General Information Regarding Global
Notes, Series A
We refer to the Global
Notes, Series A offered under this prospectus supplement as our “
Series A notes
” or the “
notes
,”
which are a separate series of our debt securities. We refer to the offering of the Series A notes as our “
Series A program
.”
Investors should carefully read the general terms and provisions of our debt securities in “Description of Debt Securities
— Senior Debt Securities” in the accompanying prospectus. This section supplements that description.
A pricing supplement
to this prospectus supplement will add specific terms for each issuance of notes and may modify or replace any of the information
in this section and in “Description of Debt Securities — Senior Debt Securities” in the accompanying prospectus.
If the pricing supplement is inconsistent with this prospectus supplement or the accompanying prospectus, the terms in the pricing
supplement will control with regard to the note you purchase. Therefore, the statements made in this prospectus supplement may
not be the terms that apply to the note you purchase.
We Will Issue
Notes Under the Indenture
.
The Series A notes issued under our Series A program will be governed by the senior indenture,
dated as of November 22, 2006, among us, Delaware Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as issuing
agent, paying agent, authenticating agent and registrar, as supplemented by the first supplemental senior indenture, dated as of
March 7, 2014, the second supplemental senior indenture, dated as of January 1, 2015, the third supplemental senior indenture dated
as of January 1, 2016, the fourth supplemental indenture, dated as of March 15, 2016, and the fifth supplemental indenture, dated
as of July 21, 2018, and as may be further amended and supplemented from time to time (the “
Indenture
”) (see
“Description of Debt Securities — Senior Debt Securities — The Senior Indenture” in the accompanying prospectus).
The notes issued under the Indenture will constitute a single series under that Indenture, together with any notes we have issued
in the past or that we issue in the future under that Indenture that we designate as being part of that series. From time to time,
we may create and issue additional notes with the same terms as previous Series A notes, so that the additional notes will be considered
as part of the same issuance as the earlier notes;
provided
that, if any such additional notes are not fungible with the
earlier notes for U.S. federal income tax purposes, they will be issued under a separate CUSIP or other identifying number.
Unless otherwise
specified in the applicable pricing supplement or in connection with any further issuances of notes with the same terms as notes
originally issued prior to January 1, 2015, holders of notes issued on or after January 1, 2015 will be bound by and will be deemed
to consent to the imposition of any Resolution Measure (as described in the accompanying prospectus) by the competent resolution
authority, which may include the write down of all, or a portion, of any payment (or delivery of any property) on the notes or
the conversion of the notes into ordinary shares or other instruments of ownership. Please see the section “Risk Factors”
beginning on page 19 in the accompanying prospectus and the section “Resolution Measures” beginning on page 76 in the
accompanying prospectus for more information.
Outstanding Indebtedness
of the Bank.
The Indenture does not limit the amount of additional indebtedness that we may incur.
How the Notes
Rank Against Other Debt.
The notes will constitute our unsecured and unsubordinated obligations ranking
pari passu
among themselves and
pari passu
with all of our other unsecured and unsubordinated obligations, subject, however, to statutory
priorities conferred upon certain unsecured and unsubordinated obligations in the event of any Resolution Measures imposed on us
or in the event of our dissolution, liquidation, insolvency or composition, or if other proceedings are opened for the avoidance
of the insolvency of, or against, us; and pursuant to Section 46f(5) of the German Banking Act (
Kreditwesengesetz
), the
obligations under the notes will rank in priority to our senior non-preferred obligations under any of our debt
instruments (
Schuldtitel
) within
the meaning of Section 46f(6) sentence 1 of the German Banking Act (including the senior non-preferred obligations under any such
debt instruments that we issued before July 21, 2018 and that are subject to Section 46f(9) of the German Banking Act) or any successor
provision.
Office Substitution.
If specified in the applicable pricing supplement, we may, without the consent of the holders or the trustee, designate
our head office or another branch of ours (in this paragraph, we refer to each of our head office or any of our branches as an
“
office
”) as substitute for the office through which we have acted to issue such series with the same effect
as if such substitute office had been originally named as the office through which we had acted to issue such series for all purposes
under the Indenture and such series. In order to give effect to such a substitution, we will give notice of the substitution to
the trustee and the holders of such series of notes. With effect from the substitution date, such substitute office will, without
any amendment of such series of notes or entry into any supplemental indenture, assume all of the obligations of the originally-named
office as principal obligor under such series of notes. The applicable pricing supplement will include a reference to office substitution
if included as a term of a series of notes.
This Section Is
Only a Summary.
The accompanying prospectus and this prospectus supplement provide only summaries of the Indenture’s
material terms. They do not, however, describe every aspect of the Indenture and the notes. The Indenture and its associated documents,
including the applicable note, contain the full legal text of the matters described in this section and in the accompanying prospectus.
A copy of the Indenture has been filed with the Securities and Exchange Commission (the “
SEC
”) as part of the
registration statement for the notes.
Some Frequently
Used Definitions.
We have defined some of the terms that we use frequently in this prospectus supplement below:
A “
business
day
” means, unless otherwise stated in the applicable pricing supplement, for any note, any day other than a day that
is (i) a Saturday or Sunday, (ii) a day on which banking institutions generally in The City of New York or London, England
are authorized or obligated by law, regulation or executive order to close or (iii) a day on which transactions in dollars
are not conducted in The City of New York or London, England; and, in addition, (a) for LIBOR notes only, a London Banking
Day (as defined below); (b) for notes having a specified currency other than U.S. dollars only, other than notes denominated
in euro, any day that in the principal financial center of the country of the specified currency is not a day on which banking
institutions generally are authorized or obligated by law, regulation or executive order to close; and (c) for notes denominated
in euro, a day on which TARGET2 is operating.
“
Clearstream,
Luxembourg
” means Clearstream Banking,
société anonyme,
Luxembourg
.
“
Depositary
”
means The Depository Trust Company, New York, New York.
“
Designated
LIBOR Currency
” means the currency specified in the applicable pricing supplement as to which LIBOR shall be calculated
or, if no such currency is specified in the applicable pricing supplement, U.S. dollars.
“
Euro LIBOR
notes
” means LIBOR notes for which the Designated LIBOR Currency is euro.
“
Euroclear
operator
” means Euroclear Bank SA/NV, as operator of the Euroclear System.
“
Euro-zone
”
means the region comprising member states of the European Union that have adopted a single currency in accordance with the relevant
treaty of the European Union, as amended.
An “
interest
payment date
” for any note means a date on which, under the terms of that note, regularly scheduled interest is payable.
A “
London
Banking Day
” means any day on which dealings in deposits in the Designated LIBOR Currency are transacted in the London
interbank market.
A “
New York
Banking Day
” means, unless otherwise stated in the applicable pricing supplement, for any note, any day except a Saturday,
Sunday or a legal holiday in The City of New York or a day on which banking institutions in The City of New York are authorized
or required by law or executive order to close.
The term “
specified
currency
” means the currency or currencies in respect of notes in which the principal, premium (if any) or interest (if
any) is not denominated or payable in U.S. dollars.
The “
record
date
” for any interest payment date is, (a) in the case of global notes, the date that is one New York Banking Day
immediately preceding the relevant date of payment with respect to such interest payment date and, (b) in the case of certificated
notes, the date that is 15 calendar days prior to that interest payment date, whether or not that day is a business day, unless
otherwise specified in the applicable pricing supplement. However, upon maturity, redemption or repayment, the paying agent will
pay any interest due to the holder to whom it pays the principal of the note.
The term “
Reuters
page
” means the display on Reuters 3000 Xtra, or any successor service, on the page or pages specified in this prospectus
supplement or the relevant pricing supplement, or any replacement page or pages on that service.
“
TARGET2
”
means the Trans-European Automated Real-time Gross Settlement Express Transfer System.
“
TARGET Settlement
Day
” means any day on which TARGET2 is operating.
A “
U.S. Government
Securities Business Day
” means any day other than a Saturday, Sunday or a day on which the Securities Industry and Financial
Markets Association (or any successor thereto) recommends that the fixed income department of its members be closed for the entire
day for purposes of trading in U.S. government securities.
References in this
prospectus supplement to “U.S. dollar,” “U.S.$” or “$” are to the currency of the United States
of America. References in this prospectus supplement to “euro” or “€” are to the single currency introduced
at the commencement of the third stage of the European Economic and Monetary Union pursuant to the treaty establishing the European
Community, as amended.
Types of Notes
We may issue the following
types of notes:
Fixed Rate Notes
A note of this type
will bear interest at a fixed rate described in the applicable pricing supplement. This type includes zero coupon notes, which
bear no interest.
Floating Rate Notes
A note of this type
will bear interest at rates that are determined by reference to an interest rate formula. In some cases, the rates may also be
adjusted by adding or subtracting a spread or multiplying by a spread multiplier and may be subject to a minimum rate or a maximum
rate. The various interest rate formulas and these other features are described below under “—Interest Rates—Floating
Rate Notes.” If the note you purchase is a floating rate note, the formula and any adjustments that apply to the interest
rate will be specified in the pricing supplement.
Linked Notes
A note of this type
provides that the amount payable at its maturity and/or the amount of interest payable on an interest payment date will be determined
by reference to:
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one or more currencies;
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one or more commodities;
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one or more securities of ours or of entities that are or are not affiliated with us;
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one or more intangibles, articles, goods or any other property;
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any other financial, economic or other measures or instruments, including the occurrence or non-occurrence
of any events or circumstances; and/or
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indices or baskets of any of these items, including baskets of indices.
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The holder of a linked
note may receive an amount at maturity that is greater than or less than the principal amount of the note depending upon the value,
price or level of the applicable underlying to which the note is
linked. That value, price or level may fluctuate
over time. The applicable pricing supplement will include information about the relevant underlying and about how amounts that
are to become payable will be determined by reference to the underlying. A linked note may provide for either cash settlement or
physical settlement by delivery of the applicable underlying or another property of the type listed above. A linked note may also
provide that the form of settlement may be determined at our option or at the holder’s option.
Investing in linked
notes involves special risks. You should carefully read the risk factors section in the applicable pricing supplement for your
linked note.
Exchangeable Notes
We may issue notes,
which we refer to as “exchangeable notes,” that are optionally or mandatorily exchangeable into:
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securities of ours or of entities that are or are not affiliated with us;
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a basket or baskets of those securities;
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any combination of, or the cash value of, such securities or other property.
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The exchangeable notes
may or may not bear interest or be issued with original issue discount or at a premium. The general terms of the exchangeable notes
are described below. Please note that exchangeable notes may specify other terms in the relevant pricing supplement, which may
differ from those described below.
Payments upon
Exchange
.
The applicable pricing supplement will specify whether upon exchange, at maturity or otherwise, the holder of
an exchangeable note may receive, at the specified exchange rate, either the underlying property or the cash value of such underlying
property. The underlying property may be our securities or securities of entities that are or are not affiliated with us; a basket
or baskets of those securities; other property; or any combination of the above. The exchangeable notes may or may not provide
for protection against fluctuations in the exchange rate between the currency in which that note is denominated and the currency
or currencies in which the market prices of the underlying property or properties are quoted. Exchangeable notes may have other
terms, which will be specified in the applicable pricing supplement.
Mandatorily Exchangeable
Notes
.
At maturity, the holder of a mandatorily exchangeable note must exchange the note for the underlying property or
the cash value of such underlying property at a specified rate of exchange, and, therefore, depending upon the value of the underlying
property at maturity, the holder of a mandatorily exchangeable note may receive less than the stated principal amount of the note
at maturity. If so indicated in the applicable pricing supplement, the specified rate at which a mandatorily exchangeable note
may be exchanged may vary depending on the value of the underlying property so that, upon exchange, the holder participates in
a percentage, which may be less than, equal to or greater than 100% of the change in value of the underlying property. Mandatory
exchangeable notes may include notes where we have the right, but not the obligation, to require holders of notes to exchange their
notes for the underlying property.
Optionally Exchangeable
Notes
.
The holder of an optionally exchangeable note may, during a period, or at a specific time or times, exchange the
note for the underlying property or the cash value of such underlying property at a specified rate of exchange or at a rate of
exchange determined pursuant to a formula described in the applicable pricing supplement. If specified in the applicable pricing
supplement, we will have the option to redeem the optionally exchangeable note prior to maturity. If the holder of an optionally
exchangeable note does not elect to exchange the note prior to maturity or any applicable redemption date, the holder will receive
the principal amount of the note plus any accrued interest at maturity or upon redemption, if so specified in the applicable pricing
supplement.
Special Requirements
for Exchange of Global Notes.
If an optionally exchangeable note is represented by a global note, the Depositary’s
nominee will be the holder of that note and therefore will be the only entity that can exercise a right to exchange or other elective
rights. In order to ensure that the Depositary’s nominee will timely exercise such elective rights, the beneficial owner
of the note must instruct the broker or other direct or indirect participant through which it holds an interest in that note to
notify the Depositary of its desire to exercise its rights. Different firms have different deadlines for accepting instructions
from their customers. Each beneficial owner should consult the broker or other participant through which it holds an interest in
a note in order to ascertain the deadline for ensuring that timely notice of elective rights will be delivered to the Depositary.
Payments upon
Acceleration of Maturity or upon Tax Redemption.
Unless otherwise specified in the applicable pricing supplement, if the
principal amount payable at maturity of any exchangeable note is declared due and payable prior to maturity as a result of an event
of default or tax redemption (see “Series A Notes Offered on a Global Basis— Tax Redemption”), the amount payable
on:
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an optionally exchangeable note will equal the face amount of the note plus accrued interest, if
any, to but excluding the date of payment, except that if a holder has exchanged an optionally exchangeable note prior to the date
of acceleration or tax redemption without having received the amount due upon exchange, the amount payable will be an amount in
cash equal to the amount due upon exchange and will not include any accrued but unpaid interest; and
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a mandatorily exchangeable note will equal an amount determined as if the date of acceleration
or tax redemption were the final valuation date, plus accrued interest, if any, to but excluding the date of payment.
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The amount payable
if the principal amount payable at maturity of an exchangeable note is declared due and payable prior to maturity as a result of
any other type of redemption will be set forth in the applicable pricing supplement.
Original Issue Discount Notes
A fixed rate note,
a floating rate note, a linked note or an exchangeable note may be an original issue discount note. A note of this type is issued
as a discounted security (bearing no interest or interest at a rate that at the time of issuance is below market rates) to be sold
at an issue price below its stated principal amount. Special considerations applicable to any original issue discount notes will
be described in the applicable pricing supplement.
Unless otherwise specified
in the applicable pricing supplement, in the event of redemption, repayment or acceleration of maturity of an original issue discount
note, the amount payable to the holder will be equal to the sum of:
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the issue price (increased by any accruals of discount) or, in the event of any redemption by us
of such original issue discount note (if applicable), the issue price (increased by any accruals of discount) multiplied by the
initial redemption percentage specified in the applicable pricing supplement (as adjusted by the initial redemption percentage
reduction, if applicable) and
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(ii)
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any unpaid interest on such original issue discount note accrued from the date of issue to the
date of such redemption, repayment or acceleration of maturity.
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Unless otherwise specified
in the applicable pricing supplement, for purposes of determining the amount of discount that has accrued as of any date on which
a redemption, repayment or acceleration of maturity occurs for an original issue discount note, the discount will be accrued using
a constant yield method. The constant yield will be calculated using (i) a 30-day month, 360-day year convention, (ii) a
compounding period that, except for the initial period (as defined below), corresponds to the shortest period between interest
payment dates for the applicable original issue discount note (with ratable accruals within a compounding period) and (iii) an
assumption that the maturity of such original issue discount note will not be accelerated. If the period from the date of issue
to the initial interest payment date for an original issue discount note, which we refer to as the “
initial period
,”
is shorter than the compounding period for such original issue discount note, a proportionate amount of the yield for an entire
compounding period will be accrued. If the initial period is longer than the compounding period, then such period will be divided
into a regular compounding period and a short period with the short period being treated as provided in the preceding sentence.
The accrual of the applicable discount may differ from the accrual of original issue discount for U.S. federal income tax purposes
under the Internal Revenue Code of 1986, as amended to the date hereof (the “
Code
”).
Certain original issue
discount notes may not be treated as having original issue discount for federal income tax purposes, and notes other than original
issue discount notes may be treated as issued with original issue discount for federal income tax purposes.
Extendible Notes
We may issue from time
to time “
extendible notes
,” with respect to which we will have the option to extend the maturity of a note for
one or more periods up to but not beyond the final maturity date set forth in the applicable pricing supplement. If we have such
an option with respect to any note, the procedures for extension
will be described in the applicable pricing
supplement. Amortizing notes may not be designated as extendible notes.
Renewable Notes
We may also issue “
renewable
notes
,” which will mature on an interest payment date specified in the applicable pricing supplement, unless the maturity
of all or a portion of the principal amount of the notes is extended by the holders in accordance with the procedures set forth
in the applicable pricing supplement.
Terms Specified in Pricing Supplements
A pricing supplement
generally will specify the following terms of any issuance of our Series A notes to the extent applicable:
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the specific designation of the notes;
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the issue price (price to public);
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the aggregate principal amount, purchase price and denomination;
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the original issue date;
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the stated maturity date and any terms related to any extension or shortening of the maturity date;
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whether the notes are fixed rate notes, floating rate notes, linked notes and/or exchangeable notes;
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for fixed rate notes, the rate per year at which the notes will bear interest, if any, or the method
of calculating that rate and the dates on which interest will be payable;
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for floating rate notes, the base rate, the index maturity, the spread, the spread multiplier,
the initial interest rate, the interest reset periods, the interest payment dates, the maximum interest rate, the minimum interest
rate and any other terms relating to the particular method of calculating the interest rate for the note;
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for floating rate notes, whether they are renewable notes;
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for linked notes, the underlying asset or measure to which the notes are linked, the principal
amount, if any, or the amount calculated with respect to the principal amount, if any, we will pay you at maturity, the amount
of interest, if any, we will pay you on an interest payment date, or of any other interim and/or contingent payment, the formula
we will use to calculate these amounts, if any, and whether your note will be payable in cash or other property;
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for exchangeable notes, the terms on which holders of the notes may exchange them into the underlying
property or the cash value of such underlying property; any specific terms relating to the adjustment of the exchange feature;
the period during which the holders may effect the exchange; and the other items described in “—Exchangeable Notes”
above;
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for currency-linked notes, information as to the one or more currencies to which the principal
amount payable on any principal payment date or the amount of interest payable on any interest payment date is linked or indexed;
the currency in which the face amount of the currency-linked note is denominated; the currency in which principal on the currency-linked
note will be paid; and specific historic exchange rate information and any currency risks relating to the specific currencies selected;
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whether the notes may be redeemed, in whole or in part, at our option or repaid at your option,
prior to the stated maturity date, and the terms of any redemption or repayment;
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whether the note has been issued with original issue discount or is an amortizing note (and, if
the note is an amortizing note, the amortization schedule);
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if any note is not denominated and payable in U.S. dollars, the currency or currencies in which
the principal, premium, if any, and interest, if any, will be paid, which we refer to as the “specified currency,”
along with any other terms relating to the non-U.S. dollar denomination, including exchange rates as against the U.S. dollar at
selected times during the last five years and any exchange controls affecting that specified currency;
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the circumstances, if any, under which we will pay additional amounts on the notes for any tax,
assessment or governmental charge withheld or deducted and, if so, whether we will have the option to redeem those notes rather
than pay the additional amounts; and
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any other terms on which we will issue the notes.
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Form, Legal Ownership and Denomination
of Notes
Form.
We will issue notes in fully registered, global (
i.e.
, book-entry) form only, unless we specify otherwise in the applicable
pricing supplement. Notes in book-entry form will be represented by a global note registered in the name of the Depositary or its
nominee, which will be the sole registered owner and the holder of all the notes represented by the global note. An investor therefore
will not be a holder of the note, but will own only beneficial interests in a global note, which are held by means of an account
with a broker, bank or other financial institution that in turn has an account as a “participant” in the Depositary
or with another institution that does. The Depositary maintains a computerized, book-entry system that will reflect the interests
in the global notes held by participants in its book-entry system. An investor’s beneficial interest in the global notes
will, in turn, be reflected only in the records of the Depositary’s direct or indirect participants though an account maintained
by the investor with such participant.
Except as set forth
in the accompanying prospectus under “Forms of Securities—Global Securities,” you may not exchange registered
global notes or interests in registered global notes for a certificate issued to you in definitive form (a “
certificated
note
”). A further description of the Depositary’s procedures for global notes representing book-entry notes is
set forth below under “The Depositary” and in the accompanying prospectus under “Forms of Securities—Global
Securities.”
Legal Ownership.
The person or entity in whose name the notes are registered will be considered the holder and legal owner of the notes. Our obligations
under the Indenture, as well as the obligations of the trustee and those of any third parties employed by us or the trustee, run
only to the registered holders of the notes. We do not have obligations to investors who own beneficial interests in global notes,
in street name or by any other indirect means. For example, once we make a payment or give a notice to the registered holder, we
have no further responsibility for that payment or notice even if that holder is required, under agreements with depositary participants
or customers or by law, to pass it along to the indirect holders (
e.g.
, owners of beneficial interests), but does not do
so. Similarly, if we need to ask the holders of the notes to vote on a proposed amendment to the notes, we would seek approval
only from the registered holders, and not the indirect holders, of the notes.
Special Considerations
for Indirect Holders.
If you hold notes through a bank, broker or other financial institution, either in book-entry form
or in street name, you should check with your own institution to find out:
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how it handles securities payments and notices;
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whether it imposes fees or charges;
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how it would handle voting if it were ever required;
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whether and how you can instruct it to send you notes registered in your own name so you can be
a direct holder, if that is permitted; and
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how it would pursue rights under the notes if there were a default or other event triggering the
need for holders to act to protect their interests.
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Denominations.
Unless we provide otherwise in the applicable pricing supplement, we will issue the notes:
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for U.S. dollar-denominated notes, in denominations of $1,000 or any amount greater than $1,000
that is an integral multiple of $1,000; or
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for notes denominated in a specified currency other than U.S. dollars, in denominations of the
equivalent of $1,000, rounded to an integral multiple of 1,000 units of the specified currency, or any larger integral multiple
of 1,000 units of the specified currency, as determined by reference to the market exchange rate, as defined under “—Interest
and Principal Payments—Unavailability of Foreign Currency” below, on the business day immediately preceding the date
of issuance.
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Governing Law.
The Indenture is, and the notes will be, governed by and construed in accordance with the laws of the State of New York, except
as may be otherwise required by mandatory provisions of law.
Interest Rates
Fixed Rate Notes
Each fixed rate note
will bear interest from the date of issuance at the annual rate stated on its face until the principal is paid or made available
for payment.
How Interest
Is Calculated.
Unless otherwise indicated in the applicable pricing supplement, interest on fixed rate notes will be computed
on the basis of a 360-day year of twelve 30-day months.
How Interest
Accrues.
Interest on fixed rate notes will accrue from, and including, the most recent interest payment date to which interest
has been paid or duly provided for, or, if no interest has been paid or duly provided for, from, and including, the issue date
or any other date specified in a pricing supplement on which interest begins to accrue. Interest will accrue to, but excluding,
the next interest payment date, or, if earlier, the date on which the principal has been paid or duly made available for payment,
except as described below under “—If a Payment Date is Not a Business Day.”
When Interest
Is Paid.
Payments of interest on fixed rate notes will be made on the interest payment dates specified in the applicable
pricing supplement. However, if the period of time between the issue date and the first interest payment date thereafter is less
than the period of time between a record date and an interest payment date, interest will not be paid on the first interest payment
date, but will be paid on the second interest payment date.
Amount of Interest
Payable.
Interest payments for fixed rate notes will include accrued interest from, and including, the date of issue or
from, and including, the last date in respect of which interest has been paid, as the case may be, to, but excluding, the relevant
interest payment date or date of maturity or earlier redemption or repayment, as the case may be.
If a Payment
Date is Not a Business Day.
If any scheduled interest payment date is not a business day, we will pay interest on the next
business day, but interest on that payment will not accrue during the period from and after the scheduled interest payment date.
If the scheduled maturity date or date of redemption or repayment is not a business day, we may pay interest, if any, and principal
and premium, if any, on the next succeeding business day, but interest on that payment will not accrue during the period from and
after such scheduled maturity date or date of redemption or repayment.
Amortizing Notes.
Amortizing notes are notes for which payments combining principal and interest are made in installments over the life of the note.
Payments with respect to amortizing notes will be applied first to interest due and payable on the notes and then to the reduction
of the unpaid principal amount of the notes. Information on the additional terms and conditions of any issue of amortizing notes
will be provided in the applicable pricing supplement. A table setting forth repayment information in respect of each amortizing
note will be included in the applicable pricing supplement.
Floating Rate Notes
Each floating rate
note will mature on the date specified in the applicable pricing supplement.
Each floating rate
note will bear interest at a floating rate determined by reference to an interest rate or interest rate formula, which we refer
to as the “
base rate
.” The base rate may be one or more of the following:
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the commercial paper rate,
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the eleventh district cost of funds rate,
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the federal funds rate,
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any other reference interest rate specified in the applicable pricing supplement.
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Formula for Interest
Rates.
The interest rate on each floating rate note will be calculated by reference to:
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the specified base rate based on the index maturity,
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•
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plus or minus the spread, if any, and/or
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•
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multiplied by the spread multiplier, if any.
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For any floating rate
note, “
index maturity
” means the period of maturity of the instrument or obligation from which the base rate
is calculated and will be specified in the applicable pricing supplement. The “
spread
” is the number of basis
points (one one-hundredth of a percentage point) specified in the applicable pricing supplement to be
added
to, or
subtracted
from, the base rate for a floating rate note. The “
spread multiplier
” is the percentage specified, if any, in
the applicable pricing supplement by which the base rate will be multiplied to determine the applicable interest rate for such
floating rate note.
Limitations on
Interest Rate.
A floating rate note may also have either or both of the following limitations on the interest rate:
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•
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a maximum limitation, or ceiling, on the rate of interest which may accrue during any interest
period, which we refer to as the “maximum interest rate;” and/or
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•
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a minimum limitation, or floor, on the rate of interest that may accrue during any interest period,
which we refer to as the “minimum interest rate.”
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Any applicable maximum
interest rate or minimum interest rate will be set forth in the applicable pricing supplement.
In addition, the interest
rate on a floating rate note may not be less than 0% per annum or higher than the maximum rate permitted by applicable New York
law, as that maximum rate may be modified by United States law of general application.
How Floating
Interest Rates Are Reset.
The interest rate in effect from the date of issue to the first interest reset date for a floating
rate note will be the initial interest rate specified in the applicable pricing supplement. We refer to this rate as the “
initial
interest rate
.” The interest rate on each floating rate note may be reset daily, weekly, monthly, quarterly, semiannually
or annually or on any other periodic basis described in the applicable pricing supplement. We refer to this period as the “
interest
reset period
.” The “
interest reset date
” in respect of each interest reset period will be the first
day of each interest reset period, unless otherwise specified in the applicable pricing supplement.
If any interest reset
date for any floating rate note would otherwise be a day that is not a business day, such interest reset date, unless otherwise
specified in the applicable pricing supplement, will be postponed to the next succeeding day that is a business day; except that,
in the case of an EONIA note, a EURIBOR note or a LIBOR note, if such business day is in the next succeeding calendar month, such
interest reset date, unless otherwise specified in the applicable pricing supplement, will be the immediately preceding business
day.
The interest rate applicable
to each interest reset period commencing on an interest reset date will be the rate per annum determined by the calculation agent
on the interest determination date. The “
interest determination date
” with respect to:
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•
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the ICE swap rate will be the second U.S. Government Securities Business Day prior to the applicable
interest reset date;
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•
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the CMT rate, commercial paper rate, federal funds rate and prime rate will be the second New York
Banking Day preceding the applicable interest reset date;
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•
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the eleventh district cost of funds rate will be the last working day of the month immediately
preceding the applicable interest reset date on which the Federal Home Loan Bank of San Francisco (the “
FHLB
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of San Francisco
”)
publishes the Eleventh District Index (as defined under “—Eleventh District Cost of Funds Rate Notes” below);
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•
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EONIA and EURIBOR will be the second TARGET Settlement Day preceding the applicable interest reset
date;
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•
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LIBOR will be the second London Banking Day preceding an interest reset date, unless the Designated
LIBOR Currency is British pounds sterling, in which case the interest determination date will be the applicable interest reset
date; and
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•
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the Treasury rate will be the day of the week in which the applicable interest reset date falls
on which Treasury Bills normally would be auctioned; provided, however, that if as a result of a legal holiday an auction is held
on the Friday of the week preceding the interest reset date, the related interest determination date shall be such preceding Friday.
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If the interest rate
for a floating rate note is determined by reference to two or more base rates, the interest determination date pertaining to such
note will be the most recent business day that is at least two business days prior to the applicable interest reset date for such
floating rate note on which each base rate is determinable.
Each base rate will
be determined as of such date, and the applicable interest rate will take effect on the applicable interest reset date.
The interest rate in
effect for the ten calendar days immediately prior to maturity, redemption or repayment will be the one in effect on the tenth
calendar day preceding the maturity, redemption or repayment date.
In the detailed descriptions
of the various base rates which follow, the “
calculation date
” pertaining to an interest determination date
means the earlier of (1) the tenth calendar day after that interest determination date, or, if that day is not a business
day, the next succeeding business day, and (2) the business day immediately preceding the applicable interest payment date
or maturity date or, for any principal amount to be redeemed or repaid, any redemption or repayment date.
How Interest
Is Calculated.
Interest on floating rate notes will accrue from, and including, the most recent interest payment date to
which interest has been paid or duly provided for, or, if no interest has been paid or duly provided for, from, and including,
the issue date or any other date specified in a pricing supplement on which interest begins to accrue. Interest will accrue to
but excluding the next interest payment date or, if earlier, the date on which the principal has been paid or duly made available
for payment, except as described below under “—If a Payment Date is Not a Business Day.”
Floating rate notes
will have a calculation agent, which will be Deutsche Bank AG, London Branch, unless otherwise specified in the applicable pricing
supplement. Upon the request of the holder of any floating rate note, the calculation agent will provide the interest rate then
in effect and, if determined, the interest rate that will become effective on the next interest reset date for that floating rate
note.
Unless otherwise specified
in the applicable pricing supplement, accrued interest will be calculated by multiplying the principal amount of the floating rate
note by an accrued interest factor. This accrued interest factor will be computed by adding the interest factors calculated for
each day in the period for which interest is being paid. The interest factor for each day is computed by
dividing
the interest
rate applicable to that day:
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•
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by 360, in the case of ICE swap rate notes, commercial paper rate notes, eleventh district cost
of funds rate notes, EONIA notes, EURIBOR notes, federal funds rate notes, LIBOR notes (except for LIBOR notes with the Designated
LIBOR Currency being specified as British pounds sterling) and prime rate notes;
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•
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by 365, in the case of LIBOR notes with the Designated LIBOR Currency being specified as British
pounds sterling;
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•
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by the actual number of days in the year, in the case of Treasury rate notes and CMT rate notes;
or
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•
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as otherwise specified in the applicable pricing supplement.
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For these calculations,
the interest rate in effect on any interest reset date will be the applicable rate as reset on that date. The interest rate applicable
to any other day is the interest rate from the immediately preceding interest reset date or, if none, the initial interest rate.
All percentages used
in, or resulting from, any calculation of the rate of interest on a floating rate note will be rounded, if necessary, to the nearest
one hundred-thousandth of a percentage point (
e.g.
, 9.876545% (or 0.09876545) being rounded to 9.87655% (or 0.0987655)),
and all U.S. dollar amounts used in or resulting from these calculations on floating rate notes will be rounded to the nearest
cent (with one-half cent rounded upward).
When Interest
Is Paid.
We will pay interest on floating rate notes on the interest payment dates specified in the applicable pricing
supplement. However, if the period of time between the issue date and the first interest payment date thereafter is less than the
period of time between a record date and an interest payment date, interest will not be paid on the first interest payment date,
but will be paid on the second interest payment date.
If a Payment
Date Is Not a Business Day.
If any scheduled interest payment date, other than the maturity date or any earlier redemption
or repayment date, for any floating rate note falls on a day that is not a business day, it will be postponed to the following
business day; except that, in the case of an EONIA note, a EURIBOR note or a LIBOR note, if that business day would fall in the
next calendar month, the interest payment date will be the immediately preceding business day. If the scheduled maturity date or
any earlier redemption or repayment date of a floating rate note falls on a day that is not a business day, the payment of principal,
premium, if any, and interest, if any, will be made on the next succeeding business day, but interest on that payment will not
accrue during the period from and after such maturity, redemption or repayment date.
ICE Swap Rate Notes
ICE swap rate notes
will bear interest at an interest rate based on the ICE swap rate and any spread and/or spread multiplier and will be subject to
the minimum interest rate and the maximum interest rate, if any.
The “
ICE swap
rate
” means, for any interest determination date, the “U.S. Dollar ICE Swap Rate,” which will be the rate
for U.S. dollar swaps with a designated maturity as specified in the applicable pricing supplement, expressed as a percentage,
that appears on the Reuters page <ICESWAP1> (or any other page as may replace such page) as of 11:00 A.M., New York City
time, on such interest determination date.
The following procedures
will be followed if the ICE swap rate cannot be determined as described above:
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•
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if the above rate does not appear on Reuters page <ICESWAP1> (or any other page as may replace
such page) at 11:00 A.M., New York City time, on any Interest Determination Date, the calculation agent will determine the
ICE swap rate for the relevant interest determination date on the basis of the Mid-Market Semi-Annual Swap Rate quotations provided
by the ICE Swap Reference Banks at approximately 11:00 A.M., New York City time, on such interest determination date. The
calculation agent will request the principal New York City office of each of the ICE Swap Reference Banks to provide a quotation
of its rate, and
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(i)
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if at least three quotations are provided, the rate for such interest determination date will be
the arithmetic mean of the quotations, eliminating the highest quotation (or, in the event of equality, one of the highest) and
the lowest quotation (or, in the event of equality, one of the lowest); or
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(ii)
|
if fewer than three quotations are provided, the calculation agent will determine the rate in good
faith and in a commercially reasonable manner.
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“
ICE Swap
Reference Banks
” means five leading swap dealers selected by the calculation agent in the New York City interbank market.
“
Mid-Market
Semi-Annual Swap Rate
” means, on any interest determination date, the mean of the bid and offered rates for the semi-annual
fixed leg, calculated on a 30/360 day count basis, of a fixed-for-floating U.S. dollar interest rate swap transaction with
a term equal to the applicable designated maturity as specified in the applicable pricing supplement commencing on such interest
determination date and in an ICE Swap Representative Amount with an acknowledged dealer of good credit in the swap market, where
the floating leg, calculated on an actual/360 day count basis, is equivalent to U.S. dollar LIBOR with a designated maturity
of three months.
“
ICE Swap
Representative Amount
” means an amount that is representative for a single transaction in the relevant market at the
relevant time as determined by the calculation agent in good faith and in a commercially reasonable manner.
CMT Rate Notes
CMT rate notes will
bear interest at an interest rate based on the CMT rate and any spread and/or spread multiplier and will be subject to the minimum
interest rate and the maximum interest rate, if any.
The “CMT rate”
will be determined as of each interest determination date relating to a CMT rate note and will be the rate on such day as published
by the Federal Reserve System Board of Governors, or its successor, on its website or in another recognized electronic source,
as the yield is displayed for Treasury securities at “constant maturity” under the column for the Designated CMT Maturity
Index (as defined below) for:
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•
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the rate on such interest determination date, if the Designated CMT Reuters Page is FRBCMT; and
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•
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the weekly or monthly average, as specified in the applicable pricing supplement, for the week
or the month, as applicable, ended immediately preceding the week or the month, as applicable, in which the related interest determination
date occurs, if the Designated CMT Reuters Page is FEDCMT.
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The following procedures
will be followed if the CMT rate cannot be determined as described above:
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•
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If the above rate is no longer displayed on the relevant page or is not so published by 3:00 P.M.,
New York City time, on the related calculation date, then the CMT rate on such interest determination date will be such treasury
constant maturity rate for the Designated CMT Maturity Index (or other United States Treasury rate for the Designated CMT Maturity
Index) on such interest determination date as may then be published by either the Board of Governors of the Federal Reserve Board
or the United States Department of the Treasury that the calculation agent determines to be comparable to the rate formerly displayed
on the Designated CMT Reuters Page and published in on the website of the Federal Reserve System Board of Governors or in another
recognized electronic source.
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•
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If such treasury constant maturity rate is not so provided by 3:00 P.M., New York City time, on
the related calculation date, then the CMT rate on the interest determination date will be calculated by the calculation agent
and will be a yield to maturity, based on the arithmetic mean of the secondary market offered rates as of approximately 3:30 P.M.,
New York City time, on such interest determination date reported, according to their written records, by three leading primary
United States government securities dealers in The City of New York (which may include us or our affiliates), which we refer to
as a “
Reference Dealer
,” selected by the calculation agent from five such Reference Dealers selected by the
calculation agent and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation
(or, in the event of equality, one of the lowest), for the most recently issued direct noncallable fixed-rate obligations of the
United States, which are commonly referred to as “
Treasury Notes
,” with an original maturity of approximately
the Designated CMT Maturity Index and a remaining term to maturity of not less than such Designated CMT Maturity Index minus one
year and in an amount that is representative for a single transaction in the securities in such market at such time. If two Treasury
notes with an original maturity as described above have remaining terms to maturity equally close to the Designated CMT Maturity
Index, the quotations for the Treasury notes with the shorter remaining term to maturity will be used.
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•
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If the calculation agent is unable to obtain three such Treasury Note quotations, the CMT rate
on such interest determination date will be calculated by the calculation agent and will be a yield to maturity based on the arithmetic
mean of the secondary market offered rates as of approximately 3:30 P.M., New York City time, on such interest determination date
of three Reference Dealers in The City of New
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York (from five such Reference
Dealers selected by the calculation agent and eliminating the highest quotation (or, in the event of equality, one of the highest)
and the lowest quotation (or, in the event of equality, one of the lowest)), for Treasury Notes with an original maturity of the
number of years that is the next highest to the Designated CMT Maturity Index and a remaining term to maturity closest to the Designated
CMT Maturity Index and in an amount that is representative for a single transaction in the securities in such market at such time.
If two Treasury Notes with an original maturity have remaining terms to maturity equally close to the Designated CMT Maturity Index,
the quotations for the Treasury Note with the shorter remaining term to maturity will be used.
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•
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If three or four (and not five) of such Reference Dealers are quoting as described above, then
the CMT rate will be based on the arithmetic mean of the offered rates obtained, and neither the highest nor the lowest of such
quotations will be eliminated.
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•
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If fewer than three Reference Dealers so selected by the calculation agent are quoting as described
above, the CMT rate for that interest determination date will remain the CMT rate for the immediately preceding interest reset
period, or, if there was no preceding interest reset period, the rate of interest payable will be the initial interest rate.
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“
Designated
CMT Maturity Index
” means the original period to maturity of the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10,
20 or 30 years) specified in the applicable pricing supplement with respect to which the CMT rate will be calculated or, if no
such maturity is specified in the applicable pricing supplement, 2 years.
“
Designated
CMT Reuters Page
” means the Reuters page specified in the applicable pricing supplement (or any other page as may replace
such page) for the purpose of displaying Treasury Constant Maturities published by the Federal Reserve System Board of Governors,
or its successor, on its website or in another recognized electronic source. If no such page is specified in the applicable pricing
supplement, Reuters page FEDCMT (or any other page as may replace FEDCMT). If Reuters page FEDCMT (or any other page as may replace
FEDCMT) applies but the relevant pricing supplement does not specify whether the weekly or monthly average applies, the weekly
average will apply.
Commercial Paper Rate Notes
Commercial paper rate
notes will bear interest at an interest rate based on the commercial paper rate and any spread and/or spread multiplier and will
be subject to the minimum interest rate and the maximum interest rate, if any.
The “commercial
paper rate” will be determined as of each interest determination date relating to a commercial paper rate note and will be
the money market yield (as defined below) on such date of the rate for commercial paper having the index maturity specified in
the applicable pricing supplement as published by the Federal Reserve Board in the H.15 Daily Update under the heading “Commercial
Paper—Non-Financial.”
The following procedures
will be followed if the commercial paper rate cannot be determined as described above:
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•
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If such rate is not yet published in the H.15 Daily Update or another recognized electronic source
by 3:00 P.M., New York City time, on such calculation date, then the commercial paper rate shall be calculated by the calculation
agent and shall be the money market yield of the arithmetic mean of the offered rates as of 11:00 A.M., New York City time, on
such interest determination date, of three leading dealers in U.S. dollar commercial paper in The City of New York (which may include
us or our affiliates) selected by the calculation agent for commercial paper of the index maturity specified in the applicable
pricing supplement placed for a nonfinancial issuer whose bond rating is “AA,” or the equivalent, from a nationally
recognized rating agency.
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•
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If the dealers selected by the calculation agent are not quoting as set forth above, the commercial
paper rate for that interest determination date will remain the commercial paper rate for the immediately preceding interest reset
period, or, if there was no interest reset period, the rate of interest payable will be the initial interest rate.
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“
H.15 Daily
Update
” means the daily update of H.15(519), available through the internet site of the Federal Reserve Board at
.
http://www.federalreserve.gov/releases/h15/update/h15upd.htm,
or any successor site or publication.
The “
money
market yield
” will be a yield calculated in accordance with the following formula:
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money market yield
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=
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D x 360
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x 100
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360 - (D x M)
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where “
D
” refers to the
applicable per year rate for commercial paper quoted on a bank discount basis and expressed as a decimal and “
M
”
refers to the actual number of days in the interest period for which interest is being calculated.
Eleventh District Cost of Funds
Rate Notes
Eleventh district cost
of funds rate notes will bear interest at an interest rate based on the eleventh district cost of funds rate and any spread and/or
spread multiplier and will be subject to the minimum interest rate and the maximum interest rate, if any.
The “eleventh
district cost of funds” rate will be determined as of each interest determination date relating to an eleventh district cost
of funds rate note and will be the rate equal to the monthly weighted average cost of funds for the calendar month immediately
preceding the month in which such interest determination date falls as set forth opposite the heading “11TH Dist COFI:”
on the display on the Reuters Screen COFI/ARMS page (or any other page as may replace such page) as of 11:00 A.M., San Francisco
time, on such interest determination date.
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If such rate does not appear on the Reuters Screen COFI/ARMS page on such interest determination
date, then the eleventh district cost of funds rate on such interest determination date shall be the monthly weighted average cost
of funds paid by member institutions of the Eleventh Federal Home Loan Bank District that was most recently announced (which we
refer to as the “
Eleventh District Index
”) by the FHLB of San Francisco as such cost of funds for the calendar
month immediately preceding such interest determination date.
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•
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If the FHLB of San Francisco fails to announce the Eleventh District Index on or prior to such
interest determination date for the calendar month immediately preceding such interest determination date, the eleventh district
cost of funds rate will remain the eleventh district cost of funds rate for the immediately preceding interest reset period, or,
if there was no interest reset period, the rate of interest payable will be the initial interest rate.
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EONIA
Notes
EONIA
notes will bear interest at an interest rate based on the Euro OverNight Index Average, which is commonly referred to as “EONIA,”
and any spread and/or spread multiplier
and will be subject to the minimum interest rate and the maximum interest rate,
if any.
EONIA
will be the effective overnight reference rate for euro, computed by the European Central Bank as a weighted average of all overnight
unsecured lending transactions in the interbank market, undertaken in the European Union and European Free Trade Association (EFTA)
countries, having an index maturity of one TARGET Settlement Day, commencing on the applicable interest reset date, as such rate
appears on Reuters page EONIA (or any other page as may replace Reuters page EONIA) as of 7:00 P.M., Central European Time, on
the applicable interest determination date.
The
following procedures will be followed if the rate cannot be determined as described above:
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•
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If the calculation agent determines that EONIA has been discontinued or ceases to be calculated
or published, the calculation agent will, in its sole discretion, select an alternative reference rate as a substitute interest
rate for such EONIA notes;
provided
that if the calculation agent determines that there is an industry accepted successor
interest rate for EONIA, the calculation agent shall use such successor interest rate as the substitute interest rate for such
EONIA notes. As part of any such substitution, the calculation agent may make adjustments to the terms of such EONIA notes, including,
but not limited to, the definition of the base rate (including the related fallback mechanism), the applicable currency and/or
index maturity for such alternative reference rate, the spread or spread
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multiplier, as well as the business
day convention, the definition of business day, interest determination dates and related provisions and definitions, in each case
consistent with accepted market practice for the use of such alternative reference rate for debt obligations such as the notes.
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•
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If the calculation agent has not selected an alternative reference rate as a substitute interest
rate for EONIA notes as provided above, the following will apply:
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o
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If the rate described in the second paragraph of this subsection
does not appear on Reuters page EONIA (or any other page as may replace Reuters page EONIA), or is not so published by 7:00 P.M.,
Central European Time, on the applicable interest determination date, EONIA for such interest determination date will be the rate
calculated by the calculation agent as the arithmetic mean of at least two quotations obtained by the calculation agent after requesting
the principal Euro-zone offices of four major banks in the Euro-zone interbank market, which may include us, as selected by the
calculation agent, to provide the calculation agent with its offered quotation for interbank term deposits in euro for a period
of one TARGET Settlement Day, commencing on the applicable interest reset date, to prime banks in the Euro-zone interbank market
at approximately 7:00 P.M., Central European Time, on the applicable interest determination date and in a principal amount not
less than the equivalent of U.S. $1,000,000 in euro that is representative for a single transaction in euro in such market at such
time.
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o
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If fewer than two quotations are so provided, the rate on
the applicable interest determination date will be calculated by the calculation agent and will be the arithmetic mean of the rates
quoted at approximately 7:00 P.M., Central European Time, on such interest determination date by four major banks in the Euro-zone
interbank market, as selected by the calculation agent, for loans in euro to leading European banks for a period of one TARGET
Settlement Day, commencing on the applicable interest reset date and in principal amount not less than the equivalent of U.S. $1,000,000
in euro that is representative for a single transaction in euro in such market at such time.
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If
the banks so selected by the calculation agent are not providing quotations as set forth above, then the calculation agent, after
consulting such sources as it deems comparable to any of the foregoing quotations or display page, or any such source as it deems
reasonable from which to estimate EONIA, will determine EONIA for that interest determination date in its sole discretion.
EURIBOR Notes
EURIBOR notes will
bear interest at an interest rate based on the Euro Interbank Offered Rate, which is commonly referred to as “EURIBOR,”
and any spread and/or spread multiplier and will be subject to the minimum interest rate and the maximum interest rate, if any.
EURIBOR will be the
rate for interbank term deposits in euro, as sponsored, calculated and published jointly by the European Banking Federation and
ACI—The Financial Market Association, or any company established by the joint sponsors for purposes of compiling and publishing
such rate, having the index maturity specified in the applicable pricing supplement, commencing on the applicable interest reset
date, as such rate appears on Reuters page EURIBOR01 (or any other page as may replace Reuters page EURIBOR01) as of 11:00 A.M.,
Central European Time, on the applicable interest determination date.
The following procedures
will be followed if the rate cannot be determined as described above:
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•
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If the
calculation agent
determines that EURIBOR with the index maturity specified in the relevant pricing supplement has been discontinued or ceases to
be calculated or published, the calculation agent will, in its sole discretion, select an alternative reference rate as a substitute
interest rate for such EURIBOR notes;
provided
that if the calculation agent determines that there is an industry accepted
successor interest rate for the discontinued EURIBOR, the calculation agent shall use such successor interest rate as the substitute
interest rate for such EURIBOR notes. As part of any such substitution, the calculation agent may make adjustments to the terms
of such EURIBOR notes, including, but not limited to, the definition of the base rate (including the related fallback mechanism),
the applicable currency and/or index maturity for such alternative reference rate, the spread or spread multiplier, as well as
the business day convention
, the definition of business day
, interest determination
dates and related provisions and definitions, in each case consistent with accepted market practice for the use of such alternative
reference rate for debt obligations such as the notes.
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|
•
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If the
calculation agent
has not selected an alternative reference rate as a substitute interest rate for EURIBOR notes as provided above, the following
will apply:
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|
o
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If the rate described in the second paragraph of this subsection
does not appear on Reuters page EURIBOR01 (or any other page as may replace Reuters page EURIBOR01), or is not so published by
11:00 A.M., Central European Time, on the applicable interest determination date, EURIBOR for such interest determination date
will be the rate calculated by the calculation agent as the arithmetic mean of at least two quotations obtained by the calculation
agent after requesting the principal Euro-zone (as defined below) offices of four major banks in the Euro-zone interbank market,
which may include us, as selected by the calculation agent, to provide the calculation agent with its offered quotation for interbank
term deposits in euro for the period of the index maturity designated in the applicable pricing supplement, commencing on the applicable
interest reset date, to prime banks in the Euro-zone interbank market at approximately 11:00 A.M., Central European Time, on the
applicable interest determination date and in a principal amount not less than the equivalent of U.S.$1,000,000 in euro that is
representative for a single transaction in euro in such market at such time.
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o
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If fewer than two quotations are so provided, the rate on the applicable
interest determination date will be calculated by the calculation agent and will be the arithmetic mean of the rates quoted at
approximately 11:00 A.M., Central European Time, on such interest determination date by four major banks in the Euro-zone interbank
market, as selected by the calculation agent, for loans in euro to leading European banks, having the index maturity designated
in the applicable pricing supplement, commencing on the applicable interest reset date and in principal amount not less than the
equivalent of U.S. $1,000,000 in euro that is representative for a single transaction in euro in such market at such time.
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o
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If the banks so selected by the calculation agent are not providing
quotations as set forth above, then the calculation agent, after consulting such sources as it deems comparable to any of the foregoing
quotations or display page, or any such source as it deems reasonable from which to estimate EURIBOR with the relevant index maturity,
will determine EURIBOR for that interest determination date in its sole discretion.
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Federal Funds Rate Notes
Federal funds rate
notes will bear interest at an interest rate based on the federal funds rate and any spread and/or spread multiplier and will be
subject to the minimum interest rate and the maximum interest rate, if any.
The “federal
funds rate” means, for any interest determination date, the rate on that date for federal funds as published in the H.15
Daily Update under the heading “Federal Funds (Effective)” as that rate is displayed on Reuters page FEDFUNDS1 (or
any other page as may replace page FEDFUNDS1).
The following procedures
will be followed if the federal funds rate cannot be determined as described above:
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•
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If such rate does not appear on Reuters page FEDFUNDS1 (or any other page as may replace page FEDFUNDS1)
or is not so published by 3:00 P.M., New York City time, on the calculation date pertaining to such interest determination
date, the Federal Funds Rate will be the rate on such interest determination date as published in H.15 Daily Update, or such other
recognized electronic source used for the purpose of displaying such rate, under the heading “Federal Funds (Effective).”
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•
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If such rate does not appear on Reuters page FEDFUNDS1 (or any other page as may replace page FEDFUNDS1)
or is not yet published in the H.15 Daily Update or another recognized electronic source by 3:00 P.M., New York City time,
on such calculation date, the Federal Funds Rate will be calculated by the calculation agent and will be the arithmetic mean on
such interest determination date of the rates for the last transaction in overnight United States dollar federal funds quoted by
each of three leading dealers in federal funds transactions in The City of New York (which may include us or our affiliates) selected
by the calculation agent, prior to 9:00 A.M., New York City time, on such interest determination date.
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|
•
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If the dealers selected by the calculation agent are not quoting as set forth above, the federal
funds rate for that interest determination date will remain the federal funds rate for the immediately preceding interest reset
period, or, if there was no interest reset period, the rate of interest payable will be the initial interest rate.
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LIBOR Notes
LIBOR notes will bear
interest at an interest rate based on the London Interbank Offered Rate, which is commonly referred to as “
LIBOR
,”
and any spread and/or spread multiplier and will be subject to the minimum interest rate and the maximum interest rate, if any.
The calculation agent
will determine “
LIBOR
” for each interest determination date as follows:
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•
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LIBOR will be the arithmetic mean of the offered rates appearing on Reuters page LIBOR01 (or any
other page as may replace Reuters page LIBOR01), as of 11:00 A.M., London time, on the relevant interest determination date, for
deposits of the Designated LIBOR Currency having the relevant index maturity commencing on the relevant interest reset date, if
at least two offered rates appear on Reuters page LIBOR01;
provided that
if Reuters page LIBOR01 by its terms provides only
for a single rate, that single rate will be used. Your pricing supplement will indicate the Designated LIBOR Currency, the index
maturity and the reference page that apply to your LIBOR note. If no reference page is mentioned in your pricing supplement, Reuters
page LIBOR01 will apply to your LIBOR note.
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The following procedures
will be followed if the rate cannot be determined as described above:
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·
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If the calculation
agent determines that LIBOR with the Designated LIBOR Currency and index maturity specified in the relevant pricing supplement
has been discontinued or ceases to be calculated or published, the calculation agent will, in its sole discretion, select an alternative
reference rate as a substitute interest rate for such LIBOR notes;
provided
that if the calculation agent determines that
there is an industry accepted successor interest rate for the discontinued LIBOR, the calculation agent shall use such successor
interest rate as the substitute interest rate for such LIBOR notes. As part of any such substitution, the calculation agent may
make adjustments to the terms of such LIBOR notes, including, but not limited to, the definition of the base rate (including the
related fallback mechanism), the applicable currency and/or index maturity for such alternative reference rate, the spread or spread
multiplier, as well as the business day convention
, the definition
of business day
, interest determination dates and related provisions and definitions, in
each case consistent with accepted market practice for the use of such alternative reference rate for debt obligations such as
the notes.
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·
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If the calculation
agent has not selected an alternative reference rate as a substitute interest rate for LIBOR notes as provided above, the following
will apply:
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|
o
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If (a) fewer than two offered rates appear and Reuters page LIBOR01 does not by its terms provide
only for a single rate or (b) no rate appears and Reuters page LIBOR01 by its terms provides only for a single rate, then the calculation
agent will request the principal London offices of each of four major reference banks (which may include us or our affiliates)
in the London interbank market, as selected by the calculation agent, to provide the calculation agent with its offered quotation
for deposits in the Designated LIBOR Currency for the period of the index maturity specified in the applicable pricing supplement,
commencing on the applicable interest reset date, to prime banks in the London interbank market at approximately 11:00 A.M., London
time, on such interest determination date and in a principal amount that is representative for a single transaction in the Designated
LIBOR Currency in such market at such time. If at least two such quotations are so provided, then LIBOR on such interest determination
date will be the arithmetic mean of such quotations.
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o
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If fewer than two such quotations are so provided by the major reference banks, then LIBOR on such
interest determination date will be the arithmetic mean of the rates quoted at approximately 11:00 A.M., in the applicable principal
financial center, on such interest determination date by three major banks (which may include us or our affiliates) in such principal
financial center selected by the calculation agent for loans in the Designated LIBOR Currency to leading European banks, having
the index maturity specified in the applicable pricing supplement and in a principal amount that is representative for a single
transaction in the Designated LIBOR Currency in such market at such time.
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|
o
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If the banks so selected by the calculation agent are not providing quotations as set forth above,
then the calculation agent, after consulting such sources as it deems comparable to any of the foregoing quotations or display
page, or any such source as it deems reasonable from which to
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estimate LIBOR with the relevant
Designated LIBOR Currency and index maturity, will determine LIBOR for that interest determination date
in
its sole discretion
.
Prime Rate Notes
Prime rate notes will
bear interest at an interest rate based on the prime rate and any spread and/or spread multiplier, and will be subject to the minimum
interest rate and the maximum interest rate, if any.
The “prime rate”
means, for any interest determination date, the rate on that date as published in the H.15 Daily Update under the heading “Bank
Prime Loan.”
The following procedures
will be followed if the prime rate cannot be determined as described above:
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•
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If the above rate is not published in the H.15 Daily Update or another recognized electronic source
by 3:00 P.M., New York City time, on such calculation date, the prime rate shall be calculated by the calculation agent and will
be the arithmetic mean of the rates of interest publicly announced by each bank that appears on the Reuters Screen US PRIME 1 Page
(as hereinafter defined) as such bank’s prime rate or base lending rate as of 11.00 A.M., New York City time, on such interest
determination date.
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•
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If fewer than four such rates so appear on the Reuters Screen US PRIME 1 Page by 3:00 P.M., New
York City time, for such interest determination date, then the prime rate shall be the arithmetic mean of the prime rates or base
lending rates quoted on the basis of the actual number of days in the year divided by a 360-day year as of the close of business
on such interest determination date by four major money center banks (which may include us or our affiliates) in The City of New
York selected by the calculation agent.
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•
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If fewer than four such quotations are so provided, then the prime rate shall be the arithmetic
mean of three prime rates quoted on the basis of the actual number of days in the year divided by a 360-day year as of the close
of business on such interest determination date as furnished in The City of New York by the major money center banks, if any, that
have provided such quotations and by substitute banks or trust companies (which may include us or our affiliates), provided such
substitute banks or trust companies are organized and doing business under the laws of the United States, or any State thereof,
each having total equity capital of at least $500 million and being subject to supervision or examination by a Federal or state
authority, selected by the calculation agent to provide such rate or rates.
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•
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If the banks or trust companies selected by the calculation agent are not quoting as set forth
above, the prime rate for such interest determination date will remain the prime rate for the immediately preceding interest reset
period, or, if there was no interest reset period, the rate of interest payable will be the initial interest rate.
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“
Reuters Screen
US PRIME 1 Page
” means the display designated as page “US PRIME 1” on the Reuters Monitor Money Rates Service,
or any successor service, or any other page as may replace the US PRIME 1 Page on that service for the purpose of displaying prime
rates or base lending rates of major United States banks.
Treasury Rate Notes
Treasury rate notes
will bear interest at an interest rate based on the Treasury rate and any spread and/or spread multiplier and will be subject to
the minimum interest rate and the maximum interest rate, if any.
The “Treasury
rate” will be determined as of each interest determination date relating to a Treasury rate note and will be the rate from
the auction held on such interest determination date, which we refer to as the auction, of direct obligations of the United States,
which are commonly referred to as “
Treasury Bills
,” having the index maturity specified in the applicable pricing
supplement as such rate appears on Reuters, or any successor service, on page USAUCTION 10 (or any other page as may replace page
USAUCTION 10 on that service), which we refer to as “Reuters Page USAUCTION 10,” or on page USAUCTION 11 (or any other
page as may replace page USAUCTION 11 on that service), which we refer to as “Reuters Page USAUCTION 11.”
The following procedures
will be followed if the Treasury rate cannot be determined as described above.
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•
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If the above rate is not so published by 3:00 P.M., New York City time, on the related calculation
date, the Treasury rate shall be calculated by the calculation agent and will be the bond equivalent yield (as
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defined below) of the auction
rate for such Treasury Bills as published in H.15 Daily Update, or such other recognized electronic source used for the purposes
of displaying such rate, under the caption “U.S. Government Securities/Treasury Bills/Auction High.”
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•
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If such rate is not so published by 3:00 P.M., New York City time, on the related calculation date,
the Treasury rate will be calculated by the calculation agent and shall be the bond equivalent yield of the auction rate of such
Treasury Bills as announced by the United States Department of the Treasury.
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•
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In the event that the auction rate of Treasury Bills having the index maturity specified in the
applicable pricing supplement is not so announced by the United States Department of the Treasury, or if no such auction is held,
then the Treasury rate will be calculated by the calculation agent and will be the bond equivalent yield of the arithmetic mean
of the secondary market bid rates, as of approximately 3:30 P.M., New York City time, on such interest determination date, of three
primary United States government securities dealers (which may include us or our affiliates) selected by the calculation agent,
for the issue of Treasury Bills with a remaining maturity closest to the index maturity specified in the applicable pricing supplement.
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•
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If the dealers selected by the calculation agent are not quoting as set forth above, the Treasury
rate for such interest determination date will remain the Treasury rate for the immediately preceding interest reset period, or,
if there was no interest reset period, the rate of interest payable will be the initial interest rate.
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The “
bond
equivalent yield
” means a yield (expressed as a percentage) calculated in accordance with the following formula:
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bond equivalent yield
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=
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D x N
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x 100
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360 - (D x M)
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In this formula, “
D
”
refers to the applicable per annum rate for Treasury Bills quoted on a bank discount basis, “
N
” refers to 365
or 366, as the case may be, and “
M
” refers to the actual number of days in the interest period for which interest
is being calculated.
Interest and Principal Payments
Paying Agent
We have appointed Deutsche
Bank Trust Company Americas, 60 Wall Street, New York, NY 10005 as our current paying agent for the notes. We may appoint
one or more financial institutions to act as our paying agents at whose designated offices notes in certificated (
i.e.
,
definitive) form may be surrendered for payment at their maturity. We may add, replace or terminate paying agents from time to
time. We may also choose to act as our own paying agent. We will notify you of changes in the paying agents.
Payments of Interest
The paying agent will
pay interest, if any, to the person in whose name the note is registered at the close of business on the applicable record date.
However, upon maturity, redemption or repayment, the paying agent will pay any interest due to the person to whom it pays the principal
of the note. The paying agent will make the payment of interest on the date of maturity, redemption or repayment, whether or not
that date is an interest payment date. The paying agent will make the initial interest payment on a note on the first interest
payment date falling after the date of issuance. However, if the period of time between the issue date and the first interest payment
date thereafter is less than the period of time between a record date and an interest payment date, interest will not be paid on
the first interest payment date, but will be paid on the second interest payment date.
Book-entry and other
indirect owners should consult their banks or brokers for information on how they will receive payments on their notes.
Payment Procedures for Notes Denominated
in U.S. Dollars
Payments on Global
Notes.
The paying agent will make payments of principal, premium, if any, and interest, if any, to the account of the Depositary,
as holder of the global notes, by wire transfer of immediately
available funds or transfer of other property.
We expect that the Depositary, upon receipt of any payment, will immediately credit its participants’ accounts in amounts
proportionate to their respective beneficial interests in the global notes as shown on the records of the Depositary. We also expect
that payments by the Depositary’s participants to owners of beneficial interests in the global notes will be governed by
standing customer instructions and customary practices and will be the responsibility of those participants.
Payments on Certificated
Notes.
The paying agent will make U.S. dollar payments on the notes as follows:
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•
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the principal, premium (if any) or interest (if any) due at maturity or, if applicable, earlier
redemption or repayment, shall be paid in immediately available funds or transfer of other property only upon presentation of such
certificated note at the corporate trust office of the paying agent;
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•
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the interest (if any) due on each interest payment date (other than interest payable at maturity,
early redemption or repayment) shall be paid by check mailed to the record holder of such certificated note on the record date;
or
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•
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for holders of the equivalent of at least U.S. $10,000,000 in aggregate principal amount of certificated
notes (having identical tenor and terms), the interest shall be paid on each interest payment date by wire transfer of immediately
available funds, if appropriate wire transfer instructions have been received by the paying agent not less than 16 days prior to
such interest payment date.
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Payment Procedures for Notes Denominated
in a Foreign Currency
Payments on Global
Notes.
While we anticipate making payments of principal, premium, if any, and interest, if any, on most debt securities
in U.S. dollars, some debt securities may be payable in foreign currencies as specified in the applicable pricing supplement. Currently,
few facilities exist in the United States to convert U.S. dollars into foreign currencies and vice versa. In addition, most U.S.
banks do not offer non-U.S. dollar denominated checking or savings account facilities. Accordingly, unless alternative arrangements
are made, we will pay principal, premium, if any, and interest, if any, on debt securities that are payable in a foreign currency
to an account at a bank outside the United States, which, in the case of a debt security payable in euro, will be made by credit
or transfer to a euro account specified by the payee in a country for which the euro is the lawful currency.
Payments on Certificated
Notes.
Payments made by us on foreign currency notes will be made in U.S. dollars, unless otherwise specified in the applicable
pricing supplement or unless the holder elects to receive payments in the specified currency (if this right is set forth in the
applicable pricing supplement). If so specified, a holder may elect to receive payment in the specified currency for certain specified
payments or all payments (in which case a holder would no longer need to file a separate election for each payment). To make such
an election, the paying agent must receive a written request from the holder:
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•
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for payments of interest, on a date prior to the record date for the relevant interest payment
date; or
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•
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for payments of principal, at least 10 calendar days prior to the maturity date (or any redemption
date or repayment date);
provided
, that any such election is irrevocable as to the next succeeding payment to which it relates.
If such election is made as to full payment on a note, the election may thereafter be revoked so long as the paying agent is notified
of the revocation within the time period set forth above.
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Banks in the United
States offer non-U.S. dollar-denominated checking or savings account facilities in the United States only on a limited basis. Accordingly,
unless otherwise indicated in the applicable pricing supplement, payments of principal of, premium (if any) and interest (if any)
on foreign currency notes to be made in a specified currency other than U.S. dollars will be made to an account at a bank outside
the United States that is acceptable to both us and the paying agent, unless we agree to alternative arrangements.
Indirect holders
(including those who hold notes in street name) should consult their banks or broker-dealers for information on how to request
payment in the specified currency and to ascertain the deadline for giving instructions to them in order to ensure that timely
notice will be delivered to the paying agent.
If the holder does
not elect to be paid in the specified currency, we will make payments in U.S. dollars as follows:
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•
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the principal, premium (if any) or interest (if any) due at maturity or, if applicable, earlier
redemption or repayment, shall be paid in immediately available funds only upon presentation of such certificated note at the corporate
trust office of the paying agent;
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•
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the interest (if any) due on each interest payment date (other than interest payable at maturity,
early redemption or repayment) shall be paid by check mailed to the record holder of such certificated note on the record date;
or
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•
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for holders of the equivalent of at least U.S. $10,000,000 in one or more foreign currencies or
currency units in aggregate principal amount of certificated notes (having identical tenor and terms), the interest shall be paid
on each interest payment date by wire transfer of immediately available funds, if appropriate wire transfer instructions have been
received by the paying agent not less than 16 days prior to such interest payment date.
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Determination
of Exchange Rate for Payments in U.S. Dollars for Notes Denominated in a Foreign Currency.
Deutsche Bank AG, London Branch,
will act as exchange rate agent and convert the specified currency into U.S. dollars for holders who will be receiving payments
in U.S. dollars rather than the specified currency. Unless otherwise provided in the applicable pricing supplement, the conversion
will be based on the highest bid quotation in The City of New York received by the exchange rate agent at approximately 11:00 A.M.,
New York City time, on the second business day preceding the applicable payment date from three recognized foreign exchange dealers
for the purchase by the quoting dealer:
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•
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of the specified currency for U.S. dollars for settlement on the payment date;
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•
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in the aggregate amount of the specified currency payable to those holders or beneficial owners
of notes; and
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•
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at which the applicable dealer commits to execute a contract.
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One of the dealers
providing quotations may be the exchange rate agent, even if such agent is an affiliate of ours. If those bid quotations are not
available, payments will be made in the specified currency. The holders or beneficial owners of notes will pay all currency exchange
costs by deductions from the amounts payable on the notes.
Adoption of Euro.
If a country that is or becomes a member state of the European Union decides to participate in Stage III of the European Economic
and Monetary Union (EMU) and adopts or has adopted the euro, then all payment amounts in respect of notes denominated or payable
in the currency of such country will be calculated in euro in conformity with legally applicable measures taken pursuant to, or
by virtue of, applicable law, and such payment will not constitute an event of default under the Indenture or the notes. However,
a holder will receive actual payment on such notes in U.S. dollars instead of euro, as described in “—Payment on Global
Notes” and “—Payment on Certificated Notes” above, unless the appropriate election is made to receive the
payment in the specified currency.
Unavailability
of Foreign Currency.
The relevant specified currency may not be available to us for making payments of principal of, premium
on (if any) or interest (if any) on any note. This could occur (a) due to the imposition of exchange controls or other circumstances
beyond our control; (b) if a currency unit is no longer used for the purposes for which it was established; or (c) if
the specified currency is no longer used by the government of the country issuing that currency or by public institutions within
the international banking community for the settlement of transactions, in each such case as determined in good faith by us.
Except with respect
to notes denominated or payable in currencies of existing members of, or candidate countries to the European Union, that subsequently
adopt the euro (as described in “—Adoption of Euro” above), if the specified currency is unavailable, we may
satisfy our obligations to holders of the notes by making those payments on the date of payment in U.S. dollars or such foreign
currency or currency unit as may be specified in the applicable pricing supplement. This “substitute currency” will
become the currency of payment on each payment date occurring after the last date on which the specified currency was available,
which we refer to as the “conversion date” (but such specified currency will, at our election, resume being the currency
of payment on the first such payment date preceded by 15 business days during which the circumstances which gave rise to the change
of currency no longer prevail, in each case, as determined in good faith by us).
The substitute currency
amount to be paid by us to the paying agent and by the paying agent to the holder of a note with respect to such payment date will
be the currency equivalent or currency unit equivalent (each as defined below) of the specified currency as determined by the exchange
rate agent (which determination will be delivered in writing to the paying agent not later than the fifth business day prior to
the applicable payment date) as of the conversion date or, if later, the date most recently preceding the payment date in question
on which such determination is possible of performance, but not more than 15 business days before such payment date. Such conversion
date or date preceding a payment date is referred to as the “
substitute currency valuation date
.” Any payment
in a substitute currency under the circumstances described above will not constitute an event of default under the notes.
The “
currency
equivalent
” will be determined by the exchange rate agent as of each substitute currency valuation date and will be obtained
by converting the specified currency (unless the specified currency is a currency unit) into the substitute currency at the market
exchange rate (as defined below) on the substitute currency valuation date.
The “
currency
unit equivalent
” will be determined by the exchange rate agent as of each substitute currency valuation date and will
be the sum obtained by adding together the results obtained by converting the specified amount of each initial component currency
into the substitute currency at the market exchange rate on the substitute currency valuation date for such component currency.
“
Component
currency
” means any currency which, on the conversion date, was a component currency of the relevant currency unit.
“
Market exchange
rate
” means, as of any date, for any specified currency (including any currency unit), the noon buying rate for such
currency in New York City for cable transfers payable in foreign currencies, as reported by the Federal Reserve Bank of New York.
If the market exchange rate is not available for any reason with respect to one or more currencies or currency units for which
an exchange rate is required, the exchange rate agent will use, in its sole discretion and without liability on its part, such
quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks
in New York City or in the country of issue of the currency or currency unit in question, or such other quotations as the exchange
rate agent shall deem appropriate. If there is more than one market for dealing in any currency or currency unit by reason of foreign
exchange regulations or otherwise, the market to be used in respect of such currency or currency unit will be that upon which a
non-resident issuer of securities designated in such currency or currency unit would, as determined in its sole discretion and
without liability on the part of the exchange rate agent, purchase such currency or currency unit in order to make payments in
respect of such securities.
“
Specified
amount
” of a component currency means the number of units (including decimals) which such component currency represented
in the relevant currency unit, on the conversion date or the substitute currency valuation date or the last date the currency unit
was so used, whichever is later. If after such date the official unit of any component currency is altered by way of combination
or subdivision, the specified amount of such component currency will be divided or multiplied in the same proportion. If after
such date two or more component currencies are consolidated into a single currency, the respective specified amounts of such component
currencies will be replaced by an amount in such single currency equal to the sum of the respective specified amounts of such consolidated
component currencies expressed in such single currency, and such amount will thereafter be a specified amount and such single currency
will thereafter be a component currency. If after such date any component currency will be divided into two or more currencies,
the specified amount of such component currency will be replaced by specified amounts of such two or more currencies, the sum of
which, at the market exchange rate of such two or more currencies on the date of such replacement, will be equal to the specified
amount of such former component currency and such amounts will thereafter be specified amounts and such currencies will thereafter
be component currencies.
All determinations
referred to above made by us will be at our sole discretion and will, in the absence of manifest error, be conclusive for all purposes
and binding on holders.
Exchange Rate
Agent.
If we issue a note in a specified currency other than U.S. dollars, we will appoint a financial institution to act
as the exchange rate agent. Unless otherwise specified in the applicable pricing supplement, the exchange rate agent will be Deutsche
Bank AG, London Branch. We may change the exchange rate agent from time to time after the original issue date of the note without
your consent and without notifying you of the change.
All determinations
made by the exchange rate agent will be at its sole discretion unless we state in a pricing supplement that any determination is
subject to our approval. In the absence of manifest error, those
determinations will be conclusive for all
purposes and binding on you and us, without any liability on the party of the exchange rate agent.
Redemptions and Repurchases of Notes
Optional Redemption.
Unless otherwise indicated in the applicable pricing supplement, the notes will not be redeemable prior to maturity. If redemption
is provided for in the applicable pricing supplement, we will have the option to redeem a note on and after the date, if any, fixed
at the time of sale, which we refer to as the initial redemption date. Unless otherwise specified in the applicable pricing supplement,
on and after a note’s initial redemption date, we will have the option to redeem such note in whole or in part in increments
of $1,000 principal amount (or, if such note is denominated in a foreign currency, in such other amount in one or more foreign
currencies or currency units as shall be set forth in the applicable pricing supplement) at a redemption price determined in accordance
with the following, together with accrued and unpaid interest, if any, payable on the date of redemption.
Unless otherwise specified
in the applicable pricing supplement, the redemption price for each note or part thereof subject to redemption shall be:
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(i)
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in the case of an interest-bearing note, the principal amount of such note or part thereof redeemed,
or
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(ii)
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in the case of a non-interest-bearing note, an amount equal to the issue price thereof plus accrued
original issue discount to the redemption date,
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multiplied in each case by an initial redemption
percentage, which shall be the percentage set forth in the applicable pricing supplement, of, in the case of a non-interest-bearing
note, the face amount (and in the case of an interest-bearing note, the principal amount) of such note and, if applicable, shall
decline on each anniversary of the initial redemption date by the annual redemption percentage reduction set forth in the applicable
pricing supplement;
provided, however
, that in no event shall the redemption price be less than 100% of such principal amount
or face amount, as the case may be, unless otherwise specified in the applicable pricing supplement. The initial redemption percentage
and any annual redemption percentage reduction with respect to each note subject to redemption prior to maturity will be fixed
at the time of sale and set forth in the applicable pricing supplement. We will mail a notice of redemption to each holder by first-class
mail, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for redemption, or within the redemption
notice period designated in the applicable pricing supplement, to the address of each holder as that address appears upon the books
maintained by the paying agent.
Repayment at
Option of Holder.
If applicable, the pricing supplement relating to each note will indicate that the holder has the option
to have us repay the note on one or more optional repayment dates specified prior to its maturity date. Unless otherwise specified
in the applicable pricing supplement, the repayment price will be equal to 100% of the principal amount of the note, together with
accrued interest to the date of repayment. For notes issued with original issue discount, the repayment price is described under
“Description of Notes—Types of Notes—Original Issue Discount Notes.”
Unless otherwise specified
in the applicable pricing supplement, for us to repay a note, the paying agent must receive the following at least 30 days but
not more than 60 days prior to the repayment date:
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•
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the note with the form entitled “Option to Elect Repayment” (as included in the applicable
pricing supplement); or
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•
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a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange
or FINRA, or from a commercial bank or trust company in the United States, setting forth the name of the holder of the note, the
principal amount of the note, the principal amount of the note to be repaid, the certificate number or a description of the tenor
and terms of the note, a statement that the option to elect repayment is being exercised and a guarantee that the note to be repaid,
together with the duly completed form entitled “Option to Elect Repayment,” with any unmatured coupons will be received
by the paying agent not later than the fifth business day after the date of that telegram, telex, facsimile transmission or letter.
However, the telegram, telex, facsimile transmission or letter will only be effective if that note and form duly completed are
received by the paying agent by the fifth business day after the date of that telegram, telex, facsimile transmission or letter.
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Exercise of the repayment
option by the holder of a note will be irrevocable. The holder may exercise the repayment option for less than the entire principal
amount of the note but, in that event, the principal amount of the note remaining outstanding after repayment must be an authorized
denomination.
Special Requirements
for Optional Repayment of Global Notes.
If a note is represented by a global note, the Depositary or the Depositary’s
nominee will be the holder of the note and therefore will be the only entity that can exercise a right to repayment. In order to
ensure that the Depositary’s nominee will timely exercise a right to repayment of a particular note, the beneficial owner
of the note must instruct the broker or other direct or indirect participant through which it holds an interest in the note to
notify the Depositary of its desire to exercise a right to repayment. Different firms have different cut-off times for accepting
instructions from their customers and, accordingly, each beneficial owner should consult the broker or other direct or indirect
participant through which it holds an interest in a note in order to ascertain the cut-off time by which an instruction must be
given in order for timely notice to be delivered to the Depositary.
Street name and
other indirect owners should contact their banks or brokers for information about how to exercise a repayment right in a timely
manner.
Open Market Purchases.
We may purchase notes at any price in the open market or otherwise. Notes so purchased by us may, at our discretion, be held or
resold or surrendered to the trustee for cancellation.
Form, Exchange and Transfer
Certificated (
i.e.
,
definitive) notes may be registered or transferred at the office of Deutsche Bank Trust Company Americas, 60 Wall Street, New York,
New York, 10005, as our current transfer agent for the transfer and exchange of the notes. If a note is issued as a global note,
only the depositary will be entitled to transfer and exchange the note as described in this subsection, because it will be the
only holder of the note. Global notes may be transferred and exchanged only in the manner and to the extent set forth under “Forms
of Securities—Global Securities” in the accompanying prospectus.
Transfer Agent
.
We may appoint entities other than, or in addition to, the trustee to perform the functions of a transfer agent, or we may perform
them ourselves. We may cancel the appointment of any particular transfer agent. We may also approve a change in the office through
which any transfer agent acts. If we have designated additional transfer agents for a particular note, they will be named in the
applicable pricing supplement.
Redemptions and
Repurchases.
We will not be required to:
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register the transfer or exchange of any note if the holder has exercised the holder’s right,
if any, to require us to repurchase the note, in whole or in part, except the portion of the note not required to be repurchased;
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register the transfer or exchange of notes to be redeemed for a period of fifteen calendar days
preceding the mailing of the relevant notice of redemption; or
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register the transfer or exchange of any registered note selected for redemption in whole or in
part, except the unredeemed or unpaid portion of that registered note being redeemed in part.
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Charges.
No service charge will be made for any registration or transfer or exchange of notes, but we may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection with the registration of transfer or exchange of notes.
Replacement of Notes
At the expense of the
holder, we may, in our discretion, replace any notes that become mutilated, destroyed, lost or stolen or are apparently destroyed,
lost or stolen. The mutilated notes must be delivered to the trustee, the paying agent and the registrar or satisfactory evidence
of the destruction, loss or theft of the notes must be delivered to us, the paying agent, the registrar and the trustee. At the
expense of the holder, an indemnity that is satisfactory to us, the principal paying agent, the registrar, in the case of registered
notes, and the trustee may be required before a replacement note will be issued.
THE DEPOSITARY
The Depository Trust
Company, New York, New York will be designated as the depositary for any registered global note. Each registered global note will
be registered in the name of Cede & Co., the Depositary’s nominee.
What Is the Depositary?
The Depositary is a limited-purpose trust company organized under the New York Banking Law, a “banking organization”
within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within
the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions
of Section 17A of the Securities Exchange Act of 1934, as amended. The Depositary holds and provides asset servicing for securities
deposited with it by its direct participants. The Depositary also facilitates the post-trade settlement of transactions among its
direct participants in those securities through electronic computerized book-entry changes in participants’ accounts, eliminating
the need for physical movement of securities certificates. The Depositary’s direct participants include both U.S. and non-U.S.
securities brokers and dealers, including the agents, banks, trust companies, clearing corporations and other organizations, some
of whom and/or their representatives own the Depositary. Access to the Depositary’s book-entry system is also available to
others, including both U.S. and non-U.S. brokers and dealers, banks, trust companies and clearing corporations that clear through
or maintain a custodial relationship with a participant, either directly or indirectly. The rules applicable to the Depositary
and its participants are on file with the SEC.
Beneficial Ownership
Interests and the Depositary’s Book-Entry System.
Purchases of the notes under the Depositary’s system must
be made by or through its direct participants, which will receive a credit for the notes on the Depositary’s records. The
ownership interest of each actual purchaser of each note (the “
beneficial owner
”) is in turn to be recorded
on the records of direct and indirect participants. Beneficial owners will not receive written confirmation from the Depositary
of their purchase, but beneficial owners are expected to receive written confirmations providing details of the transaction, as
well as periodic statements of their holdings, from the direct or indirect participants through which the beneficial owner entered
into the transaction. Transfers of ownership interests in the notes are to be made by entries on the books of direct and indirect
participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing their ownership
interests in notes, except in the event that use of the book-entry system for the notes is discontinued.
To facilitate subsequent
transfers, all notes deposited with the Depositary are registered in the name of Cede & Co., or such other name as may
be requested by the Depositary. The deposit of notes with the Depositary and their registration in the name of Cede &
Co. or such other nominee of the Depositary do not effect any change in beneficial ownership. The Depositary has no knowledge of
the actual beneficial owners of the notes; the Depositary’s records reflect only the identity of the direct participants
to whose accounts the notes are credited, which may or may not be the beneficial owners. The participants will remain responsible
for keeping account of their holdings on behalf of their customers.
Notices and Communications.
Conveyance of notices and other communications by the Depositary to direct participants, by direct participants to indirect participants
and by direct participants and indirect participants to beneficial owners will be governed by arrangements among them, subject
to any statutory or regulatory requirements as may be in effect from time to time.
Voting.
Neither
the Depositary nor Cede & Co. (nor such other nominee of the Depositary) will consent or vote with respect to the notes
unless authorized by a direct participant in accordance with the Depositary’s procedures. Under its usual procedures, the
Depositary mails an omnibus proxy to us as soon as possible after the applicable record date. The omnibus proxy assigns Cede &
Co.’s consenting or voting rights to those direct participants identified in a listing attached to the omnibus proxy to whose
accounts the notes are credited on the record date.
Payments.
Redemption
proceeds, distributions and other payments on the notes will be made to Cede & Co. or such other nominee as may be requested
by the Depositary. The Depositary’s practice is to credit direct participants’ accounts upon the Depositary’s
receipt of funds or other property and corresponding detail information from us or any agent of ours, on the date payable in accordance
with their respective holdings shown on the Depositary’s records. Payments by participants to beneficial owners will be governed
by standing instructions and customary practices and will be the responsibility of such participant and not of the Depositary or
its nominee, the trustee, any agent of ours, or us, subject to any statutory or regulatory requirements that may be in effect from
time to time. Payments of redemption proceeds, distributions and other payments to Cede & Co. or such other nominee as
may be requested by the Depositary are our responsibility or the responsibility of any paying agent of ours, disbursement of such
payments to direct participants will be the responsibility of the
Depositary and disbursement of such payments
to the beneficial owners will be the responsibility of direct and indirect participants.
Discontinuance
of the Depositary.
The Depositary may discontinue providing its services as depositary with respect to the notes at any
time by giving reasonable notice to us or our agent. Under such circumstances, in the event that a successor depositary is not
obtained by us within 90 days, security certificates are required to be printed and delivered. See “Forms of Securities—Global
Securities” in the accompanying prospectus.
We may decide to discontinue
use of the system of book-entry transfers through the Depositary or any successor depositary. In that event, security certificates
will be printed and delivered. See “Forms of Securities—Global Securities” in the accompanying prospectus.
According to the
Depositary, the foregoing information relating to the Depositary has been provided to the financial community for informational
purposes only and is not intended to serve as a representation, warranty or contract modification of any kind. The information
in this section concerning the Depositary and its book-entry system has been obtained from sources we believe to be reliable, but
we have not independently verified the accuracy thereof. The Depositary may change or discontinue the foregoing procedures at any
time. See “Form of Securities” in the accompanying prospectus for additional information about the form of notes.
SERIES A NOTES OFFERED ON A GLOBAL BASIS
If we offer any of
the notes under our Series A program on a global basis, we will so specify in the applicable pricing supplement. The additional
information contained in this section under “—Book Entry, Delivery and Form” and “—Global Clearance
and Settlement Procedures” will apply to every offering on a global basis. The additional provisions described under “—Tax
Redemption” and “—Payment of Additional Amounts” will apply to notes offered on a global basis only if
we so specify in the applicable pricing supplement. We have obtained the information in this section concerning Clearstream, Luxembourg
and the Euroclear operator, and the book-entry system and procedures from sources that we believe to be reliable, but we have not
independently verified the accuracy of this information.
Book-Entry, Delivery and Form
The notes will be issued
in the form of one or more fully registered global notes which will be deposited with, or on behalf of, the Depositary and registered
in the name of Cede & Co., the Depositary’s nominee. Beneficial interests in the registered global notes will be
represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect
participants in the Depositary. If specified in the applicable pricing supplement, investors may elect to hold interests in the
registered global notes held by the Depositary through Clearstream, Luxembourg or the Euroclear operator if they are participants
in those systems, or indirectly through organizations which are participants in those systems. Clearstream, Luxembourg and the
Euroclear operator will hold interests on behalf of their participants through customers’ securities accounts in Clearstream,
Luxembourg’s and the Euroclear operator’s names on the books of their respective U.S. depositaries, which in turn will
hold such interests in the registered global notes in customers’ securities accounts in the U.S. depositaries’ names
on the books of the Depositary. Citibank N.A. will act as depositary for Clearstream, Luxembourg and JPMorgan Chase Bank, N.A.
will act as depositary for the Euroclear operator. We refer to each of Citibank, N.A. and JPMorgan Chase Bank, N.A., acting in
this depositary capacity, as the “
U.S. depositary
” for the relevant clearing system. Except as set forth below,
the registered global notes may be transferred, in whole but not in part, only to the Depositary, another nominee of the Depositary
or to a successor of the Depositary or its nominee.
Clearstream, Luxembourg
has advised us that it is incorporated under the laws of Luxembourg as a société anonyme and is subject to regulation
by the Luxembourg Commission for the Supervision of the Financial Sector (Commission de Surveillance du Secteur Financier). Clearstream,
Luxembourg is owned by Deutsche Börse AG, a publicly traded company. Clearstream, Luxembourg holds securities for its participating
customers, “
Clearstream, Luxembourg customers
,” and facilitates the clearance and settlement of securities transactions
between Clearstream, Luxembourg customers through electronic book-entry transfers between their accounts, thereby eliminating the
need for physical movement of securities. Clearstream, Luxembourg provides other services to Clearstream, Luxembourg customers,
including safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and
borrowing. Clearstream, Luxembourg interfaces with domestic securities markets in many countries through established depository
and custodial relationships. Clearstream, Luxembourg customers include worldwide securities brokers and dealers, banks, trust companies
and clearing corporations and may include professional financial intermediaries. Clearstream, Luxembourg’s U.S. participating
customers are limited to securities brokers, dealers and banks. Indirect access to Clearstream, Luxembourg is also available to
other institutions such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship
with a Clearstream, Luxembourg customer. Clearstream, Luxembourg is an indirect participant in the Depositary. Clearstream, Luxembourg
has established an electronic bridge with the Euroclear operator to facilitate settlement of trades between Clearstream, Luxembourg
and the Euroclear operator.
Distributions with
respect to the notes held through Clearstream, Luxembourg will be credited to cash accounts of Clearstream, Luxembourg customers
in accordance with its rules and procedures, to the extent received by the U.S. depositary for Clearstream, Luxembourg.
The Euroclear operator
has advised us that the Euroclear System was created in 1968 to hold securities for its participants, “Euroclear participants,”
and to clear and settle transactions between Euroclear participants through simultaneous electronic book-entry delivery against
payment, thereby eliminating the need for physical movement of securities. The Euroclear System is operated by Euroclear Bank SA/NV
(the “
Euroclear operator
”), under contract with Euroclear plc, a U.K. corporation. The Euroclear operator conducts
all operations, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear operator,
not Euroclear plc. Euroclear plc establishes policies for the Euroclear operator on behalf of Euroclear participants. The Euroclear
operator is a bank incorporated under the laws of the Kingdom of Belgium. The
Euroclear operator is regulated and examined
by the Belgian Banking and Finance Commission and the National Bank of Belgium.
The Euroclear operator
holds securities and book-entry interests in securities for participating organizations and facilitates the clearance and settlement
of securities transactions between Euroclear participants and between Euroclear participants and participants of certain other
securities intermediaries through electronic book-entry changes in accounts of such participants or other securities intermediaries.
Euroclear participants include securities brokers and dealers, banks (including central banks), trust companies and clearing corporations
and other professional financial intermediaries. Indirect access to Euroclear is also available to other institutions such as banks,
brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Euroclear participant. Euroclear
is an indirect participant in the Depositary.
The Euroclear operator
provides Euroclear participants with, among other things, safekeeping, administration, clearance and settlement, securities lending
and borrowing and related services.
Non-participants of
Euroclear may acquire, hold and transfer book-entry interests in notes through accounts with a direct participant of Euroclear
or any other securities intermediary that holds a book-entry interest in the notes through one or more securities intermediaries
standing between such other securities intermediary and the Euroclear operator.
Securities clearance
accounts and cash accounts with the Euroclear operator are governed by the Terms and Conditions Governing Use of Euroclear and
the related Operating Procedures of the Euroclear System, and applicable Belgian law, collectively, the “terms and conditions.”
The terms and conditions govern transfers of securities and cash within the Euroclear System, withdrawals of securities and cash
from the Euroclear System and receipts of payments with respect to securities in the Euroclear System. All securities in the Euroclear
System are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The
Euroclear operator acts under the terms and conditions only on behalf of Euroclear participants and has no record of or relationship
with persons holding through Euroclear participants.
Distributions with
respect to the notes held beneficially through the Euroclear System will be credited to the cash accounts of Euroclear participants
in accordance with the terms and conditions, to the extent received by the U.S. depositary for the Euroclear operator.
Although the Euroclear
operator has agreed to the procedures provided below in order to facilitate transfers of securities among Euroclear participants
and between Euroclear participants and participants of other intermediaries, it is under no obligation to perform or continue to
perform in accordance with such procedures, and such procedures may be modified or discontinued at any time.
Investors electing
to acquire securities through an account with the Euroclear operator or some other securities intermediary must follow the settlement
procedures of such an intermediary with respect to the settlement of new issues of securities. Investors electing to acquire, hold
or transfer securities through an account with the Euroclear operator or some other securities intermediary must follow the settlement
procedures of such an intermediary with respect to the settlement of secondary market transactions of such securities.
Investors who are Euroclear
participants may acquire, hold or transfer interests in securities by book-entry to accounts with the Euroclear operator. Investors
who are not Euroclear participants may acquire, hold or transfer interests in securities by book-entry to accounts with a securities
intermediary who holds a book-entry interest in these securities through accounts with Euroclear.
The Euroclear operator
further advises that investors that acquire, hold and transfer interests in securities by book-entry through accounts with the
Euroclear operator or any other securities intermediary are subject to the laws and contractual provisions governing their relationship
with their intermediary, as well as the laws and contractual provisions governing the relationship between their intermediary and
each other intermediary, if any, standing between themselves and the securities.
The Euroclear operator
further advises that, under Belgian law, investors that are credited with securities on the records of the Euroclear operator have
a co-property right in the fungible pool of interests in securities on deposit with the Euroclear operator in an amount equal to
the amount of interests in securities credited to their accounts. In the event of the insolvency of the Euroclear operator, Euroclear
participants would have a right under Belgian law to the return of the amount and type of interests in securities credited to their
accounts with the Euroclear operator. If the Euroclear operator does not have a sufficient amount of interests in securities on
deposit of a particular type to cover the claims of all participants credited with interests in securities of that type on
the Euroclear operator’s records,
all participants having an amount of interests in securities of that type credited to their accounts with the Euroclear operator
will have the right under Belgian law to the return of their pro rata share of the amount of interests in securities actually on
deposit.
Under Belgian law,
the Euroclear operator is required to pass on the benefits of ownership in any interests in securities on deposit with it (such
as dividends, voting rights and other entitlements) to any person credited with those interests in securities on its records.
Individual certificates
in respect of the notes will not be issued in exchange for the registered global notes, except in very limited circumstances. If
the Depositary notifies us that it is unwilling or unable to continue as a clearing system in connection with the registered global
notes or ceases to be a clearing agency registered under the Exchange Act, and a successor clearing system is not appointed by
us within 90 days after receiving that notice from the Depositary or upon becoming aware that the Depositary is no longer so registered,
we will issue or cause to be issued individual certificates in registered form on registration of transfer of, or in exchange for,
book-entry interests in the notes represented by registered global notes upon delivery of those registered global notes for cancellation.
Title to book-entry
interests in the notes will pass by book-entry registration of the transfer within the records of Clearstream, Luxembourg, the
Euroclear operator or the Depositary, as the case may be, in accordance with their respective procedures. Book-entry interests
in the notes may be transferred within Clearstream, Luxembourg and within the Euroclear System and between Clearstream, Luxembourg
and the Euroclear System in accordance with procedures established for these purposes by Clearstream, Luxembourg and the Euroclear
operator. Book-entry interests in the notes may be transferred within the Depositary in accordance with procedures established
for this purpose by the Depositary. Transfers of book-entry interests in the notes among Clearstream, Luxembourg and the Euroclear
operator and the Depositary may be effected in accordance with procedures established for this purpose by Clearstream, Luxembourg,
the Euroclear operator and the Depositary.
A further description
of the Depositary’s procedures with respect to the registered global notes is set forth in this prospectus supplement under
“The Depositary.” The Depositary has confirmed to us, DBSI, DBTCA and the trustee that it intends to follow those procedures.
Global Clearance and Settlement Procedures
Initial settlement
for the notes offered on a global basis will be made in immediately available funds. Secondary market trading between the Depositary’s
participants will occur in the ordinary way in accordance with the Depositary’s rules and will be settled in immediately
available funds using the Depositary’s Same-Day Funds Settlement System. Secondary market trading between Clearstream, Luxembourg
customers and/or Euroclear participants will occur in the ordinary way in accordance with the applicable rules and operating procedures
of Clearstream, Luxembourg and the Euroclear System and will be settled using the procedures applicable to conventional Eurobonds
in immediately available funds.
Cross-market transfers
between persons holding directly or indirectly through the Depositary on the one hand, and directly or indirectly through Clearstream,
Luxembourg customers or Euroclear participants, on the other, will be effected through the Depositary in accordance with the Depositary’s
rules on behalf of the relevant European international clearing system by its U.S. depositary; however, these cross-market transactions
will require delivery of instructions to the relevant European international clearing system by the counterparty in the clearing
system in accordance with its rules and procedures and within its established deadlines (European time). The relevant European
international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its U.S. depositary
to take action to effect final settlement on its behalf by delivering interests in the notes to or receiving interests in the notes
from the Depositary, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable
to the Depositary. Clearstream, Luxembourg customers and Euroclear participants may not deliver instructions directly to their
respective U.S. depositaries.
Because of time-zone
differences, credits of interests in the notes received in Clearstream, Luxembourg or the Euroclear System as a result of a transaction
with a Depositary participant will be made during subsequent securities settlement processing and dated the business day following
the Depositary settlement date. Credits of interests or any transactions involving interests in the notes received in Clearstream,
Luxembourg or the Euroclear System as a result of a transaction with a Depositary participant and settled during subsequent securities
settlement processing will be reported to the relevant Clearstream, Luxembourg customers or Euroclear participants on the business
day following the Depositary settlement date. Cash received in Clearstream, Luxembourg or the Euroclear System as a result of sales
of interests in the notes by or through a Clearstream,
Luxembourg customer or a Euroclear participant
to a Depositary participant will be received with value on the Depositary settlement date but will be available in the relevant
Clearstream, Luxembourg or Euroclear cash account only as of the business day following settlement in the Depositary.
Although the Depositary,
Clearstream, Luxembourg and the Euroclear operator have agreed to the foregoing procedures in order to facilitate transfers of
interests in the notes among participants of the Depositary, Clearstream, Luxembourg and Euroclear, they are under no obligation
to perform or continue to perform the foregoing procedures and these procedures may be changed or discontinued at any time.
Tax Redemption
If specified in the
applicable pricing supplement, we may redeem, in whole but not in part, any of the notes under our Series A program offered on
a global basis at our option at any time prior to maturity, upon the giving of a notice of tax redemption as described below, if
we determine that, as a result of:
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any change in or amendment to the laws, or any regulations or rulings promulgated under the laws
of a relevant jurisdiction (as defined below), or of any political subdivision or taxing authority thereof or therein affecting
taxation; or
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any change in official position regarding the application or interpretation of the laws, regulations
or rulings referred to above, which change or amendment becomes effective or, in the case of a change in official position, is
announced, on or after the date of the applicable pricing supplement,
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we have or will become obligated to pay
additional amounts, as defined below under “—Payment of Additional Amounts,” with respect to any of those notes
as described below under “—Payment of Additional Amounts.” The redemption price will be equal to 100% of the
principal amount of the notes, except as otherwise specified in the applicable pricing supplement, “Description of Notes—Original
Issue Discount Notes,” or “Description of Notes—Exchangeable Notes—Payments upon Acceleration of Maturity
or upon Tax Redemption,” together with any accrued interest to the date fixed for redemption.
Prior to the giving
of any notice of tax redemption, we will deliver to the trustee:
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a certificate stating that we are entitled to effect the redemption and setting forth a statement
of facts showing that the conditions precedent to our right to so redeem have occurred; and
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an opinion of independent legal counsel satisfactory to the trustee to the effect that we are entitled
to effect the redemption based on the statement of facts set forth in the certificate;
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provided
that no notice of tax redemption
may be given earlier than 60 days prior to the earliest date on which we would be obligated to pay the additional amounts if a
payment in respect of the notes were then due.
Notice of tax redemption
will be given not less than 30 nor more than 60 days prior to the date fixed for redemption, which date and the applicable redemption
price will be specified in the notice. Notice will be given in accordance with “—Notices” below.
The term “
relevant
jurisdiction
” as used herein means Germany, the United States or the jurisdiction of residence or incorporation of any
successor corporation to the Bank and the jurisdiction of any relevant issuing branch.
Payment of Additional Amounts
All interest amounts payable in respect
of the notes will be made without deduction or withholding for or on account of any present or future taxes, duties or governmental
charges of any nature whatsoever imposed or levied by way of deduction or withholding by or on behalf of the tax jurisdiction (“
withholding
taxes
”), unless such deduction or withholding is required by law.
“
tax jurisdiction
” means
the Federal Republic of Germany or the United States, or any political subdivision or any authority thereof or therein having power
to tax.
In the event of such withholding or deduction
on payments of interest (but not in respect of the payment of any principal in respect of the notes) and if (but only if) specified
in the applicable pricing supplement, we will, to the fullest extent permitted by law, pay such additional amounts (“
additional
amounts
”) as will be necessary in order that the net amounts received by the holders, after such withholding or deduction
for or on account of any withholding taxes imposed upon or as a result of such payment by the tax jurisdiction, will 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, duties or governmental charges which:
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are payable by any person acting as custodian bank or collecting agent on your or the beneficial
owner’s behalf, or otherwise in any manner which does not constitute a deduction or withholding by us from payments of interest
made by us; or
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would not be payable to the extent such deduction or withholding could be avoided or reduced if
you or the beneficial owner of the notes (or any financial institution through which you hold or the beneficial owner holds the
notes or through which payment on the notes is made) (i) makes a declaration of non-residence or other similar claim
for exemption to the relevant tax authority or complies with any reasonable certification, documentation, information or other
reporting requirement imposed by the relevant tax authority or (ii) enters into or complies with any applicable certification,
identification, information, documentation, registration, or other reporting requirement or agreement concerning accounts maintained
by you or the beneficial owner (or such financial institution) or concerning your or the beneficial owner’s (or financial
institution’s) ownership or concerning your or the beneficial owner’s (or such financial institution’s) nationality,
residence, identity or connection with the jurisdiction imposing such tax; or
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are payable by reason of your or the beneficial owner’s 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
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are presented for payment more than 30 days after the relevant date (as defined below) except to
the extent that you or the beneficial owner would have been entitled to additional amounts on presenting the same for payment on
the last day of the period of 30 days assuming that day to have been a business day; or
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are deducted or withheld by a paying agent from a payment if the payment could have been made by
another paying agent without such deduction or withholding; or
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would not be payable if the notes had been kept in safe custody with, and the payments had been
collected by, a banking institution; or
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are payable by reason of a change in law or practice that becomes effective more than 30 days after
the relevant payment of interest becomes due, or is duly provided for and notice thereof is given in accordance with the Indenture,
whichever occurs later.
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No additional amounts or any other amounts
shall be payable on account of any such withholding or deduction in respect of payments of principal.
“
Relevant date
” means
the date on which the payment first becomes due but, if the full amount payable has not been received by the paying agent on or
before the due date, it means the date on which, the full amount having been so received.
Moreover, all amounts payable in respect
of the notes will be made subject to compliance with Sections 1471 through 1474 of the Code, or any regulations or other official
guidance promulgated thereunder, official interpretations thereof, or any applicable agreement entered into in connection therewith
(including any agreement, law, regulation, or other official guidance implementing such agreement) (commonly referred to as the
“
Foreign Account Tax Compliance Act
” or “
FATCA
”) and any applicable agreement described in
Section 1471(b) of the Code. We will have no obligation to pay additional amounts or otherwise indemnify you or the beneficial
owner in connection with any such compliance with the Code.
Notices
Notices to holders
of the notes will be given by mailing such notices to each holder by first class mail, postage prepaid, at the respective address
of each holder as that address appears upon our books. Notices to be given to holders of a global note will be given only to the
Depositary, as the registered holder, in accordance with its applicable policies as in effect from time to time. We expect that
any such notices will be passed on by the
Depositary to the beneficial owners of interests
in the notes in accordance with the standard rules and procedures of the Depositary and its direct and indirect participants, including
Clearstream, Luxembourg and the Euroclear operator. Notices to be given in respect of notes held in street name will be given only
to the bank, broker or other financial institution in whose name the notes are registered, and not the owner of any beneficial
interests. Notices to be given to holders of certificated (
i.e.
, definitive) notes will be sent by mail to the respective
addresses of the holders as they appear in the note register, and will be deemed given when mailed.
See also “Plan
of Distribution—Series A Notes Offered on a Global Basis.”