Retail Banking and Financial Services, Asset
Management and Services, Corporate and Investment Banking and BNP Paribas Capital).
According to rankings published in July 2004 by The Banker (based on 2003 figures):
·
based on total assets, the Group was the second largest banking group in France, the fifth
largest in Europe, and the seventh largest in the world; and
·
based on Tier 1 capital, the Group was the second, fourth and tenth largest banking group
in France, Europe and the world, respectively.
The Group has offices in more than 85 countries. At December 31, 2004, the Group had
consolidated assets of 905.9 billion, consolidated gross total customer items of 266.9 billion,
consolidated customer deposits (including retail and negotiable certificates of deposit) of 328.3 billion
and shareholders' equity (Group share including income for the 2004 fiscal year) of 30.2 billion. Net
income, before taxes, non-recurring items and amortization of goodwill for the year ended December
31, 2004 was 7.6 billion. Net income, Group share, for the year ended December 31, 2004 was 4.7
billion.
The Bank currently has long-term senior debt ratings of "Aa2" with stable outlook from
Moody's, "AA" with stable outlook from Standard & Poor's and "AA" with stable outlook from Fitch
Ratings. Moody's has also assigned the Bank a Bank Financial Strength rating of "B+" and Fitch
Ratings has assigned the Bank an individual rating of "A/B."
5


SUMMARY OF THE TERMS AND CONDITIONS OF THE NOTES
The following summary is qualified in its entirety by the more detailed information included
elsewhere in this Offering Circular. Capitalized terms used but not defined in this summary shall bear
the respective meanings ascribed to them under "Terms and Conditions of the Notes". Prospective
investors should also consider carefully, amongst other things, the factors set out under "Investment
Considerations".
Issuer:
BNP Paribas (the "Issuer").
Description:
USD 1,350,000,000 Undated Deeply Subordinated
Non-Cumulative Notes (the "Notes").
Bookrunner
BNP Paribas Securities Corp.
Structuring Advisor:
BNP Paribas
Fiscal Agent, Principal Paying
Agent and Calculation Agent:
BNP Paribas Securities Services, Luxembourg Branch
Luxembourg Listing Agent:
BNP Paribas Securities Services, Luxembourg Branch
Method of Issue:
The Notes will be issued on a syndicated basis.
Denomination:
USD 1,000 per Note.
Original Principal Amount:
USD 1,000 per Note, which amount may be permanently
reduced in the event of a partial call as described below under
"Call from the First Call Date".
Current Principal Amount:
Equal to the principal amount of the Notes outstanding at any
time, calculated on the basis of the Original Principal Amount
of the Notes as such amount may be reduced pursuant to the
application of the loss absorption mechanism and/or reinstated
on one or more occasions, as described below under "Loss
Absorption" and "Reinstatement", respectively.
Maturity:
The Notes will be undated securities of the Issuer with no fixed
redemption or maturity date.
Form of the Notes:
Each Note will be issued in the form of one or more fully
registered global certificates, without coupons, registered in the
name of a nominee of DTC and deposited with a custodian for
DTC. Investors may hold a beneficial interest in the Notes
through DTC, Euroclear or Clearstream, Luxembourg directly
as a participant in one of those systems or indirectly through
financial institutions that are participants in any of those
systems.
6


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.
The principal and interest on the Notes (which constitute
obligations under French law) constitute direct, unconditional,
unsecured, undated and deeply subordinated obligations (titres
subordonnés de dernier rang) of the Issuer and rank and will
rank pari passu among themselves and with all other present
and future Parity Securities (as defined below), but shall be
subordinated to the present and future prêts participatifs
granted to the Issuer, titres participatifs issued by the Issuer,
Ordinarily Subordinated Obligations (as defined below) and
Unsubordinated Obligations (as defined below). In the event of
liquidation, the Notes shall rank in priority to any payments to
holders of Equity Securities (as defined below).
There will be no limitations on issuing debt at the level of the
Issuer or of any consolidated subsidiaries.
"Equity Securities" means (a) the ordinary shares of the Issuer
and (b) any other class of the Issuer's share capital or other
securities of the Issuer ranking junior to the Parity Securities.
"Parity Securities" means (x) any deeply subordinated
obligations (titres subordonnés de dernier rang) or other
instruments issued by the Issuer which (i) rank, or are
expressed to rank, pari passu among themselves and with the
Notes and behind the prêts participatifs granted to the Issuer,
the titres participatifs issued by the Issuer, the Ordinarily
Subordinated Obligations and Unsubordinated Obligations and
(ii) meet the requirements to be eligible as Tier 1 Capital (as
defined below) of the Issuer, or (y) any claim against the Issuer
by any subsidiary of the Issuer under a support agreement,
guarantee or other agreement or instrument issued by the Issuer
in favor of any subsidiary of the Issuer that has issued or will
issue preferred securities or preferred or preference shares, the
proceeds of which issuance qualify as Tier 1 Capital of the
Issuer (for the avoidance of doubt, "Parity Securities" include,
without limitation, any claims under the support agreements
relating to (i) BNP U.S. Funding L.L.C.'s 7.738%
Noncumulative Preferred Securities, Series A, (ii) BNP Paribas
Capital Preferred L.L.C.'s 9.003% Noncumulative Company
Preferred Securities, (iii) BNP Paribas Capital Preferred II
L.L.C.'s 7.00% Noncumulative Company Preferred Securities,
(iv) BNP Paribas Capital Preferred III L.L.C.'s 6.625%
Noncumulative Company Preferred Securities, (v) BNP Paribas
Capital Preferred IV L.L.C.'s 6.342% Noncumulative
Company Preferred Securities, (vi) BNP Paribas Capital
7


Preferred V L.L.C.'s 7.20% Noncumulative Company
Preferred Securities and (vii) BNP Paribas Capital Preferred VI
L.L.C.'s
5.868%
Noncumulative
Company
Preferred
Securities).
"Ordinarily
Subordinated
Obligations"
means
any
obligations (including any bonds or notes) of the Issuer which
constitute direct, unconditional, unsecured and subordinated
obligations of the Issuer and which at all times rank pari passu
and without any preference among themselves and equally and
ratably with any other existing or future Ordinarily
Subordinated Obligations, behind Unsubordinated Obligations
but in priority to Equity Securities, the Notes, Parity Securities,
prêts participatifs granted to the Issuer and titres participatifs
issued by the Issuer.
"Unsubordinated Obligations" means
any obligations
(including any bonds or notes) of the Issuer which constitute
direct,
unconditional,
unsecured
and
unsubordinated
obligations of the Issuer and which rank in priority to the
Ordinarily Subordinated Obligations.
Regulatory Treatment:
The proceeds of the issue of the Notes will be treated, for
regulatory purposes, as fonds propres de base of the Issuer
("Tier 1 Capital"). Fonds propres de base shall have the
meaning given to it in Article 2 of Règlement n° 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 Secrétariat général de la Commission bancaire
("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"). The French language version of the BIS Press
Release is attached to the report published annually by the
SGCB entitled "Modalités de calcul du ratio international de
solvabilité".
Negative Pledge:
There will be no negative pledge in respect of the Notes.
Events of Default:
There will be no events of default in respect of the Notes.
However, the Notes must be redeemed in the event of
liquidation of the Issuer, in an amount calculated on the basis of
the Original Principal Amount of the Notes.
Interest:
The Notes bear interest on their Current Principal Amount at a
fixed rate of 5.186% per annum from, and including, June 29,
2005 (the "Issue Date") to, but excluding, the First Call Date
8


payable semi-annually in arrears on a non-cumulative basis on
June 29 and December 29 of each year (each a "Fixed Rate
Interest Payment Date"), commencing on December 29,
2005.
Thereafter, the Notes will bear interest on their Current
Principal Amount at a floating rate equal to 3-month USD
Libor plus a margin equal to 1.68% per annum payable
quarterly in arrears on a non-cumulative basis on March 29,
June 29, September 29 and December 29 of each year (each a
"Floating Rate Interest Payment Date" and together with
each Fixed Rate Interest Payment Date, an "Interest Payment
Date"), commencing on September 29, 2015.
"First Call Date" means June 29, 2015.
"Fixed Rate Interest Period" means the period beginning on
(and including) the Issue Date and ending on (but excluding)
the first Fixed Rate Interest Payment Date and each successive
period beginning on (and including) a Fixed Rate Interest
Payment Date and ending on (but excluding) the next
succeeding Fixed Rate Interest Payment Date.
"Floating Rate Interest Period" means the period beginning
on (and including) the First Call Date and ending on (but
excluding) the first Floating Rate Interest Payment Date and
each successive period beginning on (and including) a Floating
Rate Interest Payment Date and ending on (but excluding) the
next succeeding Floating Rate Interest Payment Date.
"Interest Period" means a Fixed Rate Interest Period or a
Floating Rate Interest Period, as the case may be.
Interest payments are subject to the provisions set forth below
under
"Interest
Payments",
"Loss
Absorption"
and
"Reinstatement".
Interest Payments:
Optional Non-Payment of Interest
On each Interest Payment Date, the Issuer shall pay interest on
the Notes accrued to that date in respect of the Interest Period
ending immediately prior to such Interest Payment Date,
subject to the provisions of the following paragraphs. The
interest to be paid will be calculated on the basis of the Current
Principal Amount of the Notes outstanding during any Interest
Period.
For so long as the provisions set forth below under "Mandatory
Interest Payment" do not apply, the Issuer may elect not to pay
interest on any Interest Payment Date, in particular with a view
to restoring its regulatory capital in order to ensure the
continuity of its activities without weakening its financial
structure.
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Any amount of interest, excluding Broken Interest (as defined
below), not so paid on an Interest Payment Date shall be
forfeited and shall no longer be due and payable by the Issuer.
Furthermore, the Issuer shall be required not to pay interest on
the Notes, subject to the provisions set forth below under
"Mandatory Interest Payment", if, on or at any time prior to the
fifth Business Day prior to such Interest Payment Date, a
Capital Deficiency Event (as defined below) has occurred or
would occur upon payment of the interest due on such Interest
Payment Date.
Notice of non-payment of interest on the Notes on any Interest
Payment Date in accordance with the above provisions (an
"Interest Non-Payment Notice") shall be given to the
Noteholders no later than two Business Days prior to the
relevant Interest Payment Date. Furthermore, payment of any
Broken Interest (as defined below) will not be made on such
Interest Payment Date.
For the avoidance of doubt, the occurrence of a Capital
Deficiency Event and any resulting notice will be effective only
with respect to the interest amount due on the immediately
following Interest Payment Date. As appropriate, the Issuer will
make a new determination and deliver other notice(s) with
respect to any subsequent Interest Payment Date in relation to
which a Capital Deficiency Event is continuing or occurs again.
The amount of Broken Interest may be reduced pursuant to the
provisions set forth below under "Loss Absorption". At the
option of the Issuer, any Broken Interest, to the extent not
reduced to absorb losses, may be paid on the first Interest
Payment Date after the end of a Capital Deficiency Event. Any
Broken Interest not paid by the Issuer on such Interest Payment
Date shall be forfeited.
"Broken Interest" means, with respect to the period from (and
including) the immediately preceding Interest Payment Date (or
in the case of the first Interest Payment Date, the Issue Date) to
(but excluding) the date of the occurrence of a Capital
Deficiency Event, the amount of interest accrued on the Notes
during such period as calculated by the Calculation Agent.
"Capital Deficiency Event" means the first date on which
either of the following events occurs:
(a) the total risk-based consolidated capital ratio of the Issuer,
calculated in accordance with Applicable Banking
Regulations, falls below the minimum percentage required
by Applicable Banking Regulations; or
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