Obligation Lufthansa Deutsche AG 4% ( XS2815984732 ) en EUR

Lufthansa Deutsche AG

100 % ⇌

Allemagne

XS2815984732 ( en EUR )

4% par an ( paiement annuel )

21/05/2030

Prospectus brochure de l'obligation Deutsche Lufthansa AG XS2815984732 en EUR 4%, échéance 21/05/2030

21/05/2026 ( Dans 131 jours )

Deutsche Lufthansa AG est une compagnie aérienne allemande et le plus grand groupe aérien d'Europe, opérant des vols passagers et cargo à travers le monde avec plusieurs filiales.

L'Obligation émise par Lufthansa Deutsche AG ( Allemagne ) , en EUR, avec le code ISIN XS2815984732, paye un coupon de 4% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 21/05/2030

In case of Notes listed on the Luxembourg Stock Exchange or publicly offered in the Grand Duchy of
Luxembourg, the Final Terms of Notes will be displayed on the website of the Luxembourg Stock Exchange
(www.luxse.com). In the case of Notes listed on any other stock exchange or publicly offered in one or more
member states of the EEA other than the Grand Duchy of Luxembourg, the Final Terms will be displayed on
the website of Lufthansa (www.lufthansagroup.com).
MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE
COUNTERPARTIES AND RETAIL INVESTORS TARGET MARKET Solely for the purposes of each
manufacturer's product approval process, the target market assessment in respect of the Notes has led to the
conclusion that: (i) the target market for the Notes is eligible counterparties, professional clients and retail
clients, each as defined in Directive 2014/65/EU (as amended, "MiFID II") and (ii) all channels for
distribution of the Notes are appropriate, including investment advice, portfolio management, non-advised sales
and pure execution services subject to the distributor's suitability and appropriateness obligations under MiFID
II, as applicable. Any person subsequently offering, selling or recommending the Notes (a "distributor") should
take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID
II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or
refining the manufacturers' target market assessment) and determining appropriate distribution channels,
subject to the distributor's suitability and appropriateness obligations under MiFID II, as applicable.
MIFID II PRODUKTÜBERWACHUNGSPFLICHTEN / ZIELMARKT PROFESSIONELLE
INVESTOREN
UND
GEEIGNETE
GEGENPARTEIEN
UND
KLEINANLEGER

Die
Zielmarktbestimmung im Hinblick auf die Schuldverschreibungen hat ausschließlich für den Zweck des
Produktgenehmigungsverfahrens jedes Konzepteurs zu dem Ergebnis geführt, dass (i) der Zielmarkt für die
Schuldverschreibungen geeignete Gegenparteien, professionelle Kunden und Kleinanleger, jeweils im Sinne
der Richtlinie 2014/65/EU (in der jeweils gültigen Fassung, "MiFID II"), umfasst und (ii) alle Kanäle für den
Vertrieb der Schuldverschreibungen angemessen sind einschließlich Anlageberatung, Portfolio-Management,
Verkäufe ohne Beratung und reine Ausführungsdienstleistungen, vorbehaltlich der mit Hinblick auf die
Geeignetheit bzw. Angemessenheit des Vertriebsunternehmen gemäß MiFID II, soweit anwendbar. Jede Person,
die in der Folge die Schuldverschreibungen anbietet, verkauft oder empfiehlt (ein "Vertriebsunternehmen")
soll die Beurteilung des Zielmarkts der Konzepteure berücksichtigen; ein Vertriebsunternehmen, welches
MiFID II unterliegt, ist indes dafür verantwortlich, seine eigene Zielmarktbestimmung im Hinblick auf die
Schuldverschreibungen durchzuführen (entweder durch die Übernahme oder durch die Präzisierung der
Zielmarktbestimmung der Konzepteure) und angemessene Vertriebskanäle nach Maßgabe der Pflichten des
Vertriebsunternehmens unter MiFID II im Hinblick auf die Geeignetheit bzw. Angemessenheit, zu bestimmen.
1
EMEA 149872312

16 May 2024
16. Mai 2024
Final Terms
Endgültige Bedingungen
Deutsche Lufthansa Aktiengesellschaft
EUR 750,000,000 Fixed Rate Notes due 21 May 2030
EUR 750.000.000 Festverzinsliche Schuldverschreibungen fällig am 21. Mai 2030
Series No.: 12 / Tranche No.: 1
Serien Nr.: 12 / Tranche Nr.: 1
Trade Date: 13 May 2024
Handelstag: 13. Mai 2024
Issue Date: 21 May 2024
Tag der Begebung: 21. Mai 2024
issued pursuant to the EUR 10,000,000,000 Debt Issuance Programme dated 18 April 2024
begeben aufgrund des EUR 10.000.000.000 Debt Issuance Programme vom 18. April 2024
Important Notice
These Final Terms have been prepared for the purpose of Article 8 (5) of Regulation (EU) 2017/1129 of the
European Parliament and of the Council of 14 June 2017, and must be read in conjunction with the Base
Prospectus pertaining to the Programme dated 18 April 2024 (the "Base Prospectus") and the supplement dated
8 May 2024. The Base Prospectus and any supplement thereto are available for viewing in electronic form on
the website of the Luxembourg Stock Exchange (www.luxse.com) and on the website of Lufthansa
(www.lufthansagroup.com) and copies may be obtained from Deutsche Lufthansa Aktiengesellschaft, Venloer
Str. 151-153, 50672 Cologne, Federal Republic of Germany. Full information is only available on the basis of
the combination of the Base Prospectus, any supplement and these Final Terms. A summary of the individual
issue of the Notes is annexed to these Final Terms.
Wichtiger Hinweis
Diese Endgültigen Bedingungen wurden für die Zwecke des Artikels 8 (5) der Verordnung (EU) 2017/1129 des
Europäischen Parlaments und des Rates vom 14. Juni 2017, abgefasst und sind in Verbindung mit dem
Basisprospekt vom 18. April 2024 über das Programm (der "Basisprospekt") und dem Nachtrag dazu vom
8. Mai 2024 zu lesen. Der Basisprospekt sowie jeder Nachtrag können in elektronischer Form auf der
Internetseite der Luxemburger Börse (www.luxse.com) und der Internetseite der Lufthansa
(www.lufthansagroup.com) eingesehen werden. Kopien sind erhältlich unter Deutsche Lufthansa
Aktiengesellschaft, Venloer Str. 151-153, 50672 Köln, Bundesrepublik Deutschland. Um sämtliche Angaben zu
erhalten, sind die Endgültigen Bedingungen, der Basisprospekt und etwaige Nachträge im Zusammenhang zu
lesen. Eine Zusammenfassung der einzelnen Emission der Schuldverschreibungen ist diesen Endgültigen
Bedingungen angefügt.7
EMEA 149872312

Part I.: TERMS AND CONDITIONS
Teil I.: ANLEIHEBEDINGUNGEN
The Terms and Conditions applicable to the Notes (the "Conditions") and the English language translation
thereof, are as set out below.
Die für die Schuldverschreibungen geltenden Anleihebedingungen (die "Bedingungen") sowie die
englischsprachige Übersetzung sind wie nachfolgend aufgeführt.
TERMS AND CONDITIONS
(ENGLISH LANGUAGE VERSION)
§ 1
CURRENCY, DENOMINATION, FORM, CERTAIN DEFINITIONS
(1)
Currency; Denomination. This Series of Notes (the "Notes") of Deutsche Lufthansa
Aktiengesellschaft (the "Issuer") is being issued in Euro ("EUR") (the "Specified Currency") in
the aggregate principal amount, subject to § 1(4), of EUR 750,000,000 (in words: seven hundred
and fifty million Euro) in the denomination of EUR 1,000 (the "Specified Denomination").
(2)
Form. The Notes are being issued in bearer form.
(3)
Temporary Global Note Exchange.
(a)
The Notes are initially represented by a temporary global note (the "Temporary Global
Note") without coupons. The Temporary Global Note will be exchangeable for Notes in
the Specified Denomination represented by a permanent global note (the "Permanent
Global Note") without coupons. The Temporary Global Note and the Permanent Global
Note shall each be signed by authorised signatories of the Issuer and shall each be
authenticated by or on behalf of the Fiscal Agent (as defined in § 6(1)). Definitive Notes
and interest coupons will not be issued.
(b)
The Temporary Global Note shall be exchangeable for the Permanent Global Note from a
date 40 days after the date of issue of the Notes represented by the Temporary Global Note.
Such exchange shall only be made upon delivery of certifications to the Issuer or the
Paying Agent (as defined in § 6(1)) on the Issuer's behalf to the effect that the beneficial
owner or owners of the Notes represented by the Temporary Global Note is not a US person
(other than certain financial institutions or certain persons holding Notes through such
financial institutions) as required by US tax law. Payment of interest on Notes represented
by a Temporary Global Note will be made only after delivery of such certifications. A
separate certification shall be required in respect of each such payment of interest. Any
such certification received on or after the 40th day after the date of issue of the Notes
represented by the Temporary Global Note will be treated as a request to exchange such
Temporary Global Note pursuant to this subparagraph (b) of this § 1(3). Any securities
delivered in exchange for the Temporary Global Note shall be delivered only outside of
the United States (as defined in § 6(2)).
(4)
Clearing System. The global note representing the Notes will be kept in custody by or on
behalf of the Clearing System. "Clearing System" means each of the following: Clearstream
Banking S.A., 42 Avenue JF Kennedy, 1855 Luxembourg, Grand Duchy of Luxembourg, ("CBL")
and Euroclear Bank SA/NV, Boulevard du Roi Albert II, 1210 Brussels, Belgium ("Euroclear"),
CBL and Euroclear each an "ICSD" and together the "ICSDs", and any successor in such capacity.
The Notes are issued in new global note ("NGN") form and are kept in custody by a common
safekeeper on behalf of both ICSDs.
The aggregate principal amount of Notes represented by the global note shall be the aggregate
amount from time to time entered in the records of both ICSDs. The records of the ICSDs (which
EMEA 149872312

expression means the records that each ICSD holds for its customers which reflect the amount of
such customer's interest in the Notes) shall be conclusive evidence of the aggregate principal
amount of Notes represented by the global note and, for these purposes, a statement issued by an
ICSD stating the amount of Notes so represented at any time shall be conclusive evidence of the
records of the relevant ICSD at that time.
On any redemption or payment of interest being made in respect of, or purchase and cancellation
of, any of the Notes represented by the global note the Issuer shall procure that details of any
redemption, payment or purchase and cancellation (as the case may be) in respect of the global
note shall be entered accordingly in the records of the ICSDs and, upon any such entry being
made, the aggregate principal amount of the Notes recorded in the records of the ICSDs and
represented by the global note shall be reduced by the aggregate principal amount of the Notes
so redeemed or purchased and cancelled.
On an exchange of a portion only of the Notes represented by a Temporary Global Note, the
Issuer shall procure that details of such exchange shall be entered accordingly in the records of
the ICSDs.
(5)
Holder of Notes. "Holder" means any holder of a proportionate co-ownership or other
beneficial interest or right in the Notes.
§ 2
STATUS, NEGATIVE PLEDGE
(1)
Status. The obligations under the Notes constitute unsecured and unsubordinated
obligations of the Issuer ranking pari passu among themselves and pari passu with all other
unsecured and unsubordinated obligations of the Issuer, unless such obligations are accorded
priority under mandatory provisions of statutory law.
(2)
Negative Pledge. The Issuer undertakes, as long as any Notes are outstanding, but only up
to the time all amounts of principal and interest have been placed at the disposal of the Fiscal Agent,
not to provide any mortgage, charge, pledge, lien or other form of encumbrance or security interest
(each a "Security Interest") over the whole or any part of its assets to secure any Capital Market
Indebtedness (as defined below) other than Permitted Indebtedness (as defined below) without at
the same time letting the Holders share pari passu in such Security Interest or giving to the Holders
an equivalent Security Interest, provided, however, that this undertaking shall not apply with
respect to any Security Interest existing on property at the time of the acquisition thereof by the
Issuer, provided that such Security Interest was not created in connection with or in contemplation
of such acquisition and that the amount secured by such Security Interest is not increased
subsequently to the acquisition of the relevant property.
For the purposes of this § 2, "Capital Market Indebtedness" shall mean any present or future
indebtedness (whether being principal, premium, interest or other amounts) of the Issuer or any
of the Issuer's subsidiaries in respect of borrowed money which is in the form of, or represented
by, bonds, notes or any similar securities which are or are intended to be quoted, listed or traded
on any stock exchange or over-the-counter securities market.
"Permitted Indebtedness" means any Capital Market Indebtedness which is directly or
indirectly secured by aircraft or aircraft equipment of the Issuer or any of the Issuer's subsidiaries
(e.g. by means of special purpose entities owning aircraft or aircraft equipment).
EMEA 149872312

§ 3
INTEREST
(1)
Rate of Interest and Interest Payment Dates. The Notes shall bear interest on their
aggregate principal amount at the rate of 4.000% per annum (the "Rate of Interest") from (and
including) 21 May 2024 (the "Interest Commencement Date") to (but excluding) the Maturity
Date (as defined in § 5(1)). Interest shall be payable annually in arrear on 21 May in each year
(each such date, an "Interest Payment Date"). The first payment of interest shall be made on
21 May 2025.
(2)
Accrual of Interest. If the Issuer shall fail to redeem the Notes when due, interest shall
continue to accrue beyond the due date until the actual redemption of the Notes at the default rate
of interest established by law.1
(3)
Calculation of Interest for Partial Periods. If interest is required to be calculated for a
period of less than a full year, such interest shall be calculated on the basis of the Day Count
Fraction (as defined below).
(4)
Day Count Fraction. "Day Count Fraction" means with regard to the calculation of
interest on any Note for any period of time (the "Calculation Period"):
the actual number of days in the Calculation Period divided by the actual number of days in the
respective interest period.
§ 4
PAYMENTS
(1)
(a) Payment of Principal. Payment of principal in respect of Notes shall be made, subject
to subparagraph (2) below, to the Clearing System or to its order for credit to the accounts
of the relevant account holders of the Clearing System.
(b)
Payment of Interest. Payment of interest on Notes shall be made, subject to sub-paragraph
(2), to the Clearing System or to its order for credit to the relevant account holders of the
Clearing System. Payment of interest shall not be paid to an account within or mailed to
an address within the United States.
Payment of interest on Notes represented by the Temporary Global Note shall be made, subject
to subparagraph (2), to the Clearing System or to its order for credit to the relevant account holders
of the Clearing System, upon due certification as provided in § 1 (3) (b).
(2)
Manner of Payment. Subject to (i) applicable fiscal and other laws and regulations, and (ii)
any withholding or deduction required pursuant to an agreement described in Section 1471(b) of
the US Internal Revenue Code of 1986 (the "Code") or otherwise imposed pursuant to Sections
1471 through 1474 of the Code, any regulations or agreements thereunder, any official
interpretations thereof, or any law implementing an intergovernmental approach thereto payments
of amounts due in respect of the Notes shall be made in the Specified Currency.
(3)
Discharge. The Issuer shall be discharged by payment to, or to the order of, the Clearing
System.
(4)
Payment Business Day. If the date for payment of any amount in respect of any Note is not
a Payment Business Day then the Holder shall not be entitled to payment until the next such day
in the relevant place and shall not be entitled to further interest or other payment in respect of such
delay.
1
The default rate of interest established by law is five percentage points above the basic rate of interest published by
Deutsche Bundesbank from time to time; §§ 288 paragraph 1, 247 paragraph 1 German Civil Code (Bürgerliches
Gesetzbuch, BGB).
EMEA 149872312

For these purposes, "Payment Business Day" means a day (other than a Saturday or a Sunday)
on which the Clearing System as well as the real time gross settlement system operated by the
Eurosystem, or any successor system ("T2") is open for settlements in euro.
(5)
References to Principal and Interest. References in these Terms and Conditions to
principal in respect of the Notes shall be deemed to include, as applicable: the Final Redemption
Amount of the Notes; the Call Redemption Amount of the Notes; and any premium and any other
amounts which may be payable under or in respect of the Notes. References in these Terms and
Conditions to interest in respect of the Notes shall be deemed to include, as applicable, any
Additional Amounts which may be payable under § 7.
(6)
Deposit of Principal and Interest. The Issuer may deposit with the local court
(Amtsgericht) in Frankfurt am Main principal or interest not claimed by Holders within twelve
months after the Maturity Date, even though such Holders may not be in default of acceptance of
payment. If and to the extent that the deposit is effected and the right of withdrawal is waived, the
respective claims of such Holders against the Issuer shall cease.
§ 5
REDEMPTION
(1)
Final Redemption. Unless previously redeemed in whole or in part or purchased and
cancelled, the Notes shall be redeemed at their Final Redemption Amount on 21 May 2030
(the "Maturity Date").
The "Final Redemption Amount" in respect of each Note shall be its principal amount.
(2)
Early Redemption for Reasons of Taxation. If as a result of any change in, or amendment
to, the laws or regulations of the Federal Republic of Germany or any political subdivision or taxing
authority thereto or therein affecting taxation or the obligation to pay duties of any kind, or any
change in, or amendment to, an official interpretation or application of such laws or regulations,
which amendment or change is effective on or after the date on which the last tranche of this series
of Notes was issued, the Issuer is required to pay Additional Amounts (as defined in § 7 herein) on
the next succeeding Interest Payment Date (as defined in § 3(1)), and this obligation cannot be
avoided by the use of reasonable measures available to the Issuer, the Notes may be redeemed, in
whole but not in part, at the option of the Issuer, upon not more than 60 days' nor less than 30 days'
prior notice of redemption given to the Fiscal Agent and, in accordance with § 13 to the Holders,
at their Final Redemption Amount, together with interest accrued to the date fixed for redemption.
However, no such notice of redemption may be given (i) earlier than 90 days prior to the earliest
date on which the Issuer would be obligated to pay such Additional Amounts where a payment
in respect of the Notes then due, or (ii) if at the time such notice is given, such obligation to pay
such Additional Amounts does not remain in effect.
Any such notice shall be given in accordance with § 13. It shall be irrevocable, must specify the
date fixed for redemption and must set forth a statement in summary form of the facts constituting
the basis for the right of the Issuer so to redeem.
(3)
Change of Control. In the event that a Change of Control (as defined below) occurs and
within the Change of Control Period a Downgrade (as defined below) of the Issuer in respect of
that Change of Control occurs (an "Early Redemption Event"), the Issuer will:
(a)
immediately after becoming aware of the Early Redemption Event, publish this fact by
way of a notice pursuant to § 13; and
(b)
determine and publish pursuant to § 13 the effective date for the purposes of this
subparagraph (the "Effective Date"). The effective Date must be a Business Day (as
EMEA 149872312

defined below) not less than 60 and not more than 90 days after publication of the notice
regarding the Early Redemption Event pursuant to subparagraph (3) (a).
If the Issuer has published a notice regarding an Early Redemption Event pursuant to subparagraph
(3) (a), any Holder may, at its option, by submitting a redemption notice (the "Early Redemption
Notice"), demand from the Issuer redemption as of the Effective Date of any or all of its Notes
which are or were not otherwise declared due for early redemption, at their principal amount, plus
interest accrued on their principal amount until (but excluding) the Effective Date. Each Early
Redemption Notice must be received by the Fiscal Agent not less than 10 days prior to the Effective
Date.
Any Early Redemption Notice shall be made by means of a notice in text format (Textform, e.g.
email or fax) or in written form to be sent to the Fiscal Agent together with evidence by means of
a certificate of the Holder's depository bank that such Holder at the time of such written notice is
the holder of the relevant Notes. Early Redemption Notices shall be irrevocable.
A "Change of Control" occurs if any person or group, acting in concert, gains Control of the
Issuer.
"Control" means (i) any direct or indirect legal or beneficial ownership or any direct or indirect
legal or beneficial entitlement (as more fully described in § 22 of the German Securities Trading
Act (Wertpapierhandelsgesetz)) of, in the aggregate, more than 50% of the ordinary shares of the
Issuer or any other ability to control the affairs of the Issuer as described in § 17 of the German
Stock Corporation Act (Aktiengesetz), or (ii) in the event of a tender offer for shares of the Issuer,
circumstances where (A) the shares already in the control of the offeror and the shares with respect
to which the offer has been accepted carry in aggregate more than 50% of the voting rights in the
Issuer and (B) at the same time the offer has become unconditional, or (iii) the disposal or transfer
by the Issuer of all or substantially all of its assets to another person or other persons.
"Change of Control Period" means the period commencing on the date that is the earlier of (1)
the date of the first public announcement of a Change of Control; and (2) the date of the earliest
Potential Change of Control Announcement and ending 90 days after the Change of Control.
"Potential Change of Control Announcement" means any public announcement or statement by
the Issuer or any actual or potential bidder relating to any potential Change of Control where within
180 days of the date of such announcement of statement, a Change of Control occurs.
A "Downgrade" occurs if the solicited credit ratings assigned to the Issuer's long-term unsecured
debt cumulative fall below BBB- (in the case of Fitch) and Baa3 (in the case of Moody's) or all
Rating Agencies cease to assign (other than temporarily) a credit rating to the Issuer.
"Rating Agencies" means each of the rating agencies of Fitch Ratings ("Fitch"), Moody's
Investors Service, ("Moody's"), Standard & Poor's, a rating agency of S&P Global Inc.,
("Standard & Poor's") or Scope Ratings GmbH ("Scope") and their respective successors to their
ratings business.
In these Terms and Conditions, "Business Day" means a Payment Business Day as defined in §
4(4).
(4)
Early Redemption at the Option of the Issuer.
(a)
The Issuer may, upon notice given in accordance with clause (b), redeem all or some only
of the Notes on the Call Redemption Date at the Call Redemption Amount set forth below
together with accrued interest, if any, to (but excluding) the Call Redemption Date.
Call Redemption Date
Call Redemption Amount
21 February 2030
Final Redemption Amount
EMEA 149872312

(b)
Notice of redemption shall be given by the Issuer to the Holders of the Notes in accordance
with § 13. Such notice shall specify:
(i)
the Series of Notes subject to redemption;
(ii)
whether such Series is to be redeemed in whole or in part only and, if in part only,
the aggregate principal amount of the Notes which are to be redeemed;
(iii)
the Call Redemption Date, which shall be not less than 30 days nor more than 60
days after the date on which notice is given by the Issuer to the Holders; and
(iv)
the Call Redemption Amount at which such Notes are to be redeemed.
(c)
In the case of a partial redemption of Notes, Notes to be redeemed shall be selected in
accordance with the rules and procedures of the relevant Clearing System. Such partial
redemption shall be reflected in the records of CBL and Euroclear as either a pool factor
or a reduction in aggregate principal amount, at the discretion of CBL and Euroclear.
(5) Early Redemption in case of minimal outstanding aggregate principal amount of the Notes. If
80 % or more of the aggregate principal amount of the Notes then outstanding have been
redeemed or purchased by the Issuer, the Issuer may, on not less than 30 or more than 60 days'
notice to the Holders given in accordance with § 13, redeem at any time, at its option, the
remaining Notes as a whole at the principal amount thereof plus interest accrued to the date
of redemption.
§ 6
THE FISCAL AGENT AND THE PAYING AGENT
(1)
Appointment; Specified Office. The initial Fiscal Agent and the initial Paying Agent and
their initial specified offices shall be:
Fiscal Agent and Paying Agent:
Deutsche Bank Aktiengesellschaft
Trust & Agency Services
Taunusanlage 12
60325 Frankfurt am Main
Federal Republic of Germany
The Fiscal Agent and the Paying Agent reserve the right at any time to change their specified
offices to some other specified office in the same country.
(2)
Variation or Termination of Appointment. The Issuer reserves the right at any time to vary
or terminate the appointment of the Fiscal Agent or any Paying Agent and to appoint another Fiscal
Agent or additional or other Paying Agent. The Issuer shall at all times maintain a Fiscal Agent.
Any variation, termination, appointment or change shall only take effect (other than in the case of
insolvency, when it shall be of immediate effect) after not less than 30 days nor more than 45 days'
prior notice thereof shall have been given to the Holders in accordance with § 13. For the purposes
of these Terms and Conditions, "United States" means the United States of America (including
the States thereof and the District of Columbia) and its possessions (including Puerto Rico, the US
Virgin Islands, Guam, American Samoa, Wake Island and Northern Mariana Islands).
(3)
Agent of the Issuer. The Fiscal Agent and the Paying Agent act solely as the agents of the
Issuer and do not assume any obligations towards or relationship of agency or trust for any Holder.
§ 7
TAXATION
All amounts payable in respect of the Notes by the Issuer shall be made without withholding or
deduction for or on account of any present or future taxes or duties of whatever nature imposed or
levied by way of withholding or deduction by or on behalf of the Federal Republic of Germany or
EMEA 149872312

any political subdivision or any authority thereof or therein having power to tax unless such
withholding or deduction is required by law. If such withholding is required by law, the Issuer will
pay such additional amounts (the "Additional Amounts") as shall be necessary in order that the
net amounts received by the Holders, after such withholding or deduction shall equal the respective
amounts which would otherwise have been receivable in the absence of such withholding or
deduction; except that no such Additional Amounts shall be payable on account of any taxes or
duties which:
(a)
are payable by any person acting as custodian bank or collecting agent on behalf of a
Holder, or otherwise in any manner which does not constitute a deduction or withholding
by the Issuer from payments of principal or interest made by it; or
(b)
are payable by reason of the Holder having, or having had, some personal or business
connection with the Federal Republic of Germany and not merely by reason of the fact that
payments in respect of the Notes are, or for purposes of taxation are deemed to be, derived
from sources in, or are secured in, the Federal Republic of Germany; or
(c)
are deducted or withheld pursuant to (i) any European Union Directive or Regulation
concerning the taxation of interest income, or (ii) any international treaty or understanding
relating to such taxation and to which the Federal Republic of Germany or the European
Union is a party, or (iii) any provision of law implementing, or complying with, or
introduced to conform with, such Directive, Regulation, treaty or understanding; or
(d)
are payable by reason of a change in law that becomes effective more than 30 days after
the relevant payment becomes due, or is duly provided for and notice thereof is published
in accordance with § 13, whichever occurs later.
§ 8
PRESENTATION PERIOD
The presentation period provided in § 801 paragraph 1, sentence 1 German Civil Code
(Bürgerliches Gesetzbuch, BGB) is reduced to ten years for the Notes.
§ 9
EVENTS OF DEFAULT
(1)
Events of default. Each Holder shall be entitled to declare his Notes due and demand
immediate redemption thereof at their Final Redemption Amount plus accrued interest (if any) to
the date of repayment, in the event that
(a)
the Issuer fails to pay principal or interest or any other amounts due on the Notes within
30 days after the relevant due date; or
(b)
the Issuer fails to duly perform any other obligation arising from the Notes and such failure
continues unremedied for more than 30 days after the Fiscal Agent has received notice
thereof from a Holder; or
(c)
(i) any present or future payment obligation of the Issuer in respect of moneys borrowed
or raised becomes due and payable prior to its stated maturity for reason of the occurrence
of a default (howsoever defined), or (ii) any such payment obligation is not met when due
or, as the case may be, within an applicable grace period, or (iii) any amounts due under
any present or future guarantee or warranty by the Issuer for moneys borrowed or raised
are not paid when due or, as the case may be, within an applicable grace period, provided
that the relevant aggregate amount of the payment obligation, guarantee or warranty in
respect of which one or more of the events mentioned above in this subsection (c) has or
have occurred equals or exceeds EUR 125,000,000 or its equivalent in any other currency
and such default continues for more than 30 days after the Issuer has received notice
thereof from a Holder, such notice being substantially in the form as specified in
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subparagraph (3), provided however, that this subparagraph (1) (c) shall not apply, where
the Issuer contests its relevant payment obligation in good faith; or
(d)
the Issuer announces its inability to meet its financial obligations or ceases its payments
generally; or
(e)
a competent court opens insolvency proceedings against the Issuer such proceedings are
instituted and have not been discharged or stayed within 60 days, or the Issuer applies for
or institutes such proceedings or an application for the institution of such proceedings has
been filed but rejected by the competent court for lack of assets; or
(f)
the Issuer enters into liquidation (except in connection with a merger or reorganisation or
other form of combination with another company or in connection with a reconstruction
and such other or new company or, as the case may be, companies effectively assume
substantially all of the assets and liabilities of the Issuer); or
(g)
the Issuer ceases to carry on all or substantially all of its current business or operations,
except as a result of or in connection with a Permitted Reorganisation. For the purpose of
the foregoing a "Permitted Reorganisation" means a merger, consolidation,
reorganisation or other form of combination, whereupon:
(i)
the obligations of the Issuer under the Notes will be assumed by a succeeding
company to which all rights and assets of the Issuer shall be transferred together
with an equal portion of the assumed obligations, and
(ii)
such succeeding company shall not assume any other obligation or liability
without at the same time assuming other rights and assets proportionate thereto
and in the same manner as mentioned in (i) above, and
(iii)
the Permitted Reorganisation has no material adverse effect on the Holders or an
essential part of them.
The right to declare Notes due shall terminate if the situation giving rise to it has been cured before
the right is exercised.
(2)
Quorum. In the events specified in subparagraph (1)(b) and/or subparagraph (1)(c), any
notice declaring Notes due shall, unless at the time such notice is received any of the events
specified in subparagraph (1)(a) and (1)(d) through (g) entitling Holders to declare their Notes due
has occurred, become effective only when the Fiscal Agent has received such notices from the
Holders of at least one-tenth in aggregate principal amount of Notes then outstanding.
(3)
Notice. Any notice, including any notice declaring Notes due, in accordance with
subparagraph (1) shall be made by means of a declaration in text format (Textform, e.g. email or
fax) or in written form in the German or English language to be sent to the specified office of the
Fiscal Agent together with a proof that such notifying Holder at the time of such notice is a holder
of the relevant Notes by means of a certificate of his Custodian (as defined in § 14(3)) or any other
appropriate manner.
§ 10
SUBSTITUTION
(1)
Substitution. The Issuer may, without the consent of the Holders, if no payment of principal
of or interest on any of the Notes is in default, at any time substitute for the Issuer any Affiliate (as
defined below) of the Issuer as principal debtor in respect of all obligations arising from or in
connection with this issue (the "Substitute Debtor") provided that:
(a)
the Substitute Debtor assumes all obligations of the Issuer in respect of the Notes;
(b)
the Substitute Debtor has obtained all necessary authorisations and may transfer to the
Fiscal Agent in the currency required and without being obligated to deduct or withhold
any taxes or other duties of whatever nature levied by the country in which the Substitute
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