Obligation Credit Suisse (USA) Inc 7% ( XS0118514446 ) en GBP

Credit Suisse (USA) Inc

100 % ▼

Etas-Unis

XS0118514446 ( en GBP )

7% par an ( paiement annuel )

05/10/2020 - Obligation échue

Prospectus brochure de l'obligation Credit Suisse (USA) Inc XS0118514446 en GBP 7%, échue

1 000 GBP

250 000 000 GBP

L'Obligation émise par Credit Suisse (USA) Inc ( Etas-Unis ) , en GBP, avec le code ISIN XS0118514446, paye un coupon de 7% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 05/10/2020

Credit Suisse Group Finance (U.S.) Inc.
(a Delaware corporation)
£250,000,000
changed.
7.00 per cent. Subordinated Guaranteed Bonds due 2020
be
unconditionally and irrevocably guaranteed on a subordinated basis by
may
and
Credit Suisse Group
(incorporated with limited liability in Switzerland)
complete
not
Issue Price: 99.016 per cent.
is
The 7.00 per cent. Subordinated Guaranteed Bonds due 2020 (the ``Bonds'') of Credit Suisse Group Finance (U.S.)
cular
Inc., a Delaware corporation (the ``Issuer''), will be issued in an aggregate principal amount of £250,000,000. The
cir
Bonds will be unconditionally and irrevocably guaranteed on a subordinated basis by Credit Suisse Group (the
``Guarantor'' or ``Credit Suisse Group''). The Bonds and the Guarantee constitute unsecured and subordinated
obligations of the Issuer and the Guarantor,respectively.
feringof
Interest on the Bonds is payable annually in arrear on 5th October in each year,subject to adjustment (each,an
``Interest Payment Date''),the ®rst Interest Payment Date being 5th October,2001,at the rate of 7.00 per cent. per
annum,as more fully described herein. Payments on the Bonds will be made without deduction for or on account
eliminary
of taxes of the United States or Switzerland to the extent described herein.
pr
this
Unless previously redeemed or purchased and cancelled,each Bond will be redeemed at its principal amount on
in
5th October,2020. The Bonds are subject to redemption in whole,but not in part,at their principal amount on any
Interest Payment Date at the option of the Issuer in the event of certain changes affecting taxes of the United
States or Switzerland or in the event that full payment of any amounts due under the Bonds or the Guarantee by
the Issuer or the Guarantor (as the case may be) is prevented by applicable law,as more fully described herein.
contained
Application has been made to list the Bonds on the Luxembourg Stock Exchange.
The Bonds will initially be represented by a temporary global Bond (the ``Temporary Global Bond''),without interest
information
coupons (``Coupons'') attached,which will be deposited with a common depositary on behalf of Clearstream,
The
Banking,socieÂteÂ anonyme,and Morgan Guaranty Trust Company of New York,Brussels of®ce,as operator of the
Euroclear system,on or about 5th October,2000. Interests in the Temporary Global Bond will be exchangeable for
interests in a permanent global Bond (the ``Permanent Global Bond''),without Coupons attached,on or after a date
which is expected to be 12th November,2000 upon certi®cation as to non-U.S. bene®cial ownership. Interests in
the Permanent Global Bond will be exchangeable for de®nitive bearer Bonds,with Coupons attached,at the
request of the holder or the Issuer as described herein.
Credit Suisse First Boston
Barclays Capital PLC
Morgan Stanley Dean Witter
UBS Warburg
The date of this offering circular is 3rd October,2000

TERMS AND CONDITIONS OF THE BONDS
The following is the text of the Terms and Conditions of the Bonds substantially in the form in which
they will be endorsed on the Bonds (except that italicised text will not appear on the Bonds):
The issue of the £250,000,000 7.00 per cent. Guaranteed Bonds due 2020 (the ``Bonds'', which
expression shall in these Terms and Conditions (the ``Conditions''), unless the context otherwise requires,
include any further bonds issued pursuant to Condition 12 and forming a single series therewith) of Credit
Suisse Group Finance (U.S.) Inc. (the ``Issuer'') was authorised by a resolution of the Board of Directors of
the Issuer dated 2nd October, 2000. The Bonds have the bene®t of an irrevocable and unconditional
subordinated guarantee of Credit Suisse Group (the ``Guarantor'') authorised pursuant to a resolution of the
Board of Directors of Credit Suisse Group dated 28th August, 2000. A ®scal agency agreement (the ``Fiscal
Agency Agreement'') dated 5th October, 2000 has been entered into in relation to the Bonds among the
Issuer, the Guarantor, The Chase Manhattan Bank, as ®scal and principal paying agent, and the paying
agents named therein. The ®scal agent and the paying agents for the time being are referred to below
respectively as the ``Fiscal Agent'' and the ``Paying Agents'' (which expression shall include the Fiscal
Agent). The Fiscal Agency Agreement includes the form of the Bonds and the interest coupons relating to
them (the ``Coupons''). Copies of the Fiscal Agency Agreement are available for inspection during normal
business hours at the speci®ed of®ces of the Paying Agents. The holders of the Bonds (the ``Bondholders'')
and the holders of the Coupons (the ``Couponholders'', and collectively with the Bondholders, the
``holders'') are entitled to the bene®t of, and are deemed to have notice of, all the provisions of the Fiscal
Agency Agreement applicable to them.
1.
Form, Denomination and Title
(a)
Form and denomination
The Bonds are serially numbered and in bearer form in the denominations of £1,000, £10,000 and
£100,000, each with Coupons attached on issue. Bonds of one denomination may not be exchanged for
Bonds of any other denomination.
(b)
Title
Title to the Bonds and Coupons passes by delivery. The holder of any Bond or Coupon will (except as
otherwise required by law) be treated as its absolute owner for all purposes (whether or not such Bond or
Coupon is overdue and regardless of any notice of ownership, trust or any interest in it, any writing on it, or
its theft or loss) and no person will be liable for so treating the holder.
2.
Status
The Bonds and Coupons constitute direct, unconditional, unsecured and subordinated obligations of
the Issuer and rank pari passu with all other present or future unsecured and subordinated obligations of the
Issuer and without any preference among themselves. The payment of principal and interest on the Bonds
will be subordinated to the prior payment in full of all present and future creditors of the Issuer other than
those creditors whose claims, by operation of law or pursuant to their terms, rank or are expressed to rank
pari passu with or junior to the claims of holders.
Subject to applicable law, no holder may exercise, claim or plead any right of set-off, compensation
or retention in respect of any amount owed to it by the Issuer arising under or in connection with the Bonds
or the Coupons and each holder shall, by virtue of being the holder of any Bond or Coupon (as the case may
be), be deemed to have waived all such rights of set-off, compensation or retention.
The subordination provisions set out above are irrevocable. The Issuer may not create or permit to
exist any charge or other security interest over its assets to secure the obligations of the Issuer in respect of
the Bonds.
6

3.
Guarantee
The complete text of the Guarantee is set out immediately following these Conditions.
(a)
Guarantee
The Guarantor has, pursuant to a guarantee dated 5th October, 2000 and governed by Swiss law,
undertaken for the bene®t of the holders irrevocably and unconditionally to guarantee, on a subordinated
basis, the payment of principal and interest and any other amounts due under these Conditions (the
``Guarantee'').
(b)
Status
The Guarantee constitutes an unconditional, unsecured and subordinated obligation of the Guarantor
and ranks pari passu with all other present or future unsecured and subordinated obligations of the
Guarantor. The rights of holders under the Guarantee will be subordinated to the claims of all present and
future creditors of the Guarantor other than those creditors whose claims, by operation of law or pursuant to
their terms, rank or are expressed to rank pari passu with or junior to the claims of holders.
In addition, the rights of holders under the Guarantee will effectively be subordinated to the claims of
all present and future creditors of the Guarantor's subsidiaries.
Subject to applicable law, no holder may exercise, claim or plead any right of set-off, compensation
or retention in respect of any amount owed to it by the Guarantor arising under or in connection with the
Guarantee and each holder shall, by virtue of being the holder of any Bond or Coupon (as the case may be),
be deemed to have waived all such rights of set-off, compensation or retention.
The subordination provisions set out above are irrevocable. The Guarantor may not create or permit
to exist any charge or other security interest over its assets to secure the obligations of the Guarantor in
respect of the Guarantee.
(c)
Rights of holders
All rights in respect of the Guarantee are held, and may be exercised exclusively, by the holders, each
of whom is directly entitled to require the Guarantor to ful®ll its obligations under the Guarantee in respect
of such holder's claims under the Bonds and may enforce such claims directly against the Guarantor without
®rst having recourse to the Issuer.
(d)
Consolidation or merger
The Guarantor has agreed pursuant to the Guarantee that it will not consolidate with or merge into
any other Person (as de®ned below) or convey, transfer or lease its properties and assets substantially as an
entirety to any Person, unless the Person formed by such consolidation or into which the Guarantor is
merged or the Person that acquires by conveyance or transfer, or which leases, the properties and assets of
the Guarantor substantially as an entirety shall be a corporation (including a bank), partnership, limited
liability company or trust (or a branch of any of the foregoing), shall be validly existing under the laws of the
jurisdiction of its organization and shall expressly assume in writing the guarantee of the due and punctual
payment of the principal of and interest on the Bonds (including any additional amounts as speci®ed in
Condition 7) pursuant to the terms of the Guarantee and the performance or observance of every covenant in
the Guarantee on the part of the Guarantor to be performed or observed.
``Person'' means any individual, corporation, bank, partnership, joint venture, association, joint-stock
company, limited liability company, trust, unincorporated organization or government or any agency or
political subdivision thereof.
(e)
Modi®cation of Guarantee
For so long as any of the Bonds are outstanding, any amendment or modi®cation of the Guarantee
shall require the consent of Bondholders holding at least 75 per cent. in principal amount of the Bonds for
the time being outstanding, except for amendments or modi®cations to correct any manifest error in the
Guarantee, which shall not require any such consent.
7

4.
Interest
The Bonds bear interest from, and including, 5th October, 2000 at the rate of 7.00 per cent. per
annum, payable annually in arrear on 5th October in each year (each an ``Interest Payment Date''), the ®rst
Interest Payment Date being 5th October, 2001. Each Bond will cease to bear interest from the due date for
redemption unless, upon due presentation, payment of principal is improperly withheld or refused. In such
event it shall continue to bear interest at such rate (both before and after judgment) until whichever is the
earlier of (a) the day on which all sums due in respect of such Note up to that day are received by or on
behalf of the relevant holder, and (b) the day seven days after the Fiscal Agent has noti®ed Noteholders of
receipt of all sums due in respect of all the Notes up to that seventh day (except to the extent that there is
failure in the subsequent payment to the relevant holders under these Conditions). If interest is required to be
calculated for a period of less than one year, it will be calculated on the basis of a 360-day year consisting of
12 months of 30 days each.
5.
Redemption and Purchase
(a)
Final redemption
Unless previously redeemed, or purchased and cancelled, the Bonds will be redeemed at their
principal amount on 5th October, 2020. The Bonds may not be redeemed at the option of the Issuer other
than in accordance with this Condition.
(b)
Redemption for taxation reasons
The Bonds may be redeemed at the option of the Issuer in whole, but not in part, on any Interest
Payment Date at any time prior to maturity on giving not less than 30 nor more than 60 days' notice to the
Bondholders (which notice shall be irrevocable), at their principal amount, (i) if (x) the Issuer has or will or
the Guarantor would, if required to pay under the Guarantee, become obliged to pay additional amounts as
provided or referred to in Condition 7 as a result of any change in, or amendment to, the laws or regulations
of the United States or Switzerland, as the case may be, or of any political subdivision or any authority
thereof or therein having power to tax, or any change in the application or of®cial interpretation of such laws
or regulations, which change or amendment becomes effective on or after the issue date of the Bonds, and
(y) such obligation cannot be avoided by the Issuer (or the Guarantor, as the case may be) taking reasonable
measures available to it; or (ii) if the Issuer or the Guarantor is prevented by applicable law from making
payment of the full amount then due and payable. Prior to the publication of any notice of redemption
pursuant to this paragraph, the Issuer shall deliver to the Fiscal Agent a certi®cate signed by two Directors of
the Issuer (or two Managing Directors of the Guarantor, as the case may be) stating that the Issuer is entitled
to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the
right of the Issuer so to redeem have occurred, and an opinion of independent legal advisers of recognised
standing to the effect that the Issuer (or the Guarantor, as the case may be) has or will become obliged to pay
such additional amounts as a result of such change or amendment or become prevented by applicable law
from making such payments, as the case may be.
In addition, if the Issuer shall determine that any payment made outside the United States by the
Issuer (or the Guarantor, as the case may be) or any Paying Agent of principal or interest due in respect of
any Bond would, under any present or future laws or regulations of the United States, be subject to any
certi®cation, identi®cation or other information reporting requirement of any kind, the effect of which
requirement is the disclosure to the Issuer, the Guarantor, any Paying Agent or any governmental authority
of the nationality, residence or identity of a bene®cial owner of such Bond or Coupon who is a United States
Alien (other than such a requirement (a) which would not be applicable to a payment made by the Issuer (or
the Guarantor, as the case may be) or any Paying Agent (i) directly to the bene®cial owner or (ii) to a
custodian, nominee or other agent of the bene®cial owner, or (b) which can be satis®ed by such custodian,
nominee or other agent certifying to the effect that such bene®cial owner is a United States Alien, provided
that, in each case referred to in clauses (a)(ii) and (b), payment by such custodian, nominee or agent to such
bene®cial owner is not otherwise subject to any such requirement), the Issuer shall redeem the Bonds, in
whole but not in part, at their principal amount (together with interest accrued to the date ®xed for
redemption) or, at the election of the Issuer, if the conditions of the next paragraph are satis®ed, pay the
8

additional amounts speci®ed in such paragraph. The Issuer shall make such determination and election as
soon as practicable and publish prompt notice thereof (the ``Determination Notice'') stating the effective
date of such certi®cation, identi®cation or other information reporting requirements, whether the Issuer will
redeem the Bonds or whether the Issuer has elected to pay the additional amounts speci®ed in the next
paragraph, and (if applicable) the last date by which the redemption of the Bonds must take place, as
provided in the next succeeding sentence. If the Issuer elects to redeem the Bonds pursuant to this
paragraph, such redemption shall take place on such date, not later than one year after the publication of the
Determination Notice, as the Issuer shall elect on giving not less than 30 nor more than 60 days' notice to
the Bondholders. Notwithstanding the foregoing, the Issuer shall not so redeem the Bonds if the Issuer or the
Guarantor shall subsequently determine, not less than 30 days prior to the date ®xed for redemption, that
subsequent payments would not be subject to any such certi®cation, identi®cation or other information
reporting requirement, in which case the Issuer or the Guarantor shall publish prompt notice of such
determination and any earlier redemption notice shall be revoked and of no further effect. Prior to the
publication of any notice of redemption pursuant to this paragraph, the Issuer shall deliver to the Fiscal
Agent a certi®cate signed by two Directors of the Issuer (or two Managing Directors of the Guarantor, as the
case may be) stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts
showing that the conditions precedent to the right of the Issuer so to redeem have occurred, and an opinion
of independent legal advisers of recognised standing to such effect based on such statement of facts.
If and so long as the certi®cation, identi®cation or other information reporting requirements referred
to in the preceding paragraph would be fully satis®ed by payment of a backup withholding tax or similar
charge (without any requirement that the nationality, residence or identity of such bene®cial owner be
disclosed to the Issuer, the Guarantor, any Paying Agent or any governmental authority), the Issuer may elect
to pay as additional amounts such amounts as may be necessary so that every net payment made outside the
United States following the effective date of such requirements by the Issuer, the Guarantor or any Paying
Agent of principal or interest due in respect of any Bond or any Coupon of which the bene®cial owner is a
United States Alien, after deduction or withholding for or an account of such backup withholding tax or
similar charge (other than a backup withholding tax or similar charge which (i) would not be applicable in
the circumstances referred to in the parenthetical clause of the ®rst sentence of the preceding paragraph, or
(ii) is imposed as a result of presentation of such Bond or Coupon for payment more than 30 days after the
date on which such payment becomes due and payable or on which payment thereof is duly provided for,
whichever occurs later), will not be less than the amount provided for in such Bond or Coupon to be then
due and payable. If the Issuer elects to pay any additional amounts pursuant to this paragraph, the Issuer
shall have the right to redeem the Bonds in whole but not in part at any time pursuant to the applicable
provisions of the preceding paragraph and the redemption price of such Bonds shall not be reduced for
applicable withholding taxes. If the Issuer elects to pay additional amounts pursuant to this paragraph and
the condition speci®ed in the ®rst sentence of this paragraph should no longer be satis®ed, then the Issuer
shall redeem the Bonds, in whole but not in part, pursuant to the applicable provisions of the preceding
paragraph and the redemption price of such Bonds shall not be reduced for applicable withholding taxes.
``United States Alien'' means any person who, for United States federal income tax purposes, is a
foreign corporation, a nonresident alien individual, a nonresident alien ®duciary of a foreign estate or trust,
or a foreign partnership one or more of the members of which is, for United States federal income tax
purposes, a foreign corporation, a nonresident alien individual or a nonresident alien ®duciary of a foreign
estate or trust.
(c)
Notice of redemption
Notice of any redemption under this Condition will be given to the holders in accordance with
Condition 13. All Bonds in respect of which a notice of redemption is given (unless such notice of
redemption is revoked in accordance with this Condition) shall be redeemed on the date speci®ed in such
notice in accordance with this Condition.
9

(d)
Purchases
The Issuer and the Guarantor and any of their respective Subsidiaries (as de®ned in the Fiscal Agency
Agreement) may at any time purchase Bonds by tender, in the open market or otherwise at any price. Any
purchase shall be made in accordance with applicable laws or regulations, including (without limitation)
applicable stock exchange regulations. The Bonds so purchased, while held by or on behalf of the Issuer, the
Guarantor or any such Subsidiary, shall not entitle the holder to vote at any meetings of the Bondholders and
shall not be deemed to be outstanding for the purposes of calculating quorums at meetings of the
Bondholders or for the purposes of paragraph (a) of Condition 11. Bonds so purchased may be held, resold
or surrendered to any Paying Agent for cancellation.
(e)
Cancellation
All Bonds which are redeemed and any unmatured Coupons attached thereto or surrendered
therewith at the time of redemption shall forthwith be cancelled. All Bonds so cancelled and all Bonds
purchased and cancelled pursuant to paragraph (d) above (together with all unmatured Coupons cancelled
therewith) shall be forwarded to the Fiscal Agent and cannot be reissued or resold.
6.
Payments
(a)
Method of payment
Payments of principal and interest will be made against presentation and surrender (or, in the case of
a partial payment, endorsement) of Bonds or the appropriate Coupons (as the case may be) at the speci®ed
of®ce of any Paying Agent outside the United States, by a sterling cheque or by credit or transfer to a
sterling account (or any other account to which sterling may be credited or transferred) speci®ed by the
payee with a bank outside the United States. Payments of interest due in respect of any Bond other than on
presentation and surrender of matured Coupons shall be made only against presentation and either surrender
or endorsement (as appropriate) of the relevant Bond. Notwithstanding the foregoing, no payment in respect
of the Bonds will be made by mail to an address in the United States or by wire transfer to an account
maintained by the holder in the United States.
(b)
Payments subject to ®scal laws
All payments are subject in all cases to any applicable ®scal or other laws and regulations, but
without prejudice to the provisions of Condition 7. No commissions or expenses shall be charged to the
holders in respect of such payment.
(c)
Redemption and surrender of unmatured Coupons
Each Bond should be presented for redemption together with all unmatured Coupons relating to it,
failing which the amount of any such missing unmatured Coupon (or, in the case of payment not being made
in full, that proportion of the amount of such missing unmatured Coupon which the sum of principal so paid
bears to the total principal amount due) will be deducted from the sum due for payment. Each amount of
principal so deducted will be paid in the manner mentioned above against presentation and surrender (or, in
the case of partial payment only, endorsement) of the relevant missing Coupon at any time before the expiry
of 10 years after the Relevant Date (as de®ned in Condition 7) in respect of the relevant Bond (whether or
not the Coupon would otherwise have become void pursuant to Condition 9) but not thereafter.
(d)
Payments on Business Days
A Bond or Coupon may only be presented for payment on a day which is a Business Day in the place
of presentation and in London. No further interest or other payment will be made as a consequence of the
day on which the relevant Bond or Coupon may be presented for payment under this paragraph falling after
the due date.
``Business Day'' means a day on which commercial banks and foreign exchange markets are open in
the relevant city.
10

(e)
Paying Agents
The initial Paying Agents and their initial speci®ed of®ces are listed below. The Issuer and the
Guarantor reserve the right at any time to vary or terminate the appointment of any Paying Agent and
appoint additional or other Paying Agents outside the United States, provided that they will maintain (i) a
Fiscal Agent and (ii) at least one Paying Agent (which may be the Fiscal Agent) having a speci®ed of®ce in
a major European city (which, so long as the Bonds are listed on the Luxembourg Stock Exchange, shall be
Luxembourg). Notice of any change in the Paying Agents or their speci®ed of®ces will promptly be given to
the holders in accordance with Condition 13.
7.
Payment of Additional Amounts
(a)
Switzerland
All payments of principal and interest in respect of the Bonds and the Coupons (including amounts
paid by the Guarantor) shall be made free and clear of, and without withholding or deduction for, any taxes,
duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or
assessed by or within Switzerland or any authority therein or thereof having power to tax, unless such
withholding or deduction is required by law. In that event the Issuer (or the Guarantor, as the case may be)
shall pay such additional amounts as will result in receipt by the holders of such amounts as would have been
received by them had no such withholding or deduction been required, except that no such additional
amounts shall be payable in respect of any Bond or Coupon presented for payment:
(i)
by or on behalf of a holder who is liable to such taxes, duties, assessments or governmental
charges in respect of such Bond or Coupon by reason of his having some connection with
Switzerland other than the mere holding of the Bond or Coupon; or
(ii)
more than 30 days after the Relevant Date except to the extent that the holder would have been
entitled to such additional amounts on presenting such Bond or Coupon for payment on the last
day of such period of 30 days.
``Relevant Date'' means whichever is the later of (i) the date on which such payment ®rst becomes
due and (ii) if the full amount payable has not been received by the Fiscal Agent on or prior to such due date,
the date on which, the full amount having been so received, notice to that effect shall have been given to the
Bondholders.
(b)
United States
All payments of principal and interest in respect of the Bonds and the Coupons (including amounts
paid by the Guarantor) to any holder appertaining thereto who is a United States Alien (as de®ned in
paragraph (b) of Condition 5) shall be made free and clear of, and without withholding or deduction for, any
taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld
or assessed by or within the United States or any authority therein or thereof having power to tax, unless
such withholding or deduction is required by law. In that event the Issuer (or the Guarantor, as the case may
be) shall pay such additional amounts as will result in receipt by such holders of such amounts as would have
been received by them had no such withholding or deduction been required, except that no such additional
amounts shall be payable by the Issuer or any Guarantor to any such holder for or on account of:
(i)
any such tax, duty, assessment or other governmental charge which would not have been so
imposed but for (x) the existence of any present or former connection between such holder (or
between a ®duciary, settlor, bene®ciary, member or shareholder of such holder, if such holder is
an estate, a trust, a partnership or a corporation) and the United States, including, without
limitation, such holder (or such ®duciary, settlor, bene®ciary, member or shareholder) being or
having been a citizen or resident thereof or being or having been engaged in a trade or business
or present therein or having, or having had, a permanent establishment therein or (y) the
presentation by the holder of any such Bond or Coupon for payment on a date more than 30
days after the Relevant Date, except to the extent that the holder of it would have been entitled
to such additional amounts on presenting such Bond or Coupon for payment on the last day of
such period of 30 days;
11

(ii)
any estate, inheritance, gift, sales, transfer or personal property tax or any similar tax, duty,
assessment or governmental charge;
(iii) any tax, duty, assessment or other governmental charge imposed by reason of such holder's past
or present status as a personal holding company or foreign personal holding company or
controlled foreign corporation or passive foreign investment company with respect to the
United States or as a corporation which accumulates earnings to avoid United States federal
income tax or as a private foundation or other tax-exempt organisation;
(iv) any tax, duty, assessment or other governmental charge which is payable otherwise than by
withholding from payment on or in respect of any Bond or Coupon;
(v)
any tax, duty, assessment or other governmental charge required to be withheld by any Paying
Agent from any payment of principal of, or interest on, any Bond, if such payment can be made
without such withholding by any other Paying Agent outside the United States;
(vi) subject to Condition 5 above, any tax, duty, assessment or other governmental charge which
would not have been imposed but for the failure to comply with certi®cation, information or
other reporting requirements concerning the nationality, residence or identity of the holder or
bene®cial owner of such Bond or Coupon, if such compliance is required by statute or by
regulation of the United States or of any political subdivision or taxing authority thereof or
therein as a precondition to relief or exemption from such tax, assessment or other
governmental charge;
(vii) any tax, duty, assessment or other governmental charge imposed by reason of such holder's past
or present status as the actual or constructive owner of 10 per cent. or more of the total
combined voting power of all classes of stock entitled to vote of the Guarantor or as a direct or
indirect subsidiary of the Guarantor; or
(viii) any combination of two or more of items (i) through (vii) above;
nor shall any additional amounts be paid with respect to any payment on a Bond or Coupon to a United
States Alien who is a ®duciary or partnership or other than the sole bene®cial owner of such payment to the
extent such payment would be required by the laws of the United States (or any political subdivision thereof)
to be included in the income, for tax purposes, of a bene®ciary or settlor with respect to such ®duciary or a
member of such partnership or a bene®cial owner who would not have been entitled to additional amounts
had such bene®ciary, settlor, member or bene®cial owner been the holder of the Bonds or Coupon.
Any reference in these Conditions to principal or interest shall be deemed to include any additional
amounts which may be payable under this Condition 7.
8.
Events of Default
If any of the following events (each an ``Event of Default'') occurs and is continuing:
(a)
Non-payment of interest
the Issuer fails to pay any interest on any of the Bonds when due and such failure continues for
a period of 22 days; or
(b)
Non-payment of principal
the Issuer fails to pay the principal of any of the Bonds when due and such failure continues for
a period of 10 days; or
(c)
Insolvency
(i) the Issuer or the Guarantor is (or is, or could be, deemed by law or a court to be) insolvent or
bankrupt or unable to pay its debts, stops, suspends or threatens to stop or suspend payment of
all or a material part of (or of a particular type of) its debts, proposes or makes a general
assignment or an arrangement or composition with or for the bene®t of the relevant creditors in
12

respect of any of such debts or a moratorium is agreed or declared in respect of or affecting all
or any part of (or of a particular type of) the debts of the Issuer or the Guarantor; or (ii) the
Issuer or the Guarantor commences a voluntary case or proceeding under any applicable
bankruptcy, insolvency, reorganisation or similar law to be adjudicated insolvent or bankrupt,
or consents to the entry of a decree or order for relief in any involuntary case or proceeding
under any such law, or takes or consents to any similar action; or
(d)
Winding-up
an order is made or an effective resolution passed for the winding-up or dissolution of the Issuer
or the Guarantor, or the Issuer or the Guarantor ceases or threatens to cease to carry on all or a
material part of its business or operations, except for the purpose of and followed by a
reconstruction, amalgamation, reorganisation, merger or consolidation on terms approved by an
Extraordinary Resolution of the holders; or
(e)
Guarantee
the Guarantee is not (or is claimed by the Guarantor not to be) in full force and effect;
then any Bond may, by notice in writing given to the Fiscal Agent at its speci®ed of®ce by the holder, be
declared immediately due and payable whereupon it shall become immediately due and payable at its
principal amount together with accrued interest without further formality unless such Event of Default shall
have been remedied prior to the receipt of such notice by the Fiscal Agent.
9.
Prescription
Claims in respect of Bonds and Coupons will become void unless presentation for payment is made
as required by Condition 6 within a period of 10 years in the case of Bonds and 5 years in the case of
Coupons from the appropriate Relevant Date, subject to the provisions of Condition 6.
10.
Replacement of Bonds and Coupons
If any Bond or Coupon is lost, stolen, mutilated, defaced or destroyed, it may be replaced at the
speci®ed of®ce of the Fiscal Agent, subject to all applicable laws and stock exchange requirements, upon
payment by the claimant of the expenses incurred in connection with such replacement and on such terms as
to evidence, security, indemnity and otherwise as the Issuer and the Guarantor may require (provided that
the requirement is reasonable in the light of prevailing market practice). Mutilated or defaced Bonds or
Coupons must be surrendered before replacements will be issued.
11.
Meetings of Bondholders and Modi®cation of Fiscal Agency Agreement
(a)
Meetings of Bondholders
The Fiscal Agency Agreement contains provisions for convening meetings of Bondholders to
consider matters affecting their interests, including the sanctioning by Extraordinary Resolution of certain
modi®cations of the Bonds, the Coupons, the Guarantee or certain provisions of the Fiscal Agency
Agreement. Such a meeting may be convened by Bondholders holding not less than 10 per cent. in principal
amount of the Bonds for the time being outstanding. The quorum for any meeting convened to consider an
Extraordinary Resolution will be two or more persons holding or representing a clear majority in principal
amount of the Bonds for the time being outstanding, or at any adjourned meeting two or more persons being
or representing Bondholders whatever the principal amount of the Bonds held or represented, unless the
business of such meeting includes consideration of proposals, inter alia, (i) to modify the maturity of the
Bonds or the dates on which interest is payable in respect of the Bonds, (ii) to reduce or cancel the principal
amount of, or interest on, the Bonds, (iii) to change the currency of payment of the Bonds or the Coupons,
(iv) to modify the provisions concerning the quorum required at any meeting of Bondholders or the majority
required to pass an Extraordinary Resolution or (v) to modify or cancel the Guarantee, in which case the
necessary quorum will be two or more persons holding or representing not less than 75 per cent., or at any
adjourned meeting not less than 25 per cent., in principal amount of the Bonds for the time being
13

outstanding. Any Extraordinary Resolution duly passed shall be binding on Bondholders (whether or not
they were present at the meeting at which such resolution was passed) and on all Couponholders.
(b)
Modi®cation of Fiscal Agency Agreement
The Issuer and the Guarantor shall only permit any modi®cation of, or any waiver or authorisation of
any breach or proposed breach of or any failure to comply with, the Fiscal Agency Agreement, if to do so
could not reasonably be expected to be prejudicial to the interests of the holders.
12.
Further Issues
The Issuer may from time to time without the consent of the Bondholders or Couponholders create
and issue additional securities either having the same terms and conditions as the Bonds in all respects (or in
all respects except for the ®rst payment of interest on them) and so that such further issue shall be
consolidated and form a single series with the outstanding securities of any series (including the Bonds) or
upon such terms as the Issuer may determine at the time of their issue. References in these Conditions to the
Bonds include (unless the context requires otherwise) any other securities issued pursuant to this Condition
and forming a single series with the Bonds.
13.
Notices
Notices to Bondholders will be valid if published in a leading newspaper having general circulation
in London (which is expected to be the Financial Times) and (so long as the Bonds are listed on the
Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require) in a leading
newspaper having general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or, if
such publication shall not be practicable, in an English language newspaper of general circulation in Europe.
Any such notice shall be deemed to have been given on the date of such publication or, if published more
than once or on different dates, on the ®rst date on which publication is made. Couponholders will be
deemed for all purposes to have notice of the contents of any notice given to the Bondholders in accordance
with this Condition.
14.
Redenomination
The Issuer may, without the consent of holders, on giving prior notice to the Fiscal Agent and at least
30 days' prior notice to holders in accordance with Condition 13, elect that, with effect from the
Redenomination Date speci®ed in the notice, the Bonds shall be redenominated in Euro.
The election will have effect as follows:
(i)
the Bonds shall be deemed to be redenominated into Euro in the denomination of Euro 0.01
with a principal amount for each Bond equal to the principal amount of that Bond in sterling,
converted into Euro at the Established Rate, provided that, if the Issuer determines, with the
agreement of the Fiscal Agent, that the then market practice in respect of the redenomination
into Euro of internationally offered securities is different from the provisions speci®ed above,
such provisions shall be deemed to be amended so as to comply with such market practice and
the Issuer shall promptly notify the Bondholders, the stock exchange (if any) on which the
Bonds may be listed and the Paying Agents of such deemed amendments;
(ii)
save to the extent that an Exchange Notice has been given in accordance with paragraph (iv)
below, the amount of interest due in respect of the Bonds will be calculated by reference to the
aggregate principal amount of Bonds presented (or, as the case may be, in respect of which
Coupons are presented) for payment by the relevant holder and the amount of such payment
shall be rounded down to the nearest Euro 0.01;
(iii) if de®nitive Bonds are required to be issued after the Redenomination Date, they shall be issued
at the expense of the Issuer in the denominations of Euro 1,000, Euro 10,000, Euro 100,000 and
(but only to the extent of any remaining amounts less than Euro 1,000 or such smaller
14