Obligation Banque de Luxembourg fiduciary for HSH Nordbank AG 1.937% ( XS0142391894 ) en EUR

Banque de Luxembourg fiduciary for HSH Nordbank AG

6.25 % ⇌

Allemagne

XS0142391894 ( en EUR )

1.937% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation Banque de Luxembourg fiduciary for HSH Nordbank AG XS0142391894 en EUR 1.937%, échéance Perpétuelle

1 000 EUR

500 000 000 EUR

30/06/2024 ( Dans 66 jours )

L'Obligation émise par Banque de Luxembourg fiduciary for HSH Nordbank AG ( Allemagne ) , en EUR, avec le code ISIN XS0142391894, paye un coupon de 1.937% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle

ere
A500,000,000 LB Kiel SPARC Securities
Each issued on a fiduciary basis by Banque de Luxembourg (incorporated with limited liability
in the Grand Duchy of Luxembourg and registered under number RC B 5310)
for the purposes of subscribing to
A500,000,000 Class B Preference Shares in
LB Kiel Funding I
LB Kiel Funding I is incorporated with limited liability in the Cayman Islands
and a wholly-owned subsidiary of
Landesbank Schleswig-Holstein Girozentrale
Issue price of the LB Kiel SPARC Securities: 100%
The issue price of the A500,000,000 LB Kiel Silent Participation Assimilated Regulatory Capital (SPARC) Securities in the
jurisdiction.
denomination of A1,000 (the "SPARC Securities"), issued on a fiduciary basis by Banque de Luxembourg, a société
such
anonyme incorporated in Luxembourg (the "Fiduciary") is 100% of their principal amounts.
any
With the proceeds of the issue of the SPARC Securities, the Fiduciary will, in its own name but at the sole risk of the
of
holders of the SPARC Securities (the "Securityholders"), acquire 500,000 Class B Preference Shares (the "Class B
laws
Securities") issued by LB Kiel Funding I (the "Company"). With the proceeds of the issue of the Class B Securities, the
Company will acquire a silent capital interest in the commercial enterprise (Handelsgewerbe) (the "Participation") of the
y Offering Circular constitute an offer to sell or a solicitation of an offer to buy nor shall th
Bank in the form of a Stille Gesellschaft pursuant to an agreement providing for an asset contribution to the Bank in the
securities
amount of A500,000,000 (the "Silent Contribution") and dated 15 February 2002 (the "Participation Agreement").
the
The Bank has undertaken in an undertaking agreement ( the "Undertaking Agreement") with the Fiduciary to ensure that
the Company will at all times be in a position to meet its dividend obligations under the Class B Securities.
under
The SPARC Securities will represent a pro rata interest in the Class B Securities (prior to redemption thereof) and (after
such redemption), the Silent Contribution and all payments received by the Fiduciary thereunder. Redemption of the Class
B Securities will, unless the Silent Contribution has been repaid, occur by way of a transfer ("Transfer") of the Company's
qualification
rights under the Participation Agreement to the Fiduciary. The Fiduciary will hold (prior to Transfer) the Class B Securities
mstances shall this Preliminar
or
and (after Transfer) the Participation in its own name, on a fiduciary basis, but solely at the risk and for the account of the
Securityholders. The SPARC Securities will evidence the existence of fiduciary contracts between the Securityholders and
ration
the Fiduciary, the terms of which Securityholders will be deemed to have acknowledged and agreed by accepting SPARC
nder no circu
regist
Securities and pursuant to which the Fiduciary is only obliged to pass on funds actually received from the Company (under
to
the Class B Securities prior to Transfer) or the Bank (under the Participation Agreement after Transfer) to the
Securityholders but has no other payment obligations to the Securityholders. The amounts of distributions under the Class
prior
B Securities and the Participation Agreement depend on the profits of the Bank.
Investing in the SPARC Securities involves certain risks. Please review the section entitled "Investment
unlawful
Considerations'' beginning on page 17 of this Offering Circular.
be
The SPARC Securities will initially be represented by a temporary global security in bearer form without coupons which
will be deposited on or about 19 February 2002 (the "Issue Date'') with a common depository for Euroclear Bank
would
S.A./N.V. as operator of the Euroclear System ("Euroclear'') and Clearstream Banking S.A., Luxembourg ("Clearstream
sale
Luxembourg''), where the SPARC Securities have been accepted for clearance. It is expected that delivery of the SPARC
or
Securities will be made through Euroclear and Clearstream Luxembourg against payment therefor in immediately available
funds, on or about the Issue Date. The temporary global security will be exchangeable for a permanent global security in
bearer form without coupons upon certification as to non-US beneficial ownership. In certain limited circumstances the
solicitation
global securities can be exchanged for definitive SPARC Securities.
,
The SPARC Securities have not been, and will not be registered under the U.S. Securities Act of 1933, as amended (the
offer
"1933 Act"), or under any state securities laws and may not be offered, sold or delivered in the United States unless
such
registered under the 1933 Act or an exemption from the registration requirements of the 1933 Act is available. The SPARC
Securities are being offered and sold only to certain persons in transactions outside the United States in compliance with
which
Regulation S under the 1933 Act.
in
Application has been made to list the SPARC Securities on the Luxembourg Stock Exchange.
Bookrunner and Structuring Advisor
jurisdiction
any
LEHMAN BROTHERS
in
Co-Lead Managers
ABN AMRO
BARCLAYS CAPITAL
securities
CREDIT SUISSE FIRST BOSTON
HSBC
y Offering Circular and the information contained herein are subject to completion and amendment. U
these
of
NATEXIS BANQUES POPULAIRES
sale
The date of this Offering Circular is 15 February 2002
any
This Preliminar
be

The Bank accepts responsibility for the information contained in this Offering Circular. To the best of its
knowledge and belief (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. The Company accepts responsibility for the information in this
Offering Circular about itself but does not accept responsibility for any other information contained in this
Offering Circular. The Fiduciary accepts responsibility for the information contained in the first
paragraph of the section entitled "The Fiduciary and the Fiduciary Contract" but does not accept
responsibility for any other information contained in this Offering Circular.
In connection with the issue and sale of the SPARC Securities, no person is authorised to give any
information or to make any representation not contained in this document and in the documents referred
to herein, which are made available for inspection by the public, and if given or made, such information or
representation must not be relied upon as having been authorised by the Fiduciary, the Company, the Bank
or the Managers (as defined in "Subscription and Sale").
This Offering Circular is not intended to provide the basis of any credit or other evaluation and should not
be considered as a recommendation by the Fiduciary, the Company, the Bank or the Managers that any
recipient of this Offering Circular should purchase any of the SPARC Securities. Each investor
contemplating purchasing SPARC Securities should make its own independent investigation of the
financial condition and affairs, and its own appraisal of the creditworthiness, of the Fiduciary, the
Company and the Bank.
The distribution of this document and the offering or sale of the SPARC Securities in certain jurisdictions
may be restricted by law. None of the Company, the Bank, the Fiduciary or the Managers represent that
this document may be lawfully distributed, or that the SPARC Securities 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, none of the Company, the Bank, the Fiduciary or the Managers has taken any action
which would permit a public offering of the SPARC Securities or distribution of this document in any
jurisdiction where action for that purpose is required. Accordingly, no SPARC Securities 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. Persons into whose possession this Offering Circular
or the SPARC Securities may come must inform themselves about, and observe, any such restrictions (see
"Subscription and Sale" for a description, inter alia, of certain restrictions on offers, sales and deliveries of
the SPARC Securities). Neither the delivery of this Offering Circular nor any sale hereunder shall create,
under any circumstances, any implication that there has been no change in the affairs of the Fiduciary, the
Company, the Bank or the Bank and its group of consolidated companies as defined under the German
Stock Corporation Act (the "LB Kiel Group") since the date hereof or that the information contained
herein is correct as of any time subsequent to its date.
The SPARC Securities have not been, and will not be, registered under the 1933 Act and are securities in
bearer form that are subject to United States tax law requirements. Subject to certain exceptions, the
SPARC Securities may not be sold or delivered, directly or indirectly, within the United States or to U.S.
persons.
In this document, all references to "EUR", "euro", "EURO" and "C" are to the lawful currency of those EU
member states participating in the European Monetary Union.
2

TABLE OF CONTENTS
Page
SUMMARY OF THE TRANSACTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
INVESTMENT CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17
TERMS & CONDITIONS OF THE SPARC SECURITIES . . . . . . . . . . . . . . . . . . .
20
TERMS & CONDITIONS OF THE CLASS B SECURITIES. . . . . . . . . . . . . . . . . .
28
TERMS & CONDITIONS OF THE PARTICIPATION . . . . . . . . . . . . . . . . . . . . .
35
DESCRIPTION OF THE COMPANY SECURITIES . . . . . . . . . . . . . . . . . . . . . .
47
DESCRIPTION OF THE UNDERTAKING AGREEMENT . . . . . . . . . . . . . . . . . .
48
DESCRIPTION OF THE LOAN FINANCING. . . . . . . . . . . . . . . . . . . . . . . . . .
49
LB KIEL FUNDING I. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
52
THE FIDUCIARY AND THE FIDUCIARY CONTRACT . . . . . . . . . . . . . . . . . . .
53
CAPITALISATION OF THE BANK AND THE LB KIEL GROUP . . . . . . . . . . . . . .
54
DISTRIBUTABLE PROFITS OF THE BANK . . . . . . . . . . . . . . . . . . . . . . . . . .
55
THE BANK AND THE LB KIEL GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . .
56
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
66
SUBSCRIPTION AND SALE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
71
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
73
FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
In connection with this issue, Lehman Brothers International (Europe) or any person acting for Lehman Brothers
International (Europe) may over-allot or effect transactions with a view to supporting the market price of the
SPARC Securities at a higher level than that which might otherwise prevail for a limited period after the Issue
Date. However, there may be no obligation on Lehman Brothers International (Europe) or any agent of it to do
this. Such stabilising may be effected on the Luxembourg Stock Exchange or otherwise. Such stabilising, if
commenced, may be discontinued at any time, and must be brought to an end after a limited period. Such
stabilising shall be in compliance with all relevant laws and regulations.
3

SUMMARY OF THE TRANSACTION
The following paragraphs contain a brief overview of the most significant features of the transaction. This
overview is necessarily incomplete and investors are urged to read carefully the entire Summary and the full text
of the Offering Circular for a more precise description of the offered securities and the information concerning
(i) the transaction, (ii) the Bank, the Company and the Fiduciary and (iii) the agreements amongst them.
The Fiduciary proposes to issue A500,000,000 SPARC Securities on a fiduciary basis. With the proceeds of issue
of the SPARC Securities the Fiduciary will acquire 500,000 Class B Securities issued by the Company, an
exempted company incorporated with limited liability under the laws of Cayman Islands, of which the Bank will,
at the Issue Date, own all of the ordinary shares. The Company will, with the proceeds from the issuance of the
Class B Securities, acquire a silent capital interest in the aggregate amount of A500,000,000 in the commercial
enterprise (Handelsgewerbe) of the Bank in the form of Stille Gesellschaft pursuant to an agreement providing for
an asset contribution by the Company to the Bank in the amount of A500,000,000 to be dated on or about
15 February 2002.
In addition to its ordinary shares and the Class B Securities, the Company will issue 698,000 Class A Preference
Shares (the "Class A Securities") in the aggregate nominal amount of A698,000,000 to the Bank. The Company
will use the proceeds from the issuance of the Class A Securities in order to extend a loan documented in the form
of a German law governed Schuldscheindarlehen (the "Loan") to the Bank. The Company will use the interest
earned under the Loan to satisfy its dividend payment obligations under the Class B Securities.
Each SPARC Securities will represent, prior to Transfer, a pro rata interest in the Class B Securities and, after
Transfer, a pro rata interest in the Participation. Securityholders will have no interest in profit participations
accrued for the period from the Issue Date to 31 December of the year prior to the year in which the Transfer
occurs. Securityholders will be entitled, prior to Transfer, to all payments made under the Class B Securities by
the Company to the Fiduciary and, after Transfer, to all payments made by the Bank to the Fiduciary under the
Participation Agreement. The Fiduciary will hold, prior to Transfer, the Class B Securities and, after Transfer, the
Participation in its own name, on a fiduciary basis, but solely at the risk and for the account of the Securityholders.
The terms and conditions of the SPARC Securityholders (the "SPARC Terms") and the terms and conditions of
the Class B Securities (the "Class B Terms") are subject to certain linkage features that have the effect of linking
each of them to the Participation Agreement and, therefore, making the obligation of the Company to pay
dividends and capital on the Class B Securities and the Fiduciary's corresponding obligation to pass on to
Securityholders funds it receives under the Class B Securities and (after Transfer) the Participation Agreement,
dependent on the financial condition of the Bank. The Bank intends to treat the proceeds under the Participation
Agreement as solo tier one capital of the Bank for purposes of determining its compliance with regulatory capital
requirements.
4

The following diagram outlines the relationship between the Bank, the Company, the Fiduciary and the
Securityholders prior to Transfer:
e698 million
Landesbank
Investors
Schleswig 
Holstein
Class A
Girozentrale
Securities
SPARC
e
Securities
500 million
Fiduciary
Loan
e698 million
LB KIEL
FUNDING I
Class B
Silent Contribution
Securities
e500 million
e500 million
The following diagram outlines the relationship between the Bank, the Fiduciary and the Securityholders after
Transfer:
Landesbank
Investors
Schleswig 
Holstein
Girozentrale
SPARC
e500 million
Securities
Fiduciary
Silent Contribution
e500 million
5

SUMMARY OF THE TERMS OF THE SPARC SECURITIES
The following summary refers to certain provisions of the SPARC Terms and is qualified in its entirety and by the
more detailed information contained elsewhere in this document. Defined terms used herein have the meaning
given to them in "Terms and Conditions of the SPARC Securities" contained elsewhere herein.
Issuer
Banque de Luxembourg, a société anonyme incorporated in Luxembourg
acting on a fiduciary basis under Luxembourg law and in particular the Grand
Ducal Regulation of 19 July 1983 on Fiduciary Contracts of Credit
Institutions.
Nature of securities
Each SPARC Security represents, before Transfer, a pro rata interest in the
Class B Securities and thereafter a pro rata interest in the Participation
(excluding profit participations accrued up to (and including) the fiscal year of
the Bank prior to the fiscal year in which the Transfer occurs).
Fiduciary obligations
The Issuer will act as a fiduciary for the Securityholders. It is only obliged to
pass amounts on to Securityholders to the extent that those amounts are
received by or on behalf of the Issuer.
Principal Amount
A500,000,000.
Nominal Amount
A1,000 per SPARC Security.
Issue Price
100%
Issue Date
19 February 2002.
Maturity
The SPARC Securities are perpetual securities and have no fixed maturity
date.
Class B Securities
The A500,000,000 Class B Securities issued by the Company.
Participation
The Silent Contribution in the initial aggregate principal amount of
A500,000,000 in the commercial enterprise (Handelsgewerbe) of the Bank in
the form of a Stille Gesellschaft.
Form
The SPARC Securities will initially be represented by a Temporary Global
Security in bearer form without coupons attached which will be deposited on
the Issue Date with a common depository for Euroclear and Clearstream
Luxembourg. The Temporary Global Security will be exchangeable for a
Permanent Global Security in bearer form without coupons attached upon
certification as to non-US beneficial ownership of the SPARC Securities. In
certain limited circumstances the Permanent Global Security will be
exchangeable for definitive SPARC Securities with coupons and talons
attached.
Transfer
In lieu of a payment in cash on the redemption of the Class B Securities, the
Company will on redemption of the Class B Securities, if the Participation has
not been repaid, transfer the Participation (excluding profit participations
accrued up to 31 December of the year prior to the year in which the Transfer
occurs) to the Fiduciary. Until such transfer, each SPARC Security will
represent a pro rata interest in the Class B Securities and thereafter a pro rata
interest in the Participation (excluding profit participations accrued up to
31 December of the year prior to the year in which the Transfer occurs.) The
Class B Securities must be redeemed on those dates determined in accordance
with the Class B Terms. Under the SPARC Terms, Securityholders and, if the
SPARC Securities are listed on the Luxembourg Stock Exchange, the
Luxembourg Stock Exchange will be informed of the occurrence of a Transfer.
Non-Principal Distributions
For such time as the SPARC Securities represent interests in the Class B
Securities, the Securityholders will be entitled to dividend amounts paid by the
Company under the Class B Securities.
For such time as the SPARC Securities represent interests in the Participation,
the Securityholders will be entitled to profit participations paid by the Bank
6

under the Participation Agreement (excluding profit participations accrued up
to 31 December of the year prior to the year in which the Transfer occurs.)
The record date for entitlement to Non-Principal Distributions will be 29 June.
Non-Principal
For such time as the SPARC Securities represent interests in the Class B
Distribution Dates
Securities, Securityholders will receive Non-Principal Distributions at such
times as dividends are paid under the Class B Securities.
For such time as the SPARC Securities represent interests in the Participation,
Securityholders will receive profit participations at such times as profit
participations, accrued since the Transfer, are paid under the Participation
Agreement.
The payment dates for dividends under the Class B Terms and for profit
participations under the Participation Agreement are expected to be 30 June of
each year. The first payment is expected to occur on 30 June 2003.
Fiscal and Paying agent
Kredietbank S.A. Luxembourgeoise
Redemption
If the SPARC Securities represent interests in the Class B Securities and if the
Silent Contribution is repaid in cash, the SPARC Securities will be redeemed
in such amounts as the Silent Contribution is repaid.
If the SPARC Securities represent interests in the Class B Securities and the
Class B Securities are redeemed by way of transfer of the Participation to the
Fiduciary, the SPARC Securities will only be redeemed upon the repayment of
the Silent Contribution.
If the SPARC Securities represent interests in the Participation and if the Silent
Contribution is repaid, the SPARC Securities will be redeemed in such
amounts as the Silent Contribution is repaid.
Redemption Date
If the SPARC Securities represent interests in the Class B Securities and if the
Silent Contribution is repaid, the SPARC Securities will be redeemed on such
date as the Silent Contribution is repaid.
If the SPARC Securities represent interests in the Participation and if the Silent
Contribution is repaid, the SPARC Securities will be redeemed on such date
as the Silent Contribution is repaid.
The Redemption Date is expected to occur on 30 June of the year following
the year in which the Participation Agreement is terminated, which may occur
no earlier, except in the case of a termination for supervisory or tax reasons,
than 30 June 2014.
Make-Whole Payment
If the SPARC Securities are redeemed prior to 30 June 2014, Securityholders
will receive an amount equal to the difference, if positive, between (i) the
present value of the expected Non-Principal Distributions for the period from
the date of redemption to 30 June 2014 and an amount equal to the aggregate
principal amount of the SPARC Securities on 30 June 2014, and (ii) the initial
aggregate principal amount of the SPARC Securities. The present value will
be calculated by discounting the payments on an annual basis using a Bund
comparable yield plus 75 basis points.
Enforcement rights
Upon a payment default of any amount by the Company or the Bank the
Fiduciary may seek at any time at its discretion and without notice any remedy
available to it under applicable law. It shall only be bound to seek any such
remedy in limited circumstances as more fully set out hereafter. Any action of
the Fiduciary shall always be subject to full prior indemnification to the
Fiduciary. If the Fiduciary becomes obliged to take legal action, and has failed
to take such legal action within a reasonable time, then the Securityholders
may be entitled, subject to certain conditions, to institute legal action in the
Fiduciary's place.
Payment of Additional Amounts If the Fiduciary is required to withhold or deduct amounts payable under the
SPARC Securities on account of tax, the Fiduciary will not, unless it receives
7

funds from the Bank or Company to do so, gross up those amounts so that the
Securityholders receive the full amounts payable.
Listing
Application has been made to list the SPARC Securities on the Luxembourg
Stock Exchange.
Notices
A newspaper designated for mandatory stock exchange notices in Germany
(Börsenpflichtblatt) and in Luxembourg (Luxemburger Wort) or such other
Börsenpflichtblatt or Luxembourg daily newspaper as the Fiduciary may
select. Provided that the rules of the stock exchange(s) where the SPARC
Securities are listed so permit, this notice requirement may be satisfied by the
delivery of the relevant notice to Euroclear and/or Clearstream Luxembourg
for communication by them to the Securityholders.
Governing law
Luxembourg
Clearing
The SPARC Securities have been accepted for clearance and settlement
through Euroclear and Clearstream Luxembourg. It is expected that delivery
of the interests in the SPARC Securities will be made through the facilities of
Euroclear and Clearstream Luxembourg, against payment therefor in
immediately available funds, on or about the Issue Date.
Security code
ISIN: XS0142391894
Common Code: 14239189
8

SUMMARY OF THE TERMS OF THE CLASS B SECURITIES
The following summary refers to certain provisions of the Terms and Conditions of the Class B Securities and is
qualified in its entirety and by the more detailed information contained elsewhere in this document. Defined terms
used herein have the meaning given to them in "Terms and Conditions of the Class B Securities".
Principal Amount
A500,000,000
Form and Denomination
500,000 Class B Securities consisting of Class B Preference Shares of A1,000
par value each.
Dividends
Dividends for each calculation period of the Class B Securities (being 30 June
(inclusive) to 30 June (exclusive) provided that the first Calculation Period
will be from (and including) 19 February 2002 to (but excluding) 30 June
2003 or, in the case of the last Calculation Period, to (but excluding) the date
of redemption of the Class B Securities) (the Calculation Period) are payable
on the Payment Date falling on or after the end of such Calculation Period.
Dividends for the Class B Securities for each Calculation Period shall be in an
amount equal to the lower of (i) 7.4075% per annum on the paid up value of
the Class B Securities and (ii) the Profit Participation accrued in accordance
with the Participation Agreement, if any, for the Bank's fiscal year (being 1
January to 31 December) (the Relevant Bank Fiscal Year) commencing in the
same calendar year as the relevant Calculation Period begins.
If the Profit Participation for a Relevant Bank Fiscal Year is less than the
maximum amount which could accrue for such Relevant Bank Fiscal Year,
then the above-mentioned 7.4075% per annum shall be multiplied by the
quotient of the actual Profit Participation accrued for that Relevant Bank
Fiscal Year divided by such maximum Profit Participation.
Payment Dates
The later of 30 June (or if that is not a Business Day, the following Business
Day) or the first Business Day following the adoption of the annual financial
statements of the Bank.
Capital Repayments
There shall be no capital repayments other than payment made on a
Redemption Date as set out below or a return of capital on winding up of the
Company.
Maturity
No fixed maturity.
Redemption Dates
The Class B Securities shall either be redeemed (A) by transfer of the
Participation Agreement to the Fiduciary, on a Class B Transfer Redemption
Date, being the earlier of:
(i)
30 June 2014;
(ii)
the date on which a Transfer occurs pursuant to the BAKred's
requirement that the Bank induce the Company to transfer its claims
under the Participation Agreement, such requirement for Transfer to be
complied with only upon six months prior notice by the BAKred to the
Bank; and
(iii) the date on which the Loan must be repaid in accordance with the Loan
Agreement.
or (B) for cash, on a Class B Cash Redemption Date, being the date on which
the Silent Contribution becomes payable in accordance with the Participation
Agreement.
Redemption
On a Class B Transfer Redemption Date, by transferring to the Fiduciary all of
the Company's rights in the Participation Agreement (excluding profit
participations accrued up to 31 December of the year prior to the year in which
the Transfer occurs.)
On a Class B Cash Redemption Date, by paying the proceeds under the
Participation Agreement (other than profit participations accrued up to 31
9

December of the year preceding the year in which the Redemption occurs) to
the Fiduciary.
Such transfer or payment will satisfy the Company's obligations in respect of
redemption of the Class B Securities, even if the value of the Silent
Contribution, or the proceeds under the Participation Agreement, is less than
the aggregate par value of the Class B Securities.
There will be no partial redemption of the Class B Securities.
Ranking
In the event that the assets of the Company (other than rights under the Loan
and the Participation Agreement) are insufficient to meet the claims of
creditors, creditors' claims will be met with the proceeds of the Participation
Agreement (other than profit participations accrued up to the repayment of the
Silent Contribution or redemption of the Class B Securities).
Subject to the following sentence, no shareholder in the Company other than
the holder of the Class B Securities will have a right to share in the proceeds
of the Participation Agreement. No shareholder in the Company other than the
holder of the Class A Securities will have a right to share in profit
participations under the Participation Agreement accrued up to 31 December
of the year preceding the year in which the Transfer occurs.
Payment of Additional
If the Company is required to withhold or deduct amounts payable under the
Amounts
Class B Securities on account of tax, the Company will gross up those
amounts so that the holders of the Class B Securities receive the full amount
payable or such amount will be paid by the Bank to the Fiduciary.
Voting Rights
No voting rights other than in relation to rights attached to Class B Securities.
Enforcement Rights
The memorandum and articles of association of the Company constitute a
contract between the shareholders and the Company. In order to enforce the
rights of the Class B Securities under the articles of association the Fiduciary,
as a shareholder, would need to bring an action against the Company for
breach of contract or, alternatively, against the directors of the Company
directly for breach of their fiduciary duties under Cayman Islands law. The
action taken would depend on the right which the Fiduciary was seeking to
enforce. Such actions would lie, for example, where the fixed dividend on the
Class B Securities was not declared and paid by the directors of the Company
in breach of the provisions of the articles of association and their fiduciary
duties.
Transfer Rights
The Fiduciary will not be entitled to transfer its rights or obligations except to
a new fiduciary as permitted by the SPARC Terms. Under the SPARC Terms,
the Securityholders will be informed of the occurrence of a change of
Fiduciary.
Governing Law
Cayman Islands
10