Obligation Norddeutsche Privatbank 0% ( XS0199988436 ) en EUR

Norddeutsche Privatbank

100 % ⇌

Allemagne

XS0199988436 ( en EUR )

07/09/2009 - Obligation échue

Prospectus brochure de l'obligation HSH Nordbank XS0199988436 en EUR 0%, échue

HSH Nordbank est une banque publique allemande spécialisée dans le financement du commerce et de l'industrie, ainsi que dans les activités de banque d'investissement, principalement active dans le nord de l'Allemagne.

L'Obligation émise par Norddeutsche Privatbank ( Allemagne ) , en EUR, avec le code ISIN XS0199988436, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 07/09/2009

OFFERING CIRCULAR
HSH NORDBANK
HSH Nordbank AG
(Incorporated in the Federal Republic of Germany)
and
HSH N Finance (Guernsey) Limited
(Incorporated in Guernsey)
C25,000,000,000
Euro Medium Term Note Programme
Under the A25,000,000,000 Euro Medium Term Note Programme (the ``Programme''), HSH
Nordbank AG (the ``Bank'') and HSH N Finance (Guernsey) Limited (``HSH Guernsey'' and, together
with the Bank, the ``Issuers'', and each, in relation to Notes issued by it, an ``Issuer''), subject to
compliance with all relevant laws, regulations and directives, may from time to time issue notes (the
``Notes'', which will include Senior Notes and Subordinated Notes (each as defined herein)). Notes issued
by HSH Guernsey will be unconditionally and irrevocably guaranteed by the Bank (in such capacity, the
``Guarantor'', although references to ``the Bank'' should be construed as references to the Bank in its
capacities as Issuer or Guarantor, as the context so requires).
The maximum aggregate nominal amount of all Notes from time to time outstanding will not exceed
A25,000,000,000 (or its equivalent in other currencies calculated as described herein), subject to increase as
described herein.
The Notes may be issued on a continuing basis to one or more of the Dealers specified herein and
any additional dealer appointed under the Programme from time to time, which appointment may be for a
specific issue or on an ongoing basis (each a ``Dealer'' and together the ``Dealers''). References in this
Offering Circular to the ``relevant Dealer'' shall, in the case of an issue of Notes being (or intended to be)
subscribed by more than one Dealer, be to all Dealers agreeing to purchase such Notes.
Application has been made to list the Notes issued pursuant to the Programme on the Luxembourg
Stock Exchange. In relation to Notes listed on the Luxembourg Stock Exchange, this Offering Circular is
valid for a period of one year from the date hereof. Notice of the aggregate nominal amount of interest (if
any) payable in respect of the issue price of, and any other terms and conditions not contained herein
which are applicable to, the Notes of each Tranche (as defined in ``Summary of the Programme'') will be
set forth in a pricing supplement (the ``Pricing Supplement'') which, with respect to Notes to be admitted
to the Luxembourg Stock Exchange, will be delivered to the Luxembourg Stock Exchange on or before the
date of issue of the Notes of such Tranche. References in this Offering Circular to the ``relevant Issuer''
shall be to the Issuer of the Notes named in the relevant Pricing Supplement.
The Programme provides that Notes may be listed on such other or further stock exchange(s) as may
be agreed between the relevant Issuer and the relevant Dealer. Each Issuer may also issue unlisted Notes.
The Notes of each Tranche will be represented on issue by a temporary global note (each a
``temporary Global Note'') or a permanent global note (each a ``permanent Global Note'') which will be
deposited on the issue date thereof with a common depositary on behalf of Euroclear Bank S.A./N.V. as
operator of the Euroclear System (``Euroclear'') and Clearstream Banking, socie´te´ anonyme (``Clearstream,
Luxembourg'') and/or any other agreed clearance system. The provisions governing the exchange of
interests in Global Notes for other Global Notes and definitive notes (each a ``Definitive Note'') are
described in ``Form of the Notes''. Notes may also be issued in uncertificated book entry form, that are to
be credited on their issue date with account holders with the Værdipapier centralen (the ``VP'') or the
Norwegian Register of Securities (Verdipapirsentralen) (the ``VPS''). The provisions governing the issue of
VP Notes (as defined herein) and VPS Notes (as defined herein) are described in ``Summary of the
Programme VP Notes'' and ``Summary of the Programme VPS Notes'', respectively.
Arranger
UBS Investment Bank
Dealers
Citigroup
Deutsche Bank
HSH Nordbank AG
HVB Corporates & Markets
Lehman Brothers
Goldman Sachs International
Morgan Stanley
Nomura International
UBS Investment Bank
WestLB AG
The date of this Offering Circular is 2 June 2004.

The Bank accepts responsibility for the information contained in this Offering Circular. To the best
of the knowledge and belief of the Bank, having taken all reasonable care to ensure that such is the case,
the information contained in this Offering Circular is in accordance with the facts and does not omit
anything likely to affect the import of such information. HSH Guernsey accepts responsibility for the
information contained in this Offering Circular relating to it. To the best of the knowledge and belief of
HSH Guernsey, having taken all reasonable care to ensure that such is the case, the information
contained in this Offering Circular relating to it is in accordance with the facts and does not omit
anything likely to affect the import of such information.
Neither the Dealers nor the Arranger (as defined below) have separately verified the information
contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made
and no responsibility or liability is accepted by the Dealers or the Arranger as to the accuracy or
completeness of the information contained in this Offering Circular or any other information provided by
any of the Issuers or the Guarantor in connection with the Programme or the Notes or their distribution.
The statements made in this paragraph are made without prejudice to the responsibility of the Issuers or
the Guarantor under the Programme.
No person is or has been authorised to give any information or to make any representation not
contained in or not consistent with this Offering Circular or any other information supplied in connection
with the Programme or the Notes and, if given or made, such information or representation must not be
relied upon as having been authorised by either of the Issuers, the Guarantor, any of the Dealers or the
Arranger.
Neither this Offering Circular nor any other information supplied in connection with the Programme
or any Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be
considered as a recommendation or constituting an invitation or offer by or on behalf of either of the
Issuers, the Guarantor, any of the Dealers or the Arranger that any recipient of this Offering Circular or
any other information supplied in connection with the Programme or any Notes should subscribe for or
purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent
investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the
Issuers and/or the Guarantor.
The delivery of this Offering Circular does not at any time imply that the information contained
herein concerning the Issuers or the Guarantor is correct at any time subsequent to the date hereof or
that any other information supplied in connection with the Programme is correct as of any time
subsequent to the date indicated in the document containing the same. The Dealers and the Arranger
expressly do not undertake to review the financial condition or affairs of the Issuers or the Guarantor
during the life of the Programme. Investors should review, inter alia, the most recently published audited
annual non-consolidated financial statements of the Bank and the most recent audited annual non-
consolidated financial statements of HSH Guernsey when deciding whether or not to purchase any Notes.
The distribution of this Offering Circular and the offer or sale of Notes may be restricted by law in
certain jurisdictions. The Issuers, the Guarantor, the Dealers and the Arranger do not represent that this
document may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any
applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption
available thereunder, or assume any responsibility for facilitating any such distribution or offering. In
particular, no action has been taken by the Issuers, the Guarantor, the Dealers or the Arranger which
would permit a public offering of any Notes or distribution of this document in any jurisdiction where
action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly,
and neither this Offering Circular nor any advertisement or other offering material may be distributed or
published in any jurisdiction, except under circumstances that will result in compliance with any
applicable laws and regulations, and the Dealers have represented that all offers and sales by them will
be made on the same terms. Persons into whose possession this Offering Circular or any Notes come
must inform themselves about, and observe, any such restrictions. In particular, there are restrictions on
the distribution of this Offering Circular and the offer or sale of Notes in the United States, the United
Kingdom, Germany, Guernsey and Japan (see ``Subscription and Sale'' below).
The Notes have not been and will not be registered under the United States Securities Act 1933, as
amended (the ``Securities Act'') and are subject to U.S. tax law requirements. Subject to certain
exceptions, Notes may not be offered, sold or delivered within the United States or to U.S. persons (see
``Subscription and Sale'' below).
All references in this document to ``U.S. dollars'' and ``U.S.$'' refer to the currency of the United
States of America, those to ``Japanese Yen'' and ``Yen'' refer to the currency of Japan, those to
2

``Sterling'' and ``£'' refer to the currency of the United Kingdom and those to ``euro'', ``EUR'' and ``A ''
are to the lawful currency of the member states of the European Union (the ``Member States'') that
adopt the single currency in accordance with the Treaty establishing the European Community, as
amended.
In connection with any Tranche, one of the Dealers may act as a stabilising agent (the ``Stabilising
Agent''). The identity of the Stabilising Agent will be disclosed in the relevant Pricing Supplement.
References in the next paragraph to the issue of any Tranche are to each Tranche in relation to which a
Stabilisation Agent is appointed.
In connection with the issue of any Tranche, the Stabilising Agent or any person acting for him
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 after the issue date. However, there
may be no obligation on the Stabilising Agent or any agent of his to do this. Such stabilising, if
commenced, may be discontinued at any time, and must be brought to an end after a limited period.
3

TABLE OF CONTENTS
Page
DOCUMENTS INCORPORATED BY REFERENCE....................................................................
5
SUPPLEMENTARY OFFERING CIRCULAR...............................................................................
6
SUMMARY OF THE PROGRAMME .............................................................................................
7
FORM OF THE NOTES....................................................................................................................
13
TERMS AND CONDITIONS OF THE NOTES..............................................................................
15
USE OF PROCEEDS .........................................................................................................................
34
THE BANK.........................................................................................................................................
35
HSH NORDBANK AG GROUP ......................................................................................................
43
CAPITALISATION OF THE BANK ................................................................................................
44
SUMMARY FINANCIAL STATEMENTS OF HSH NORDBANK AG ......................................
45
HSH GUERNSEY ..............................................................................................................................
56
SUMMARY FINANCIAL STATEMENTS OF HSH GUERNSEY REVENUE ACCOUNT...
58
SUMMARY FINANCIAL STATEMENTS OF HSH GUERNSEY BALANCE SHEET ..........
59
TAXATION ........................................................................................................................................
60
SUBSCRIPTION AND SALE ...........................................................................................................
62
FORM OF PRICING SUPPLEMENT..............................................................................................
64
GENERAL INFORMATION ............................................................................................................
70
APPENDIX .........................................................................................................................................
A-1
4

DOCUMENTS INCORPORATED BY REFERENCE
The following documents shall be deemed to be incorporated in, and to form part of, this
Offering Circular:
(i)
the published non-consolidated and consolidated audited annual financial statements of
Hamburgische Landesbank Girozentrale as at and for the year ended 31 December
2002;
(ii)
the published non-consolidated and consolidated audited annual financial statements of
Landesbank Schleswig-Holstein Girozentrale as at and for the year ended 31 December
2002;
(iii) the published non-consolidated and consolidated audited annual financial statements of the
Bank as at and for the year ended 31 December 2003;
(iv)
the most recent non-consolidated audited annual financial statements of HSH Guernsey;
and
(v)
all supplements to this Offering Circular, including, in relation to any Tranche of Notes
only, the relevant Pricing Supplement, circulated by the Issuers from time to time in
accordance with the provisions of the Programme Agreement described herein,
save that any statement contained herein or in a document which is deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for the purpose of this Offering
Circular to the extent that a statement contained in any such subsequent document which is deemed
to be incorporated by reference herein modifies or supersedes such earlier statement (whether
expressly, by implication or otherwise).
Each of the Issuers and the Guarantor will provide, without charge, to each person to whom a
copy of this Offering Circular has been delivered, upon the request of such person, a copy of any or
all of the documents deemed to be incorporated herein by reference unless such documents have been
modified or superseded as specified above, save that in relation to unlisted Notes of any Series, the
applicable Pricing Supplement will only be obtainable by a Noteholder holding one or more unlisted
Notes of that Series and such Noteholder must produce evidence satisfactory to the relevant Issuer,
Guarantor or paying agent in Luxembourg as to its identity. Requests for such documents should be
directed to the relevant Issuer or, as the case may be, the Guarantor, at its office set out at the end of
this Offering Circular. In addition, such documents will be available, without charge, at the specified
office of the paying agent in Luxembourg.
5

SUPPLEMENTARY OFFERING CIRCULAR
Each of the Issuers and the Guarantor has agreed, in connection with the listing of the Notes on
the Luxembourg Stock Exchange, to supply the Luxembourg Stock Exchange with such documents
and information as may be necessary in connection with the listing of the Notes on the Luxembourg
Stock Exchange. Each of the Issuers and the Guarantor will prepare a revised or Supplemental
Offering Circular setting out the changes in the operations and financial condition of the Issuers and
the Guarantor at least every year after the date of this Offering Circular and each subsequent Offering
Circular.
Each Issuer with respect to itself and the Bank with respect to HSH Guernsey has given an
undertaking to the Dealers and to the Luxembourg Stock Exchange that if at any time during the
duration of the Programme there is a significant change affecting any matter contained in this
Offering Circular whose inclusion would reasonably be required by investors and their professional
advisers, and would reasonably be expected by them to be found in this Offering Circular, for the
purpose of making an informed assessment of the assets and liabilities, financial position, profits and
losses and prospects of the Bank or, as the case may be, HSH Guernsey, and the rights attaching to
the Notes, the Issuers shall prepare an amendment or supplement to this Offering Circular for use in
connection with any subsequent offering of the Notes and shall supply to each Dealer and to the
Luxembourg Stock Exchange such number of copies of such supplement hereto as such Dealer and
the Luxembourg Stock Exchange may reasonably request.
6

SUMMARY OF THE PROGRAMME
The following summary does not purport to be complete and is taken from, and is qualified in its
entirety by, the remainder of this Offering Circular and, in relation to the terms and conditions of any
particular Tranche of Notes, the applicable Pricing Supplement. Words and expressions defined in ``Form
of the Notes'' and ``Terms and Conditions of the Notes'' below shall have the same meanings in this
summary.
Issuers:
HSH Nordbank AG
HSH N Finance (Guernsey) Limited
Guarantor in respect of Notes
HSH Nordbank AG
issued by HSH N Finance
(Guernsey) Limited
Description
Euro Medium Term Note Programme
Arranger
UBS Limited
Dealers
Bayerische Hypo- und Vereinsbank AG
Citigroup Global Markets Limited
Deutsche Bank AG London
Goldman Sachs International
HSH Nordbank AG
Lehman Brothers International (Europe)
Morgan Stanley & Co. International Limited
Nomura International plc
UBS Limited
WestLB AG
The Issuers may from time to time terminate the appointment of
any dealer under the Programme or appoint additional dealers
either in respect of one or more Tranches (which means Notes which
are identical in all respects (including the listing of them)) or in
respect of the entire Programme. References in this Offering
Circular to ``Permanent Dealers'' are to the persons listed above
as Dealers and to such additional persons which are appointed as
dealers in respect of the entire Programme (and whose appointment
has not been terminated). References to ``Dealers'' are to all
Permanent Dealers and all persons appointed as a dealer in respect
of one or more Tranches.
Agent
Deutsche Bank AG
Size
Up to A25,000,000,000 (or its equivalent in other currencies at the
date of issue) aggregate nominal amount of Notes outstanding at
any time. The Issuers may increase the amount of the Programme in
accordance with the terms of the Programme Agreement.
Method of Issue
The Notes will be issued on a syndicated or non-syndicated basis.
The Notes will be issued in series (each a ``Series'') having one or
more issue dates and on terms otherwise identical (or identical other
than in respect of the first payment of interest), the Notes of each
Series being intended to be interchangeable with all other Notes of
that Series. Each Series may be issued in tranches (each a
``Tranche'') on the same or different issue dates. The specific
terms of each Tranche (which will be supplemented, where
necessary, with supplemental terms and conditions and, save in
respect of the issue date, issue price, first payment of interest and
nominal amount of the Tranche, will be identical to the terms of
other Tranches of the same Series) will be set out in a pricing
supplement to this Offering Circular (a ``Pricing Supplement'').
Distribution
Notes may be distributed by way of private or public placement and
in each case on a syndicated or non-syndicated basis.
7

Clearing Systems
Clearstream, Luxembourg, Euroclear, and, in relation to any Series,
such other clearing system as may be agreed between the Issuer, the
Agent and the relevant Dealer.
Currencies
Subject to compliance with all relevant laws, regulations and
directives, Notes may be issued in any currency as may be agreed
between the relevant Issuer, the Guarantor (if applicable) and the
relevant Dealer.
Each issue of Notes denominated in a currency in respect of which
particular laws, guidelines, regulations, restrictions or reporting
requirements apply will only be issued in circumstances which
comply with such laws, guidelines, regulations, restrictions or
reporting requirements from time to time (see ``Subscription and
Sale'').
Maturities
Subject to compliance with all relevant laws, regulations and
directives, such maturities as may be agreed between the relevant
Issuer and the relevant Dealer and as indicated in the applicable
Pricing Supplement, subject to such minimum or maximum
maturities as may be allowed or required from time to time by the
relevant central bank (or equivalent authority) or any laws or
regulations applicable to the Issuer or the relevant Specified
Currency. Unless otherwise permitted by then current laws,
regulations and directives, Subordinated Notes will have a
minimum maturity of five years.
Issue Price
Notes may be issued on a fully-paid or a partly-paid basis (the issue
price of which will be payable in two or more instalments) and at an
issue price which is at par or at a discount to, or premium over, par.
Form of Notes
Each Tranche of Notes will be represented on issue by a temporary
Global Note if (i) Definitive Notes are to be made available to
Noteholders following the expiry of 40 days after their issue date or
(ii) such Notes have an initial maturity of more than one year and
are being issued in compliance with the D Rules (as defined in
``Summary of the Programme Selling Restrictions''), otherwise
such Tranche will be represented by a permanent Global Note.
Permanent Global Notes will be exchangeable, unless otherwise
specified
in
the
applicable
Pricing
Supplement,
in
limited
circumstances, in whole but not in part, for Definitive Notes upon
not less than 60 days' written notice to the Agent as described in
``Form of the Notes'' below.
Initial Delivery of Notes
On or before the issue date for each Tranche, the temporary Global
Note representing Notes may (or, in the case of Notes listed on the
Luxembourg Stock Exchange, shall) be deposited with a common
depositary
for
Euroclear
and
Clearstream,
Luxembourg.
Temporary Global Notes relating to Notes that are not listed on
the Luxembourg Stock Exchange may also be deposited with any
other clearing system or may be delivered outside any clearing
system, provided that the method of such delivery has been agreed
in advance by the relevant Issuer, the Agent and the relevant Dealer.
Fixed Rate Notes
Fixed interest will be payable in arrear on such date or dates as may
be agreed between the relevant Issuer, the Guarantor (where
relevant) and the relevant Dealer (as indicated in the applicable
Pricing Supplement) and on redemption.
Interest will be calculated on the basis of a 360 day year consisting
of 12 months of 30 days each or on the Actual/Actual ISMA basis
as specified in the applicable Pricing Supplement (or such other
basis as may be agreed, as indicated in the applicable Pricing
Supplement).
8

Floating Rate Notes
Floating Rate Notes will bear interest at a rate determined either:
(i)
on the same basis as the floating rate under a notional interest
rate swap transaction in the relevant Specified Currency
governed by an agreement incorporating the 2000 ISDA
Definitions as published by the International Swaps and
Derivatives Association, Inc.; or
(ii)
on the basis of a reference rate appearing on the agreed screen
page of a commercial quotation service; or
(iii) on such other basis as may be agreed between the relevant
Issuer, the Guarantor (where relevant) and the relevant
Dealer, as indicated in the applicable Pricing Supplement.
The Margin (if any) relating to such floating rate will be agreed
between the relevant Issuer and the relevant Dealer for each Series
of Floating Rate Notes.
Index Linked Notes
Payments of principal in respect of Index Linked Redemption Notes
or of interest in respect of Index Linked Interest Notes will be
calculated by reference to such index and/or formula as the relevant
Issuer, the Guarantor (where relevant) and the relevant Dealer may
agree, as indicated in the applicable Pricing Supplement.
Interest Periods and Interest Rates
The length of the interest periods for the Notes and the applicable
interest rate or its method of calculation may differ from time to
time or be constant for any Tranche. Notes may have a maximum
interest rate, a minimum interest rate, or both. The use of interest
periods permits the Notes to bear interest at different rates in the
same interest period. All such information will be set out in the
relevant Pricing Supplement.
Other provisions in relation to
Interest on Floating Rate Notes and Index Linked Interest Notes in
Floating Rate Notes and Index
respect of each Interest Period, as selected prior to issue by the
Linked Interest Notes
relevant Issuer, the Guarantor (where relevant) and the relevant
Dealer, will be payable on such Interest Payment Dates specified in,
or determined pursuant to, the applicable Pricing Supplement and
will be calculated on the basis of the Day Count Fraction or such
other method as may be indicated in the applicable Pricing
Supplement.
Dual Currency Notes
Payments (whether in respect of principal or interest and whether at
maturity or otherwise) in respect of Dual Currency Notes will be
made in such currencies, and based on such rates of exchange, as the
relevant Issuer, the Guarantor (where relevant) and the relevant
Dealer
may
agree,
as
indicated
in
the
applicable
Pricing
Supplement.
Zero Coupon Notes
Zero Coupon Notes will be offered and sold at their nominal
amount or at a discount to it and will not bear interest other than in
the case of late payment.
Other Structured Notes
Notes may also have any other structure as the relevant Issuer, the
Guarantor (where relevant) and the relevant Dealer may agree, as
set out in the relevant Pricing Supplement.
Redemption
The Pricing Supplement relating to each Tranche of Notes will
indicate either that the Notes of such Tranche cannot be redeemed
prior to their stated maturity (other than in specified instalments
(see below), if applicable, or for taxation reasons or following an
Event of Default) or that such Notes will be redeemable at the
option of the relevant Issuer and/or the Noteholders upon giving
not less than 15 nor more than 30 days' irrevocable notice (or such
other notice period (if any) as is indicated in the applicable Pricing
Supplement) to the Noteholders or the relevant Issuer, as the case
9

may be, on a date or dates specified prior to such stated maturity
and at a price or prices and on such terms as are indicated in the
applicable Pricing Supplement.
Unless otherwise permitted by then current laws and regulations,
and, in relation to the Bank only, until such time as the Bank
becomes an authorised person under the Financial Services and
Markets Act 2000, Notes denominated in Sterling which have a
maturity of less than one year and in respect of which the issue
proceeds are to be accepted by the relevant Issuer in the United
Kingdom or whose issue otherwise constitutes a contravention of
section 19 of the Financial Services and Markets Act 2000 must
have a minimum redemption amount of £100,000 (or its equivalent
in other currencies).
Redemption by Instalments
The Pricing Supplement may provide that Notes may be repayable
in two or more instalments of such amounts and on such dates as
are indicated in the applicable Pricing Supplement.
Denomination of Notes
Notes will be issued in such denominations as may be agreed
between the relevant Issuer and the relevant Dealer and as indicated
in the applicable Pricing Supplement, save that the minimum
denomination of each Note will be such as may be allowed or
required from time to time by the relevant central bank, stock
exchange (or equivalent authority) or any laws or regulations
applicable to the relevant Specified Currency.
Unless otherwise permitted by then current laws and regulations,
and, in relation to the Bank only, until such time as the Bank
becomes an authorised person under the Financial Services and
Markets Act 2000, Notes denominated in Sterling which have a
maturity of less than one year and in respect of which the issue
proceeds are to be accepted by the relevant Issuer in the United
Kingdom or whose issue otherwise constitutes a contravention of
section 19 of the Financial Services and Markets Act 2000 must
have a minimum denomination of £100,000 (or its equivalent in
other currencies).
Withholding Tax
All payments of principal and interest in respect of the Notes will be
made free and clear of withholding taxes of the Federal Republic of
Germany or Guernsey, as the case may be, subject to customary
exceptions, all as described in Condition 6.
Negative Pledge
No.
Cross Default
The terms of the Senior Notes will contain a cross-default provision
as further described in Condition 8.
Status of the Senior Notes
The Senior Notes and the relative Receipts and Coupons will
constitute, subject to the provisions of Condition 3, direct,
unconditional, unsubordinated and unsecured obligations of the
relevant Issuer and will rank pari passu and without preference
among themselves and (save for certain debts required to be
preferred by law) equally with all other unsecured obligations (other
than subordinated obligations, if any) of the relevant Issuer from
time to time outstanding.
Senior Guarantee
The Senior Notes issued by HSH Guernsey and the relative Receipts
and Coupons will be unconditionally and irrevocably guaranteed by
the Guarantor. The obligations of the Guarantor under such senior
guarantee will be, subject to the provisions of Condition 2, direct,
unconditional and unsecured obligations of the Guarantor and will
rank pari passu and (save for certain debts required to be preferred
10