The information in
this pricing supplement is not complete and may be changed. A
registration statement relating to these notes has been filed
with the Securities and Exchange Commission.
|
UPDATED CALCULATION OF REGISTRATION FEE
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Proposed Maximum
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Proposed Maximum
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Title of Each Class of
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Amount To Be
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Aggregate Price
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Aggregate Offering
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Amount of
|
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Securities To Be Registered
|
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Registered
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Per Unit
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Price
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Registration Fee
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Notes offered hereby
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[ ]
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100.00%
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[ ]
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[ ]
(1
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)
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(1)
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The filing fee is calculated in
accordance with Rule 457(r) under the Securities Act. There
are unused registration fees of $[ ] that have
been paid in respect of securities offered from
Eksportfinans ASAs Registration Statement
No. 333140456,
of which this pricing supplement is a part. After giving effect
to the $[ ] registration fee for this offering,
$[ ]remains available for future offerings. No
additional registration fee has been paid with respect to this
offering.
|
Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-140456
Subject to completion dated
April 16, 2008.
PRELIMINARY PRICING SUPPLEMENT NO. 199 dated
[ ]
to Prospectus Supplement and Prospectus dated
February 5, 2007
relating to the Eksportfinans ASA U.S. Medium-Term Note
Program
100%
Principal Protected Commodity-Linked Notes due
[ ]
This document is a pricing supplement. This pricing supplement
provides specific pricing information in connection with this
issuance of notes. Prospective investors should read this
pricing supplement together with the prospectus supplement and
prospectus dated February 5, 2007 for a description of the
specific terms and conditions of the particular issuance of
notes. This pricing supplement amends and supersedes the
accompanying prospectus supplement and prospectus to the extent
that the information provided in this pricing supplement is
different from the terms set forth in the prospectus supplement
or the prospectus.
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Issuer:
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Eksportfinans ASA
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|
Agent:
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Wachovia Capital Markets, LLC. The
agent may make sales through its affiliates or selling agents.
|
|
Principal Amount per note:
|
|
Each note will have a principal
amount of $1,000.00. Each note will be offered at an initial
public offering price of $1,000.00.
|
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Maturity Date:
|
|
[ ]. The term of
the notes is expected to be approximately five years (to be
determined on the trade date).
|
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Interest:
|
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Eksportfinans will not pay you
interest during the term of your notes.
|
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Underlying Basket:
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|
The return on the notes, in excess
of the principal amount, is linked to the performance of an
equally-weighted basket of commodities and commodity indices
(the
basket
) consisting of the following six components:
coal, copper and West Texas Intermediate light sweet crude oil
(
WTI Crude Oil
) (each, a
component commodity
and
together, the
component commodities
), and the Baltic
Panamax Index (
Baltic Panamax
), the S&P GSCI
Agriculture Excess Return Index (
GSCI Agriculture
) and
the S&P GSCI Livestock Excess Return Index (
GSCI
Livestock
) (each, a
component index
, together, the
component indices
, and together with the component
commodities, the
basket components
).
|
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Maturity Payment Amount:
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At maturity, for each note you own,
you will receive a cash payment equal to the sum of the
principal amount of the note and the basket performance amount,
if any.
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|
The basket performance amount per
note will equal the greater of (i) $0.00, or (ii) the
product of the principal amount of $1,000.00, the basket return
and a participation rate of between 100.00% and 105.00% (to be
determined on the trade date).
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If the basket return is
less
than
or
equal to
zero, the maturity payment amount
will equal the principal amount of $1,000.00.
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The basket return will be
determined on the valuation date and will equal the product of
the principal amount of the note and the percentage change in
the level of the basket.
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Listing:
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The notes will not be listed or
displayed on any securities exchange or any electronic
communications network.
|
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Trade Date:
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[ ]
|
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Original Issue Date:
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[ ]
|
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CUSIP Number:
|
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28264QG81
|
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ISIN Number:
|
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US28264QG813
|
For a detailed description of the terms of the notes, see
Summary Information beginning on
page P-1
and Specific Terms of the Notes beginning on
page P-15.
Defined terms used in this cover page are defined in
Specific Terms of the Notes.
Investing
in the notes involves risks. See Risk Factors
beginning on
page P-9.
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Per Note
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Total
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Maximum Public Offering Price
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$
|
[ ]
|
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$
|
[ ]
|
|
Maximum Underwriting Discount and Commission
|
|
$
|
[ ]
|
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$
|
[ ]
|
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Maximum Proceeds to Eksportfinans ASA
|
|
$
|
[ ]
|
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$
|
[ ]
|
|
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these notes
or passed upon the adequacy or accuracy of this pricing
supplement or the accompanying prospectus. Any representation to
the contrary is a criminal offense.
Capitalized terms used in this pricing supplement without
definition have the meanings given to them in the prospectus
supplement and accompanying prospectus.
Wachovia Securities
SUMMARY
INFORMATION
This summary includes questions and answers that highlight
selected information from this pricing supplement and the
accompanying prospectus supplement and prospectus to help you
understand the 100% Principal Protected Commodity-Linked Notes,
due [ ], which we refer to as the
notes
.
You should carefully read this pricing supplement and the
accompanying prospectus supplement and prospectus to fully
understand the terms of the notes as well as the tax and other
considerations that are important to you in making a decision
about whether to invest in the notes. You should carefully
review the sections entitled Risk Factors in this
pricing supplement and the accompanying prospectus supplement
and prospectus, which highlight certain risks associated with an
investment in the notes, to determine whether an investment in
the notes is appropriate for you. Defined terms used in this
section and not defined herein are defined in Specific
Terms of the Notes.
Unless otherwise mentioned or unless the context requires
otherwise, all references in this pricing supplement to
Eksportfinans, we, us and
our or similar references mean Eksportfinans ASA and
its subsidiaries.
What are
the notes?
The notes offered by this pricing supplement will be issued by
Eksportfinans and will mature on [ ], a date
that is approximately five years following the original issue
date (to be determined on the trade date). The maturity payment
amount will be linked to the performance of the basket, which is
in turn based on the performance of the basket components. The
notes will not bear interest and no other payments will be made
until maturity.
Each basket component will represent 1/6 of the basket. The
basket components are set forth below:
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|
Coal (Bloomberg symbol
API21MON
);
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|
Copper (Bloomberg symbol
LOCADY
);
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WTI Crude Oil (Bloomberg symbol
CL1
);
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Baltic Panamax Index (Bloomberg symbol
BPIY
);
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S&P GSCI Agriculture Excess Return Index (Bloomberg symbol
SPGCAGP
); and
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S&P GSCI Livestock Excess Return Index (Bloomberg symbol
SPGCLVP
).
|
The weighting of each basket component is fixed and will not
change during the term of the notes. Similarly, the basket
components will not change, except as described under
Specific Terms of the Notes Adjustments to the
Basket Components on
page P-19.
As discussed in the accompanying prospectus supplement, the
notes are debt securities and are part of a series of debt
securities entitled Medium-Term Notes that
Eksportfinans may issue from time to time. The notes will rank
equally with all other unsecured and unsubordinated debt of
Eksportfinans. For more details, see Specific Terms of the
Notes beginning on
page P-15.
Each note will have a principal amount of $1,000.00. Each note
will be offered at an initial public offering price of
$1,000.00. You may transfer only whole notes. Eksportfinans will
issue the notes in the form of a global certificate, which will
be held by The Depository Trust Company, also known as DTC,
or its nominee. Direct and indirect participants in DTC will
record your ownership of the notes.
Are the
notes principal protected?
The notes are fully principal protected and we will pay a
minimum of 100.00% of the principal amount of your notes at
maturity, subject to our ability to pay our obligations.
What will
I receive upon maturity of the notes?
On the maturity date, for each note you own, you will receive a
cash payment equal to the maturity payment amount. The maturity
payment amount to which you will be entitled depends on the
basket return (as defined below).
P-1
The
maturity payment amount
will equal the sum of the
principal amount of the note and the basket performance amount,
if any.
Determination
of the basket performance amount
The
basket performance amount
per note will be determined
by the calculation agent and will equal the greater of
(i) $0.00; or (ii) the product of the principal amount
of $1,000.00, the basket return and a participation rate of
between 100.00% and 105.00% (to be determined on the trade date).
Determination
of the basket return
The
basket return
per note will be determined by the
calculation agent and will equal:
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$1,000.00 x
|
|
(
|
|
final basket level−initial basket level
initial
basket level
|
|
)
|
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|
|
The
initial basket level
is 1,000.00.
The
final basket level
will be determined by the
calculation agent and will equal the closing level of the basket
on the valuation date. The closing level of the basket will be
calculated based on the weighted levels of the basket components
(as shown in the table below), and will equal the sum of the
products of (i) the component multiplier of each basket
component and (ii) the closing price of the basket
component on the valuation date.
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Bloomberg
|
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Component
|
|
|
Closing Price on the
|
|
|
Basket
|
|
Basket Component
|
|
Symbol
|
|
Exchange
|
|
Multiplier
|
|
|
Trade Date
|
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Weight
|
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|
Coal
|
|
API21MON
|
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|
[ ]
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|
[ ]
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1/6
|
|
Copper
|
|
LOCADY
|
|
LME
|
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|
[ ]
|
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|
[ ]
|
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|
1/6
|
|
WTI Crude Oil
|
|
CL1
|
|
NYMEX
|
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|
[ ]
|
|
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|
[ ]
|
|
|
|
1/6
|
|
Baltic Panamax Index
|
|
BPIY
|
|
|
|
|
[ ]
|
|
|
|
[ ]
|
|
|
|
1/6
|
|
S&P GSCI Agriculture Excess Return Index
|
|
SPGCAGP
|
|
|
|
|
[ ]
|
|
|
|
[ ]
|
|
|
|
1/6
|
|
S&P GSCI Livestock
|
|
SPGCLVP
|
|
|
|
|
[ ]
|
|
|
|
[ ]
|
|
|
|
1/6
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100.00
|
%
|
The
participation rate
will equal between 100.00% and
105.00% (to be determined on the trade date).
The
component multiplier
with respect to each basket
component will equal the quotient of (i) the basket weight
of each basket component
multiplied by
the initial basket
level,
divided by
(ii) the closing price of each
basket component on the trade date.
The
closing price
for each basket component on any given
date will be determined by the calculation agent by reference to
its official closing price or cash settlement price for that
basket component on the relevant exchange or market, as follows:
|
|
|
|
|
In the case of coal, the official closing price will be that
days specified price per ton of steam coal,
6,000 kcal/kg, up to 1.00% sulphur NAR basis, cif ARA,
stated in U.S. Dollars, published under the heading
International Coal Indexes incorporating the TFS APITM
Indices: Monthly Coal Price Indexes: TFS API 2 (cif ARA)
in the issue of Argus/McCloskys Coal Price Index Report
that reports prices effective on that pricing date.
|
|
|
|
In the case of component index Baltic Panamax Index, the
official settlement price is published by the index publisher or
its successor on such index business day;
|
|
|
|
In the case of WTI Crude Oil, the U.S. dollar settlement
price per barrel of West Texas Intermediate light sweet crude
oil on the New York Mercantile Exchange (the
NYMEX
) of
the first nearby futures contract;
|
|
|
|
In the case of S&P GSCI Livestock, the closing index price
as reported by S&P, or its successor;
|
P-2
|
|
|
|
|
In the case of S&P GSCI Agriculture, the closing index
price as reported by S&P, or its successor; and
|
|
|
|
In the case of copper, the official U.S. dollar settlement
price per ton of copper-Grade A spot cash on the London Metals
Exchange (the
LME
) for cash delivery.
|
An
exchange
means:
(a) with respect to the component commodities, the primary
organized exchange or quotation system for trading any component
commodity and any successor to any exchange or quotation system
or any substitute exchange or quotation system to which trading
in any component commodity has temporarily relocated (provided
that the calculation agent has determined that there is
comparable liquidity relative to the component commodity on the
substitute exchange or quotation system as on the original
exchange), and
(b) with respect to the component indices, the primary
organized exchange or quotation system for trading derivative
instruments related to the component indices and any successor
to any exchange or quotation system or any substitute exchange
or quotation system to which trading in the commodity and
related derivative instruments underlying the component indices
has temporarily relocated (provided that the calculation agent
has determined that there is comparable liquidity relative to
the commodities underlying the component indices on such
substitute exchange or quotation system as on the original
exchange).
A
related exchange
means each exchange or quotation
system on which futures or options contracts relating to the
component indices are traded, any successor to such exchange or
quotation system or any substitute exchange or quotation system
to which any such trading has temporarily relocated (provided
that the calculation agent has determined that there is
comparable liquidity relative to the futures or options
contracts relating to the component indices on such temporary
substitute exchange or quotation system as on the original
related exchange).
The
valuation date
, with respect to each basket
component, means the tenth business day before the maturity
date. However, if that day occurs on a day that is a disrupted
day or that is not a trading day with respect to one or both
basket components, then the valuation date for the affected
basket component or basket components will be postponed until
the next succeeding trading day that is not a disrupted day for
those basket components; provided that in no event will the
valuation date with respect to either basket component be
postponed by more than ten trading days. The determination of
the closing price for either basket component with respect to
which the valuation date is a trading day and is not a disrupted
date will not be postponed for the purpose of calculating the
maturity payment amount. If the valuation date is postponed to
the last possible day but that day is a disrupted day, that date
will nevertheless be the valuation date.
If the valuation
date is postponed, then the maturity date of the notes will be
postponed by an equal number of trading days.
A
business day
means a day that is a Monday, Tuesday,
Wednesday, Thursday or Friday that is not a day on which banking
institutions in New York City generally are authorized or
obligated by law, regulation or executive order to close.
A
trading day
means any day on which each exchange is
scheduled to be open for its respective regular trading sessions.
Hypothetical
Examples
Set forth below are three hypothetical examples of the
calculation of the maturity payment amount. These examples
assume a hypothetical participation rate of 102.50%. The actual
participation rate will be determined on the trade date.
Example
1
The hypothetical basket return is 50.00%, reflecting a 50.00%
increase in the value of the basket:
Basket performance amount (per note) is the greater of:
(i) $0.00, or
(ii) ($1,000.00 x 50.00% x 102.50%) = $512.50.
P-3
Maturity payment amount = $1,000.00 + $512.50 = $1,512.50.
Since the hypothetical basket return is
greater
than
zero, the basket performance amount would equal $512.50 and the
maturity payment amount would be
greater
than the
principal amount of your note.
Example
2
The hypothetical basket return is 10.00%, reflecting a 10.00%
increase in the value of the basket:
Basket performance amount (per note) is the greater of:
(i) $0.00, or
(ii) ($1,000.00 x 10.00% x 102.50%) = $102.50.
Maturity payment amount = $1,000.00 + $102.50 = $1,102.50.
Since the hypothetical basket return is
greater
than
zero, the basket performance amount would equal $102.50 and the
maturity payment amount would be
greater
than the
principal amount of your note.
Example
3
The hypothetical basket return is 0.00%, reflecting no change in
the value of the basket:
Basket performance amount (per note) is the greater of:
(i) $0.00, or
(ii) ($1,000.00 x 0.00% x 102.50%) = $0.00.
Maturity payment amount = $1,000.00 + $0.00 = $1,000.00.
Since the hypothetical basket return is
less
than
zero, the basket performance amount would equal $0.00 and the
maturity payment amount would equal the principal amount of your
note.
Example
4
The hypothetical basket return is −10.00%, reflecting a
10.00% decrease in the value of the basket:
Basket performance amount (per note) is the greater of:
(i) $0.00, or
(ii) ($1,000.00 x −10.00% x 102.50%) = −$102.50.
Maturity payment amount = $1,000.00 + $0.00 = $1,000.00.
Since the hypothetical basket return is
less
than
zero, the basket performance amount would equal $0.00 and the
maturity payment amount would equal the principal amount of your
note.
P-4
HYPOTHETICAL
RETURNS
The following table illustrates, for a range of hypothetical
average commodity appreciations representing equivalent
percentage changes in the value of the basket:
|
|
|
|
|
the hypothetical basket return;
|
|
|
|
the hypothetical basket performance amount;
|
|
|
|
the hypothetical maturity payment amount per note; and
|
|
|
|
the hypothetical pre-tax annualized rate of return to beneficial
owners of the notes as more fully described below.
|
The figures below are for purposes of illustration only. The
actual maturity payment amount and the resulting total and
pre-tax annualized rate of return will depend on the actual
final basket level determined by the calculation agent as
described in this pricing supplement.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hypothetical maturity
|
|
|
Hypothetical pre-tax
|
|
Hypothetical basket
|
|
|
Hypothetical basket
|
|
|
payment amount
|
|
|
annualized rate of return
|
|
return
|
|
|
performance amount
|
|
|
per note(1)
|
|
|
on the notes(2)
|
|
|
|
−50.00
|
%
|
|
$
|
0.00
|
|
|
$
|
1,000.00
|
|
|
|
0.00
|
%
|
|
−45.00
|
%
|
|
$
|
0.00
|
|
|
$
|
1,000.00
|
|
|
|
0.00
|
%
|
|
−40.00
|
%
|
|
$
|
0.00
|
|
|
$
|
1,000.00
|
|
|
|
0.00
|
%
|
|
−35.00
|
%
|
|
$
|
0.00
|
|
|
$
|
1,000.00
|
|
|
|
0.00
|
%
|
|
−30.00
|
%
|
|
$
|
0.00
|
|
|
$
|
1,000.00
|
|
|
|
0.00
|
%
|
|
−25.00
|
%
|
|
$
|
0.00
|
|
|
$
|
1,000.00
|
|
|
|
0.00
|
%
|
|
−20.00
|
%
|
|
$
|
0.00
|
|
|
$
|
1,000.00
|
|
|
|
0.00
|
%
|
|
−15.00
|
%
|
|
$
|
0.00
|
|
|
$
|
1,000.00
|
|
|
|
0.00
|
%
|
|
−10.00
|
%
|
|
$
|
0.00
|
|
|
$
|
1,000.00
|
|
|
|
0.00
|
%
|
|
−5.00
|
%
|
|
$
|
0.00
|
|
|
$
|
1,000.00
|
|
|
|
0.00
|
%
|
|
0.00
|
%
|
|
$
|
0.00
|
|
|
$
|
1,000.00
|
|
|
|
0.00
|
%
|
|
5.00
|
%
|
|
$
|
51.25
|
|
|
$
|
1,051.25
|
|
|
|
1.00
|
%
|
|
10.00
|
%
|
|
$
|
102.50
|
|
|
$
|
1,102.50
|
|
|
|
1.96
|
%
|
|
15.00
|
%
|
|
$
|
153.75
|
|
|
$
|
1,153.75
|
|
|
|
2.88
|
%
|
|
20.00
|
%
|
|
$
|
205.00
|
|
|
$
|
1,205.00
|
|
|
|
3.76
|
%
|
|
25.00
|
%
|
|
$
|
256.25
|
|
|
$
|
1,256.25
|
|
|
|
4.62
|
%
|
|
30.00
|
%
|
|
$
|
307.50
|
|
|
$
|
1,307.50
|
|
|
|
5.43
|
%
|
|
35.00
|
%
|
|
$
|
358.75
|
|
|
$
|
1,358.75
|
|
|
|
6.23
|
%
|
|
40.00
|
%
|
|
$
|
410.00
|
|
|
$
|
1,410.00
|
|
|
|
6.99
|
%
|
|
45.00
|
%
|
|
$
|
461.25
|
|
|
$
|
1,461.25
|
|
|
|
7.73
|
%
|
|
50.00
|
%
|
|
$
|
512.50
|
|
|
$
|
1,512.50
|
|
|
|
8.45
|
%
|
|
|
|
(1)
|
|
The hypothetical maturity payment per note is based on a
participation rate of 102.50%. The actual participation rate
will be determined on the trade date.
|
|
(2)
|
|
The hypothetical pre-tax annualized rate of return is based on a
five year term, semi-annual compounding and a 30/360 day
count.
|
P-5
The following graph sets forth the hypothetical return at
maturity for a range of hypothetical final basket levels (as a
percentage of the initial basket level).
Return
Profile of Notes vs. the Basket*
* Based on a participation rate of 102.50%.
Who
should or should not consider an investment in the
notes?
We have designed the notes for investors who are willing to hold
the notes to maturity; who seek exposure to commodities
generally and to the basket components in particular, and who
believe that the value of the basket components will increase
over the term of the notes; who are capable of understanding the
specific risks related to the complexities of the notes and the
underlying basket components. The notes are designed for
investors who are also unwilling to make an investment that is
exposed to downside performance risk of the basket and who seek
to protect their investment by receiving at least 100.00% of the
principal amount of their investment at maturity.
The notes are not designed for, and may not be a suitable
investment for, investors who are unable or unwilling to hold
the notes to maturity; who require an investment that yields
regular returns; who believe that the value of the basket
components are likely to decrease or remain unchanged over the
term of the notes; who are not capable of understanding the
specific risks related to the complexities of the note and the
underlying basket components; or who seek exposure to both the
full upside performance and the full downside performance risk
of the basket components. This may not be a suitable investment
for investors who prefer the lower risk of fixed income
investments with comparable maturities issued by companies with
comparable credit ratings.
What will
I receive if I sell the notes prior to maturity?
The market value of the notes may fluctuate during the term of
the notes. Several factors and their interrelationship will
influence the market value of the notes, including the levels of
the component indices
P-6
and the prices of coal, copper and WTI crude oil, the time
remaining to the maturity date, interest rates and the
volatility of the basket components. The notes are 100.00%
principal protected only if held to maturity. If you sell your
notes before maturity, you may have to sell them at a discount
and you will not have principal protection. Depending on the
impact of these factors, you may receive less than the principal
amount in any sale of your notes before the maturity date of the
notes and less than what you would have received had you held
the notes until maturity. For more details, see Risk
Factors Many factors affect the market value of the
notes.
Who
publishes the component indices and what do the component
indices measure?
The Baltic Panamax Index.
The Baltic Panamax
Index (
BPI
) is a measure of the cost to ship dry-bulk
cargo on Panamax vessels and is calculated from the weighted,
average rates on major routes, both voyage and timecharter, as
assessed by a panel of brokers. Ships classified as Panamax are
of the maximum dimensions that will fit through the locks of the
Panama Canal. The Baltic Panamax Index is also a sub-index of
the Baltic Dry Index, which is a leading indicator of the global
dry cargo freight market, designed to measure changes in the
cost of transporting dry bulk material such as grain, coal, iron
ore and industrial metals by sea. The Baltic Exchange is the
publisher of the Baltic Dry Index.
The Baltic Panamax Index is determined, calculated and
maintained by the Baltic Exchange without regard to the notes.
You should be aware that an investment in the notes does not
entitle you to any ownership interest in any of the commodities
included in the Baltic Panamax Index. For a detailed discussion
of the Baltic Panamax Index, see The Basket
Baltic Panamax Index beginning on
page P-23.
The S&P GSCI Livestock Excess Return
Index.
The S&P GSCI Livestock Excess Return
Index measures the excess returns that are potentially available
through an unleveraged investment in the livestock commodities
futures contracts of the S&P Goldman Sachs Commodity Index
(the S&P GSCI). The S&P GSCI Livestock Excess Return
Index is a sub-index of the S&P Goldman Sachs Commodity
Index Excess Return Index (the S&P GSCI Excess Return
Index) that relates only to the livestock commodities futures
contracts. The S&P GSCI Excess Return Index is one of the
major indices of the S&P GSCI. The S&P GSCI Livestock
Excess Return Index is calculated, published and disseminated by
Standard & Poors, a division of The McGraw-Hill
Companies (
S&P
or
Standard &
Poors
).
The S&P GSCI Livestock Excess Return Index is determined,
calculated and maintained by S&P without regard to the
notes. You should be aware that an investment in the notes does
not entitle you to any ownership interest in any of the
livestock commodities included in the GSCI Livestock Index. For
a detailed discussion of the S&P GSCI Livestock Excess
Return Index, see The Basket S&P GSCI
Livestock Excess Return Index beginning on
page P-26.
The S&P GSCI Agriculture Excess Return
Index.
The S&P GSCI Agriculture Excess
Return Index measures the excess returns that are potentially
available through an unleveraged investment in the agricultural
commodities futures contracts of the S&P Goldman Sachs
Commodity Index (the S&P GSCI). The S&P GSCI
Agriculture Excess Return Index is a sub-index of the S&P
Goldman Sachs Commodity Index Excess Return Index (the S&P
GSCI Excess Return Index) that relates only to the agricultural
commodities futures contracts. The S&P GSCI Excess Return
Index is one of the major indexes of the S&P GSCI. The
S&P GSCI Agriculture Excess Return Index is calculated,
published and disseminated by Standard & Poors.
The S&P GSCI Agriculture Excess Return Index is determined,
calculated and maintained by S&P without regard to the
notes. You should be aware that an investment in the notes does
not entitle you to any ownership interest in any of the
agricultural commodities included in the GSCI Agriculture Index.
For a detailed discussion of the S&P GSCI Agriculture
Excess Return Index, see The Basket S&P
GSCI Agriculture Excess Return Index beginning on
page P-26.
How are
the closing prices for the basket components
determined?
The closing prices for the component indices are determined by
reference to the closing levels published by the applicable
Index Sponsors at the regular weekday close of trading. The
closing price for coal is determined by reference to the
official closing price in the issue of Argus/McCloskeys
Coal Price Index Report, as described under Specific Terms
of the Notes Closing Price on
page P-16.
The closing prices of the other component
P-7
commodities are determined by reference to the official closing
price or cash settlement price on the NYMEX or the LME, as
applicable, as described under Specific Terms of the
Notes Closing Price on
page P-16.
The NYMEX is the worlds largest physical commodities
futures exchange and a leading trading forum for energy and
precious metals. The NYMEX trades a variety of commodity
products, including future contracts for WTI crude oil. The LME
was established in 1877 and is the principal non-ferrous metals
exchange in the world on which contracts for copper, among other
metals, are traded. The LME operates as a principals
market and is, therefore, more closely analogous to
over-the-counter physical commodity markets than futures
markets. Twice daily during London trading hours a
fixing occurs which provides reference prices for
that days trading.
How have
the basket components performed historically?
You can find a table with the published high and low levels in
the interbank market of each of the basket components as well as
the basket component prices at the end of each calendar quarter
from calendar year 2004 to present in the section entitled
The Basket beginning on
page P-23
of this pricing supplement. We have provided this historical
information to help you evaluate the behavior of the basket
components in the recent past; however, past performance of the
basket components does not indicate how they will perform in the
future.
What
about taxes?
The notes will be treated as debt instruments subject to special
rules governing contingent payment debt obligations for United
States federal income tax purposes. If you are a
U.S. individual or taxable entity, you generally will be
required to pay taxes on ordinary income from the notes over
their term based on the comparable yield for the notes, even
though you will not receive any payments from us until maturity.
This comparable yield is determined solely to calculate the
amount on which you will be taxed prior to maturity and is
neither a prediction nor a guarantee of what the actual yield
will be. In addition, any gain you may recognize on the sale or
maturity of the notes will be taxed as ordinary interest income.
If you are a secondary purchaser of the notes, the tax
consequences to you may be different.
For further discussion, see Taxation in the United
States below and in the accompanying prospectus supplement
and prospectus.
Will the
notes be listed on a stock exchange?
The notes will not be listed or displayed on any securities
exchange or any electronic communications network. There can be
no assurance that a liquid trading market will develop for the
notes. Accordingly, if you sell your notes prior to maturity,
you may have to sell them at a substantial loss. You should
review the section entitled Risk Factors There
may not be an active trading market for the notes in this
pricing supplement.
Are there
any risks associated with my investment?
Yes, an investment in the notes is subject to significant risks.
We urge you to read the detailed explanation of risks in
Risk Factors beginning on
page P-9.
P-8
RISK
FACTORS
An investment in the notes is subject to the risks described
below, as well as the risks described under Risk
Factors Risks relating to index linked notes or
notes linked to certain assets in the accompanying
prospectus supplement. Your notes are a riskier investment than
ordinary debt securities. Also, your notes are not equivalent to
investing directly in the components which comprise the basket
to which the notes are linked. You should carefully consider
whether the notes are suited to your particular
circumstances.
The notes
are intended to be held to maturity. Your principal is protected
only if you hold your notes to maturity
You will receive at least 100.00% of the principal amount of
your notes if you hold your notes to maturity, subject to our
ability to pay our obligations. If you sell your notes in the
secondary market before maturity, you will not receive principal
protection on the notes you sell.
You will
not receive interest payments on the notes
You will not receive any periodic interest payments on the notes
or any interest payment at maturity. At maturity, you may not
receive any return in excess of the principal amount of your
notes.
Your
yield on the notes may be lower than the yield on a standard
senior debt security of comparable maturity
The yield that you will receive on your notes, which could be
zero, may be less than the return you could earn on other
investments. Even if your yield is positive, your yield may be
less than the yield you would earn if you bought a standard
senior non-callable debt security with the same maturity date.
Your investment may not reflect the full opportunity cost to you
when you take into account factors that affect the time value of
money. In addition, no interest will be paid during the term of
your notes.
If the basket return is less than or equal to zero, the maturity
payment amount for each note will be limited to the principal
amount of the note. This will be true even if the value of the
basket, as measured by the basket return, on some date or dates
before the valuation date is greater than the value of the
basket on the trade date, because the maturity payment amount
will be calculated only on the basis of the basket return on the
valuation date (or as otherwise determined by the calculation
agent, in the case of a market disruption event). You should,
therefore, be prepared to realize no return at maturity over the
principal amount of your notes.
Owning
the notes is not the same as having rights in exchange-traded
futures contracts on the basket components
You will not have rights that holders of the exchange-traded
futures on the basket components may have. Even if the value of
the basket components increases during the term of the notes,
the market value of the notes may not increase by the same
amount. It is also possible for the value of the basket
components to increase while the market value of the notes
declines.
Your
return is limited and will not reflect the return of owning the
component commodities or the commodities underlying the
component indices
The return on your notes will not reflect the return you would
realize if you actually owned and held an interest in the
component commodities or the component indices for a similar
period. Even if the basket level increases during the term of
the notes, the market value of the notes may not increase by the
same amount. It is also possible for the basket level to
increase while the market value of the notes declines.
There may
not be an active trading market for the notes
The notes will not be listed or displayed on any securities
exchange or any electronic communications network. There can be
no assurance that a liquid trading market will develop for the
notes. The development of a trading market for the notes will
depend on our financial performance and other factors, such as
the increase, if any,
P-9
in the value of the basket. Even if a secondary market for the
notes develops, it may not provide significant liquidity and
transaction costs in any secondary market could be high. As a
result, the difference between bid and asked prices for the
notes in any secondary market could be substantial. If you sell
your notes before maturity, you may have to do so at a discount
from the initial public offering price, and, as a result, you
may suffer substantial losses.
Wachovia Capital Markets, LLC and its broker-dealer affiliates
currently intend to make a market for the notes, although they
are not required to do so and may stop any such market-making
activities at any time. As market makers, trading of the notes
may cause Wachovia Capital Markets, LLC or its broker-dealer
affiliates to have long or short positions in the notes. The
supply and demand for the notes, including inventory positions
of market makers, may affect the secondary market for the notes.
Many
factors affect the market value of the notes
The market value of the notes will be affected by factors that
interrelate in complex ways. It is important for you to
understand that the effect of one factor may offset the increase
in the market value of the notes caused by another factor and
that the effect of one factor may compound the decrease in the
market value of the notes caused by another factor. For example,
a change in the volatility of the basket components
markets may offset some or all of any increase in the market
value of the notes attributable to another factor, such as an
increase in the prices of the basket components. In addition, a
change in interest rates may offset other factors that would
otherwise change the prices of the basket components and,
therefore, may change the market value of the notes.
We expect that the market value of the notes will depend
substantially on the amount, if any, by which the value of the
basket increases during the term of the notes. If you choose to
sell your notes when the level of the basket, based on then
current prices of the basket components, is greater than zero,
you may receive substantially less than the amount that would be
payable at maturity based on this increase because of the
expectation that the level of the basket will continue to
fluctuate until the valuation date. We believe that other
factors that may influence the value of the notes include:
|
|
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|
|
the spot and forward prices of coal, copper, WTI crude oil,
freight commodities, agricultural commodities, and livestock
commodities, as represented by coal, copper, WTI crude oil,
freight commodities, agricultural commodities, and livestock
commodities futures;
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the volatility (frequency and magnitude of changes in the value)
of the basket components and, in particular, market expectations
regarding the volatility of the basket components;
|
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|
interest rates in general;
|
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|
our creditworthiness, as represented by our credit ratings and
as otherwise perceived in the market;
|
|
|
|
changes in the correlation (the extent to which the values of
the individual basket component increase or decrease to the same
degree at the same time) between the basket components;
|
|
|
|
suspension or disruption of market trading in the commodity
markets;
|
|
|
|
the time remaining to maturity; and
|
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|
geopolitical, economic, financial, political, regulatory or
judicial events as well as other conditions that may affect the
values of the basket components.
|
Regulation
of the commodity markets is extensive and constantly changing;
future regulatory developments are impossible to predict and may
significantly and adversely affect the level of the
notes
Regulation of the commodity markets is extensive and constantly
changing; future regulatory developments are impossible to
predict and may significantly and adversely affect the level of
the notes. The levels of the basket components will depend on
the trading prices of, for example, precious metals futures,
agricultural commodities futures, livestock commodities futures
and freight commodities futures in the commodities market.
Futures contracts and options on futures contracts, including
those relating to precious metals, agricultural commodities,
livestock commodities and freight commodities are subject to
extensive statutes, regulations and margin requirements. The
Commodities Futures Trading Commission and exchanges are
authorized to take extraordinary actions
P-10
in the event of a market emergency, including, for example, the
retroactive implementation of speculative position limits or
higher margin requirements, the establishment of daily limits
and the suspension of trading. These limits could adversely
affect the market price of the precious metals, agricultural
commodities, livestock commodities and dry bulk commodities
futures contracts and forward contracts. The regulation of
commodity transactions in the United States is subject to
ongoing modification by government and judicial action. In
addition, various national governments have expressed concern
regarding the disruptive effects of speculative trading in the
commodity markets and the need to regulate the derivatives
markets in general. The effect of any future regulatory change
on the value of the notes is impossible to predict, but could be
substantial and adverse to holders of the notes.
There are
specific risks associated with the component
commodities
Coal.
The price of coal is affected by the
global demand for and supply of coal. Due to the importance of
coal in the generation of electricity and the production of iron
and steel, the electric and steel industries account for a
significant percentage of coal demand. Nuclear power, natural
gas, hydro-electric power, wind and solar power and crude oil
can be used as substitutes for coal, and the availability and
price of each of these alternative energy sources also affects
demand for coal. Government regulations regarding air pollution
affect the demand for coal, and, specifically, the demand for
specific types of coal, by limiting the amount of sulfur dioxide
which may be emitted during the use of coal. Other factors that
affect the price of coal include weather patterns, discoveries
of new coal deposits, labor and equipment costs, environmental,
health and safety and other government regulations, including
the regulation of mines, government subsidies and tax
incentives, and transportation disruptions.
Copper.
The price of copper is primarily
affected by the global demand for, and supply of, copper. Demand
for copper is significantly influenced by the level of global
industrial economic activity. Industrial sectors which are
particularly important include the electrical and construction
sectors. In recent years demand has been supported by strong
consumption from newly industrializing countries, which continue
to be in a copper-intensive period of economic growth as they
develop their infrastructure. An additional, but highly
volatile, component of demand is adjustments to inventory in
response to changes in economic activity
and/or
pricing levels.
Apart from the United States, Canada and Australia, the majority
of copper concentrate supply (the raw material) comes from
countries that have experienced political instability and
upheaval and, as a result, copper supply has been affected by
strikes, financial problems and terrorist activity in recent
years.
WTI Crude Oil.
Oil prices are highly volatile.
They are affected by numerous factors in addition to economic
activity. These include political events, weather, labor
activity, and, especially, direct government intervention such
as embargos, and supply disruptions in major producing or
consuming regions such as the Middle East, the United States,
Latin America and Russia. Such events tend to affect oil prices
worldwide, regardless of the location of the event. The outcome
of meetings of the Organization of Petroleum Exporting Countries
can particularly affect world oil supply and oil prices. Oil
prices could also be affected by any decision by the
Organization of Petroleum Exporting Countries to quote oil
prices in a currency other than U.S. dollars (such as
euro), which could decrease liquidity in the applicable futures
contract, and thereby affect the value of such futures contract.
Market expectations about these events and speculative activity
also cause prices to fluctuate. Due to the recent rapid
appreciation in energy prices, there is a significant
possibility that a negative correction will occur and decrease
oil prices, thereby adversely affecting the value of the basket.
Furthermore, a significant proportion of world oil production
capacity is controlled by a small number of producers, and such
producers have in the recent past implemented curtailments of
output and trade. Such efforts at supply curtailment (or the
cessation thereof) could affect the value of the applicable
futures contract. Oils major end-use as a refined product
is as a transport fuel, industrial fuel and in-home heating
fuel. Potential for substitution exists in most areas, although
considerations including relative cost often limit substitution
levels. However, the development of a substitute product or
transport fuel could adversely affect the value of the
applicable futures contract.
In the event of sudden disruptions in the supplies of oil, such
as those caused by war, accidents, weather or acts of terrorism,
prices of oil futures contracts and, consequently, the value of
the basket, could become extremely volatile and unpredictable.
Also, sudden and dramatic declines in futures contract prices
may occur, for example, upon a cessation of hostilities that may
exist in countries producing oil, the discovery of significant
additional
P-11
sources or reserves of oil, the introduction of new or
previously withheld supplies into the market (e.g., oil from
Iraq) or the introduction of substitute products or commodities.
Any such declines could have a significant adverse effect on the
value of the basket and on the value of the notes. In addition,
the price of oil has on occasion been subject to very rapid and
significant short-term changes due to speculative activities
which, if such activities result in a price decrease, may cause
the value of the notes to decrease. Such volatility could lead
some investors in oil futures contracts to withdraw from the
applicable futures markets, which could adversely affect the
liquidity of such markets and could adversely affect the value
of the basket and, correspondingly, the value of the notes.
Risks
relating to trading of commodities on the LME
The closing price of copper will be determined by reference to
the U.S. dollar settlement prices of contracts traded on
the LME. The LME is a principals market which operates in
a manner more closely analogous to the over-the-counter physical
commodity markets than regulated futures markets, and certain
features of U.S. futures markets are not present in the
context of LME trading. For example, there are no daily price
limits on the LME, which would otherwise restrict the extent of
daily fluctuations in the prices of LME contracts. In a
declining market, therefore, it is possible that prices would
continue to decline without limitation within a trading day or
over a period of trading days. In addition, depending on the
underlying commodity, a contract may be entered into on the LME
calling for daily delivery from one day to three months
following the date of such contract and for monthly delivery
from the seventh month following the date of such contract up to
63 months following the date of such contract, in contrast
to trading on futures exchanges, which call for delivery in
stated delivery months. As a result, there may be a greater risk
of a concentration of positions in LME contracts on particular
delivery dates, which in turn could cause temporary aberrations
in the prices of LME contracts for certain delivery dates. If
such aberrations occur on the valuation date, the
U.S. dollar settlement prices used to determine the closing
price of copper, and consequently the maturity payment amount,
could be adversely affected.
There are
specific risks associated with the Baltic Dry Index
The Baltic Dry Index is designed to measure changes in the cost
of transporting dry bulk material by sea. The dry cargo freight
market is sensitive to a variety of external variables, the most
important of which include fleet supply, commodity demand,
seasonal pressures and fuel prices.
Contract
pricing in the commodities markets will affect the performance
amounts of the S&P GSCI Indices
As the contracts that underlie the S&P GSCI come to
expiration, they are replaced by contracts that have a later
expiration. Thus, for example, a contract purchased and held in
August may specify a December expiration. As time passes, the
December contract is replaced by a contract for delivery in
February. This is accomplished by selling the December contract
and purchasing the February contract. This process is referred
to as rolling. If the market for these contracts
(putting aside other considerations) is in
backwardation, which describes a situation where the
prices are lower in the distant delivery months than in the
nearest delivery months, the sale of the December contract will
take place at a price that is higher than the price at which
that contract was originally purchased in August, thereby
creating the roll yield. While many of the contracts
included in the S&P GSCI have historically exhibited
consistent periods of backwardation, backwardation will most
likely not exist at all times. Moreover, certain of the
commodities included in the S&P GSCI have historically been
contango markets. Contango markets are markets in
which the prices of contracts are higher in the distant delivery
months than in the nearer delivery months. Contango in the
commodity markets could result in negative roll
yields, which could adversely affect the levels of the
GSCI Agriculture and the GSCI Livestock indices and accordingly,
because of the formula used, decrease the maturity payment
amount on your notes. Therefore, it could be the case that the
levels of the S&P GSCI Agricultural Index
Excess Return and S&P GSCI Livestock Index
Excess Return, relative to the actual price of the underlying
commodities, will be adversely affected by negative roll yields.
P-12
We and
our affiliates have no affiliation with S&P, the Baltic
Exchange, Argus/McCloskey, the NYMEX or the LME and are not
responsible for their public disclosure of information
We and our affiliates are not affiliated with S&P, the
Baltic Exchange, Argus/McCloskey, the NYMEX or the LME in any
way (except, in the case of the component indices, for licensing
arrangements discussed below under The S&P GSCI
Indices) and have no ability to control or predict its
actions, including any errors in or discontinuation of
disclosure regarding any of their methods or policies relating
to the calculation of the component indices or the determination
of the closing prices of the component commodities, as
applicable. Argus/McCloskey, the NYMEX and the LME are not under
any obligation to continue to determine the closing prices for
any of the component commodities. If S&P or the Baltic
Exchange discontinues or suspends the calculation of a component
index or Argus/McCloskey, the NYMEX or the LME discontinue or
materially change the method of determining the closing prices
for any of the basket commodities, it may become difficult to
determine the market value of the notes or the maturity payment
amount. The calculation agent may designate a successor index or
successor provider of closing prices selected in its sole
discretion. If the calculation agent determines in its sole
discretion that no successor index comparable to the component
index or comparable provider of closing prices, as applicable,
exists, the amount you receive at maturity will be determined by
the calculation agent in its sole discretion. See Specific
Terms of the Notes Market Disruption Event on
page P-17
and Specific Terms of the Notes Adjustments to
the Basket Components on
page P-19.
Each note is an unsecured debt obligation of Eksportfinans only
and is not an obligation of S&P, the Baltic Exchange, the
NYMEX or the LME. None of the money you pay for your notes will
go to S&P, the Baltic Exchange, the NYMEX or the LME. Since
none of S&P, the Baltic Exchange, the NYMEX or the LME is
involved in the offer of the notes in any way, none of them have
any obligation to consider your interest as an owner of notes in
taking any actions that might affect the value of your notes,
and they may take actions that will adversely affect the market
value of the notes.
We have derived the information about S&P, the Baltic
Exchange, the NYMEX, the LME and the basket components in this
pricing supplement from publicly available information, without
independent verification. Neither we nor any of our affiliates
assumes any responsibility for the adequacy or accuracy of the
information about the basket components or S&P, the Baltic
Exchange, the NYMEX or the LME contained in this pricing
supplement. You, as an investor in the notes, should make your
own investigation into the basket components, S&P, the
Baltic Exchange, the NYMEX and the LME.
Historical
prices of the basket components should not be taken as
indications of the future prices of the basket components during
the term of the notes
The value of the basket components will be influenced by complex
and interrelated political, economic, financial and other
factors. As a result, it is impossible to predict whether the
value of the basket components will appreciate or depreciate
over the term of the notes.
The
basket is not a recognized market index and may not accurately
reflect global market performance
The basket is not a recognized market index. The basket was
created solely for purposes of the offering of the notes and
will be calculated solely during the term of the notes. The
level of the basket and, therefore, the basket return, however,
will not be published during the term of the notes. The basket
does not reflect the performance of all major securities or
commodities markets, and may not reflect actual global market
performance.
Hedging
transactions may affect the return on the notes
As described below under Use of Proceeds and Hedging
on
page P-42,
we through one or more hedging counterparties may hedge our
obligations under the notes by purchasing the basket components,
futures or options on the basket components or other derivative
instruments with returns linked or related to changes in the
performance of the basket components, and our hedging
counterparties may adjust these hedges by, among other things,
purchasing or selling the basket components, futures, options or
other derivative instruments with returns linked to the basket
components at any time. Although they are not expected to, any
of these hedging activities may adversely affect the values of
the basket components and the basket return. It is possible that
our hedging
P-13
counterparties could receive substantial returns from these
hedging activities while the market value of the notes declines.
The inclusion of commissions and projected profits from hedging
in the initial public offering price is likely to adversely
affect secondary market prices for the notes.
Assuming no change in market conditions or any other relevant
factors, the price, if any, at which Wachovia Capital Markets,
LLC is willing to purchase the notes in secondary market
transactions will likely be lower than the initial public
offering price, since the initial public offering price
included, and secondary market prices are likely to exclude,
commissions paid with respect to the notes, as well as the
projected profit included in the cost of hedging our obligations
under the notes. In addition, any such prices may differ from
values determined by pricing models used by Wachovia Capital
Markets, LLC, as a result of dealer discounts,
mark-ups
or
other transactions.
The
calculation agent may postpone the determination of the basket
return and the maturity date if a market disruption event occurs
on the valuation date
The determination of the basket return may be postponed if the
calculation agent determines that a market disruption event has
occurred or is continuing on the valuation date with respect to
one or both basket components. If a postponement occurs, then
for each basket component with respect to which a market
disruption event has occurred or is continuing, the calculation
agent will use the closing price on the next succeeding trading
day on which no market disruption event occurs or is continuing
with respect to that basket component for the calculation of the
basket return; provided that in no event will the valuation date
with respect to any basket component be postponed by more than
ten trading days. As a result, the maturity date for the notes
would be postponed. You will not be entitled to compensation
from us or the calculation agent for any loss suffered because
of a market disruption event or any resulting delay in payment.
See Specific Terms of the Notes Market
Disruption Event beginning on
page P-17.
Potential
conflicts of interest could arise
Wachovia Capital Markets, LLC and its affiliates may engage in
trading activities related to the basket components that are not
for the account of holders of the notes or on their behalf.
These trading activities may present a conflict between the
holders interest in the notes and the interests we and our
affiliates will have in their proprietary accounts, in
facilitating transactions, including options and other
derivatives transactions, for their customers and in account
under their management. These trading activities, if they
influence the value of the basket components, could be adverse
to the interests of the holders of the notes.
U.S.
taxpayers will be required to pay taxes on the notes each
year
The notes will be treated as debt instruments subject to special
rules governing contingent payment debt obligations for United
States federal income tax purposes. If you are a
U.S. individual or taxable entity, you generally will be
required to pay taxes on ordinary income over the term of the
notes based on the comparable yield for the notes, even though
you will not receive any payments from us until maturity. This
comparable yield is determined solely to calculate the amounts
you will be taxed on prior to maturity and is neither a
prediction nor a guarantee of what the actual yield will be. Any
gain you may recognize on the sale or maturity of the notes will
be ordinary interest income. Any loss you may recognize upon the
sale of the notes will be ordinary loss to the extent of the
interest you included as income in the current or previous
taxable years in respect of the notes, and thereafter will be
capital loss. If you hold your notes until maturity and the
maturity payment is less than the projected payment at maturity,
the difference will first reduce interest that would otherwise
accrue in respect of the notes in such taxable year, and any
remainder will be ordinary loss to the extent of the interest
you previously accrued as income in respect of the notes, and
thereafter will be capital loss. If you are a secondary
purchaser of the notes, the tax consequences to you may be
different. You should consult your tax advisor about your own
tax situation.
For further discussion, see Taxation in the United
States below and in the accompanying prospectus supplement
and prospectus.
P-14
SPECIFIC
TERMS OF THE NOTES
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Issuer:
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Eksportfinans ASA
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Specified currency:
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U.S. Dollars
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Principal Amount per note:
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$1,000.00
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Aggregate Principal Amount:
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$[ ]
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Agent:
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Wachovia Capital Markets, LLC. The agent may make sales through
its affiliates or selling agents.
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Agent acting in the capacity as:
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Principal
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Trade Date:
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[ ]
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Original Issue Date:
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[ ]
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Maturity Date:
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[ ]. If the valuation date with respect to any
basket component is postponed, then the maturity date of the
notes will be postponed by an equal number of trading days.
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Valuation Date:
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[ ]. However, if that day occurs on a day that
is a disrupted day or that is not a trading day with respect to
one or both basket components, then the valuation date for the
affected basket component or basket components will be postponed
until the next succeeding trading day that is not a disrupted
day for those basket components; provided that in no event will
the valuation date with respect to either basket component be
postponed by more than ten trading days. The determination of
the closing price for any basket component with respect to which
the valuation date is a trading day and is not a disrupted date
will not be postponed for the purpose of calculating the
maturity payment amount. If the valuation date is postponed to
the last possible day but that day is a disrupted day, that date
will nevertheless be the valuation date.
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A
disrupted day
means any trading day on which a market
disruption event has occurred or is continuing with respect to
either basket component.
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Underlying Basket:
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The return on the notes, in excess of the principal amount, is
linked to the performance of an equally-weighted basket of
commodities and commodity indices (the
basket
) consisting
of the following six components: coal, copper and West Texas
Intermediate light sweet crude oil (
WTI Crude Oil
) (each,
a
component commodity
and together, the
component
commodities
), and the Baltic Panamax Index (
Baltic
Panamax
), the S&P GSCI Agriculture Excess Return Index
(
GSCI Agriculture
) and the S&P GSCI Livestock Excess
Return Index (
GSCI Livestock
) (each, a
component
index
, together, the
component indices
, and together
with the component commodities, the
basket components
).
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Payment at Maturity:
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At maturity, for each note you own, you will receive a cash
payment equal to the sum $1,000.00 (the principal amount) and
the basket performance amount, if any.
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Basket Performance Amount:
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The basket performance amount per note will be determined by the
calculation agent and will equal the greater of:
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(i) $0.00; and
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P-15
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(ii) $1,000.00 x
(
final
basket level − initial basket
level
)
x participation rate
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initial
basket level
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Basket Return:
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The
basket return
per note will be determined by the
calculation agent and will equal:
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$1,000.00 x
(
final
basket level − initial basket
level
)
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initial
basket level
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Initial Basket Level:
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1,000.00
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Final Basket Level:
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The sum of the products of (i) the component multiplier of
each basket component and (ii) the closing price of the
basket component on the valuation date.
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Participation Rate:
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Expected to be between 100.00% and 105.00% (to be determined on
the trade date).
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Component Multiplier:
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For each basket component, the quotient of (i) the basket
weight of each basket component
multiplied by
the initial
basket level,
divided by
(ii) the closing price of
each basket component on the trade date.
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The component multiplier, basket weight and closing price on the
trade date for each of the basket components are set forth in
the table below:
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Component
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Closing Price on
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Basket
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Commodity
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Multiplier
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the Trade Date
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Weight
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Coal
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[]
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[]
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1/6
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Copper
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[]
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[]
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1/6
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WTI Crude Oil
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[]
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[]
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1/6
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Baltic Panamax Index
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[]
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[]
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1/6
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S&P GSCI Agriculture Excess Return Index
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[]
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[]
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1/6
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S&P GSCI Livestock Excess Return Index
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[]
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[]
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1/6
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Total
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100.00%
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Closing Price:
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For each basket component on any given date, the closing price
will be determined by the calculation agent and will equal the
official closing price or cash settlement price for that basket
component on the relevant exchange or market, as follows:
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In the case of coal,
the official closing price will be that days specified
price per ton of steam coal, 6,000 kcal/kg, up to 1.00% sulphur
NAR basis, cif ARA, stated in U.S. Dollars, published under the
heading International Coal Indexes incorporating the TFS
APITM Indices: Monthly Coal Price Indexes: TFS API 2 (cif
ARA) in the issue of Argus/McCloskys Coal Price
Index Report that reports prices effective on that Pricing Date;
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In the case of
component index Baltic Panamax, the official settlement price is
published by the index publisher or its successor on such index
business day;
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In the case of WTI
Crude Oil, The U.S. dollar settlement price per barrel of West
Texas Intermediate light sweet crude oil on the New York
Mercantile Exchange (the
NYMEX
) of the first nearby
futures contract;
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P-16
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In the case of
S&P GSCI Livestock, the closing index price as reported by
S&P, or its successor;
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In the case of
S&P GSCI Agriculture, the closing index price as reported
by S&P, or its successor; and
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In the case of copper,
the official U.S. dollar settlement price per ton of
copper-Grade A on the London Metals Exchange (the
LME
)
for cash delivery.
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Market Disruption Event:
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Component commodities
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A market disruption event with respect to a component commodity,
as determined by the calculation agent in its sole discretion,
means the occurrence or existence of any of the following events:
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the failure of the
relevant exchange, market or price source to announce or publish
the closing price for a component commodity or the temporary or
permanent discontinuance or unavailability of the relevant
exchange, market or price source;
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the failure of trading
to commence, or the permanent discontinuation of trading, in the
relevant futures and forward contracts on the relevant exchange
or market or the disappearance of, or of trading in, the
relevant component commodity;
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a material change in
the formula for or the method of calculating the closing price
for a component commodity;
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a material change in
the content, composition or constitution of a component
commodity or relevant futures and forward contracts; or
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a suspension, absence
or material limitation imposed on trading in the futures and
forwards contracts or the relevant component commodity on its
respective exchange or in any additional futures contract,
options contract or component commodity on any exchange or
principal trading market as specified in the relevant agreement
or confirmation;
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or any other event, if the calculation agent determines in its
sole discretion that the event materially interferes with our
ability or the ability of our hedge counterparties or any of
their affiliates to unwind all or a material portion of a hedge
with respect to the notes that we or our hedge counterparties or
their affiliates have effected or may effect as described below
under Use of Proceeds and Hedging beginning on
page P-42.
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For this purpose, an absence of trading in the
primary exchange on which options or futures and forward
contracts related to any component commodities are traded will
not include any time when that exchange itself is closed for
trading under ordinary circumstances.
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The following events will not constitute market disruption
events with respect to the component commodities:
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A decision to
permanently discontinue trading (without implementation of such
decision) in the option or futures contract
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P-17
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relating to any component commodity on the NYMEX or the LME.
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A limitation on the
hours or numbers of days of trading that results from an
announced change in the regular business hours of the relevant
exchange will not be a market disruption event.
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With respect to the component commodities, an
exchange
means the primary organized exchange or quotation system for
trading any component commodity and any successor to any
exchange or quotation system or any substitute exchange or
quotation system to which trading in any component commodity has
temporarily relocated (provided that the calculation agent has
determined that there is comparable liquidity relative to the
component commodity on the substitute exchange or quotation
system as on the original exchange).
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Component indices
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A market disruption event with respect to the component indices,
as determined by the calculation agent in its sole discretion,
means a relevant exchange or any related exchange fails to open
for trading during its regular trading session or the occurrence
or existence of any of the following events:
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a trading disruption,
if the calculation agent determines it is material, at any time
during the one hour period that ends at the close of trading for
a relevant exchange or related exchange; or
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an exchange
disruption, if the calculation agent determines it is material,
at any time during the one hour period that ends at the close of
trading for a relevant exchange or related exchange; or
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an early closure.
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The following events will not be market disruption events with
respect to the component indices:
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a limitation on the
hours or number of days of trading, but only if the limitation
results from an announced change in the regular business hours
of the relevant market; or
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a decision to
permanently discontinue trading (without implementation of such
decision) in the option or futures contracts relating to the
component indices.
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A
trading disruption
means any suspension of or
limitation imposed on trading by the relevant exchange or
related exchange or otherwise, whether by reason of movements in
price exceeding limits permitted by the relevant exchange or
related exchange or otherwise, (i) relating to the
component indices or (ii) in options contracts or futures
contracts relating to the component indices on any relevant
related exchange.
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An
exchange disruption
means any event (other than a
scheduled early closure) that disrupts or impairs (as determined
by the calculation agent in its sole discretion) the ability of
market participants in general to effect transactions in options
contracts or futures contracts relating to the component indices
on any relevant related exchange.
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P-18
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With respect to the component indices, an
exchange
means
the primary organized exchange or quotation system for trading
derivative instruments related to any of the component indices
and any successor to any exchange or quotation system or any
substitute exchange or quotation system to which trading in the
commodity and related derivative instruments underlying the
component indices has temporarily relocated (provided that the
calculation agent has determined that there is comparable
liquidity relative to the commodities underlying the component
indices on such substitute exchange or quotation system as on
the original exchange).
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A
related exchange
means each exchange or quotation
system on which futures or options contracts relating to the
component indices are traded, any successor to such exchange or
quotation system or any substitute exchange or quotation system
to which any such trading has temporarily relocated (provided
that the calculation agent has determined that there is
comparable liquidity relative to the futures or options
contracts relating to the component indices on such temporary
substitute exchange or quotation system as on the original
related exchange).
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If a market disruption event occurs with respect to one or both
basket components, the valuation date for the affected basket
component or basket components will be postponed to the next
succeeding trading day that is not a disrupted day for those
basket components; provided that in no event will the valuation
date with respect to either basket component be postponed by
more than ten trading days. The determination of the closing
price for any basket component with respect to which the
valuation date is a trading day and is not a disrupted date will
not be postponed for the purpose of calculating the maturity
payment amount. If the valuation date is postponed to the last
possible day but that day is a disrupted day, that date will
nevertheless be the valuation date.
If the valuation date
with respect to either basket component is postponed, then the
maturity date of the notes will be postponed by an equal number
of business days.
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Adjustments to the basket components:
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Component commodities
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The composition of the basket and/or the method of determining
the closing price for each component commodity may be adjusted
from time to time by the calculation agent, in its sole
discretion, as follows:
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In the event that an
official closing price is not available for a component
commodity for whatever reason, including any discontinuance of
trading in the relevant contract by the NYMEX or the LME, then
the calculation agent may, in its sole discretion, take such
action, including adjustments to the basket or to the method of
determining such closing price as it deems appropriate. By way
of example, and without limitation, if a contract which serves
as the basis for determining the closing price of a particular
component commodity is discontinued by the exchange or market on
which it traded, the calculation agent may, in its sole
discretion, determine such closing price for that component
commodity by reference to another contract for the component
commodity traded on
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P-19
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another exchange or market or to its bid for the component
commodity for delivery on the valuation date.
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In the event that the
terms of any contract used for determining the closing price of
any component commodity are changed in a material respect by the
commodity exchange upon which the contracts trade, the
calculation agent may take such action, including adjustments to
the basket or to the method of determining the closing price of
that component commodity, as it deems appropriate. Although we
are not aware of any planned modification of the terms of any
contract, no assurance can be given that such modifications will
not occur prior to the stated maturity date.
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No adjustments will be made unless the calculation agent
determines, in its sole discretion, that such adjustment is
appropriate to maintain the validity of the closing price as an
economic benchmark for the affected component commodity. Such
adjustments, if any, may be made by the calculation agent at any
time, or from time to time, on or prior to the maturity date.
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Component indices
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If either S&P or the Baltic Exchange discontinues
publication of a component index and either S&P or the
Baltic Exchange or another entity publishes a successor or
substitute index that the calculation agent determines, in its
sole discretion, to be comparable to the discontinued component
index (a
successor index
), then, upon the calculation
agents notification of any determination to the trustee,
the paying agent and Eksportfinans, the calculation agent will
substitute the successor index as calculated by either S&P
or the Baltic Exchange or any other entity for the discontinued
component index and calculate the final basket level as
described above under Final Basket
Level. Upon any selection by the calculation agent of a
successor index, we will cause notice to be given to holders of
the notes.
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If either S&P or the Baltic Exchange discontinues
publication of a component index and:
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the calculation agent
does not select a successor index, or
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the successor index is
no longer published on any of the relevant trading days, the
calculation agent will compute a substitute level for the
component index in accordance with the procedures last used to
calculate the level of the component index before any
discontinuation but using only the commodity that composed the
component index prior to such discontinuation. If a successor
index is selected or the calculation agent calculates a level as
a substitute for the component index as described below, the
successor index or level will be used as a substitute for the
component index for all purposes going forward, including for
purposes of determining whether a market disruption event
exists, even if either S&P or the Baltic Exchange elects to
begin republishing the component index, unless the calculation
agent in its sole discretion decides to use the republished
component index.
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P-20
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If either S&P or the Baltic Exchange discontinues
publication of a component index before the valuation date and
the calculation agent determines that no successor index is
available at that time, then on each trading day until the
earlier to occur of:
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the determination of
the final basket level, or
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a determination by the
calculation agent that a successor index is available, the
calculation agent will determine the level that would be used in
computing the maturity payment amount as described in the
preceding paragraph as if that day were a trading day. The
calculation agent will cause notice of each level to be
published not less often than once each month in The Wall Street
Journal or another newspaper of general circulation, and arrange
for information with respect to these levels to be made
available by telephone.
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Notwithstanding these alternative arrangements, discontinuation
of the publication of a component index would be expected to
adversely affect the value of, liquidity of and trading in the
notes.
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If, at any time, the method of calculating the level of a
component index or the level of a successor index, changes in
any material respect, or if a component index or a successor
index is in any other way modified so that a component index or
a successor index does not, in the opinion of the calculation
agent, fairly represent the level of the component index had
those changes or modifications not been made, then, from and
after that time, the calculation agent will, at the close of
business in New York City, New York, on each date that the
closing level of the component index is to be calculated, make
any adjustments as, in the good faith judgment of the
calculation agent, may be necessary in order to arrive at a
calculation of a level of an index comparable to the component
index or a such successor index, as the case may be, as if those
changes or modifications had not been made, and calculate the
closing level with reference to the component index or that
successor index, as so adjusted. Accordingly, if the method of
calculating the component index or a successor index is modified
and has a dilutive or concentrative effect on the level of that
index, e.g., due to a split, then the calculation agent will
adjust such index in order to arrive at a level of that index as
if it had not been modified, e.g., as if a split had not
occurred.
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Neither the calculation agent nor Eksportfinans will have any
responsibility for good faith errors or omissions in calculating
or disseminating information regarding the component indices or
any successor index or as to modifications, adjustments or
calculations by either S&P or the Baltic Exchange or any
successor index sponsor in order to arrive at the levels of the
component indices or any successor indices.
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Calculation Agent:
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Wachovia Bank, N.A.
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Business Day:
|
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For purposes of this issuance, a business day means a Monday,
Tuesday, Wednesday, Thursday or Friday that is not a day on
which banking institutions in The City of New York generally are
authorized or obligated by law, regulation or executive order to
close.
|
P-21
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Trading Day:
|
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For purposes of this issuance, a trading day means a day on
which each exchange is scheduled to open for its respective
regular trading sessions.
|
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Tax Redemption:
|
|
No
|
|
Additional Amounts Payable:
|
|
No
|
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Authorized Denominations:
|
|
$1,000.00 and integral multiples of $1,000.00 in excess thereof
|
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Form of Notes:
|
|
Book-entry
|
|
Listing:
|
|
The notes will not be listed or displayed on any securities
exchange or any electronic communications network.
|
|
Events of Default and Acceleration:
|
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If the maturity of the notes is accelerated upon an event of
default under the indenture referenced in the accompanying
prospectus, the amount payable upon acceleration will be
determined by the calculation agent. Such amount will be the
redemption amount calculated as if the date of declaration of
acceleration were the valuation date.
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The notes are not renewable notes, index linked notes or
amortizing notes, each as described in the prospectus
supplement. The notes are zero coupon notes and, as such, do not
pay interest. In addition, there is no optional redemption or
extension of maturity in connection with the notes.
Capitalized terms used in this pricing supplement without
definition have the meanings given to them in the accompanying
prospectus supplement and prospectus.
P-22
ADDITIONAL
INFORMATION
Calculation
agent
We have initially appointed Wachovia Bank, N.A. as calculation
agent. Unless there is manifest error, these determinations by
the calculation agent shall be final and binding on us and the
holders of the notes.
THE
BASKET
The basket is an equally-weighted basket of the following six
commodities and commodity indices: coal, copper, WTI Crude Oil,
the Baltic Panamax Index, the S&P GSCI Agriculture Excess
Return Index and the S&P GSCI Livestock Excess Return
Index. We have obtained all information on the basket components
and the basket component values from public sources, without
independent verification.
The
Baltic Panamax Index
The Baltic Panamax Index (
BPI
) is a measure of the cost
to ship dry-bulk cargo on Panamax vessels and is calculated from
the weighted, average rates on major routes, both voyage and
timecharter, as assessed by a panel of brokers. Ships classified
as Panamax are of the maximum dimensions that will fit through
the locks of the Panama Canal.
The Baltic Panamax Index is one of the four sib-indices of the
Baltic Dry Index (
BDI
). The Baltic Dry Index was
developed by the Baltic Exchange and is calculated, maintained
and published by the Baltic Exchange and is a leading indicator
of the global dry cargo freight market, designed to measure
changes in the cost of transporting dry bulk material such as
grain, coal, iron ore and industrial metals by sea. The BDI is
an equally-weighted composite index of four sub-indices devoted
to different sizes of dry bulk carriers (Baltic Capesize Index,
Baltic Panamax Index, Baltic Supramax Index and Baltic Handysize
Index), which together cover approximately 30 shipping routes
measured on a timecharter ($/day) or voyage ($/tonne) basis. The
BDI was first published on November 1, 1999 as the
successor to the Baltic Freight Index which commenced
publication on January 4, 1985. You can obtain the level of
the Baltic Dry Index on the Bloomberg website at
http://quote.bloomberg.com/apps/quote?ticker=bdiy&exch=IND&x=15&y=11.
The Bloomberg website is being provided for reference purposes
only. The level of the BDI will be determined for purposes of
this pricing supplement based on the prices published by the
Baltic Exchange, the publisher of the BDI.
The Baltic Exchange is a global marketplace of shipbrokers, ship
owners and charterers, based in London, England. The Baltic
Exchange provides freight indices and route assessments and also
operates as a maker of markets in freight derivatives,
specifically a type of forward contract known as forward freight
agreements (
FFA
s) that are traded over the counter.
The Freight Indices and Futures Committee (
FIFC
) at the
Baltic Exchange is responsible for production of the BDI and
other freight indices published by the Baltic Exchange,
utilizing the professional assessments made by a panel of
reporting shipbrokers on the prevailing open market levels. In
compiling any of the sub-indices, the FIFC selects the component
routes and determines their weightings with a goal of producing
a weighted basket of routes which is as representative as
possible of the worlds principal bulk cargo trades for
that sub-index. The daily level of the sub-index is based on the
average assessment made by all reporting panellists of the
current market rate with respect to each route included in the
sub-index and the applicable weighting for such route. The
publication of the BDI and other freight indices of the Baltic
Exchange is governed by the following rules.
Publication.
The component sub-indices of the
BDI and the BDI will normally be published by the Baltic
Exchange at approximately 1 p.m. London time on each
business day. The Baltic Exchange may delay or cancel
publication of the indices and routes if considered necessary or
desirable. The Baltic Exchange provides route and index data
only if it is fully satisfied that sufficient assessments from
an adequate quorum of its reporting panelists have been
received. If there are not sufficient panelists able or willing
to report their assessments on any route or index then the
Baltic Exchange has the right not to report on that day or any
subsequent days until an adequate quorum has been assembled.
The Panel.
The Baltic Exchange appoints a
panel of shipbroker companies from its members. The Baltic
Exchange may change the number of panelists and the composition
of the panel at any time but aims to have panels
P-23
consisting of at least seven panelists per index. As of July
2007, the number of panelists on each of the four sub-indices of
the BDI ranges from 12 to 22.
The Routes.
The Baltic Exchange has the right
to decide which routes are to be included and may alter the
composition of the routes from time to time. Since September
2002, all panelists returns have been included in
establishing the average assessment on dry routes. Prior to that
date, both the highest and lowest returns were excluded.
Weightings.
The Baltic Exchange from time to
time decides the weighting applied to any route for the purpose
of ascertaining its contribution to an index.
Weighting Factors.
For the purpose of
calculating the indices, the average rate for each route will be
multiplied by the weighting factor for that route. The weighting
factor for each route is ascertained by the Baltic Exchange and
may be adjusted by the Baltic Exchange to take account of
alterations to routes or route weightings.
Alterations to the Indices.
No more than one
route will be removed from an index at any one time. If a route
is removed, one or more routes may be substituted for it.
The weighting of an existing route will not be altered by more
than an amount equal to 25% of its existing weighting or 2.5% of
the index at the date of the decision to make the alteration,
whichever is the larger. No such limitation will apply to routes
that are removed from or added to an index.
Any one alteration to an index will not result in an adjustment
of more than 5% in the regional or commodity composition of a
given index. The meaning of region and
commodity for this purpose will be in the absolute
discretion of the Baltic Exchange.
When an alteration is made, a revised set of weighting factors
will be applied to the routes, so that the new index will have
the same level as the old index at the date of the alteration.
The dry cargo freight market is sensitive to a variety of
external variables, the most important of which include the
following:
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Fleet supply:
The number and types of ships
available have a significant impact on the dry freight market.
The recent short supply of bulk ships, even as compared to oil
tankers or container ships, has driven up the dry bulk cargo
rates.
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Commodity demand:
The level of industrial
production significantly affects the dry freight market. The
pace of industrial development in China, India and other
developing countries has compelled those countries to look
farther for resources.
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Seasonal pressures:
The weather has a
meaningful impact on the dry cargo freight market, from the size
of agricultural harvests to river levels or presence of ice in
ports that can cause delays.
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Fuel prices:
With bunker fuel accounting for
between one quarter and one third of the cost of operating a
vessel, oil price movements significantly affect the dry cargo
freight market.
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The notes are not sponsored, endorsed, sold or promoted by The
Baltic Exchange. The Baltic Exchange makes no representation or
warranty, express or implied, to the owners of the notes or any
member of the public regarding the advisability of investing in
the notes. The Baltic Exchange will not accept any liability for
any loss incurred in any way whatsoever by any person who seeks
to rely on the information contained herein.
Historical
closing levels of the Baltic Panamax Index
The following table sets forth the published high and low
closing levels of the Baltic Panamax Index as well as closing
levels of the Baltic Panamax Index at the end of each quarter
from January 1, 2004 through March 31, 2008 and the
period from April 1, 2008 through April 14, 2008. On
April 14, 2008, the closing level of the Baltic Panamax
Index was 8,079.00. This historical data on the Baltic Panamax
Index is not indicative of the future levels of the Baltic
Panamax Index or what the market value of the notes may be. Any
historical upward or downward trend in the
P-24
level of the Baltic Panamax Index during any period set forth
below is not any indication that the level of the Baltic Panamax
Index is more or less likely to increase or decrease at any time
during the term of the notes.
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Quarter-End
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Quarter-Start Date
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Quarter-End Date
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High Intra-Day Price
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Low Intra-Day Price
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Closing Price
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01/01/2004
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03/31/2004
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$
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5,586.00
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$
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4,437.00
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$
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4,989.00
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04/01/2004
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06/30/2004
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4,966.00
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2,329.00
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2,738.00
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07/01/2004
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09/30/2004
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4,126.00
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2,876.00
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4,014.00
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10/01/2004
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12/31/2004
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6,110.00
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4,018.00
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4,438.00
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01/01/2005
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03/31/2005
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4,956.00
|
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4,019.00
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4,625.00
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04/01/2005
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06/30/2005
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4,548.00
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2,406.00
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2,406.00
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07/01/2005
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09/30/2005
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2,963.00
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1,488.00
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2,606.00
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10/01/2005
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12/31/2005
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2,874.00
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2,260.00
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2,321.00
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01/01/2006
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03/31/2006
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2,543.00
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1,841.00
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2,327.00
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04/01/2006
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06/30/2006
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3,038.00
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2,157.00
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3,038.00
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07/01/2006
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09/30/2006
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4,247.00
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2,762.00
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3,881.00
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10/01/2006
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12/31/2006
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4,394.00
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3,594.00
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4,258.00
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01/01/2007
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03/31/2007
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5,080.00
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3,923.00
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5,003.00
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04/01/2007
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06/30/2007
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6,426.00
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5,016.00
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6,426.00
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07/01/2007
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09/30/2007
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9,488.00
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6,477.00
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9,410.00
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10/01/2007
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12/31/2007
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11,713.00
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8,277.00
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|
8,277.00
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01/01/2008
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03/31/2008
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8,630.00
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5,517.00
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7,867.00
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04/01/2008
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04/14/2008
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|
8,079.00
|
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7,546.00
|
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|
|
8,079.00
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The
S&P GSCI Indices
The following is a description of both the S&P GSCI
Agriculture Excess Return Index and the S&P GSCI Livestock
Excess Return Index. We have obtained all information regarding
the S&P GSCI Agriculture Excess Return Index and the
S&P GSCI Livestock Excess Return Index contained in this
pricing supplement, including their
make-up,
method of calculation and changes in their components, from
publicly available information. That information reflects the
policies of, and is subject to change by, S&P.
Standard & Poors has no obligation to continue
to publish, and may discontinue publication of, the S&P
GSCI Agriculture Excess Return Index and the S&P GSCI
Livestock Excess Return Index at any time. We make no
representation or warranty as to the accuracy or completeness of
such information. You, as an investor in the notes, should make
your own investigations into the S&P GSCI Agriculture
Excess Return Index and the S&P GSCI Livestock Excess
Return Index and S&P.
The GSCI Agriculture and the GSCI Livestock are two Component
Commodities. Each of the Indices is a constituent of the larger
S&P Goldman Sachs Commodity Index (GSCI). The
GSCI and the Indices are published by Standard &
Poors, a division of The McGraw-Hill Companies
(S&P) and are determined, composed and
calculated by S&P without regard to the notes.
The Indices reflect the excess returns that are potentially
available through an unleveraged investment in the futures
contracts relating to the various components of the GSCI. Since
the GSCI is the parent index of the Indices, the methodology for
compiling the GSCI relates as well to the methodology of
compiling the Indices.
The GSCI is a proprietary index that Goldman, Sachs &
Co. (Goldman, Sachs) developed. Effective
February 8, 2007, The Goldman Sachs Group, Inc. (GS
Group) completed a transaction with S&P by which GS
Group sold to S&P all of the rights of Goldman, Sachs in
the GSCI and all related indices, as well as certain
intellectual property related to the GSCI. According to publicly
available information, as of that date, Goldman, Sachs no longer
owned the Indices and is no longer responsible for the
calculation, publication or administration of the Indices, or
for any changes to the methodology. As a result, all decisions
with respect to the Indices will be made, and the related
actions will be taken, solely by S&P. Goldman, Sachs will
have no control over any matters related to the Indices.
The S&P GSCI Agriculture Index Excess Return was formerly
known as the GSCI Agriculture Index Excess Return. The S&P
GSCI Livestock Index Excess Return was formerly known as the
GSCI Livestock Index Excess Return.
P-25
The
S&P GSCI Agriculture Excess Return Index
The S&P GSCI Agriculture Excess Return Index reflects the
excess returns that are potentially available through an
unleveraged investment in the agricultural commodities futures
contracts of the S&P GSCI. The GSCI Agriculture Index is a
sub-index of the S&P GSCI Excess Return Index, and that
index is a sub-index of the S&P GSCI. The GSCI Agriculture
Index is comprised solely of those agricultural commodities
futures contracts included in the S&P GSCI Excess Return
Index. For a description of how contracts are selected for the
S&P GSCI and a discussion of the S&P GSCI in general,
see below under The S&P GSCI Excess
Return Index and the S&P GSCI.
Value
of the GSCI Agriculture Excess Return Index
The value of the GSCI Agriculture Index on any given day is
calculated in the same manner as the S&P GSCI Excess Return
Index (described below) except that (i) the daily contract
reference prices, the contract production weight (
CPW
)
and roll weights used in performing such calculations are
limited to those of the S&P GSCI agricultural commodities
included in the GSCI Agriculture Index; and (ii) the GSCI
Agriculture Index has a separate normalizing constant.
The commodities included in the GSCI Agriculture Index and their
weightings on April 14, 2008 are:
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Commodity
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Weighting
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Corn
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27.47%
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Chicago Wheat
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29.07%
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Kansas Wheat
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7.01%
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Soybeans
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16.95%
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Sugar #11
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7.58%
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Cocoa
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4.00%
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Coffee C
|
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6.31%
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Cotton #2
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27.47%
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Total:
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100.00%
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The
S&P GSCI Livestock Excess Return Index
The S&P GSCI Livestock Excess Return Index reflects the
excess returns that are potentially available through an
unleveraged investment in the livestock commodities futures
contracts of the S&P GSCI. The S&P GSCI Livestock
Excess Return Index is a sub-index of the S&P GSCI Excess
Return Index, and that index is a sub-index of the S&P
GSCI. The S&P GSCI Livestock Excess Return Index is
comprised solely of those livestock commodities futures
contracts included in the S&P GSCI Excess Return Index. For
a description of how contracts are selected for the S&P
GSCI and a discussion of the S&P GSCI in general, see below
under The S&P GSCI Excess Return Index
and the S&P GSCI.
Value
of the GSCI Livestock Excess Return Index
The value of the GSCI Livestock Excess Return Index on any given
day is calculated in the same manner as the S&P GSCI Excess
Return Index (described below) except that (i) the daily
contract reference prices, the contract production weight
(
CPW
) and roll weights used in performing such
calculations are limited to those of the S&P GSCI Livestock
commodities included in the GSCI Livestock Index; and
(ii) the GSCI Livestock Index has a separate normalizing
constant.
P-26
The commodities included in the GSCI Livestock Index and their
weightings on April 14, 2008 are:
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Commodity
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Weighting
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Lean Hogs
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33.33%
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Live Cattle
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55.42%
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Feeder Cattle
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11.25%
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Total:
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100.00%
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The
Components of the S&P GSCI Indices
The components of the S&P GSCI Indices and their relative
weightings, among other matters, may change during the term of
the notes. The
roll weight
of each commodity reflects the
fact that the positions in contracts must be liquidated or
rolled forward into more distant contract expirations as they
approach expiration. If actual positions in the relevant markets
were rolled forward, the roll would likely need to take place
over a period of days. Since the GSCI Agriculture and the GSCI
Livestock indices are designed to replicate the performance of
actual investments in the underlying contracts, the rolling
process incorporated in the GSCI Agriculture and the GSCI
Livestock indices also takes place over a period of days at the
beginning of each month (referred to as the roll period). On
each day of the roll period, the roll weights of the
first nearby contract expirations on a particular commodity and
the more distant contract expiration into which it is rolled are
adjusted, so that the hypothetical position in the contract on
the commodity that is included in either the GSCI Agriculture
Index or GSCI Livestock Index is gradually shifted from the
first nearby contract expiration to the more distant contract
expiration.
The simplest way to think of the process is as rolling from one
basket of nearby futures (the first nearby basket) to a basket
of futures contracts that are further from expiration (the
second nearby basket). The GSCI Agriculture Index or the GSCI
Livestock Index is calculated as though these rolls occur at the
end of each day during the roll period at the daily settlement
prices. The portfolio is shifted from the first to the second
nearby baskets at a rate of 20% per day for the five days of the
roll period. Until just before the end of the first day of the
roll period, the entire S&P GSCI portfolio consists of the
first nearby basket of commodity futures. At the end of the
first day of the roll period, the portfolio is adjusted so that
20% of the contracts held are in the second nearby basket (i.e.,
a basket of future contracts that are further from maturity),
with 80% remaining in the first nearby basket.
The roll process continues on the second, third and fourth days
of the roll period, with relative weights of first to second
nearby baskets of 60%/40%, 40%/60%, and 20%/80%. At the end of
the fifth day of the roll period, the last of the old first
nearby basket is exchanged, completing the roll and leaving the
entire portfolio in what we have been calling the second nearby
basket. At this time, this former second nearby basket becomes
the new first nearby basket, and a new second nearby basket is
formed (with futures maturities further in the future) for use
in the next months roll.
The last key point to be made about the roll process is to
specify exactly what the 80%/20% or other relative splits
between nearby baskets mean. The roll percentages refer to
contracts or quantities, not value. Taking the first day of the
roll as an example, just before the roll takes place at the end
of the day, the S&P GSCI consists of the first nearby
basket. That portfolio, constructed the night before and held
throughout the first day of the roll period, has a dollar value.
For the roll, that dollar value is distributed across the first
and second nearby baskets such that the number of contracts or
the quantity of the first nearby basket is 80% of the total and
the quantity held of the second nearby basket is 20% of the
total.
The dollar value held of each nearby basket can then be
calculated from those quantity weights by multiplying them by
the prices of the futures contracts contained in each basket. As
the baskets contain futures with different maturities for some
of the commodities, the prices are generally close but not
exactly the same. Hence, the percentage of the portfolio value
(i.e., dollar weight) held in each basket is generally close to,
but not exactly equal to, the 80%/20% or other relative splits
specified for the quantities. The world-production weighting of
the S&P GSCI is accomplished by keeping the quantity
weights of the individual commodities within each basket
proportional to world production weights, which are averages of
historical production levels and are generally updated every
year.
P-27
The
S&P GSCI Excess Return Index and the S&P
GSCI
The S&P GSCI Excess Return Index, originally established in
May 1991 by The Goldman Sachs Group, Inc. and subsequently
purchased by Standard & Poors in early 2007,
reflects the excess returns that are potentially available
through an unleveraged investment in the contracts composing the
S&P GSCI. The S&P GSCI is a proprietary index that
S&P calculates. The value of the S&P GSCI, on any
given day, reflects
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the price levels of the contracts included in the S&P GSCI
(which represents the value of the S&P GSCI); and
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the contract daily return, which is the percentage
change in the total dollar weight of the S&P GSCI from the
previous day to the current day.
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Each of these components is described below.
The S&P GSCI is an index on a production weighted basket of
principal non-financial commodities (i.e., physical commodities)
that satisfy specified criteria. The S&P GSCI is designed
to be a measure of the performance over time of the markets for
these commodities. The only commodities represented in the
S&P GSCI are those physical commodities on which active and
liquid contracts are traded on trading facilities in major
industrialized countries. The commodities included in the
S&P GSCI are weighted, on a production basis, to reflect
the relative significance (in the view of S&P, in
consultation with the Policy Committee, as described below) of
such commodities to the world economy. The fluctuations in the
value of the S&P GSCI are intended generally to correlate
with changes in the prices of such physical commodities in
global markets. The S&P GSCI was established in 1991 and
has been normalized so that its hypothetical level on
January 2, 1970 was 100. Futures contracts on the S&P
GSCI, and options on such futures contracts, are currently
listed for trading on the Chicago Mercantile Exchange.
Set forth below is a summary of the composition of and the
methodology used to calculate the S&P GSCI as of the date
of this Pricing Supplement. The methodology for determining the
composition and weighting of the S&P GSCI and for
calculating its value is subject to modification in a manner
consistent with the purposes of the S&P GSCI, as described
below. Standard & Poors makes the official
calculations of the S&P GSCI. At present, this calculation
is performed continuously and is reported on Reuters
page GSCI (or any successor or replacement page) and is
updated on Reuters at least once every three minutes during
business hours on each day on which the offices of
Standard & Poors in New York City are open for
business, which we refer to as a S&P GSCI Business Day for
the purposes of this description. The settlement price for the
S&P GSCI Excess Return Index is also reported on Reuters
page GSCI (or any successor or replacement page) at the end
of each S&P GSCI Business Day.
Standard & Poors, and certain of its affiliates,
will trade the contracts composing the S&P GSCI or any of
its sub-indexes, as well as the underlying commodities and other
derivative instruments thereon, for their proprietary accounts
and other accounts under their management. There may be
conflicts of interest between you and Standard &
Poors. See Risk Factors Potential
conflicts of interest could arise on
page P-14.
In light of the rapid development of electronic trading
platforms and the potential for significant shifts in liquidity
between traditional exchanges and such platforms, S&P has
undertaken a review of both the procedures for determining the
contracts to be included in the S&P GSCI and the procedures
for evaluating available liquidity on an intra-year basis in
order to provide S&P GSCI market participants with
efficient access to new sources of liquidity and the potential
for more efficient trading. In particular, S&P, in
consultation with the Policy Committee described below, is
examining the conditions under which an instrument traded on an
electronic platform, rather than a traditional futures contract
traded on a traditional futures exchange, should be permitted to
be included in the S&P GSCI and how the composition of the
S&P GSCI should respond to rapid shifts in liquidity
between such instruments and contracts currently included in the
S&P GSCI. Any changes made to the S&P GSCI composition
or methodology as a result of this examination will be announced
by S&P and provided in a written statement to any investor
upon request to the calculation agent.
P-28
Composition
of the S&P GSCI
In order to be included in the S&P GSCI, a contract must
satisfy the following eligibility criteria:
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The contract must be in respect of a physical commodity and not
a financial commodity.
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In addition, the contract must:
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have a specified expiration or term or provide in some other
manner for delivery or settlement at a specified time, or within
a specified period, in the future; and
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at any given point in time, be available for trading at least
five months prior to its expiration or such other date or time
period specified for delivery or settlement.
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The commodity must be the subject of a contract that:
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is denominated in U.S. dollars;
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is traded on or through an exchange, facility or other platform
(referred to as a
trading facility
) that has its
principal place of business or operations in a country which is
a member of the Organization for Economic Cooperation and
Development and that:
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makes price quotations generally available to its members or
participants (and, if S&P is not such a member or
participant, to S&P) in a manner and with a frequency that
is sufficient to provide reasonably reliable indications of the
level of the relevant market at any given point in time;
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makes reliable trading volume information available to S&P
with at least the frequency required by S&P to make the
monthly determinations;
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accepts bids and offers from multiple participants or price
providers; and
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is accessible by a sufficiently broad range of participants.
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The price of the relevant contract that is used as a reference
or benchmark by market participants (referred to as the
daily
contract reference price
) generally must have been available
on a continuous basis for at least two years prior to the
proposed date of inclusion in the S&P GSCI. In appropriate
circumstances, however, S&P, in consultation with the
Policy Committee, may determine that a shorter time period is
sufficient or that historical daily contract reference prices
for such contract may be derived from daily contract reference
prices for a similar or related contract. The daily contract
reference price may be (but is not required to be) the
settlement price or other similar price published by the
relevant trading facility for purposes of margining transactions
or for other purposes.
At and after the time a contract is included in the S&P
GSCI, the daily contract reference price for such contract must
be published between 10:00 A.M. and 4:00 P.M., New
York City time, on each business day relating to such contract
by the trading facility on or through which it is traded and
must generally be available to all members of, or participants
in, such facility (and, if S&P is not such a member or
participant, to S&P) on the same day from the trading
facility or through a recognized third-party data vendor. Such
publication must include, at all times, daily contract reference
prices for at least one expiration or settlement date that is
five months or more from the date the determination is made, as
well as for all expiration or settlement dates during such
five-month period.
For a contract to be eligible for inclusion in the S&P
GSCI, volume data with respect to such contract must be
available for at least the three months immediately preceding
the date on which the determination is made.
A contract that is:
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|
|
not included in the S&P GSCI at the time of determination
and that is based on a commodity that is not represented in the
S&P GSCI at such time must, in order to be added to the
S&P GSCI at such time, have a total dollar value traded,
over the relevant period, as the case may be and annualized, of
at least U.S. $15 billion. The total dollar value
traded is the dollar value of the total quantity of the
commodity underlying transactions in the relevant contract over
the period for which the calculation is made, based on the
average of the daily contract reference prices on the last day
of each month during the period.
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P-29
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|
|
already included in the S&P GSCI at the time of
determination and that is the only contract on the relevant
commodity included in the S&P GSCI must, in order to
continue to be included in the S&P GSCI after such time,
have a total dollar value traded, over the relevant period, as
the case may be and annualized, of at least
U.S. $5 billion and at least
U.S. $10 billion during at least one of the three most
recent annual periods used in making the determination.
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|
not included in the S&P GSCI at the time of determination
and that is based on a commodity on which there are one or more
contracts already included in the S&P GSCI at such time
must, in order to be added to the S&P GSCI at such time,
have a total dollar value traded, over the relevant period, as
the case may be and annualized of at least
U.S. $30 billion.
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|
|
already included in the S&P GSCI at the time of
determination and that is based on a commodity on which there
are one or more contracts already included in the S&P GSCI
at such time must, in order to continue to be included in the
S&P GSCI after such time, have a total dollar value traded,
over the relevant period, as the case may be and annualized, of
at least U.S. $10 billion and at least
U.S. $20 billion during at least one of the three most
recent annual periods used in making the determination.
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already included in the S&P GSCI at the time of
determination must, in order to continue to be included after
such time, have a reference percentage dollar weight of at least
0.10%. The reference percentage dollar weight of a contract is
determined by multiplying the CPW of a contract by the average
of its daily contract reference prices on the last day of each
month during the relevant period. These amounts are summed for
all contracts included in the S&P GSCI and each
contracts percentage of the total is then determined.
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|
not included in the S&P GSCI at the time of determination
must, in order to be added to the S&P GSCI at such time,
have a reference percentage dollar weight of at least 1.00%.
|
In the event that two or more contracts on the same commodity
satisfy the eligibility criteria,
|
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|
such contracts will be included in the S&P GSCI in the
order of their respective total quantity traded during the
relevant period (determined as the total quantity of the
commodity underlying transactions in the relevant contract),
with the contract having the highest total quantity traded being
included first, provided that no further contracts will be
included if such inclusion would result in the portion of the
S&P GSCI attributable to such commodity exceeding a
particular level.
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|
If additional contracts could be included with respect to
several commodities at the same time, that procedure is first
applied with respect to the commodity that has the smallest
portion of the S&P GSCI attributable to it at the time of
determination. Subject to the other eligibility criteria set
forth above, the contract with the highest total quantity traded
on such commodity will be included. Before any additional
contracts on the same commodity or on any other commodity are
included, the portion of the S&P GSCI attributable to all
commodities is recalculated. The selection procedure described
above is then repeated with respect to the contracts on the
commodity that then has the smallest portion of the S&P
GSCI attributable to it.
|
The contracts currently included in the S&P GSCI are all
futures contracts traded on the NYMEX, the LME, the
IntercontinentalExchange (
ICE
) Futures
U.S. (ICE-US), ICE Futures Europe (ICE-UK), (IPE), the
Chicago Mercantile Exchange (CME), the Chicago Board of Trade
(CBT), the Kansas City Board of Trade (KBT) and the Commodities
Exchange Inc. (CMX).
P-30
The futures contracts currently included in the S&P GSCI,
their percentage dollar weights (
PDW
), their market
symbols, the exchanges on which they are traded and their
contract production weights for 2008 are:
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Commodity
|
|
Current PDW*
|
|
|
Market Symbol
|
|
|
Exchange
|
|
|
2008 CPW
|
|
|
Copper
|
|
|
3.14
|
%
|
|
|
IC
|
|
|
|
LME
|
|
|
|
15.46
|
|
Aluminum
|
|
|
2.50
|
%
|
|
|
IA
|
|
|
|
LME
|
|
|
|
34.92
|
|
Zinc
|
|
|
0.52
|
%
|
|
|
IZ
|
|
|
|
LME
|
|
|
|
9.67
|
|
Nickel
|
|
|
0.82
|
%
|
|
|
IN
|
|
|
|
LME
|
|
|
|
1.20
|
|
Lead
|
|
|
0.47
|
%
|
|
|
IL
|
|
|
|
LME
|
|
|
|
6.75
|
|
Oil (WTI Crude Oil)
|
|
|
38.92
|
%
|
|
|
WTI
|
|
|
|
NYMEX
|
|
|
|
14,822.00
|
|
Natural Gas
|
|
|
6.90
|
%
|
|
|
NG
|
|
|
|
NYMEX
|
|
|
|
28,870.60
|
|
Oil (RBOB Gasoline)
|
|
|
4.39
|
%
|
|
|
RB
|
|
|
|
NYMEX
|
|
|
|
66,013.97
|
|
Oil (No. 2 Heating Oil, NY)
|
|
|
5.17
|
%
|
|
|
HO
|
|
|
|
NYMEX
|
|
|
|
69,165.06
|
|
Oil (Brent Crude Oil)
|
|
|
13.87
|
%
|
|
|
BRT
|
|
|
|
ICE-UK
|
|
|
|
5,373.65
|
|
Oil (Gasoil)
|
|
|
5.15
|
%
|
|
|
GO
|
|
|
|
ICE-UK
|
|
|
|
216.25
|
|
Gold
|
|
|
1.79
|
%
|
|
|
GC
|
|
|
|
CMX
|
|
|
|
81.53
|
|
Silver
|
|
|
0.26
|
%
|
|
|
SI
|
|
|
|
CMX
|
|
|
|
605.72
|
|
Corn
|
|
|
3.58
|
%
|
|
|
C
|
|
|
|
CBT
|
|
|
|
25,047.14
|
|
Wheat (Chicago Wheat)
|
|
|
3.79
|
%
|
|
|
W
|
|
|
|
CBT
|
|
|
|
17,608.84
|
|
Wheat (Kansas Wheat)
|
|
|
0.91
|
%
|
|
|
KW
|
|
|
|
KBT
|
|
|
|
4,038.44
|
|
Soybeans
|
|
|
2.21
|
%
|
|
|
S
|
|
|
|
CBT
|
|
|
|
6,727.53
|
|
Sugar #11
|
|
|
0.99
|
%
|
|
|
SB
|
|
|
|
ICE-US
|
|
|
|
321,233.70
|
|
Cocoa
|
|
|
0.21
|
%
|
|
|
CC
|
|
|
|
ICE-US
|
|
|
|
3.48
|
|
Coffee C
|
|
|
0.52
|
%
|
|
|
KC
|
|
|
|
ICE-US
|
|
|
|
16,531.10
|
|
Cotton #2
|
|
|
0.82
|
%
|
|
|
CT
|
|
|
|
ICE-US
|
|
|
|
44,904.52
|
|
Lean Hogs
|
|
|
1.03
|
%
|
|
|
LH
|
|
|
|
CME
|
|
|
|
60,793.40
|
|
Live Cattle
|
|
|
1.72
|
%
|
|
|
LC
|
|
|
|
CME
|
|
|
|
80,690.59
|
|
Feeder Cattle
|
|
|
0.35
|
%
|
|
|
FC
|
|
|
|
CME
|
|
|
|
13,826.24
|
|
|
|
|
*
|
|
Percentage dollar weights as of April 14, 2008.
|
The quantity of each of the contracts included in the S&P
GSCI is determined on the basis of a five-year average (referred
to as the world production average) of the
production quantity of the underlying commodity as published by
the United Nations Statistical Yearbook, the Industrial
Commodity Statistics Yearbook and other official sources.
However, if a commodity is primarily a regional commodity, based
on its production, use, pricing, transportation or other
factors, S&P, in consultation with the Policy Committee,
may calculate the weight of such commodity based on regional,
rather than world, production data. At present, natural gas is
the only commodity the weights of which are calculated on the
basis of regional production data, with the relevant region
defined as North America.
The five-year moving average is updated annually for each
commodity included in the S&P GSCI, based on the most
recent five-year period (ending approximately two years prior to
the date of calculation and moving backwards) for which complete
data for all commodities is available. The contract production
weights, or CPWs, used in calculating the GSCI are derived from
world or regional production averages, as applicable, of the
relevant commodities, and are calculated based on the total
quantity traded for the relevant contract and the world or
regional production average, as applicable, of the underlying
commodity. However, if the volume of trading in the relevant
contract, as a multiple of the production levels of the
commodity, is below specified thresholds, the CPW of the
contract is reduced until the threshold is satisfied. This is
designed to ensure that trading in each such contract is
sufficiently liquid relative to the production of the commodity.
P-31
In addition, S&P performs this calculation on a monthly
basis and, if the multiple of any contract is below the
prescribed threshold, the composition of the S&P GSCI is
reevaluated, based on the criteria and weighting procedure
described above. This procedure is undertaken to allow the
S&P GSCI to shift from contracts that have lost substantial
liquidity into more liquid contracts, during the course of a
given year. As a result, it is possible that the composition or
weighting of the S&P GSCI will change on one or more of
these monthly evaluation dates. In addition, regardless of
whether any changes have occurred during the year, S&P
reevaluates the composition of the S&P GSCI, in
consultation with the Policy Committee, at the conclusion of
each year, based on the above criteria. Other commodities that
satisfy such criteria, if any, will be added to the S&P
GSCI. Commodities included in the S&P GSCI which no longer
satisfy such criteria, if any, will be deleted.
Standard & Poors, in consultation with the
Policy Committee, also determines whether modifications in the
selection criteria or the methodology for determining the
composition and weights of and for calculating the S&P GSCI
are necessary or appropriate in order to assure that the
S&P GSCI represents a measure of commodity market
performance. Standard & Poors has the discretion
to make any such modifications, in consultation with the Policy
Committee. Upon request, S&P will disclose to any investor
any such modifications that are made. Requests should be
directed to the calculation agent at the following address: 55
Water Street, New York, NY 10041.
Contract
expirations
Because the S&P GSCI comprises actively traded contracts
with scheduled expirations, it can only be calculated by
reference to the prices of contracts for specified expiration,
delivery or settlement periods, referred to as contract
expirations. The contract expirations included in the
S&P GSCI for each commodity during a given year are
designated by S&P, in consultation with the Policy
Committee, provided that each such contract must be an
active contract. An active contract for
this purpose is a liquid, actively traded contract expiration,
as defined or identified by the relevant trading facility or, if
no such definition or identification is provided by the relevant
trading facility, as defined by standard custom and practice in
the industry.
If a trading facility deletes one or more contract expirations,
the S&P GSCI will be calculated during the remainder of the
year in which such deletion occurs on the basis of the remaining
contract expirations designated by S&P. If a trading
facility ceases trading in all contract expirations relating to
a particular contract, S&P may designate a replacement
contract on the commodity. The replacement contract must satisfy
the eligibility criteria for inclusion in the S&P GSCI. To
the extent practicable, the replacement will be effected during
the next monthly review of the composition of the S&P GSCI.
If that timing is not practicable, S&P will determine the
date of the replacement and will consider a number of factors,
including the differences between the existing contract and the
replacement contract with respect to contractual specifications
and contract expirations.
Value of
the S&P GSCI
The value of the S&P GSCI on any given day is equal to the
total dollar weight of the S&P GSCI divided by a
normalizing constant that assures the continuity of the S&P
GSCI over time. The total dollar weight of the S&P GSCI is
the sum of the dollar weights of each of the underlying
commodities. The dollar weight of each such commodity on any
given day is equal to:
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|
the daily contract reference price,
|
|
|
|
multiplied by the appropriate CPWs, and
|
|
|
|
during a roll period, the appropriate roll weights.
|
The daily contract reference price used in calculating the
dollar weight of each commodity on any given day is the most
recent daily contract reference price made available by the
relevant trading facility, except that the daily contract
reference price for the most recent prior day will be used if
the exchange is closed or otherwise fails to publish a daily
contract reference price on that day. In addition, if the
trading facility fails to make a daily contract reference price
available or publishes a daily contract reference price that, in
the reasonable judgment of S&P, reflects manifest error,
the relevant calculation will be delayed until the price is made
available or corrected; provided that, if the price is not made
available or corrected by 4:00 P.M. New York City
time, S&P may, if it deems
P-32
such action to be appropriate under the circumstances, determine
the appropriate daily contract reference price for the
applicable futures contract in its reasonable judgment for
purposes of the relevant S&P GSCI calculation.
Contract
daily return
The contract daily return on any given day is equal to the sum,
for each of the commodities included in the S&P GSCI, of
the applicable daily contract reference price on the relevant
contract multiplied by the appropriate CPW and the appropriate
roll weight, divided by the total dollar weight of
the S&P GSCI on the preceding day, minus one.
The world-production weighting of the S&P GSCI is
accomplished by keeping the quantity weights of the individual
commodities within each basket proportional to world production
weights, which are averages of historical production levels and
are generally updated every year.
If on any day during a roll period any of the following
conditions exists, the portion of the roll that would have taken
place on that day is deferred until the next day on which such
conditions do not exist:
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|
no daily contract reference price is available for a given
contract expiration;
|
|
|
|
any such price represents the maximum or minimum price for such
contract month, based on exchange price limits (referred to as a
Limit Price);
|
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|
the daily contract reference price published by the relevant
trading facility reflects manifest error, or such price is not
published by 4:00 P.M., New York City time. In that event,
S&P may, but is not required to, determine a daily contract
reference price and complete the relevant portion of the roll
based on such price; provided that, if the trading facility
publishes a price before the opening of trading on the next day,
S&P will revise the portion of the roll accordingly; or
|
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|
trading in the relevant contract terminates prior to its
scheduled closing time.
|
If any of these conditions exist throughout the roll period, the
roll with respect to the affected contract will be effected in
its entirety on the next day on which such conditions no longer
exist.
Valuation
of the S&P GSCI Excess Return Index
The value of the S&P GSCI Excess Return Index on any
S&P GSCI business day is equal to the product of
(i) the value of the S&P GSCI on the immediately
preceding S&P GSCI business day, multiplied by
(ii) one plus the contract daily return on the S&P
GSCI business day on which the calculation is made. The value of
the S&P GSCI has been normalized so that its hypothetical
level on January 2, 1970 was 100.
As discussed above under Value of the GSCI
Agriculture Excess Return Index and
Value of the GSCI Livestock Excess Return
Index, the GSCI Agriculture Index and the GSCI Livestock
Index are a sub-indices of the S&P GSCI Excess Return Index
and are constructed and valued in the same way as the S&P
GSCI Excess Return Index, except that they are specifically
limited to the futures relating to either the agricultural
commodities in the S&P GSCI or the livestock commodities in
the S&P GSCI, respectively. The performance of the S&P
GSCI Excess Return Index as a whole will not affect the return
of your notes.
Historical
closing levels of the GSCI Agriculture Excess Return
Index
Since its inception, the GSCI Agriculture Index has experienced
significant fluctuations. Any historical upward or downward
trend in the closing level of the GSCI Agriculture Index during
any period shown below is not an indication that the closing
level of the GSCI Agriculture Index is more or less likely to
increase or decrease at any time during the term of the notes.
The historical levels of the GSCI Agriculture Index do not give
an indication of future performance of the GSCI Agriculture
Index. We cannot make any assurance that the future performance
of the GSCI Agriculture Index will result in holders of the
notes receiving a positive total return on their investment.
We obtained the closing levels of the GSCI Agriculture Index
listed below from Bloomberg Financial Markets without
independent verification. Bloomberg Financial Markets only
provides closing levels for the GSCI Agriculture Index as a
value rounded to the second decimal place rather than reporting
the full four decimal
P-33
number. The actual level of the GSCI Agriculture Index at or
near maturity of the notes may bear little relation to the
historical levels shown below.
The following table sets forth the published high and low
closing levels of the GSCI Agriculture Index as well as closing
levels of the GSCI Agriculture Index at the end of each quarter
from January 1, 2004 through March 31, 2008 and the
period from April 1, 2008 through April 14, 2008. On
April 14, 2008, the closing level of the GSCI Agriculture
Index was 89.768. This historical data on the GSCI Agriculture
Index is not indicative of the future levels of the GSCI
Agriculture Index or what the market value of the notes may be.
Any historical upward or downward trend in the level of the GSCI
Agriculture Index during any period set forth below is not any
indication that the level of the GSCI Agriculture Index is more
or less likely to increase or decrease at any time during the
term of the notes.
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|
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|
|
|
|
|
|
|
|
|
|
|
Quarter-End
|
|
Quarter-Start Date
|
|
Quarter-End Date
|
|
High Intra-Day Price
|
|
|
Low Intra-Day Price
|
|
|
Closing Price
|
|
|
01/01/2004
|
|
03/31/2004
|
|
$
|
91.895
|
|
|
$
|
81.059
|
|
|
$
|
88.714
|
|
04/01/2004
|
|
06/30/2004
|
|
|
90.924
|
|
|
|
74.224
|
|
|
|
74.224
|
|
07/01/2004
|
|
09/30/2004
|
|
|
73.844
|
|
|
|
63.319
|
|
|
|
63.319
|
|
10/01/2004
|
|
12/31/2004
|
|
|
64.077
|
|
|
|
60.896
|
|
|
|
62.744
|
|
01/01/2005
|
|
03/31/2005
|
|
|
71.275
|
|
|
|
60.060
|
|
|
|
66.043
|
|
04/01/2005
|
|
06/30/2005
|
|
|
67.048
|
|
|
|
61.260
|
|
|
|
63.454
|
|
07/01/2005
|
|
09/30/2005
|
|
|
67.271
|
|
|
|
58.493
|
|
|
|
60.508
|
|
10/01/2005
|
|
12/31/2005
|
|
|
62.563
|
|
|
|
56.862
|
|
|
|
62.202
|
|
01/01/2006
|
|
03/31/2006
|
|
|
67.512
|
|
|
|
61.438
|
|
|
|
64.033
|
|
04/01/2006
|
|
06/30/2006
|
|
|
67.017
|
|
|
|
60.267
|
|
|
|
62.611
|
|
07/01/2006
|
|
09/30/2006
|
|
|
64.668
|
|
|
|
55.399
|
|
|
|
58.060
|
|
10/01/2006
|
|
12/31/2006
|
|
|
68.439
|
|
|
|
57.131
|
|
|
|
67.202
|
|
01/01/2007
|
|
03/31/2007
|
|
|
68.760
|
|
|
|
61.407
|
|
|
|
61.407
|
|
04/01/2007
|
|
06/30/2007
|
|
|
69.012
|
|
|
|
59.194
|
|
|
|
64.707
|
|
07/01/2007
|
|
09/30/2007
|
|
|
80.436
|
|
|
|
63.604
|
|
|
|
79.796
|
|
10/01/2007
|
|
12/31/2007
|
|
|
84.554
|
|
|
|
72.740
|
|
|
|
82.416
|
|
01/01/2008
|
|
03/31/2008
|
|
|
104.584
|
|
|
|
83.690
|
|
|
|
86.874
|
|
04/01/2008
|
|
04/14/2008
|
|
|
91.001
|
|
|
|
86.646
|
|
|
|
89.768
|
|
Historical
closing levels of the GSCI Livestock Excess Return
Index
Since its inception, the GSCI Livestock Index has experienced
significant fluctuations. Any historical upward or downward
trend in the closing level of the GSCI Livestock Index during
any period shown below is not an indication that the closing
level of the GSCI Livestock Index is more or less likely to
increase or decrease at any time during the term of the notes.
The historical levels of the GSCI Livestock Index do not give an
indication of future performance of the GSCI Livestock Index. We
cannot make any assurance that the future performance of the
GSCI Livestock Index will result in holders of the notes
receiving a positive total return on their investment.
We obtained the closing levels of the GSCI Livestock Index
listed below from Bloomberg Financial Markets without
independent verification. Bloomberg Financial Markets only
provides closing levels for the GSCI Livestock Index as a value
rounded to the second decimal place rather than reporting the
full four decimal number. The actual level of the GSCI Livestock
Index at or near maturity of the notes may bear little relation
to the historical levels shown below.
P-34
The following table sets forth the published high and low
closing levels of the GSCI Livestock Index as well as closing
levels of the GSCI Livestock Index at the end of each quarter
from January 1, 2004 through March 31, 2008 and the
period from April 1, 2008 through April 14, 2008. On
April 14, 2008, the closing level of the GSCI Livestock
Index was 285.866. This historical data on the GSCI Livestock
Index is not indicative of the future levels of the GSCI
Livestock Index or what the market value of the notes may be.
Any historical upward or downward trend in the level of the GSCI
Livestock Index during any period set forth below is not any
indication that the level of the GSCI Livestock Index is more or
less likely to increase or decrease at any time during the term
of the notes.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter-End
|
|
Quarter-Start Date
|
|
Quarter-End Date
|
|
High Intra-Day Price
|
|
|
Low Intra-Day Price
|
|
|
Closing Price
|
|
|
01/01/2004
|
|
03/31/2004
|
|
$
|
384.887
|
|
|
$
|
338.833
|
|
|
$
|
384.887
|
|
04/01/2004
|
|
06/30/2004
|
|
|
432.970
|
|
|
|
378.242
|
|
|
|
417.960
|
|
07/01/2004
|
|
09/30/2004
|
|
|
431.345
|
|
|
|
395.359
|
|
|
|
413.942
|
|
10/01/2004
|
|
12/31/2004
|
|
|
427.376
|
|
|
|
402.923
|
|
|
|
417.461
|
|
01/01/2005
|
|
03/31/2005
|
|
|
432.028
|
|
|
|
407.972
|
|
|
|
420.082
|
|
04/01/2005
|
|
06/30/2005
|
|
|
424.030
|
|
|
|
378.470
|
|
|
|
378.854
|
|
07/01/2005
|
|
09/30/2005
|
|
|
411.238
|
|
|
|
372.532
|
|
|
|
411.153
|
|
10/01/2005
|
|
12/31/2005
|
|
|
426.048
|
|
|
|
402.481
|
|
|
|
418.324
|
|
01/01/2006
|
|
03/31/2006
|
|
|
417.138
|
|
|
|
344.289
|
|
|
|
344.289
|
|
04/01/2006
|
|
06/30/2006
|
|
|
388.870
|
|
|
|
337.908
|
|
|
|
384.005
|
|
07/01/2006
|
|
09/30/2006
|
|
|
407.766
|
|
|
|
368.610
|
|
|
|
383.283
|
|
10/01/2006
|
|
12/31/2006
|
|
|
389.157
|
|
|
|
362.148
|
|
|
|
371.829
|
|
01/01/2007
|
|
03/31/2007
|
|
|
395.950
|
|
|
|
365.106
|
|
|
|
383.468
|
|
04/01/2007
|
|
06/30/2007
|
|
|
389.400
|
|
|
|
363.726
|
|
|
|
367.969
|
|
07/01/2007
|
|
09/30/2007
|
|
|
397.966
|
|
|
|
361.639
|
|
|
|
361.639
|
|
10/01/2007
|
|
12/31/2007
|
|
|
354.003
|
|
|
|
323.288
|
|
|
|
324.721
|
|
01/01/2008
|
|
03/31/2008
|
|
|
323.557
|
|
|
|
275.902
|
|
|
|
275.902
|
|
04/01/2008
|
|
04/14/2008
|
|
|
285.866
|
|
|
|
273.247
|
|
|
|
285.866
|
|
License
agreement
We expect to into a non-exclusive license agreement with
Standard & Poors, a division of The McGraw-Hill
Companies (
S&P
or
Standard &
Poors
), which allows us and our affiliates, in
exchange for a fee, to use the component index in connection
with the issuance of certain securities, including the notes. We
are not affiliated with Standard & Poors; the
only relationship between Standard & Poors and
us is the licensing of the use of the component index and
trademarks relating to the component index.
Standard & Poors is under no obligation to
continue the calculation and dissemination of the component
index. The notes are not sponsored, endorsed, sold or promoted
by Standard & Poors. No inference should be
drawn from the information contained in this pricing supplement
that Standard & Poors makes any representation
or warranty, implied or express, to us, any holder of the notes
or any member of the public regarding the advisability of
investing in securities generally or in the notes in particular
or the ability of the component index to track general commodity
market performance.
Standard & Poors determines, composes and
calculates the component index without regard to the notes.
Standard & Poors has no obligation to take into
account your interest, or that of anyone else having an
interest, in the notes in determining, composing or calculating
the component index. Standard & Poors is not
responsible for, and has not participated in the determination
of, the terms, prices or amount of the notes and will not be
responsible for, or participate in, any determination or
calculation regarding the principal amount of the notes payable
at maturity. Standard & Poors has no obligation
or liability in connection with the administration, marketing or
trading of the notes.
Standard & Poors disclaims all responsibility
for any errors or omissions in the calculation and dissemination
of the component index or the manner in which the component
index is applied in determining the initial basket level or the
final basket level or any amount payable upon maturity of the
notes.
Standard &
Poors
®
,
S&P
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,
and S&P
GSCI
®
are trademarks of The McGraw-Hill Companies, Inc. These marks
have been licensed for use by Eksportfinans. The notes are not
sponsored, endorsed, sold or promoted by
P-35
Standard & Poors and Standard &
Poors makes no representation regarding the advisability
of investing in the notes.
The notes are not sponsored, endorsed, sold or promoted by
S&P. Standard & Poors makes no
representation or warranty, express or implied, to the owners of
the notes or any member of the public regarding the advisability
of investing in securities generally or in the notes
particularly or the ability of the S&P GSCI Excess Return
Index to track general commodity market performance.
Standard & Poors only relationship to us is the
licensing of the GSCI Agriculture and the GSCI Livestock
indices, which is determined, composed and calculated by
S&P without regard to us or the notes. Standard &
Poors has no obligation to take the needs of us or the
owners of the notes into consideration in determining, composing
or calculating the GSCI Agriculture and the GSCI Livestock
indices. Standard & Poors is not responsible for
and has not participated in the determination of the timing of,
prices at, or quantities of the notes to be issued or in the
determination or calculation of the equation by which the notes
are to be converted into cash. Standard & Poors
has no obligation or liability in connection with the
administration, marketing or trading of the notes.
STANDARD & POORS DOES NOT GUARANTEE THE QUALITY,
ACCURACY AND/OR THE COMPLETENESS OF THE S&P GSCI EXCESS
RETURN INDEX OR ANY DATA INCLUDED THEREIN AND
STANDARD & POORS SHALL HAVE NO LIABILITY FOR ANY
ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN.
STANDARD & POORS MAKES NO WARRANTY, EXPRESS OR
IMPLIED, AS TO RESULTS TO BE OBTAINED BY US, OWNERS OF THE
NOTES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE
S&P GSCI EXCESS RETURN INDEX OR ANY DATA INCLUDED THEREIN.
STANDARD & POORS MAKES NO EXPRESS OR IMPLIED
WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF
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RESPECT TO THE S&P GSCI EXCESS RETURN INDEX OR ANY DATA
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EVENT SHALL STANDARD & POORS HAVE ANY LIABILITY
FOR ANY SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES
(INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF
SUCH DAMAGES.
The
component commodities
The
commodities markets
The closing prices of the component commodities are determined
by reference to the official cash settlement prices of futures
and forwards contracts traded on the NYMEX and the LME. The
following discussion of the operation of the exchanges or
markets on which the component commodities trade is based on
publicly available information and is provided for informational
purposes only. You should make your own investigation into the
component commodities and the NYMEX and LME to determine whether
the notes are a suitable investment for you.
The
NYMEX
The NYMEX, located in New York City, is the worlds largest
physical commodities futures exchange and a leading trading
forum for energy and precious metals. NYMEX began commodities
trading in 1872, organized as the Butter and Cheese Exchange of
New York, and has since traded a variety of commodity products.
The establishment of energy futures on the NYMEX occurred in
1978, with the introduction of heating oil futures contracts.
NYMEX opened trading in leaded gasoline futures in 1981,
followed by the crude oil futures contract in 1983 and unleaded
gasoline futures in 1984.
The
LME
The LME was established in 1877 and is the principal non-ferrous
metal exchange in the world on which contracts for delivery of
copper, among other metals, are traded. In contrast to
U.S. futures exchanges, the LME operates as a
principals market for the trading of forward contracts,
and is therefore more closely analogous to over-the-counter
physical commodity markets than futures markets. As a result,
members of the LME trade with each other as principals and not
as agents for customers, although such members may enter into
offsetting back-to-
P-36
back contracts with their customers. In addition, while
futures exchanges permit trading to be conducted in contracts
for monthly delivery in stated delivery months, historically LME
contracts used to be established for daily delivery (referred to
as a prompt date) from one day to three months
following the date of contract, the average amount of time it
took a ship to sail from certain Commonwealth countries to
London. Currently, LME contracts may be established for monthly
delivery from the seventh month following the date of such
contract up to 63, 27 and 15 months forward (depending on
the commodity underlying the contract). Further, because it is a
principals forward market, there are no price limits
applicable to LME contracts, and prices could decline without
limitation over a period of time. Trading is conducted on the
basis of warrants that cover physical material held in listed
warehouses.
The LME is not a cash cleared market. Both inter-office and
floor trading are cleared and guaranteed by a system run by the
London Clearing House, whose role is to act as a central
counterparty to trades executed between clearing members and
thereby reduce risk and settlement costs. The LME is subject to
regulation by the Financial Services Authority in the United
Kingdom.
The bulk of trading on the LME is transacted through
inter-office dealing which allows the LME to operate as a 24-
hour market. Trading on the floor takes place in two sessions
daily, from 11:45 a.m. to 1:15 p.m. and from
3:10 p.m. to 4:35 p.m., London time. The two sessions
are each broken down into two rings made up of five
minutes trading in each contract. After the second ring of
the first session the official prices for the day are announced.
In addition to the ring trading and telephone markets, an
official exchange operated electronic trading platform is
available. Contracts may be settled by offset or delivery and
can be cleared in U.S. dollars, pounds sterling, Japanese
yen and euros.
Copper has traded on the LME since its establishment. The copper
contract was upgraded to high grade copper in November 1981 and
again to todays Grade-A contract which began trading in
June 1986. The LME share (by weight) of world terminal market
trading is over 90% of all copper.
Copper
The closing price of copper is determined by reference to the
official U.S. dollar settlement price per ton of copper
Grade A on the LME for cash delivery. The price of copper is
primarily affected by the global demand for and supply of copper.
Demand for copper is significantly influenced by the level of
global industrial economic activity. Industrial sectors which
are particularly important include the electrical and
construction sectors. In recent years demand has been supported
by strong consumption from newly industrializing countries,
which continue to be in a copper-intensive period of economic
growth as they develop their infrastructure. An additional, but
highly volatile, component of demand is adjustments to inventory
in response to changes in economic activity
and/or
pricing levels.
Apart from the United States, Canada and Australia, the majority
of copper concentrate supply (the raw material) comes from
outside the Organization for Economic Cooperation and
Development countries. Chile is the largest producer of copper
concentrate. In previous years, copper supply has been affected
by strikes, financial problems and terrorist activity. Output
has fallen particularly sharply in the African
Copperbelt and in Bougainville, Papua New Guinea.
Coal
The closing price of coal is the specified price per ton of
steam coal, 6,000 kcal/kg, up to 1.00% sulphur NAR basis, cif
ARA, stated in U.S. Dollars, which is published under the
heading International Coal Indexes incorporating the TFS
APITM Indices: Monthly Coal Price Indexes: TFS API 2 (cif
ARA) in the issue of Argus/McCloskeys Coal Price
Index Report that reports prices effective on the pricing date.
The price of coal is affected by the global demand for and
supply of coal. Due to the importance of coal in the generation
of electricity and the production of iron and steel, the
electric and steel industries account for a significant
percentage of coal demand. Nuclear power, natural gas,
hydro-electric power, wind and solar power and crude oil can be
used as substitutes for coal, and the availability and price of
each of these alternative energy sources
P-37
also affects demand for coal. Government regulations regarding
air pollution affect the demand for coal, and, specifically, the
demand for specific types of coal, by limiting the amount of
sulfur dioxide which may be emitted during the use of coal.
Other factors that affect the price of coal include weather
patterns, discoveries of new coal deposits, labor and equipment
costs, environmental, health and safety and other government
regulations, including the regulation of mines, government
subsidies and tax incentives, and transportation disruptions.
WTI
Crude Oil
The closing price of WTI crude oil is determined by reference to
the U.S. dollar settlement price per barrel of West Texas
Intermediate light sweet crude oil on the NYMEX of the first
nearby futures contract.
Although WTI crude oil is refined principally in the United
States mid-continent region, it forms the basis for
pricing other domestic crudes as well as some foreign grades.
The WTI spot price, in turn, is usually determined by global
(rather than regional) supply and demand conditions due to the
availability of product and crude oil pipelines that link the
mid-continent to the Gulf Coast, a major crude oil trading and
refining center.
Demand for petroleum products by consumers, as well as
agricultural, manufacturing and transportation industries,
determines demand for crude oil by refiners. Since the
precursors of product demand are linked to economic activity,
crude oil demand will tend to reflect economic conditions.
However, other factors such as weather will also influence crude
oil demand.
Crude oil supply is determined by both economic and political
factors. Oil prices (along with drilling costs, availability of
attractive prospects for drilling, taxes and technology)
determine exploration and development spending which influence
output capacity with a lag. In the short run, production
decisions by the Organization of Petroleum Exporting Countries
also affect supply and prices. Oil export embargoes and the
current conflict in Iraq represent other routes through which
political developments move the market.
P-38
Historical
prices of the basket components
The following tables set forth the published high and low
closing prices of the basket components as well as the closing
prices of the basket components at the end of each quarter from
January 1, 2004 through March 31, 2008 and the period
from April 1, 2008 through April 14, 2008. On
April 14, 2008, the closing prices of coal, copper and WTI
crude oil were $136.100, $8,679.500 and $111.990, respectively.
Any historical upward or downward trend in the prices of the
basket components during any period set forth below is not any
indication that the prices of the basket components is more or
less likely to increase or decrease at any time during the term
of the notes. We obtained the closing prices set forth in the
tables below from Bloomberg Financial Products, without
independent verification.
Coal
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter-End
|
|
Quarter-Start Date
|
|
Quarter-End Date
|
|
High Intra-Day Price
|
|
|
Low Intra-Day Price
|
|
|
Closing Price
|
|
|
01/01/2004
|
|
03/31/2004
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
04/01/2004
|
|
06/30/2004
|
|
|
|
|
|
|
|
|
|
|
|
|
07/01/2004
|
|
09/30/2004
|
|
|
|
|
|
|
|
|
|
|
|
|
10/01/2004
|
|
12/31/2004
|
|
|
|
|
|
|
|
|
|
|
|
|
01/01/2005
|
|
03/31/2005
|
|
|
|
|
|
|
|
|
|
|
|
|
04/01/2005
|
|
06/30/2005
|
|
|
|
|
|
|
|
|
|
|
|
|
07/01/2005
|
|
09/30/2005
|
|
|
|
|
|
|
|
|
|
|
|
|
10/01/2005
|
|
12/31/2005
|
|
|
|
|
|
|
|
|
|
|
|
|
01/01/2006
|
|
03/31/2006
|
|
|
62.750
|
|
|
|
53.300
|
|
|
|
62.750
|
|
04/01/2006
|
|
06/30/2006
|
|
|
64.000
|
|
|
|
61.600
|
|
|
|
63.750
|
|
07/01/2006
|
|
09/30/2006
|
|
|
71.400
|
|
|
|
60.700
|
|
|
|
65.050
|
|
10/01/2006
|
|
12/31/2006
|
|
|
68.750
|
|
|
|
62.800
|
|
|
|
68.100
|
|
01/01/2007
|
|
03/31/2007
|
|
|
71.750
|
|
|
|
66.000
|
|
|
|
71.750
|
|
04/01/2007
|
|
06/30/2007
|
|
|
75.500
|
|
|
|
71.000
|
|
|
|
75.500
|
|
07/01/2007
|
|
09/30/2007
|
|
|
96.000
|
|
|
|
74.750
|
|
|
|
95.600
|
|
10/01/2007
|
|
12/31/2007
|
|
|
128.500
|
|
|
|
102.300
|
|
|
|
127.500
|
|
01/01/2008
|
|
03/31/2008
|
|
|
145.000
|
|
|
|
127.500
|
|
|
|
139.400
|
|
04/01/2008
|
|
04/14/2008
|
|
|
136.100
|
|
|
|
125.250
|
|
|
|
136.100
|
|
Copper
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter-End
|
|
Quarter-Start Date
|
|
Quarter-End Date
|
|
High Intra-Day Price
|
|
|
Low Intra-Day Price
|
|
|
Closing Price
|
|
|
01/01/2004
|
|
03/31/2004
|
|
$
|
3,105.500
|
|
|
$
|
2,337.000
|
|
|
$
|
3,067.500
|
|
04/01/2004
|
|
06/30/2004
|
|
|
3,170.000
|
|
|
|
2,554.000
|
|
|
|
2,664.500
|
|
07/01/2004
|
|
09/30/2004
|
|
|
3,140.000
|
|
|
|
2,700.000
|
|
|
|
3,140.000
|
|
10/01/2004
|
|
12/31/2004
|
|
|
3,287.000
|
|
|
|
2,835.000
|
|
|
|
3,279.500
|
|
01/01/2005
|
|
03/31/2005
|
|
|
3,424.500
|
|
|
|
3,072.000
|
|
|
|
3,408.000
|
|
04/01/2005
|
|
06/30/2005
|
|
|
3,670.000
|
|
|
|
3,113.000
|
|
|
|
3,597.000
|
|
07/01/2005
|
|
09/30/2005
|
|
|
3,978.000
|
|
|
|
3,444.000
|
|
|
|
3,949.000
|
|
10/01/2005
|
|
12/31/2005
|
|
|
4,650.000
|
|
|
|
3,905.000
|
|
|
|
4,584.500
|
|
01/01/2006
|
|
03/31/2006
|
|
|
5,527.500
|
|
|
|
4,537.000
|
|
|
|
5,527.500
|
|
04/01/2006
|
|
06/30/2006
|
|
|
8,788.000
|
|
|
|
5,561.000
|
|
|
|
7,501.000
|
|
07/01/2006
|
|
09/30/2006
|
|
|
8,233.000
|
|
|
|
7,230.000
|
|
|
|
7,601.000
|
|
10/01/2006
|
|
12/31/2006
|
|
|
7,740.000
|
|
|
|
6,290.000
|
|
|
|
6,290.000
|
|
01/01/2007
|
|
03/31/2007
|
|
|
6,940.000
|
|
|
|
5,225.500
|
|
|
|
6,940.000
|
|
04/01/2007
|
|
06/30/2007
|
|
|
8,225.000
|
|
|
|
6,916.000
|
|
|
|
7,650.000
|
|
07/01/2007
|
|
09/30/2007
|
|
|
8,210.000
|
|
|
|
6,960.000
|
|
|
|
8,165.000
|
|
10/01/2007
|
|
12/31/2007
|
|
|
8,301.000
|
|
|
|
6,272.500
|
|
|
|
6,676.500
|
|
01/01/2008
|
|
03/31/2008
|
|
|
8,881.000
|
|
|
|
6,666.000
|
|
|
|
8,520.000
|
|
04/01/2008
|
|
04/14/2008
|
|
|
8,884.500
|
|
|
|
8,325.500
|
|
|
|
8,679.500
|
|
P-39
WTI Crude
Oil
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter-End
|
|
Quarter-Start Date
|
|
Quarter-End Date
|
|
High Intra-Day Price
|
|
|
Low Intra-Day Price
|
|
|
Closing Price
|
|
|
01/01/2004
|
|
03/31/2004
|
|
$
|
38.180
|
|
|
$
|
32.480
|
|
|
$
|
35.760
|
|
04/01/2004
|
|
06/30/2004
|
|
|
42.330
|
|
|
|
34.270
|
|
|
|
37.050
|
|
07/01/2004
|
|
09/30/2004
|
|
|
49.900
|
|
|
|
38.390
|
|
|
|
49.640
|
|
10/01/2004
|
|
12/31/2004
|
|
|
55.170
|
|
|
|
40.710
|
|
|
|
43.450
|
|
01/01/2005
|
|
03/31/2005
|
|
|
56.720
|
|
|
|
42.120
|
|
|
|
55.400
|
|
04/01/2005
|
|
06/30/2005
|
|
|
60.540
|
|
|
|
46.800
|
|
|
|
56.500
|
|
07/01/2005
|
|
09/30/2005
|
|
|
69.810
|
|
|
|
56.720
|
|
|
|
66.240
|
|
10/01/2005
|
|
12/31/2005
|
|
|
65.470
|
|
|
|
56.140
|
|
|
|
61.040
|
|
01/01/2006
|
|
03/31/2006
|
|
|
68.350
|
|
|
|
57.650
|
|
|
|
66.630
|
|
04/01/2006
|
|
06/30/2006
|
|
|
75.170
|
|
|
|
66.230
|
|
|
|
73.930
|
|
07/01/2006
|
|
09/30/2006
|
|
|
77.030
|
|
|
|
60.460
|
|
|
|
62.910
|
|
10/01/2006
|
|
12/31/2006
|
|
|
63.720
|
|
|
|
55.810
|
|
|
|
61.050
|
|
01/01/2007
|
|
03/31/2007
|
|
|
66.030
|
|
|
|
50.480
|
|
|
|
65.870
|
|
04/01/2007
|
|
06/30/2007
|
|
|
70.680
|
|
|
|
61.470
|
|
|
|
70.680
|
|
07/01/2007
|
|
09/30/2007
|
|
|
83.320
|
|
|
|
69.260
|
|
|
|
81.660
|
|
10/01/2007
|
|
12/31/2007
|
|
|
98.180
|
|
|
|
79.020
|
|
|
|
95.980
|
|
01/01/2008
|
|
03/31/2008
|
|
|
110.330
|
|
|
|
86.990
|
|
|
|
101.580
|
|
04/01/2008
|
|
04/14/2008
|
|
|
111.990
|
|
|
|
100.980
|
|
|
|
111.990
|
|
P-40
TAXATION
IN THE UNITED STATES
[The following is a general description of certain United
States federal income tax considerations relating to the notes.
The following does not purport to be complete analysis of all
tax considerations relating to the notes. Prospective purchasers
of the notes should consult their tax advisors as to the
consequences under the tax laws of the country of which they are
resident for tax purposes and the tax laws of the United States
of acquiring, holding and disposing of the notes and receiving
payments under the notes. This summary is based on the law as in
effect on the date of this pricing supplement and is subject to
any changes in law that may take effect after such date. This
summary does not address all aspects of United States federal
income taxation of the notes that may be relevant to you in
light of your particular circumstances, nor does it address all
of our tax consequences if you are a holder of notes who is
subject to special treatment under the United States federal
income tax laws.
The following discussion supplements and should be read together
with the discussion in the prospectus supplement and the
prospectus under Taxation in the United States and
is subject to the limitations and exceptions set forth therein.
Unless otherwise noted, this discussion is only applicable to
you if you are a U.S. Holder (as defined in the
accompanying prospectus). The following discussion represents
the opinion of Allen & Overy LLP and does not address
all U.S. Federal income tax matters that may be relevant to
a particular prospective holder.
Prospective holder should
consult their own tax advisers as to the consequences of
acquiring, holding and disposing of securities under the tax
laws of the country of which they are resident for tax purposes
as well of under the laws of any state, local or foreign
jurisdiction.
The notes will be treated as debt instruments subject to special
rules governing contingent payment debt obligations for United
States federal income tax purposes. Under those rules, the
amount of interest you are required to take into account for
each accrual period will be determined by constructing a
projected payment schedule for the notes, and applying the rules
similar to those for accruing original issue discount
(
OID
) on a hypothetical noncontingent debt instrument
with that projected payment schedule (such method is referred to
as the
noncontingent bond method
). This method is applied
by first determining the yield at which we would issue a
noncontingent fixed rate debt instrument with terms and
conditions similar to the notes (the
comparable yield
)
and then determining a payment schedule (the
Schedule
) as
of the issue date that would produce the comparable yield. These
rules will generally have the effect of requiring you to include
amounts in income in respect of the notes prior to your receipt
of cash attributable to that income.
The amount of interest that you will be required to include in
income in each accrual period for the notes will equal the
product of the adjusted issue price for the notes at the
beginning of the accrual period and the comparable yield for the
notes. The adjusted issue price of the notes will equal the
original offering price for the notes plus any interest that has
accrued on the notes (under the rules governing contingent
payment debt obligations). You will be required to ratably
allocate this amount to each day in the accrual period and
include in taxable income as ordinary interest income for each
day in the accrual period on which you hold the notes.
We have determined that the comparable yield for the notes is
equal to [ ]% per annum, compounded
semi-annually. We have also determined that the projected
payment for the notes, per $1,000.00 of principal amount, at the
maturity date is $[ ] (which includes the
stated principal amount as well as the final projected payment).
If the amount you receive at maturity is greater than
$[ ], you would be required to increase the
amount of ordinary income that you recognize by an amount that
is equal to such excess. Conversely, if the amount you receive
at maturity is less $[ ], you would be required
to make an adjustment as described below under Treatment
upon Sale or Maturity.
You are required to use the comparable yield and projected
payment schedule above in determining your interest accruals in
respect of the notes, unless you timely disclose and justify on
your federal income tax return the use of a different comparable
yield and projected payment schedule. Pursuant to applicable
Treasury regulations, we are required to provide both the
comparable yield and the projected payment schedule, along with
a description of a certain other terms of the notes, to the
Internal Revenue Service (IRS).
The comparable yield and the projected payment schedule are
not provided to you for any purpose other than the determination
of your interest accruals in respect of the notes for tax
purposes only, and we make no representations or assurances
regarding the amount of contingent payments with respect to the
notes. Any
Form 1099-OID
accrued interest will be based on such comparable yield and
projected payment schedule.
P-41
If you purchase the notes for an amount that differs from the
notes adjusted issue price at the time of the purchase,
you must determine the extent to which the difference between
the price you paid for your notes and their adjusted issue price
is attributable to a change in expectations as to the projected
payment schedule, a change in interest rates, or both, and
allocate the difference accordingly.
If you purchase the notes for an amount that is less than the
adjusted issue price of the notes, you must (a) make
positive adjustments increasing the amount of interest that you
would otherwise accrue and include in income each year to the
extent of amounts allocated to a change interest rate and
(b) make positive adjustments increasing the amount of
ordinary income (or decreasing the amount of loss) that you
would otherwise recognize on the maturity of the notes to the
extend of amounts allocated to a change in expectations as the
projected payment schedule. If you purchase the notes for an
amount that is greater than the adjusted issue price of the
notes, you must (a) make negative adjustments decreasing
the amount of interest that you would otherwise accrue and
include in income each year to the extent of amount allocated to
a change in interest rates and (b) make negative adjustment
decreasing the amount of ordinary income (or increasing the
amount of loss) that you would otherwise recognize the notes to
the extent of amounts allocated to a change in expectation as to
the projected payment schedule. Adjustments allocated to the
interest amount are not made until the date the daily portion of
interest accrues.
Because any
Form 1099-OID
that you receive will not reflect the effects of positive or
negative adjustments resulting from your purchase of the notes
at a price other than the adjusted issue price determined for
tax purposes, you are urged to consult with your tax advisor as
to whether and how adjustments should be made to the amounts
reported on any
Form 1099-OID.
Treatment Upon Sale or Maturity.
You will
recognize gain or loss on the sale or maturity of the notes in
an amount equal to the difference, if any, between the amount of
cash you receive at the time and your adjusted basis in the
notes. In general, your adjusted basis in the notes will equal
the amount you paid for the notes increased by the amount of
interest you previously accrued with respect to the notes (in
accordance with the comparable yield for the notes), and
increased or decreased by the amount of any positive or negative
adjustment that you are required to make with respect to your
notes under the rules set forth above.
Any gain you may recognize on the sale or maturity of the notes
will be ordinary interest income. Any loss you may recognize
upon the sale of the notes will be ordinary loss to the extent
of the interest you included as income in the current or
previous taxable years in respect of the notes, and thereafter
will be capital loss. If you hold your notes until maturity and
the maturity payment is less than the projected payment at
maturity, the difference will first reduce interest that would
otherwise accrue in respect of the notes in such taxable year,
and any remainder will be ordinary loss to the extent of the
interest you previously accrued as income in respect of the
notes, and thereafter will be capital loss. The deductibility of
capital losses is limited.]
USE OF
PROCEEDS AND HEDGING
The net proceeds from the sale of the notes will be used as
described under Use of Proceeds in the accompanying
prospectus and to hedge market risks of Eksportfinans associated
with its obligation to pay the redemption amount at the maturity
of the notes.
The hedging activity discussed above may adversely affect the
market value of the notes from time to time and the redemption
amount you will receive on the notes at maturity. See Risk
Factors Hedging transactions may affect the return
on the notes and Risk Factors Potential
conflicts of interest could arise for a discussion of
these adverse effects.
SUPPLEMENTAL
PLAN OF DISTRIBUTION
The notes are being purchased by Wachovia Capital Markets, LLC
(the
agent
) as principal, pursuant to a terms agreement
dated as of [ ] between the agent and us. The
agent has agreed to pay our out-of-pocket expenses of the issue
of the notes.
From time to time, the agent and its affiliates have engaged,
and in the future may engage, in transactions with and
performance of services for us for which they have been, and may
be, paid customary fees. In particular, an affiliate of the
agent is our swap counterparty for a hedge of our obligation
under the notes.
P-42
In the future, the agent and its affiliates may repurchase and
resell the offered notes in market-making transactions, with
resales being made at prices related to prevailing market prices
at the time of resale or at negotiated prices.
The agent named below has committed to purchase all of those
notes if any are purchased. Under certain circumstances, the
commitments of non-defaulting underwriters may be increased.
|
|
|
|
|
Underwriter
|
|
Aggregate Principal Amount
|
|
Wachovia Capital Markets, LLC
|
|
$
|
[ ]
|
|
Total
|
|
$
|
[ ]
|
|
The agent named above proposes to offer the notes in part
directly to the public at the initial maximum offering price set
forth on the cover page of this pricing supplement and in part
to Wachovia Securities, LLC, Wachovia Securities Financial
Network, LLC or certain securities dealers at such prices less a
selling concession not to exceed $[ ] per note.
Proceeds to be received by Eksportfinans in this offering will
be net of the underwriting discount, commission and expenses
payable by Eksportfinans.
After the notes are released for sale in the public, the
offering prices and other selling terms may from time to time be
varied by the agent.
The notes are new issues of notes with no established trading
markets. We have been advised by the agent that the agent
intends to make a market in the notes but is not obligated to do
so and may discontinue market making at any time without notice.
No assurance can be given as to the liquidity of the trading
market for the notes.
Settlement for the notes will be made in immediately available
funds. The notes will be in the Same Day Funds Settlement System
at DTC and, to the extent the secondary market trading in the
notes is effected through the facilities of such depositary,
such trades will be settled in immediately available funds.
Eksportfinans has agreed to indemnify the agent against certain
liabilities, including liabilities under the Securities Act of
1933.
This pricing supplement and the attached prospectus and
prospectus supplement may be used by Wachovia Capital Markets,
LLC or an affiliate of Wachovia Capital Markets, LLC, in
connection with offers and sales related to market-making or
other transactions in the notes. Wachovia Capital Markets, LLC
or an affiliate of Wachovia Capital Markets, LLC, may act as
principal or agent in such transactions. Such sales will be made
at prices related to prevailing market prices at the time of
sale or otherwise.
From time to time the agent engages in transactions with
Eksportfinans in the ordinary course of business. The agent has
performed investment banking services for Eksportfinans in the
last two years and has received fees for these services.
Wachovia Capital Markets, LLC, as agent, may engage in
over-allotment, stabilizing transactions, syndicate covering
transactions and penalty bids in accordance with
Regulation M under the Securities Exchange Act of 1934.
Over-allotment involves syndicate sales in excess of the
offering size, which creates a syndicate short position.
Stabilizing transactions permit bids to purchase the underlying
security so long as the stabilizing bids do not exceed a
specified maximum. Syndicate covering transactions involve
purchases of the notes in the open market after the distribution
has been completed in order to cover syndicate short positions.
Penalty bids permit reclaiming a selling concession from a
syndicate member when the notes originally sold by such
syndicate member are purchased in a syndicate covering
transaction to cover syndicate short positions. Such stabilizing
transactions, syndicate covering transactions and penalty bids
may cause the price of the notes to be higher than it would
otherwise be in the absence of such transactions.
No action has been or will be taken by Eksportfinans, the agent
or any broker-dealer affiliates of either Eksportfinans or the
agent that would permit a public offering of the notes or
possession or distribution of this pricing supplement or the
accompanying prospectus in any jurisdiction, other than the
United States, where action for that purpose is required. No
offers, sales or deliveries of the notes, or distribution of
this pricing supplement or the accompanying prospectus
supplement and prospectus, may be made in or from any
jurisdiction except in circumstances which will result in
compliance with any applicable laws and regulations and will not
impose any obligations on Eksportfinans, the underwriters or any
broker-dealer affiliates of either Eksportfinans or the agent.
P-43
PROSPECTUS SUPPLEMENT
(To Prospectus dated February 5, 2007)
EKSPORTFINANS ASA
(a Norwegian company)
Medium-Term Notes
We may use this prospectus supplement to offer the notes from
time to time.
The following terms may apply to the notes. The final terms of
each note will be described in a pricing supplement.
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|
They will rank equally in right of payment to all of our other
existing and future unsecured and unsubordinated debt unless the
applicable pricing supplement or product supplement states
otherwise.
|
|
|
|
They will mature nine months or more after their date of issue
unless the applicable pricing supplement or product supplement
states otherwise.
|
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|
They will not be redeemable by us or repayable at the option of
the holder unless the applicable pricing supplement or product
supplement states otherwise.
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They may be denominated in U.S. dollars or in a foreign
currency or composite currency.
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|
They may bear interest at a fixed or floating interest rate, may
be issued at a discount and may be zero coupon notes that do not
bear interest. Floating interest rates may be based on any of
the following formulas:
|
|
|
|
commercial
paper rate
|
|
CD rate
|
LIBOR
|
|
CMT rate
|
EURIBOR
|
|
CMS rate
|
prime
rate
|
|
federal funds rate
|
treasury
rate
|
|
another rate specified in the pricing supplement.
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|
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|
They may be issued as index linked notes or asset linked notes.
|
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|
They may be issued in certificated form or book-entry form.
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|
Interest will be paid on notes on dates determined at the time
of issuance and specified in the applicable pricing supplement
or product supplement.
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|
They will be issued in minimum denominations of $1,000.00 (or
its equivalent in other currencies) and any multiple of
$1,000.00 (or its equivalent in other currencies) above
$1,000.00 unless the applicable pricing supplement or product
supplement states otherwise.
|
Application has been made for notes issued pursuant to this
prospectus supplement to be admitted to trading on the
Luxembourg Stock Exchanges regulated market and to be
listed on the Official List of the Luxembourg Stock Exchange.
Each pricing supplement with respect to notes that are to be so
listed will be delivered to the Luxembourg Stock Exchange on or
before the date of issue of those notes. We may also issue notes
which will not be listed on any securities exchange or which
will be listed on additional or other securities exchanges. We
will specify in the pricing supplement or product supplement
whether the notes will be listed on the Luxembourg Stock
Exchange or another securities exchange or will be unlisted.
Investing in the notes involves risks. See Risk
factors beginning on
page
S-4
of this
prospectus supplement.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this
prospectus supplement, the accompanying prospectus or any
pricing supplement or product supplement. Any representation to
the contrary is a criminal offense.
Offers to purchase the notes are being solicited from time to
time by the agents listed below. The agents are not required to
sell any specific number or dollar amount of notes but have
agreed to use their reasonable efforts to sell the notes.
|
|
|
|
|
ABN AMRO Bank N.V.
Banc of America Securities Limited
Banc of America Securities LLC
Bear, Stearns & Co. Inc.
Bear, Stearns International Limited
Barclays Capital
BNP PARIBAS
Citigroup
Commerzbank Capital Markets Corp.
Credit Suisse
|
|
Daiwa Securities SMBC Europe
Deutsche Bank
Deutsche Bank Securities
Dresdner Kleinwort
FTN Financial Securities Corp.
Goldman Sachs International
Goldman, Sachs & Co.
IXIS Securities North America Inc.
Jefferies and Company, Inc.
JPMorgan
|
|
Lehman Brothers
Merrill Lynch & Co.
Mitsubishi UFJ Securities International plc
Mizuho International plc
Morgan Stanley
Nomura International plc
Nomura Securities International, Inc.
Nordea
The Toronto-Dominion Bank
UBS Investment Bank
Wachovia Securities
|
The date of this prospectus supplement is February 5, 2007.
CONTENTS
Prospectus Supplement
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Page
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iii
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S-1
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S-4
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S-9
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S-33
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S-35
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S-35
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S-35
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S-36
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S-42
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S-43
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S-46
|
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Prospectus
|
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1
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1
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2
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2
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3
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4
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5
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5
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6
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13
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14
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23
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24
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24
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No person is authorized to give any information or represent
anything not contained in this prospectus supplement, the
accompanying prospectus and any pricing supplement or product
supplement. We are only offering the securities in places where
offers and sales of those securities are permitted. The
information contained in this prospectus and any accompanying
prospectus supplement, as well as information incorporated by
reference, is current only as of the date of that information.
Our business, financial condition, results of operations and
prospects may have changed since that date.
This prospectus supplement and the accompanying prospectus
include particulars given in compliance with the rules governing
the listing of securities on the Luxembourg Stock Exchange. The
Luxembourg Stock Exchange takes no responsibility for the
contents of this document, makes no representation as to its
accuracy or completeness, and expressly disclaims any liability
whatsoever for any loss howsoever arising from or in reliance
upon the whole or any part of the contents of this prospectus
supplement and the prospectus. We accept full responsibility for
the accuracy of the information contained in this prospectus
supplement and the accompanying prospectus and, having made all
reasonable inquiries, confirm that to the best of our knowledge
and belief there are no other facts the omission of which would
make any statement contained in this prospectus supplement and
the accompanying prospectus misleading.
In this prospectus, Eksportfinans, the
Company, we, us and
our refer to Eksportfinans ASA or Eksportfinans and
its subsidiary Kommunekreditt Norge AS, as the context requires,
and Kommunekreditt refers to Kommunekreditt
Norge AS.
ii
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement contains the terms of the offering of
the securities. Certain additional information about us is
contained in the accompanying prospectus and may be contained in
any applicable pricing supplement or product supplement. This
prospectus supplement, or the information incorporated by
reference in this prospectus supplement or in the accompanying
prospectus or in any applicable pricing supplement or product
supplement, may add or update information in the accompanying
prospectus.
Terms used in this prospectus supplement or in any applicable
pricing supplement or product supplement that are otherwise not
defined will have the meanings given to them in the accompanying
prospectus or in the indenture (as defined in Description
of the debt securities on
p.
S-9
of this
prospectus supplement).
It is important for you to read and consider all information
contained or incorporated by reference in this prospectus
supplement, the accompanying prospectus and the applicable
pricing supplement or product supplement in making your
investment decision. You should also read and consider the
information in the documents we have referred you to in
Where you can find more information about us on
page 2 of the accompanying prospectus.
iii
SUMMARY
This summary highlights information contained elsewhere in
this prospectus supplement and in the prospectus. It does not
contain all the information that you should consider before
investing in the notes. You should carefully read the pricing
supplement and any applicable product supplement relating to the
terms and conditions of a particular issue of notes along with
this entire prospectus supplement and the prospectus, including
information incorporated by reference.
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Issuer:
|
|
Eksportfinans ASA
|
|
Agents:
|
|
ABN AMRO Bank N.V., Banc of America Securities Limited, Banc of
America Securities LLC, Barclays Bank PLC, Barclays
Capital Inc., Bear, Stearns & Co. Inc., Bear,
Stearns International Limited, BNP Paribas Securities Corp.,
Citigroup Global Markets Inc., Citigroup Global Markets Limited,
Commerzbank Capital Markets Corp., Credit Suisse Securities
(Europe) Limited, Credit Suisse Securities (USA) LLC, Daiwa
Securities SMBC Europe Limited, Deutsche Bank AG, London Branch,
Deutsche Bank Securities Inc., Dresdner Bank AG London Branch,
FTN Financial Securities Corp., Goldman, Sachs & Co.,
Goldman Sachs International, IXIS Securities North America Inc.,
Jefferies and Company, Inc., J.P. Morgan Chase & Co., J.P.
Morgan Securities Ltd., Lehman Brothers Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Mitsubishi UFJ
Securities International plc, Mizuho International plc, Morgan
Stanley & Co. Incorporated, Morgan Stanley & Co.
International Limited, Nomura International plc, Nomura
Securities International, Inc., Nordea Bank Danmark A/ S, The
Toronto-Dominion Bank, UBS Limited, and Wachovia Capital
Markets, LLC
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Trustee:
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The Bank of New York
|
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Paying Agent:
|
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Citibank, N.A.
|
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Exchange Rate Agent (if any):
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Citibank, N.A.
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Calculation Agent (if any):
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Citibank, N.A., unless the applicable pricing supplement or
product supplement states otherwise
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Specified Currencies:
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Including, but not limited to, Australian dollars, Canadian
dollars, Danish kroner, euro, Hong Kong dollars, Japanese yen,
New Zealand dollars, Pounds sterling, Swedish kroner, Swiss
francs and U.S. dollars or any other currency specified in
the applicable pricing supplement or product supplement.
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Issue Price:
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The notes may be issued at par, or at a premium over, or at a
discount to, par and either on a fully paid or partly paid basis.
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Maturities:
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Unless otherwise specified in the applicable pricing supplement
or product supplement, the notes will mature at least nine
months from their date of issue.
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Fixed Rate Notes:
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Fixed rate notes will bear interest at a fixed rate.
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Floating Rate Notes:
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Floating rate notes will bear interest at a rate determined
periodically by reference to one or more interest rate bases
plus a spread or multiplied by a spread multiplier.
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Index Linked Notes:
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Payments on index linked notes or asset linked notes will be
calculated by reference to a specific measure or index.
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S-1
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Discount Notes:
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Discount notes are notes that are offered or sold at a price
less than their principal amount and called discount notes in
the applicable pricing supplement or product supplement. They
may or may not bear interest.
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Redemption and Repayment:
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If the notes are redeemable at our option debt (other than on
the occurrence of the tax events described under
Description of debt securities Tax
redemption in the accompanying prospectus) or repayable at
the option of the holder before maturity, the pricing supplement
or product supplement will specify:
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the initial redemption date on or after which we may
redeem the notes or the repayment date or dates on which the
holders may elect repayment of the notes,
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the redemption or repayment price, and
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the required prior notice to the holders.
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Status:
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The notes will constitute direct, unconditional and unsecured
indebtedness and will rank equal in right of payment among
themselves and, unless subordinated, with all of our existing
and future unsecured and unsubordinated indebtedness.
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Taxes:
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Subject to certain exceptions, we will make all payments on the
notes without withholding or deducting any taxes imposed by
Norway. For further information, see the section in the
prospectus entitled Description of debt
securities Payments of additional amounts.
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Further Issuances:
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We may from time to time, without the consent of existing
holders, create and issue notes having the same terms and
conditions as any other outstanding notes offered pursuant to a
pricing supplement or product supplement in all respects, except
for the issue date, initial offering price and, if applicable,
the first payment of interest thereon. Additional notes issued
in this manner will be consolidated with, and will form a single
series with, any such other outstanding notes.
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Listing:
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Application has been made for notes issued during the period of
twelve months from the date of this prospectus supplement to be
listed on the Luxembourg Stock Exchange. We may also issue notes
which will not be listed on any securities exchange or which
will be listed on additional or other securities exchanges. We
will specify in the pricing supplement or product supplement
whether the notes will be listed on the Luxembourg Stock
Exchange or another securities exchange or will be unlisted. We
are under no obligation to list any issued notes and may in fact
not do so.
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Stabilization:
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In connection with issues made under this program, a stabilizing
manager or any person acting for the stabilizing manager may
over-allot or effect transactions with a view to supporting the
market price of notes issued under this program at a level
higher than that which might otherwise prevail for a limited
period after the issue date. However, there may be no obligation
of the stabilizing manager or any agent of the stabilizing
manager to do this. Any such stabilizing, if commenced, may be
discontinued at any time, and must be brought to an end after a
limited period. Such stabilizing shall be in compliance with all
applicable laws, regulations and rules.
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Governing Law:
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The debt securities and the indenture will be governed by, and
construed in accordance with, the laws of the State of New York,
except that matters
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S-2
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relating to the authorization and execution by us of the
indenture and the debt securities issued under the indenture
will be governed by the laws of Norway. There are no limitations
under the laws of Norway or our Articles of Association on the
right of non-residents of Norway to hold the debt securities
issued.
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Purchase Currency:
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You must pay for notes by wire transfer in the specified
currency. You may ask an agent to arrange for, at its
discretion, the conversion of U.S. dollars or another
currency into the specified currency to enable you to pay for
the notes. You must make this request on or before the fifth
Business Day preceding the issue date, or by a later date if the
agent allows. The agent will set the terms for each conversion
and you will be responsible for all currency exchange costs.
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RATIOS OF EARNINGS TO FIXED CHARGES
The following table shows our unaudited historical ratios of
earnings to fixed charges for the periods indicated, computed in
accordance with Norwegian GAAP and U.S. GAAP.
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Year Ended December 31,
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Nine Months Ended
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Six Months Ended
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September 30, 2006
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June 30, 2006
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2005
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2004
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2003
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2002
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2001
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Norwegian
GAAP
(1)
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1.08
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1.08
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1.06
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1.14
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1.19
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1.14
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1.08
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U.S.
GAAP
(1)(2)
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*
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1.62
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1.37
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1.48
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*
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Not available.
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(1)
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For purposes of the computation of these ratios of earnings to
fixed charges, earnings include net income plus taxes and fixed
charges. Fixed charges represent interest and commissions on
debt, other borrowing expenses, estimates of the interest within
rental expense and premiums or discounts on long-term debt
issued. The ratio of U.S. GAAP earnings to fixed charges is
based on U.S. GAAP income before extraordinary items.
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(2)
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Under U.S. GAAP, in 2003 fixed charges exceeded earnings by NOK
2,346 million as a result of a U.S. GAAP loss of NOK
516 million and U.S. GAAP fixed charges of NOK
1,830 million. In 2005 and at June 30, 2006, the U.S.
GAAP ratio of earnings to fixed charges had a deficiency due to
negative U.S. GAAP income before extraordinary items. The amount
of the coverage deficiency was NOK 0.1 million in 2005
and NOK 1,066 million at June 30, 2006. See
note 34 to our audited consolidated financial statements
included in our Annual Report on Form 20-F/A for the fiscal
year ended December 31, 2005 filed with the SEC
August 29, 2006, which are incorporated into the prospectus
by reference. Our U.S. GAAP losses were driven by the impact of
market movements on the fair value of derivatives, for which
hedge accounting is not applied under U.S. GAAP.
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S-3
RISK FACTORS
Your investment in the notes entails risks. This prospectus
supplement does not describe all of the risks of an investment
in the notes. You should consult your own financial and legal
advisors about the risks entailed by an investment in the notes
and the suitability of your investment in the notes in light of
your particular circumstances. The notes are not an appropriate
investment for investors who are unsophisticated with respect to
the particular type of notes we may offer including foreign
currency transactions or transactions involving the type of
index or formula used to determine the amount payable or
otherwise. You should also consider carefully, among other
factors, the matters described in the documents incorporated
herein by reference, particularly the Risk Factors
beginning on page 6 of our
Form
20-F/A
for
the year ended December 31, 2005, as filed with the SEC
August 29, 2006, and any other matter described in any
applicable pricing supplement or product supplement.
Our credit ratings may not reflect all risks of an investment
in the notes
The credit ratings of our medium-term note program may not
reflect the potential impact of all risks related to structure
and other factors on any trading market for, or the trading
value of, the notes. In addition, real or anticipated changes in
our credit ratings will generally affect any trading market for,
or trading value of, the notes.
Any decline in our credit ratings may affect the market value
of your notes
Our credit ratings are an assessment of our ability to pay our
obligations, including those on the offered notes. Consequently,
actual or anticipated declines in our credit ratings may affect
the market value of your notes.
Early redemption may adversely affect your return on the
notes
If the notes are redeemable at our option, we may choose to
redeem the notes at times when prevailing interest rates are
relatively low. In addition, if the notes are subject to
mandatory redemption, we may be required to redeem the notes
also at times when prevailing interest rates are relatively low.
As a result, you generally will not be able to re-invest the
redemption proceeds in a comparable security at an effective
interest rate as high as the notes being redeemed.
There may not be any trading market for the notes, many
factors affect the trading market and value of the notes
We cannot assure you a trading market for the notes will ever
develop or be maintained. Unless the applicable pricing
supplement or product supplement states otherwise, your notes
will not be listed on any securities exchange or be included in
any interdealer market quotation system. As a result, there may
be little or no secondary market for your notes. Even if a
secondary market for your notes develops, it may not provide
significant liquidity and we expect the transaction costs in any
secondary market will be high. As a result, the differences
between bid and ask prices for your notes in any secondary
market could be substantial. In addition to our own
creditworthiness, many other factors may affect the trading
market value of, and trading market for, the notes. These
factors include:
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the complexity and volatility of the index or formula applicable
to the notes,
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the method of calculating the principal, premium and interest in
respect of the notes,
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the time remaining to the maturity of the notes,
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the outstanding amount of the notes,
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any redemption features of the notes,
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the amount of other securities linked to the index or formula
applicable to the notes, and
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the level, direction and volatility of market interest rates
generally.
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S-4
In addition, notes that are designed for specific investment
objectives or strategies often experience a more limited trading
market and more price volatility. There may be a limited number
of buyers when you decide to sell your notes. This may affect
the price you receive for your notes or your ability to sell
your notes at all. You should not purchase notes unless you
understand and know you can bear all of the investment risks
related to your notes.
Judgments of U.S. courts may not be enforceable against
us
There is no treaty between the United States and Norway
providing for reciprocal recognition and enforcement of
judgments rendered in connection with civil and commercial
disputes. Judgments of U.S. courts, including those
predicated on the civil liability provisions of the federal
securities laws of the United States, may not be enforceable in
Norwegian courts. Norwegian courts may review such judgments to
confirm compliance with Norwegian public policy and mandatory
provisions of law. As a result, our security holders that obtain
a judgment against us in the United States may not be able to
require us to pay the amount of the judgment. It may, however,
be possible for a U.S. investor to bring an original action
in a Norwegian court to enforce liabilities against us, or our
affiliates, directors, officers or any expert named herein, who
reside outside the United States, based upon the
U.S. federal securities laws.
Foreign currency risks
Changes in exchange rates and exchange controls could result
in a substantial loss to you
If you measure returns in a currency other than the specified
currency of the notes you are buying, you are subject to certain
risks. For example, if you measure investment return in
U.S. dollars, an investment in notes that are denominated
in, or the payment of which is determined with reference to, a
specified currency (as defined below) other than
U.S. dollars entails significant risks that are not
associated with a similar investment in securities denominated
in U.S. dollars. Similarly, an investment in an index
linked note on which all or part of any payment due is based on
a currency other than U.S. dollars has significant risks
that are not associated with a similar investment in non-index
linked notes or index linked notes based on U.S. dollars.
These risks include, without limitation:
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the possibility of significant changes in rates of exchange
between U.S. dollars and the specified currency, and
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the possibility of the imposition or modification of foreign
exchange controls with respect to the specified currency.
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These risks generally depend on factors over which we have no
control, such as economic events, political events, and the
supply of and demand for the relevant currencies.
In recent years, rates of exchange between U.S. dollars and
certain currencies have been highly volatile, and this
volatility may continue in the future. Fluctuations in any
particular exchange rate that have occurred in the past are not
necessarily indicative, however, of fluctuations in the rate
that may occur during the term of any note. Depreciation against
the U.S. dollar of a foreign currency or foreign currency
units in which a note is denominated would result in a decrease
in the effective yield of such note below its coupon rate, and
in certain circumstances could result in a loss to the investor
on a U.S. dollar basis.
Governments have from time to time imposed, and may in the
future impose, exchange controls that could affect exchange
rates as well as the availability of a foreign currency for
making payments on a note denominated in such currency. We can
give no assurances that exchange controls will not restrict or
prohibit payments of principal, premium, if any, and interest,
if any, in any currency or currency unit. Even if there are no
actual exchange controls, it is possible that on an interest
payment date or at maturity for any particular note, the foreign
currency for such note would not be available to us to make
payments of principal, premium and interest then due. In that
event, we will make such payments in U.S. dollars. See
The unavailability of currencies could result in a
substantial loss to you below.
S-5
The unavailability of currencies could result in a
substantial loss to you
Except as we specify in the applicable pricing supplement or
product supplement, if payment on a note is required to be made
in a specified currency other than U.S. dollars and such
currency is either unavailable due to the imposition of exchange
controls or other circumstances beyond our control, no longer
used by the government of the country issuing such currency, or
no longer used for the settlement of transactions by public
institutions of or within the international banking community,
then all payments with respect to the note shall be made in
U.S. dollars until such currency is again available or so
used. The amount so payable on any date in such foreign currency
shall be converted into U.S. dollars at a rate determined
on the basis of the most recently available market exchange rate
or as otherwise determined in good faith by us if the foregoing
is impracticable. Any payment in respect of such note made under
such circumstances in U.S. dollars will not constitute an
event of default under the indenture.
If the official unit of any component currency is altered by way
of combination or subdivision, the number of units of that
currency as a component shall be divided or multiplied in the
same proportion. If two or more component currencies are
consolidated into a single currency, the amounts of those
currencies as components shall be replaced by an amount in such
single currency equal to the sum of the amounts of the
consolidated component currencies expressed in such single
currency. If any component currency is divided into two or more
currencies, the amount of that original component currency as a
component shall be replaced by the amounts of such two or more
currencies having an aggregate value on the date of division
equal to the amount of the former component currency immediately
before such division.
The notes will not provide for any adjustment to any amount
payable as a result of any change in the value of the specified
currency of those notes relative to any other currency due
solely to fluctuations in exchange rates, or any redenomination
of any component currency of any composite currency, unless that
composite currency is itself officially redenominated.
Currently, there are limited facilities in the United States for
conversion of U.S. dollars into foreign currencies, and
vice versa. In addition, banks do not generally offer
non-U.S. dollar-denominated checking or savings account
facilities in the United States. Accordingly, payments on notes
made in a currency other than U.S. dollars will be made
from an account at a bank located outside the United States,
unless otherwise specified in the applicable pricing supplement
or product supplement.
Judgments in a foreign currency could result in a substantial
loss to you
The notes will be governed by and construed in accordance with
the laws of the State of New York. Courts in the United States
customarily have not rendered judgments for money damages
denominated in any currency other than U.S. dollars. The
Judiciary Law of New York State provides, however, that a
judgment based on an obligation denominated in a currency other
than U.S. dollars will be rendered in the foreign currency
of the underlying obligation. If a note is denominated in a
specified currency other than U.S. dollars, any judgment
under New York law is required to be rendered in the foreign
currency of the underlying obligation and converted into
U.S. dollars at a rate of exchange prevailing on the date
of entry of the judgment or decree.
Risks relating to index linked notes or notes linked to
certain assets
Index linked notes or notes linked to certain assets may have
risks not associated with a conventional debt security
An investment in index linked notes or notes linked to certain
assets (including, for example, credit linked notes, equity
linked notes or commodity linked notes, each of which we refer
to as an
asset linked note
) entails significant risks
that are not associated with an investment in a conventional
fixed rate debt security. Indexation of the interest rate of a
note may result in an interest rate that is less than that
payable on a conventional fixed rate debt security issued at the
same time, including the possibility that no interest will be
paid. Indexation of the principal of and/or premium on a note
may result in an amount of principal and/or premium payable that
is less than the original purchase price of the note, including
the possibility that no amount will be paid. The secondary
market for index linked notes or asset linked notes will be
affected by a number of factors, in addition to and
S-6
independent of our creditworthiness. Such factors include the
volatility of the index or asset selected, the time remaining to
the maturity, if any, of the notes, the amount outstanding of
the notes and market interest rates. The value of an index or an
asset can depend on a number of interrelated factors, including
economic, financial and political events, over which we have no
control. Additionally, if the formula used to determine the
amount of principal, premium and interest, in each case if any,
payable with respect to index linked notes contains a multiple
or leverage factor, the effect of any change in the index will
be increased. The historical experience of an index or the
market price of an underlying asset (that is, the asset to which
an asset linked note is linked) should not be taken as an
indication of its future performance. With respect to asset
linked notes providing for physical settlement, there is a risk
that the asset may cease to be available or cease to have value.
Thus, if you purchase an index linked note or asset linked note,
you may lose all or a portion of the principal or other amount
you invest and may receive no interest on your investment.
Accordingly, you should consult your own financial and legal
advisors as to the risks entailed by an investment in index
linked notes or asset linked notes.
Changes in the value of underlying assets of index linked
notes or asset linked notes could result in a substantial loss
to you
An investment in index linked notes or asset linked notes may
have significant risks that are not associated with a similar
investment in a debt instrument that has a fixed principal
amount, is denominated in U.S. dollars, and bears interest
at either a fixed rate or a floating rate based on nationally
published interest rate references.
The risks of a particular index linked note or asset linked note
will depend on the terms of that index linked note or asset
linked note. Such risks may include, but are not limited to, the
possibility of significant changes in the prices of the
underlying assets or economic or other measures making up the
relevant index. Underlying assets could include currencies,
commodities, securities (individual or baskets), and indices.
The risks associated with a particular index linked note or
asset linked note generally depend on factors over which we have
no control and which cannot readily be foreseen. These risks
include economic events, political events, and the supply of,
and demand for, the underlying assets.
In recent years, currency exchange rates and prices for various
underlying assets have been highly volatile. Such volatility may
continue in the future. Fluctuations in rates or prices that
have occurred in the past are not necessarily indicative,
however, of fluctuations that may occur during the term of any
index linked note or asset linked note.
In considering whether to purchase index linked notes or asset
linked note, you should be aware that the calculation of amounts
payable on index linked notes may involve reference to prices
that are published solely by third parties or entities which are
not regulated by the laws of the United States.
The risk of loss as a result of linking of principal or interest
payments on index linked notes or asset linked note to an index
and to the underlying assets can be substantial and you may lose
all or a portion of the principal and other amount you invest
and may receive no interest on your investment. You should
consult your own financial and legal advisors as to the risks of
an investment in index linked notes or asset linked notes.
The issuer of a security or currency that serves as an
underlying asset or comprises part of an index may take actions
that may adversely affect an index linked note or asset linked
note
The issuer of a note that serves as an underlying asset or an
index or part of an index for an index linked note will have no
involvement in the offer and sale of the index linked note and
no obligations to the holder of the index linked note. The
issuer may take actions, such as a merger or sale of assets,
without regard to your interests. Any of these actions could
adversely affect the value of a note linked or index linked to
the security or to an index of which that security is a
component.
The index for an index linked note may include a currency, and
the value of all asset linked notes that do not have physical
settlement terms will be denominated in a currency. The
government that issues that currency will have no involvement in
the offer and sale of the index linked note and no obligations
to the holder of the index linked note or asset linked note.
That government may take actions that adversely affect the value
of such a currency, and therefore the notes.
S-7
The volatility, availability and composition of indices could
result in a substantial loss to you
Certain indices are highly volatile. The expected principal
amount payable at maturity of, or the interest rate on, a note
based on a volatile index may vary substantially from time to
time. Because the principal amount payable at the maturity of,
or interest payable on, notes linked to an index is generally
calculated based on the value of the relevant index on a
specified date or over a limited period of time, volatility in
the index increases the risk that the return on the notes may be
adversely affected by a fluctuation in the level of the relevant
index.
The volatility of any index may be affected by political or
economic events, including governmental actions, or by the
activities of participants in the relevant markets. Any of these
could adversely affect the value of or return on a note linked
to such index.
Certain indices reference several different currencies,
commodities, securities or other financial instruments. The
compiler of such an index typically reserves the right to alter
the composition of the index and the manner in which the value
of the index is calculated. Such an alteration may result in a
decrease in the value of or return on a note which is linked to
such index.
An index or underlying asset may become unavailable due to such
factors as war, natural disasters, cessation of publication of
the index, or suspension of or disruption in trading in the
currency or currencies, commodity or commodities, security or
securities or other financial instrument or instruments
comprising or underlying such index. If an index or underlying
asset becomes unavailable, the determination of principal of or
interest on a note linked to an index may be delayed or an
alternative method may be used to determine the value of the
unavailable index. Alternative methods of valuation are
generally intended to produce a value similar to the value
resulting from reference to the relevant index. However, it is
unlikely that such alternative methods of valuation will produce
values identical to those which would be produced were the
relevant index to be used. An alternative method of valuation
may result in a decrease in the value of or return on a note
linked to an index or an asset.
Notes may be linked to indices which are not commonly utilized
or have been recently developed. The lack of a trading history
may make it difficult to anticipate the volatility or other
risks to which such a note is subject. In addition, there may be
less trading in such indices or instruments underlying such
indices, which could increase the volatility of such indices and
decrease the value of or return on notes relating thereto.
S-8
DESCRIPTION OF DEBT SECURITIES
The following description supplements the description of the
general terms and provisions of the debt securities set forth in
the accompanying prospectus under the heading Description
of debt securities. The specific terms of the notes
offered will be included in a pricing supplement or a product
supplement. The accompanying prospectus contains a detailed
summary of additional provisions of the notes and of the
indenture, dated February 20, 2004, between Eksportfinans
and The Bank of New York, as trustee (referred to as the
trustee
), under which the notes will be issued (the
indenture
). This is the same indenture under which we
issued notes relating to Registration Statement
Nos. 333-112973 and 333-124095. Certain provisions of this
section are summaries of the accompanying prospectus and subject
to its detailed provisions. You should read all the provisions
of the accompanying prospectus, including information
incorporated by reference, the applicable pricing supplement,
any applicable product supplement and the indenture.
General terms of the notes
Principal amount
We may offer from time to time the notes described in this
prospectus supplement, in any applicable pricing supplement and
in any applicable product supplement. We refer to the offering
of the notes as our medium-term note program. The notes are
being offered on a continuous basis.
Types of notes
We may issue fixed rate notes and floating rate notes, which are
distinguishable by the manner in which they bear interest.
Fixed rate notes
Fixed rate notes are notes that typically bear interest at a
fixed rate. However, fixed rate notes include zero coupon notes,
which bear no interest and are instead issued at a price lower
than the principal amount. Any interest will be paid on fixed
rate notes on dates specified in the applicable pricing
supplement or product supplement.
Floating rate notes
Floating rate notes provide an interest rate determined, and
adjusted periodically, by reference to any of the following
interest rate bases or formulae: Commercial Paper Rate, LIBOR,
EURIBOR, Prime Rate, Treasury Rate, CD Rate, CMT Rate, CMS Rate,
Federal Funds Rate or any other rate specified in any applicable
pricing supplement or product supplement. Interest will be paid
on floating rate notes on dates determined at the time of
issuance and as specified in any applicable pricing supplement
or product supplement. In some cases the rates may also be
adjusted by adding or subtracting a spread or multiplying by a
spread multiplier and there may be a maximum rate and a minimum
rate.
Index linked or asset linked notes
The notes may be issued from time to time as notes of which the
principal and premium and interest, if any, will be determined
by reference to prices, changes in prices, or differences
between prices, of currencies, commodities, derivatives,
securities, baskets of securities, or indices based on other
price, economic or other measures, in each case as set forth in
the applicable pricing supplement or product supplement. These
notes are referred to as
index linked notes
or
asset
linked notes
. Holders of such notes may receive a principal
amount at maturity, if any, that is greater than or less than
the face amount of the notes depending upon the relative value
of the specified index or underlying asset. Information as to
the method for determining the amount of principal, premium and
interest, in each case if any, payable in respect of index
linked notes or asset linked notes, the time and manner of such
payments, certain historical information with respect to the
specified index or asset, material tax considerations and other
information will be set forth in the applicable pricing
supplement or product
S-9
supplement. You should read carefully that information and the
section entitled Risk factors Risks relating
to index linked notes or notes linked to certain assets.
Amortizing notes
We may from time to time offer fixed rate notes on which all or
a portion of the principal amount is payable before the stated
maturity, if any, in accordance with a schedule, by application
of a formula or by reference to an index. These notes are
referred to as
amortizing notes
. Unless otherwise
specified in the applicable pricing supplement or product
supplement, interest on each amortizing note will be computed on
the basis of a 360-day year of twelve 30-day months. Payments
with respect to amortizing notes will be applied first to
interest and then to principal. Further information concerning
additional terms and provisions of amortizing notes, including
repayment information, will be specified in the applicable
pricing supplement or product supplement.
Exchangeable notes
We may issue notes, which we refer to as
exchangeable
notes
, that are optionally or mandatorily exchangeable into:
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the securities of an entity other than the issuer, including
securities of entities not affiliated with us,
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a basket of those securities, or
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any combination of the above.
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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.
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 securities at a specified rate of exchange. If
specified in the applicable pricing supplement or product
supplement, we will have the option to redeem the optionally
exchangeable note prior to maturity, if any. If the holder of an
optionally exchangeable note does not elect to exchange the note
prior to maturity, if any, or any applicable redemption date,
the holder will receive the principal amount of the note plus
any accrued interest at maturity, if any, or upon redemption.
Mandatorily exchangeable notes
At maturity, if any, the holder of a mandatorily exchangeable
note must exchange the note for the underlying securities at a
specified rate of exchange, and, therefore, depending upon the
value of the underlying securities at maturity, if any, the
holder of a mandatorily exchangeable note may receive less than
the principal amount of the note at maturity, if any. If so
indicated in the applicable pricing supplement or product
supplement, the specified rate at which a mandatorily
exchangeable note may be exchanged may vary depending on the
value of the underlying securities 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 securities. Mandatorily 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 securities.
Payments upon exchange
The applicable pricing supplement or product supplement will
specify whether upon exchange, at maturity, if any, or
otherwise, the holder of an exchangeable note may receive, at
the specified exchange rate, either the underlying securities or
the cash value of the underlying securities. The underlying
securities may be the securities of either U.S. or foreign
entities or both. 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
security or securities are quoted. Exchangeable notes may have
other terms, which will be specified in the applicable pricing
supplement or product supplement.
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Special requirements for exchange of global securities
If an optionally exchangeable note is represented by a global
note, the depositarys nominee will be the holder of that
note and therefore will be the only entity that can exercise a
right to exchange. In order to ensure that the depositarys
nominee will timely exercise a right to exchange a particular
note or any portion 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 that note to
notify the depositary of its desire to exercise a right to
exchange. 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 will be delivered to the depositary.
Payments upon acceleration of maturity or tax redemption
If the principal amount payable at maturity, if any, of any
exchangeable note is declared due and payable prior to maturity,
if any, 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
maturity date, if any, plus accrued interest, if any, to but
excluding the date of payment.
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For the purpose of determining whether holders of the requisite
principal amount of securities outstanding under the indenture
have made a demand or given a notice or waiver or taken any
other action, the outstanding principal amount of index linked
notes will be deemed to be the face amount of the index linked
notes. In the event of an acceleration of the maturity, if any,
of an index linked note, the principal amount payable to the
holder of that note upon acceleration will be the principal
amount determined by reference to the formula by which the
principal amount of the note would be determined on the maturity
date, if any, as if the date of acceleration were the maturity
date, if any.
Original issue discount notes
We may from time to time offer original issue discount notes.
The applicable pricing supplement or product supplement for the
original issue discount notes may provide that the holders will
not receive periodic interest payments. Additional provisions
relating to the original issue discount notes may be described
in the applicable pricing supplement or product supplement. By
an original issue discount note, we mean either:
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a note, including any zero coupon note, that has a stated
redemption price at stated maturity, if any, that exceeds its
issue price by at least 0.25% of its stated redemption price at
maturity, if any, multiplied by the number of full years from
the original issue date to stated maturity, if any, or
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any other note we designate as issued with original issue
discount for U.S. Federal income tax purposes.
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For the purpose of determining whether holders of the requisite
principal amount of notes outstanding under the indenture have
made a demand or given a notice or waiver or taken any other
action, the outstanding principal amount of original issue
discount notes shall be deemed to be the amount of the principal
that would be due and payable upon acceleration of the stated
maturity, if any, as of the date of such determination. See
U.S. taxation U.S. Federal income
tax consequences to U.S. holders Original issue
discount below for further information about tax
consequences of an investment in original issue discount notes.
Dual currency notes
We may from time to time offer notes for which we have a
one-time option to pay the principal, premium and interest, in
each case if any, on the notes in an optional currency specified
in the applicable pricing
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supplement that is a different currency from the currency
specified in the note. These notes are referred to as
dual
currency notes
. We shall specify in the applicable pricing
supplement or product supplement for the dual currency note:
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the specified currency,
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the optional payment currency,
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the designated exchange rate,
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the option election dates, and
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the interest payment dates for dual currency notes.
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The amounts payable and the method for calculating these amounts
with respect to dual currency notes and any additional terms and
conditions of any issue of dual currency notes will be specified
in the applicable pricing supplement or product supplement.
Maturity
Unless redeemed by us or repurchased at the option of the
holder, or accelerated after a default, or otherwise each note,
other than a note with no maturity date, will mature on a
Business Day as specified in the applicable pricing supplement
or product supplement.
Extension of maturity
If we have provided in any note the option for us to extend the
stated maturity, if any, for one or more periods, each an
extension period, up to but not beyond the final maturity date,
if any, described in the applicable pricing supplement or
product supplement relating to such note, such pricing
supplement or product supplement will indicate such option and
the basis or formula, if any, for setting the interest rate, in
the case of a fixed rate note, or the spread and/or spread
multiplier, in the case of a floating rate note, applicable to
any such extension period, and such pricing supplement or
product supplement will describe any special tax consequences to
holders of such notes.
We may exercise such option with respect to a note by notifying
the trustee of such exercise at least 45 but not more than 60
calendar days (unless otherwise specified in the applicable
pricing supplement or product supplement) prior to the original
stated maturity, if any, of such note, in effect prior to the
exercise of such option. No later than 40 calendar days (unless
otherwise specified in the applicable pricing supplement or
product supplement) prior to the original stated maturity, if
any, the trustee will mail to the holder of such note an
extension notice relating to such extension period, first class,
postage prepaid, setting forth:
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our election to extend the stated maturity, if any, of such note,
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the new stated maturity,
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in the case of a fixed rate note, the interest rate applicable
to the extension period or, in the case of a floating rate note,
the spread and/or spread multiplier applicable to the extension
period, and
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the provisions, if any, for redemption during the extension
period, including the date or dates on which or the period or
periods during which and the price or prices at which such
redemption may occur during the extension period.
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When the trustee has mailed an extension notice to the holder of
a note, the stated maturity, if any, of such note shall be
extended automatically as described in the extension notice,
and, except as modified by the extension notice and as described
in the next paragraph, such note will have the same terms as
prior to the mailing of such extension notice.
Notwithstanding the above, not later than 20 calendar days
(unless otherwise specified in the applicable pricing supplement
or product supplement) prior to the original stated maturity, if
any, for a note, we may, at our option, revoke the interest
rate, in the case of a fixed rate note, or the spread and/or
spread multiplier, in the case
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of a floating rate note, provided for in the extension notice
and establish a higher interest rate, in the case of a fixed
rate note, or a higher spread and/or spread multiplier, in the
case of a floating rate note, for the extension period by
mailing or causing the trustee to mail notice of such higher
interest rate or higher spread and/or spread multiplier, as the
case may be, first class, postage prepaid, to the holder of such
note. Such notice shall be irrevocable. All notes with respect
to which the stated maturity, if any, is extended will bear such
higher interest rate, in the case of a fixed rate note, or
higher spread and/or spread multiplier, in the case of a
floating rate note, for the extension period.
If we elect to extend the stated maturity, if any, of a note,
the direct holder of such note will have the option to elect
repayment of such note by us at the original stated maturity, if
any, at a price equal to the principal amount of such note plus
any accrued interest to such date. In order for a note to be so
repaid on the original stated maturity, if any, the direct
holder must follow the procedures described below under
Optional early redemption (put) for optional
repayment, except that the period for delivery of such note or
notification to the trustee shall be at least 25 but not more
than 35 calendar days (unless otherwise specified in the
applicable pricing supplement or product supplement) prior to
the original stated maturity, if any, and except that a direct
holder who has tendered a note for repayment pursuant to an
extension notice may, by written notice to the trustee, revoke
any such tender for repayment until the close of business on the
tenth day prior to the original stated maturity, if any.
Redenomination
If payments on the notes are to be made in a foreign currency
and the issuing country of that currency becomes a participating
member state of the European Monetary Union, then we may, solely
at our option and without the consent of holders or the need to
amend the indenture or the notes, redenominate all of those
notes into euro (whether or not any other similar debt
securities are so redenominated) on any interest payment date
and after the date on which that country became a participating
member state. We will give holders at least 30 calendar
days notice of the redenomination, including a description
of the way we will implement it.
If we elect to redenominate a tranche of notes, the election to
redenominate will have effect, as follows:
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each denomination will be deemed to be denominated in such
amount of euro as is equivalent to its denomination or the
amount of interest so specified in the relevant foreign currency
at the fixed conversion rate adopted by the Council of the
European Union for the relevant foreign currency, rounded down
to the nearest
0.01,
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after the redenomination date, all payments in respect of those
notes, other than payments of interest in respect of periods
commencing before the redenomination date, will be made solely
in euro as though references in those notes to the relevant
foreign currency were to euro. Payments will be made in euro by
credit or transfer to a euro account (or any other account to
which euro may be credited or transferred) specified by the
payee, or at the option of the payee, by a euro check,
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if those notes are notes which bear interest at a fixed rate and
interest for any period ending on or after the redenomination
date is required to be calculated for a period of less than one
year, it will be calculated on the basis of the applicable
fraction specified in the applicable pricing supplement or
product supplement,
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if those notes are notes which bear interest at a floating rate,
the applicable pricing supplement or product supplement will
specify any relevant changes to the provisions relating to
interest, and
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such other changes shall be made to the terms of those notes as
we may decide, after consultation with the trustee, and as may
be specified in the notice, to conform them to conventions then
applicable to debt securities denominated in euro or to enable
those notes to be consolidated with other notes, whether or not
originally denominated in the relevant foreign currency or euro.
Any such other changes will not take effect until after they
have been notified to the holders.
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Ranking
The notes will be unsecured indebtedness and, unless otherwise
specified in any applicable pricing supplement or product
supplement, will constitute a single series of debt securities
issued under the indenture. Unless otherwise provided in the
applicable pricing supplement or product supplement, the notes
will rank equally in right of payment to all of our other
existing and future unsecured and unsubordinated debt. If
subordinated notes are issued as indicated in the applicable
pricing supplement or product supplement, such notes will be
subordinate in right of payment to the prior payment in full of
all senior debt of the issuer, as described in the accompanying
prospectus under the heading Description of debt
securities Subordination.
Rating
A pricing supplement or product supplement may indicate that the
notes are expected on issue to be assigned a particular rating
by Moodys Investors Service, Standard & Poors
Ratings Services, a Division of the McGraw-Hill Companies or
Fitch Ratings Limited. A security rating is not a recommendation
to buy, sell or hold the securities and may be subject to
revision, suspension or withdrawal at any time by the assigning
rating organization. A security rating will depend on, among
other things, the criteria used by the assigning rating
organization in issuing ratings. Real or anticipated changes in
the rating, including changes due to a change in the criteria
used by the rating organization, will generally affect the value
of the notes.
Form, exchange and transfer
The form, exchange or transfer of notes will be described and
effected as specified in the accompanying prospectus under the
headings Description of debt securities Form,
exchange and transfer and Description of debt
securities Global securities.
Unless the applicable pricing supplement or product supplement
specifies otherwise, the notes will be represented by one or
more global notes that will be deposited with and registered in
the name of the Depository Trust Company (
DTC
) or its
nominee. Additionally, from time to time as specified in the
applicable pricing supplement or product supplement, we may
issue the notes represented by one or more global notes
deposited with and registered in the name of Euroclear
(
Euroclear
) and/or Clearstream, Luxembourg
(
Clearstream
) or their nominees.
Except as described in the accompanying prospectus under
Description of debt securities Global
securities, a global note is not exchangeable, except for
a global note of like denomination to be registered in the name
of the depositary or their respective nominees.
Investors may elect to hold interests in the notes held by DTC
through Clearstream or Euroclear if they are participants in
those systems, or indirectly through organizations which are
participants in those systems. Clearstream and Euroclear will
hold interests on behalf of their participants through
securities accounts in the names of Clearstream and Euroclear on
the books of their respective depositaries, which in turn will
hold such interests in the registered notes in securities
accounts in the depositaries names on the books of DTC.
Clearstream and Euroclear have provided us with the following
information:
Clearstream
Clearstream is incorporated under the laws of Luxembourg as a
professional depositary. Clearstream holds securities for its
participating organizations (
Clearstream participants
)
and facilitates the clearance and settlement of securities
transactions between Clearstream participants through electronic
book-entry changes in accounts of Clearstream participants,
thereby eliminating the need for physical movement of
certificates. Clearstream provides to Clearstream participants,
among other things, services for safekeeping, administration,
clearance and settlement of internationally traded securities
and securities lending and borrowing. Clearstream interfaces
with domestic securities markets in several countries. As a
professional depositary, Clearstream is subject to regulation by
the Luxembourg Commission for the Supervision of the Financial
Sector (
Commission de Surveillance du Secteur Financier
).
Clearstream participants are recognized financial institutions
around the world, including underwriters, securities brokers and
dealers, banks, trust companies, clearing corporations and
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certain other organizations and may include the agents.
Clearstream participants in the U.S. are limited to
securities brokers and dealers and banks. Indirect access to
Clearstream is also available to others, such as banks, brokers,
dealers and trust companies that clear through or maintain a
custodial relationship with a Clearstream participant either
directly or indirectly.
Distributions with respect to notes held beneficially through
Clearstream will be credited to cash accounts of Clearstream
participants in accordance with its rules and procedures, to the
extent received by the U.S. depositary for Clearstream.
Euroclear
Euroclear was created in 1968 to hold securities for
participants of Euroclear (
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
certificates and any risk from lack of simultaneous transfers of
securities and cash. Euroclear performs various other services,
including securities lending and borrowing and interacts with
domestic markets in several countries. Euroclear is operated by
Euroclear Bank S.A./N.V. (the
Euroclear operator
) under
contract with Euroclear plc, a U.K. corporation. All operations
are conducted by the Euroclear operator, and all Euroclear
securities clearance accounts and Euroclear cash accounts are
accounts with the Euroclear operator, not Euroclear plc.
Euroclear plc establishes policy for Euroclear on behalf of
Euroclear participants. Euroclear participants include banks,
including central banks, securities brokers and dealers and
other professional financial intermediaries and may include the
underwriters. Indirect access to Euroclear is also available to
other firms that clear through or maintain a custodial
relationship with a Euroclear participant, either directly or
indirectly.
The Euroclear operator is a Belgian bank. As such it is
regulated by the Belgian Banking and Finances Commission.
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
Euroclear, withdrawals of securities and cash from Euroclear,
and receipts of payments with respect to securities in
Euroclear. All securities in Euroclear are held on a fungible
basis without attribution of specific certificates to specific
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 notes held beneficially through
Euroclear 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 Euroclear.
Euroclear has further advised the issuer that investors that
acquire, hold and transfer interests in the notes 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 such an intermediary and each other
intermediary, if any, standing between themselves and the global
securities certificates.
Global clearance and settlement procedures
Initial settlement for the notes will be made in immediately
available funds. Secondary market trading between DTC
participants will occur in the ordinary way in accordance with
DTC rules and will be settled in immediately available funds
using DTCs Same Day Funds Settlement System. Secondary
market trading between Clearstream participants and/or Euroclear
participants will occur in the ordinary way in accordance with
the applicable rules and operating procedures of Clearstream and
Euroclear 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 DTC, on the one hand, and directly or
indirectly through Clearstream participants or Euroclear
participants, on the other, will be effected through DTC in
accordance with DTC rules on behalf of the relevant European
international clearing system by
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its U.S. depositary; however, such cross market
transactions will require delivery of instructions to the
relevant European international clearing system by the
counterparty in such system in accordance with its rules and
procedures and within its established deadlines. 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 or receiving notes through DTC, and
making or receiving payment in accordance with normal procedures
for same day funds settlement applicable to DTC. Clearstream
participants and Euroclear participants may not deliver
instructions directly to their respective U.S. depositaries.
Because of time zone differences, credits of notes received
through Clearstream or Euroclear as a result of a transaction
with a DTC participant will be made during subsequent securities
settlement processing and dated the business day following the
DTC settlement date. Such credits or any transactions in such
notes settled during such processing will be reported to the
relevant Euroclear participants or Clearstream participants on
such business day. Cash received in Clearstream or Euroclear as
a result of sales of notes by or through a Clearstream
participant or a Euroclear participant to a DTC participant will
be received with value on the DTC settlement date but will be
available in the relevant Clearstream or Euroclear cash account
only as the business day following settlement in DTC.
Although DTC, Clearstream and Euroclear have agreed to the
foregoing procedures in order to facilitate transfers of notes
among participants of DTC, Clearstream and Euroclear, they are
under no obligation to perform or continue to perform such
procedures and such procedures may be modified or discontinued
at any time. Neither we nor the paying agent will have any
responsibility for the performance by DTC, Euroclear or
Clearstream or their respective direct or indirect participants
of their obligations under the rules and procedures governing
their operations.
Currency
The notes may be denominated in U.S. dollars or in foreign
currencies or composite currency units, which will be described
in any applicable pricing supplement or product supplement. Such
foreign currency or composite currency unit is referred to as
the
specified currency
. If a specified currency is not
described in a pricing supplement or product supplement, the
notes will be denominated in U.S. dollars and payments of
principal, premium and interest, in each case if any, will be
made in U.S. dollars in the manner described in this
prospectus supplement. If any of the notes are to be denominated
in a foreign currency, additional information about the terms of
these notes and other matters of interest to the holders of
these notes will be described in a pricing supplement or product
supplement.
Denominations
The authorized denominations of the notes denominated in
U.S. dollars will be $1,000.00 and any multiple thereof
unless otherwise specified in any applicable pricing supplement
or product supplement. The authorized denominations of notes
denominated in a foreign currency will be set forth in any
applicable pricing supplement or product supplement.
Payment of principal and interest
Payments on book-entry notes
Notes denominated in U.S. dollars
Payments of principal, premium and interest, in each case if
any, on the notes will be made pursuant to the applicable
procedures of the depositary detailed in the accompanying
prospectus under the heading Description of debt
securities Global securities.
Notes denominated other than in U.S. dollars
We understand that pursuant to the current practices of DTC, DTC
elects to have all payments made on global notes for which it is
the depositary made in U.S. dollars, regardless of the
specified currency, unless notified by a bank or broker
participating in its book-entry system through which an indirect
holders beneficial
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interest in a global note may be held, that such indirect holder
elects to receive payment in the specified currency outside of
the facilities of DTC. Unless otherwise specified in the
applicable pricing supplement or product supplement, the
following must occur for a beneficial owner of notes in
book-entry form that are denominated in a specified currency
other than U.S. dollars to receive payments of principal or
any premium or interest in that specified currency:
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The beneficial owner must notify the participant of the
depositary through which its interest is held on or before the
applicable regular record date, in the case of a payment of
interest, and on or before the sixteenth day, whether or not a
Business Day, before the stated maturity of the notes (if any),
in the case of principal or premium, of the beneficial
owners election to receive all or a portion of any payment
in a specified currency; the participant must notify the
depositary of any election on or before the third Business Day
after the regular record date, and
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The depositary must notify the paying agent of the election on
or before the fifth Business Day after the regular record date
in the case of payment of interest or the tenth Business Day
prior to the payment date for any payment of principal or
premium.
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If complete instructions are received by the participant and
forwarded to the depositary, and forwarded by the depositary to
the paying agent, on or before the relevant dates, the
beneficial owner of the notes in book-entry form will receive
payment in the specified currency and the paying agent will pay
such amount in the specified currency to the participant
directly. See additional discussion with respect to
non-U.S. dollar denominated notes in Special
provisions relating to foreign currency notes. If the
preceding procedures are not followed, an indirect owner will
receive payment through the facilities of the depositary in
U.S. dollars.
Payment on certificated notes
Notes denominated in U.S. dollars
Where payments of principal, premium and interest, in each case
if any, and interest for a certificated note are to be made in
U.S. dollars, payments will be made in immediately
available funds, provided that the note is presented to the
trustee in time for the trustee to make the payments in such
funds in accordance with its normal procedures. Notwithstanding
the foregoing, where payments of interest and, in the case of
amortizing notes, principal and premium, if any, with respect to
any certificated note, other than amounts payable at maturity,
if any, are to be made in U.S. dollars, the payments may,
at our option, be paid by check mailed to the address of the
person in whose name a certificated note is registered at the
close of business on the applicable record date, as such address
appears in the security register.
Notes denominated other than in U.S. dollars
Unless we otherwise indicate in the applicable pricing
supplement or product supplement, payments of principal, premium
and interest, in each case if any, with respect to any
certificated note to be made in a specified currency other than
U.S. dollars will be paid in immediately available funds by
wire transfer to such account maintained by the holder with a
bank designated by the holder on or prior to the regular record
date or at least 15 calendar days prior to maturity, if
any, as the case may be, provided that such bank has the
appropriate facilities for such a payment in the specified
currency. However, it is also necessary that with respect to
payments of principal, premium and interest, in each case if
any, at maturity, if any, the note is presented to the trustee
in time for the trustee to make such payment in accordance with
its normal procedures, which shall require presentation no later
than two Business Days prior to maturity, if any, in order to
ensure the availability of immediately available funds in the
specified currency at maturity, if any. A holder must make such
designation by filing the appropriate information with the
trustee and, unless revoked, any such designation made with
respect to any note will remain in effect with respect to any
further payments payable to such holder with respect to such
note.
If we so specify in the applicable pricing supplement or product
supplement, payments of principal and premium, in each case if
any, and interest with respect to any foreign currency note that
is a certificated note, will be made in U.S. dollars if the
holder of such note elects to receive all such payments in
U.S. dollars by delivery of
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a written request to the trustee either on or prior to the
regular record date for such certificated note or at least
15 calendar days prior to maturity, if any. Such election
may be in writing, mailed or hand delivered, or by cable, telex
or other form of facsimile transmission, to the trustee. A
holder of a foreign currency note which is a certificated note
may elect to receive payment in U.S. dollars for all
principal, premium and interest payments, in each case if any
and need not file a separate election for each payment. Such
election will remain in effect until revoked by written notice
to the trustee, but written notice of such revocation must be
received by the trustee either on or prior to the regular record
date or at least 15 calendar days prior to maturity, if any.
Holders of foreign currency notes whose notes are held in the
name of a broker or nominee should contact such broker or
nominee to determine whether and how an election to receive
payments in U.S. dollars may be made.
Calculation of exchange rate
The U.S. dollar amount to be received by a holder of a note
with a specified currency other than U.S. dollars, whether
such note is held in certificated or book-entry form, will be
based upon the exchange rate as determined by the exchange rate
agent based on the most favorable bid quotation of
U.S. dollars for us received by such 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 in The City of New York
selected by the exchange rate agent and approved by us, one of
which may be the exchange rate agent, for the purchase by the
quoting dealer, for settlement on such payment date, of the
aggregate amount of the specified currency payable on such
payment date in respect of all notes denominated in such
specified currency. If three quoting dealers are not available,
then two dealers will be used. If no such bid quotations are
available, payments will be made in the specified currency,
unless such specified currency is unavailable due to the
imposition of exchange controls or other circumstances beyond
our control, in which case payment will be made as described
below under Special provisions relating to foreign
currency notes. All currency exchange costs will be borne
by the holders of such notes by deductions from such payments.
Unless we otherwise specify in the applicable pricing supplement
or product supplement, Citibank N.A., will be the exchange rate
agent for the notes.
In the event of an official redenomination of a specified
currency for a note, our obligations with respect to payments on
a note denominated in that currency will be deemed immediately
following such redenomination to provide for payment of
equivalent amounts of redenominated currency. In no event will
any adjustment be made to any amount payable under a note as a
result of any change in the value of a specified currency
relative to any other currency due solely to fluctuations in
exchange rates.
Interest and interest rates
Unless otherwise specified in the applicable pricing supplement
or product supplement, each note will accrue any interest from
and including its date of issue or from and including the most
recent date to which interest on the note has been paid or duly
provided for. The applicable pricing supplement or product
supplement will designate whether a particular note bears
interest at a fixed or floating rate. In the case of a floating
rate note, the applicable pricing supplement or product
supplement will also specify whether the note will bear interest
based on the Commercial Paper Rate, LIBOR, EURIBOR, the Prime
Rate, the Treasury Rate, the CD Rate, the CMT Rate, the CMS
Rate, the Federal Funds Rate or on another interest rate or
combination of interest rate bases set forth in the applicable
pricing supplement or product supplement.
The rate of interest on floating rate notes will reset daily,
weekly, monthly, quarterly, semi-annually, annually or
otherwise. The reset dates will be specified in the applicable
pricing supplement or product supplement and on the face of each
note. See Interest rate reset below. In addition,
the applicable pricing supplement or product supplement will
specify the spread or spread multiplier, if any, and the maximum
interest rate or minimum interest rate, if any, applicable to
each floating rate note.
The interest rate on the notes will in no event be higher than
the maximum rate permitted by applicable law.
S-18
Interest on a note will be payable on the first interest payment
date following its date of issue, unless the date of issue is on
or after the record date for the first interest payment date, in
which case interest will be payable beginning on the second
interest payment date following the date of issuance.
If any interest payment date with respect to any floating rate
note, other than an interest payment date that is also the
maturity date of that note, if any, falls on a day that is not a
Business Day, that interest payment date will be postponed to
the next day that is a Business Day and interest will continue
to accrue. However, in the case of a LIBOR or EURIBOR note, if
the next Business Day is in the following calendar month, the
interest payment date will be the preceding Business Day. If the
maturity date, if any, of any floating or fixed rate note, or an
interest payment date for any fixed rate note falls on a day
that is not a Business Day, payment of principal, premium,
interest, in each case if any, with respect to that note will be
paid on the next Business Day. No interest on that payment will
accrue from and after that maturity date, if any, or interest
payment date. Interest payable at maturity, if any, will be
payable to the person to whom principal is payable.
Interest rates we offer with respect to the notes may differ
depending upon, among other things, the aggregate principal
amount of notes purchased in any single transaction. We may from
time to time change interest rates, interest rate formulas and
other variable terms of the notes. No change, however, will
affect any note already issued or as to which an offer to
purchase has been accepted by us.
Fixed rate notes
The applicable pricing supplement or product supplement relating
to an offering of fixed rate notes will designate one or more
fixed rates of interest per year payable on the notes. The rate
may change as described above under Extension of
maturity and below under Interest rate reset.
The rate of interest may be zero. Interest on the notes will be
payable in arrears on the interest payment dates specified in
the applicable pricing supplement or product supplement. Unless
otherwise specified in the applicable pricing supplement or
product supplement, the regular record dates for payment of
interest will be the date (whether or not a Business Day) that
is 15 calendar days (unless otherwise specified in the
applicable pricing supplement or product supplement) immediately
preceding the interest payment dates specified in the applicable
pricing supplement or product supplement; and interest, if any,
on U.S. dollar-denominated fixed rate notes will be
computed on the basis of a
360-day
year of twelve
30-day
months.
Floating rate notes
Unless we otherwise specify in the applicable pricing supplement
or product supplement, each floating rate note will bear
interest at a variable rate determined by reference to an
interest rate formula or formulas, which may be adjusted by
adding or subtracting the spread and/or multiplying by the
spread multiplier, each as described below. A floating rate note
may also have either or both of the following:
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a maximum numerical interest rate limitation, or ceiling, on the
rate of interest which may accrue during any interest period, and
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a minimum numerical interest rate limitation, or floor, on the
rate of interest that may accrue during any interest period.
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The spread is the number of basis points specified by us in the
applicable pricing supplement or product supplement as being
applicable to the interest rate for such note. The spread
multiplier is the percentage specified by us in the applicable
pricing supplement or product supplement as being applicable to
the interest rate for such note.
The applicable pricing supplement or product supplement relating
to a floating rate note will designate an interest rate basis or
bases for such floating rate note. Such basis or bases may be:
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the Commercial Paper Rate, in which case such note will be a
Commercial Paper Rate note,
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LIBOR, in which case such note will be a LIBOR note,
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EURIBOR in which case such note will be a EURIBOR note,
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S-19
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the Prime Rate, in which case such note will be a Prime Rate
note,
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the Treasury Rate, in which case such note will be a Treasury
Rate note,
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the CD Rate, in which case such note will be a CD Rate note,
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the CMT Rate, in which case such note will be a CMT Rate note,
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the CMS Rate, in which case such note will be a CMS Rate note,
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the Federal Funds Rate, in which case such note will be a
Federal Funds Rate note, or
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such other interest rate formula or formulae (which may include
a combination of more than one of the interest rate bases
described above) as may be described in the applicable pricing
supplement or product supplement.
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In addition, in the applicable pricing supplement or product
supplement we will define or particularize for each note the
following terms, if applicable: initial interest rate, interest
payment dates, Index Maturity, Index Currency, Calculation Date
and Interest Reset Date with respect to such note.
Unless otherwise specified in the applicable pricing supplement
or product supplement, Citibank, N.A. will be the calculation
agent with respect to the calculation of rates of interest
payable on floating rate notes. The calculation agent will
promptly notify the trustee (and, in the case of floating rate
notes listed on the Luxembourg Stock Exchange, the Luxembourg
paying agent) of each determination of the interest rate. The
calculation agent will also notify the trustee (and, in the case
of floating rate notes listed on the Luxembourg Stock Exchange,
the Luxembourg paying agent) of the interest rate, the interest
amount, the interest period and the interest payment date
related to each interest reset date as soon as such information
is available. The calculation agent and the Luxembourg paying
agent will make such information available to the holders of
such notes upon request and, in the case of notes listed on the
Luxembourg Stock Exchange, the Luxembourg Stock Exchange. The
calculation agents determination of any interest rate, and
its calculation of the amount of interest for any interest
period, will be final and binding in the absence of manifest
error. Upon the request of a registered holder of a floating
rate note, the calculation agent will provide the interest rate
then in effect and, if different, the interest rate that will
become effective as a result of a determination made on the most
recent Interest Determination Date with respect to that floating
rate note.
Unless otherwise specified in the applicable pricing supplement
or product supplement:
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the regular record date for payment of interest will be the
fifteenth day before the day on which interest will be paid,
whether or not such day is a Business Day, and
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each interest payment on any floating rate note will include
interest accrued from and including the date of issue or the
last date to which interest has been paid, as the case may be,
to, but excluding, the applicable interest payment date or the
date of maturity, if any, as the case may be.
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Accrued interest on a floating rate note will be calculated by
multiplying the principal amount of the note by an accrued
interest factor. The accrued interest factor will be computed by
adding the interest factors calculated for each day in the
period for which accrued interest is being calculated. Unless
otherwise specified in the applicable pricing supplement or
product supplement, the interest factor for each day is computed
by dividing the interest rate in effect on that day by:
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the actual number of days in the year, in the case of Treasury
Rate notes and CMT rate notes, or
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360 days, in the case of all other floating rate notes.
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The interest rate on a floating rate note in effect on any day
will be:
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if the day is an Interest Reset Date, the interest rate with
respect to the Interest Determination Date relating to that
Interest Reset Date, or
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if the day is not an Interest Reset Date, the interest rate with
respect to the Interest Determination Date relating to the
preceding Interest Reset Date.
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S-20
The interest rate in effect for the period from the date of
issue to, but excluding, the first Interest Reset Date will be
the initial interest rate specified in the applicable pricing
supplement or product supplement.
Except as otherwise specified in the applicable pricing
supplement or product supplement, all percentages and decimals
resulting from any calculation of interest on floating rate
notes will be rounded, if necessary, to the nearest
one-hundred
thousandth
of a percentage point, with five
one-millionths
of a
percentage point rounded upwards. For example, 9.876545% (or
0.09876545) will be rounded to 9.87655% (or 0.0987655) and
9.876544% (or 0.09876544) will be rounded to 9.87654% (or
0.0987654). All dollar amounts used in or resulting from any
such calculation will be rounded to the nearest cent (with
one-half cent being rounded upwards) and, in the case of notes
denominated in a specified currency other than
U.S. dollars, to the nearest corresponding hundredth of a
unit. Amounts of
one-half
cent, or five
one-thousandths
of a
unit, or more will be rounded upward.
Commercial Paper Rate notes
A Commercial Paper Rate note will bear interest at an interest
rate calculated with reference to the Commercial Paper Rate and
the spread or spread multiplier, if any, as specified in the
Commercial Paper Rate note and the applicable pricing supplement
or product supplement.
Unless otherwise specified in the applicable pricing supplement
or product supplement, the Commercial Paper Rate for
any Interest Determination Date is the Money Market Yield of the
rate on that date for commercial paper having the Index Maturity
specified in the applicable pricing supplement or product
supplement, as published in H.15(519), on the Calculation Date
pertaining to that Interest Determination Date under the heading
Commercial paper Nonfinancial.
The following procedures will be followed if the Commercial
Paper Rate cannot be determined as described above:
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If the rate is not published in H.15(519) by 3:00 p.m., New
York City time, on the Calculation Date, the Commercial Paper
Rate will be the Money Market Yield of the rate on that Interest
Determination Date for commercial paper having the Index
Maturity designated in the applicable pricing supplement or
product supplement, as published in H.15 Daily Update under the
heading Commercial paper Nonfinancial.
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If the rate is not published in either H.15(519) or H.15 Daily
Update by 3:00 p.m., New York City time, on the Calculation
Date, then the calculation agent will determine the Commercial
Paper Rate to be the Money Market Yield of the arithmetic mean
of the following offered rates for commercial paper having the
Index Maturity specified in the applicable pricing supplement or
product supplement and placed for an industrial issuer whose
senior unsecured bond rating is AA, or the
equivalent, from a nationally recognized rating agency: the
rates offered as of 11:00 a.m., New York City time, by
three leading dealers of commercial paper in The City of New
York. The calculation agent, after consultation with us, will
select the three dealers referred to above. These dealers may
include one or more of the agents named on the cover of this
prospectus supplement or their affiliates.
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If fewer than three dealers selected by the calculation agent
are quoting as mentioned above, the Commercial Paper Rate will
be the Commercial Paper Rate in effect on that Interest
Determination Date or, if that Interest Determination Date is
the first Interest Determination Date, the initial interest rate.
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LIBOR notes
A LIBOR note will bear interest at an interest rate, calculated
with reference to the London Interbank Offered Rate
(
LIBOR
) and the spread or spread multiplier, if any, as
specified in the LIBOR note and the applicable pricing
supplement or product supplement. Unless otherwise specified in
the applicable pricing supplement or product supplement, the
calculation agent will determine LIBOR as follows:
With respect to each interest determination date:
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If LIBOR Moneyline Telerate is specified in the
applicable pricing supplement or product supplement, LIBOR will
be the rate for deposits in the Index Currency having the Index
Maturity specified in
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S-21
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the applicable pricing supplement or product supplement, on that
Interest Determination Date, as that rate appears on the
Designated LIBOR Page as of 11:00 a.m., London time, on
that Interest Determination Date.
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If LIBOR Reuters is specified in the applicable
pricing supplement or product supplement, LIBOR will be the
arithmetic mean of the offered rates for deposits in the Index
Currency having the Index Maturity specified in the applicable
pricing supplement or product supplement, on that Interest
Determination Date, as those rates appear on the Designated
LIBOR Page as of 11:00 a.m., London time, on that Interest
Determination Date, if at least two such offered rates appear on
the Designated LIBOR Page.
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If neither LIBOR Moneyline Telerate nor LIBOR
Reuters is specified in the applicable pricing supplement
or product supplement as the method for calculating LIBOR, LIBOR
will be calculated as if LIBOR Telerate had been
specified.
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If the Designated LIBOR Page by its terms provides only for a
single rate, that single rate will be used regardless of the
foregoing provisions requiring more than one rate.
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With respect to any Interest Determination Date on which fewer
than the required number of applicable rates appear or no rate
appears on the applicable Designated LIBOR Page, the calculation
agent will determine LIBOR as follows:
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LIBOR will be determined on the basis of the rates, at
approximately 11:00 a.m., London time, on the Interest
Determination Date, offered by four major banks in the London
interbank market to prime banks in the London interbank market
for deposits in the Index Currency having the Index Maturity
designated in the applicable pricing supplement or product
supplement, on that Interest Determination Date, and in a
principal amount equal to an amount not less than
U.S. $1 million that is representative of a single
transaction in the market at that time. The calculation agent
will select the four banks after consultation with us and
request the principal London office of each of those banks to
provide a quotation of its rate. These banks may include one or
more of the agents named on the cover of this prospectus
supplement or their affiliates. If at least two quotations are
provided, LIBOR for that Interest Determination Date will be the
arithmetic mean of those quotations.
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If fewer than two quotations are provided as mentioned above,
LIBOR will be the arithmetic mean of the rates for loans of the
following kind to European banks quoted, at approximately
11:00 a.m., in the applicable Financial Center, on the
Interest Determination Date, by three major banks in the
applicable Financial Center: loans in the Index Currency, having
the Index Maturity designated in the applicable pricing
supplement or product supplement, on that Interest Determination
Date and in a principal amount equal to an amount not less than
U.S.$1 million that is representative for a single
transaction in that market at that time. The calculation agent,
after consultation with us, will select the three banks referred
to above. These banks may include one or more of the agents
named on the cover of this prospectus supplement or their
affiliates.
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If fewer than three banks selected by the calculation agent are
quoting as mentioned above, LIBOR will be LIBOR in effect during
the prior interest period that Interest Determination Date or,
if that Interest Determination Date is the first Interest
Determination Date, the initial interest rate.
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EURIBOR notes
Each EURIBOR note will bear interest at an interest rate equal
to the Euro Interbank Offered Rate (
EURIBOR
) and any
spread or spread multiplier as specified in the note and the
applicable pricing supplement or product supplement.
Unless otherwise specified in the applicable pricing supplement
or product supplement, the calculation agent will determine
EURIBOR on each Interest Determination Date as follows:
The calculation agent will determine the offered rates for
deposits in euro for the period of the Index Maturity specified
in the applicable pricing supplement or product supplement,
commencing on the Interest Reset
S-22
Date, which appears on page 248 on the Bridge Telerate
Service or any successor service or any page that may replace
page 248 on that service which is commonly referred to as
Telerate Page 248 as of 11:00 a.m.,
Brussels time, on that date.
If EURIBOR cannot be determined on an Interest Determination
Date as described above, then the calculation agent will
determine EURIBOR as follows:
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The calculation agent for the EURIBOR note will select four
major banks in the Euro-zone interbank market. These banks may
include one or more of the agents named on the cover of this
prospectus supplement or their affiliates.
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The calculation agent will request that the principal
Euro-zone
offices of
those four selected banks provide their offered quotations to
prime banks in the Euro-zone interbank market at approximately
11:00 a.m., Brussels time, on the Interest Determination
Date. These quotations shall be for deposits in euro for the
period of the Index Maturity, commencing on the Interest Reset
Date. Offered quotations must be based on a principal amount
equal to at least U.S. $1,000,000.00 or the approximate
equivalent in euro that is representative of a single
transaction in such market at that time.
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If two or more quotations are provided, EURIBOR will be the
arithmetic mean of those quotations. If less than two quotations
are provided, the calculation agent will select four major banks
in the Euro-zone. These banks may include one or more of the
agents named on the cover of this prospectus supplement or their
affiliates and follow the two steps below:
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The calculation agent will then determine EURIBOR as the
arithmetic mean of rates quoted by those four major banks in the
Euro-zone
to leading
European banks at approximately 11:00 a.m., Brussels time,
on the Interest Determination Date. The rates quoted will be for
loans in euro, for the period of the Index Maturity, commencing
on the Interest Reset Date. Rates quoted must be based on a
principal amount of at least U.S. $1,000,000.00 or the
approximate equivalent in euro that is representative of a
single transaction in such market at that time.
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If the banks so selected by the calculation agent are not
quoting rates as described above, EURIBOR for the interest
period will be the same as for the immediately preceding
interest period. If there is no preceding interest period,
EURIBOR will be the initial interest rate.
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Prime Rate notes
A Prime Rate note will bear interest at an interest rate
calculated with reference to the Prime Rate and the spread or
spread multiplier, if any, as specified in the Prime Rate note
and the applicable pricing supplement or product supplement.
Unless otherwise specified in the note and the applicable
pricing supplement or product supplement, the Prime
Rate for any Interest Determination Date is the prime rate
or base lending rate on that date, as published in H.15(519), on
the Calculation Date pertaining to the Interest Determination
Date under the heading Bank prime loan or any
successor heading.
The following procedures will be followed if the Prime Rate
cannot be determined as described above:
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If the rate is not published in H.15(519) prior to
3:00 p.m., New York City time, on the Calculation Date,
then the Prime Rate will be the rate on the Interest
Determination Date as published in H.15 Daily Update opposite
the heading Bank prime loan or another recognized
electronic source.
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If the above rate is not published in either H.15(519) or H.15
Daily Update by 3:00 p.m., New York City time, on the
Calculation Date, then the calculation agent will determine the
Prime Rate to be the arithmetic mean of the rates of interest
publicly announced by each bank that appears on the Reuters
Screen USPRIME1 as that banks prime rate or base lending
rate in effect for that Interest Determination Date.
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If fewer than four rates appear on the Reuters Screen USPRIME1
as of 11:00 a.m., New York City time, on the Interest
Determination Date, then the Prime Rate will be the arithmetic
mean of the prime rates or
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S-23
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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 the Interest Determination Date by four
major banks in The City of New York selected by the calculation
agent from a list approved by us. These banks may include one or
more of the agents named on the cover of this prospectus
supplement or their affiliates.
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If fewer than four quotations as described in the paragraph
immediately above are provided, then the Prime Rate will be the
arithmetic mean of the prime rates or base lending rates
furnished by the appropriate number of substitute
U.S. banks or trust companies in The City of New York that
are subject to supervision or examination by federal or state
authority. The calculation agent will select the banks or trust
companies referred to above from a list approved by us. These
banks may include one or more of the agents named on the cover
of this prospectus supplement or their affiliates.
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If the banks selected by the calculation agent are not quoting
as mentioned above, the Prime Rate will be the Prime Rate in
effect on that Interest Determination Date or, if that Interest
Determination Date is the first Interest Determination Date, the
initial interest rate.
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Treasury Rate notes
A Treasury Rate note will bear interest at an interest rate
calculated with reference to the Treasury Rate and the spread or
spread multiplier, if any, as specified in the Treasury Rate
note and the applicable pricing supplement or product supplement.
Unless otherwise specified in the applicable pricing supplement,
the Treasury Rate for any Interest Determination
Date is the rate set at the most recent auction of direct
obligations of the United States (
Treasury bills
) having
the Index Maturity designated in the applicable pricing
supplement or product supplement, as that rate appears on either
Telerate Page 56 or Telerate Page 57 (or any pages
that may replace such pages) under the heading Investment
Rate.
The following procedures will be followed if the Treasury Rate
cannot be determined as described above:
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If the above rate is not published on Telerate Page 56 or
Telerate Page 57 (or any pages that may replace those
pages) by 3:00 p.m., New York City time, on the Calculation
Date, the Treasury Rate will be the Bond Equivalent Yield of the
auction average rate, as otherwise announced by the United
States Department of the Treasury, for the Interest
Determination Date.
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If the results of the most recent auction of Treasury bills
having the Index Maturity designated in the applicable pricing
supplement or product supplement are not published or announced
as described above by 3:00 p.m., New York City time, on the
Calculation Date, or if no auction is held in a particular week,
the Treasury Rate will be the Bond Equivalent Yield of the rate
set forth in H.15(519) for the Interest Determination Date
opposite the Index Maturity under the heading
U.S. government securities/ Treasury bills/ Secondary
market.
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If the above rate is not published in H.15(519) by
3:00 p.m., New York City time, on the Calculation Date, the
Treasury Rate will be the Bond Equivalent Yield of the rate set
forth in H.15 Daily Update, or another recognized electronic
source used for the purpose of displaying that rate, for the
Interest Determination Date in respect of the Index Maturity
under the heading U.S. government securities/
Treasury bills/ Secondary market.
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If the above rate is not published in H.15(519), H.15 Daily
Update or another recognized source by 3:00 p.m., New York
City time, on the Calculation Date, then the calculation agent
will determine the Treasury Rate to be the Bond Equivalent Yield
of the arithmetic mean of the following secondary market bid
rates for the issue of Treasury bills with a remaining maturity
closest to the Index Maturity specified in the applicable
pricing supplement or product supplement: the rates bid as of
approximately 3:30 p.m., New York City time, on the
Interest Determination Date by three leading primary United
States government securities dealers. The calculation agent,
after consultation with us will select the three dealers
referred to above. These dealers may include one or more of the
agents named on the cover of this prospectus supplement or their
affiliates.
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S-24
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If fewer than three dealers selected by the calculation agent
are quoting as mentioned above, the Treasury Rate will be the
Treasury Rate in effect on that Interest Determination Date or,
if that Interest Determination Date is the first Interest
Determination Date, the initial interest rate.
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CD Rate notes
A CD Rate note will bear interest at an interest rate calculated
with reference to the CD Rate and the spread or spread
multiplier, if any, as specified in the CD Rate note and the
applicable pricing supplement or product supplement.
Unless otherwise specified in the applicable pricing supplement
or product supplement, the CD Rate for any Interest
Determination Date is the rate on that date for negotiable
certificates of deposit having the Index Maturity specified in
the applicable pricing supplement or product supplement, as
published in H.15(519), on the Calculation Date pertaining to
that Interest Determination Date under the heading CDs
(secondary market) or any successor heading.
The following procedures will be followed if the CD Rate cannot
be determined as described above:
If the rate is not published in H.15(519) by 3:00 p.m., New
York City time, on the Calculation Date, the CD Rate will be the
rate on that Interest Determination Date for negotiable
U.S. dollar certificates of deposit having the Index
Maturity designated in the applicable pricing supplement or
product supplement as published in H.15 Daily Update under the
heading CDs (secondary market) or any successor
heading, or another recognized electronic source.
If the rate is not published in either H.15(519) or H.15 Daily
Update by 3:00 p.m., New York City time, on the Calculation
Date, then the calculation agent will determine the CD Rate to
be the arithmetic mean of the following secondary market offered
rates for negotiable certificates of deposit of major United
States money-center banks of the highest credit standing with a
remaining maturity closest to the Index Maturity designated in
the applicable pricing supplement or product supplement, and in
a denomination of U.S. $5,000,000.00: the rates offered as
of 10:00 a.m., New York City time, on that Interest
Determination Date, by three leading non-bank dealers in
negotiable U.S. dollar certificates of deposit in The City
of New York. The calculation agent, after consultation with us,
will select the three dealers referred to above. These dealers
may include one or more of the agents named on the cover of this
prospectus supplement or their affiliates.
If fewer than three dealers are quoting as mentioned above, the
CD Rate will be the CD Rate in effect on that Interest
Determination Date or, if that Interest Determination Date is
the first Interest Determination Date, the initial interest rate.
CMT Rate notes
A CMT Rate note will bear interest at an interest rate
calculated with reference to the CMT Rate and the spread or
spread multiplier, if any, as specified in the CMT Rate notes
and the applicable pricing supplement or product supplement.
Unless otherwise specified in the applicable pricing supplement
or product supplement, the CMT Rate for any Interest
Determination Date is the rate displayed on the Designated CMT
Moneyline Telerate Page by 3:00 p.m., New York City time,
on the Calculation Date pertaining to the Interest Determination
Date under the heading (or any successor heading) Treasury
Constant Maturities-Federal Reserve Board Release H.15-Mondays
Approximately 3:45 p.m., under the column for the
Index Maturity specified in the applicable pricing supplement or
product supplement for:
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if the Designated CMT Moneyline Telerate Page is 7051 (or any
page that may replace that page), such Interest Determination
Date,
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if the Designated CMT Moneyline Telerate Page is 7052 (or any
page that may replace that page), the week, or the month, as
applicable, ended immediately preceding the week in which the
related Interest Determination Date occurs, or
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S-25
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if no page is specified, the Designated CMT Moneyline Telerate
Page is 7052 (or any page that may replace that page) and the
second bullet point immediately above applies.
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The following procedures will be used if the CMT Rate cannot be
determined as described above:
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If the above rate is no longer displayed on the relevant page,
or if not displayed by 3:00 p.m., New York City time, on
the Calculation Date, then the CMT Rate will be the Treasury
constant maturity rate, or if the applicable CMT Telerate page
is 7052 (or any page that may replace that page), the
one-week
or
one-month,
as
applicable, average rate, for the Index Maturity for the
Interest Determination Date, as published in H.15(519).
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If that rate is no longer published in H.15(519), or if not
displayed by 3:00 p.m., New York City time, on the
Calculation Date, then the CMT Rate will be the Treasury
constant maturity rate, or other United States Treasury rate, or
if the applicable CMT Telerate page is 7052 (or any page that
may replace that page), the one-week or one-month, as
applicable, average rate, for the Index Maturity for the
Interest Determination Date as may then be published by either
the Board of Governors of the Federal Reserve System 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 Telerate Page and published in H.15(519).
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If that information is no longer provided by 3:00 p.m., New
York City time, on the Calculation Date, then the calculation
agent will determine the CMT Rate to be a yield to maturity
based on the arithmetic mean of the following secondary market
offered rates for the most recently issued direct noncallable
fixed rate obligations of the United States (
Treasury
Notes
) with an original maturity of approximately the Index
Maturity and a remaining term to maturity of not less than the
Index Maturity minus one year: the rates reported as of
approximately 3:30 p.m., New York City time, on the
Interest Determination Date, by three leading primary United
States government securities dealers in The City of New York,
according to their written records. The calculation agent will
select, after consultation with us, five leading primary United
States government securities dealers and will eliminate the
highest and lowest quotations or, in the event of equality, one
of the highest and one of the lowest quotations.
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If the calculation agent cannot obtain three Treasury Note
quotations, the calculation agent will determine the CMT Rate to
be a yield to maturity based on the arithmetic mean of the
following secondary market offered rates for the most recently
issued Treasury Notes with an original maturity of the number of
years that is the next highest to the Index Maturity, a
remaining term to maturity closest to the Index Maturity and in
an amount of at least U.S. $100 million: the offered
rates as of approximately 3:30 p.m., New York City time, on
the Interest Determination Date, of three leading primary United
States government securities dealers in The City of New York,
selected using the same method described above.
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If three or four (but not five) 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 those quotations will be eliminated.
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If fewer than three leading primary United States government
securities dealers selected by the calculation agent are quoting
as described above, the CMT Rate will be the CMT Rate in effect
that Interest Determination Date or, if that Interest
Determination Date is the first Interest Determination Date, the
initial interest rate.
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CMS Rate notes
A CMS Rate note will bear interest at an interest rate
calculated with reference to the CMS Rate and the spread or
spread multiplier, if any, as specified in the CMS Rate notes
and the applicable pricing supplement or product supplement.
Unless otherwise specified in the applicable pricing supplement
or product supplement, the CMS Rate for any Interest
Determination Date is the rate displayed on the Moneyline
Telerate Page 42276 (or any page that
S-26
may replace that page) by 11:00 a.m., New York City time,
on the Calculation Date pertaining to the Interest Determination
Date under the heading (or any successor heading) RATES AS
AT 11:00 EST (16:00 GMT), under the column for
the Index Maturity specified in the applicable pricing
supplement or product supplement for that Interest Determination
Date.
The following procedures will be used if the CMS Rate cannot be
determined as described above:
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If the above rate is no longer displayed on the relevant page,
or if not displayed by 11:00 a.m., New York City time, on
the Calculation Date, then the CMS Rate will be the rate for
U.S. Dollar swaps with a maturity of the Index Maturity
designated in the applicable pricing supplement or product
supplement, expressed as a percentage, which appears on the
Reuters Screen ISDAFIX1 Page as of 11:00 a.m., New York
City time, on the Calculation Date.
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If that information is no longer displayed by 11:00 a.m.,
New York City time, on the Calculation Date, then the CMS rate
will be a percentage determined on the basis of the mid-market
semi-annual swap rate quotations provided by five leading swap
dealers in the New York City interbank market at approximately
11:00 a.m., New York City time, on the Calculation Date.
For this purpose, the semi-annual swap rate means 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 Index Maturity designated
in the applicable pricing supplement or product supplement
commencing on that Interest Determination Date 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 LIBOR Moneyline Telerate with a
maturity of three months. The calculation agent will select the
five swap dealers after consultation with us and will request
the principal New York City office of each of those dealers to
provide a quotation of its rate. If at least three quotations
are provided, the CMS Rate for that Interest Determination Date
will be the arithmetic mean of the quotations, eliminating the
highest and lowest quotations or, in the event of equality, one
of the highest and one of the lowest quotations.
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If fewer than three leading swap dealers selected by the
calculation agent are quoting as described above, the
CMS Rate will be the CMS Rate in effect on that
Interest Determination Date or, if that Interest Determination
Date is the first Interest Determination Date, the initial
interest rate.
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Federal Funds Rate notes
Federal Funds Rate notes will bear interest at an interest rate
calculated with reference to the Federal Funds Rate and the
spread or spread multiplier, if any, as specified in the Federal
Funds Rate note and the applicable pricing supplement or product
supplement.
Unless otherwise specified in the applicable pricing supplement
or product supplement, the Federal Funds Rate for
any Interest Determination Date is the rate on that date for
Federal Funds as published in H.15(519) under the heading
Federal funds (effective), as such rate is displayed
on Moneyline Telerate Page 120, on the Calculation Date
pertaining to that Interest Determination Date.
The following procedures will be followed if the Federal Funds
Rate cannot be determined as described above:
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If the rate is not published in H.15(519) by 3:00 p.m., New
York City time, on the Calculation Date, the Federal Funds Rate
will be the rate on that Interest Determination Date, as
published in H.15 Daily Update under the heading
Federal funds (effective) or any successor heading
or another recognized electronic source.
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If the rate is not published in either H.15(519) or
H.15 Daily Update by 3:00 p.m., New York City time, on
the Calculation Date, then the calculation agent will determine
the Federal Funds Rate to be the arithmetic mean of the rates
for the last transaction in overnight Federal funds arranged
prior to 9:00 a.m., New York City time, on such Interest
Determination Date, by each of three leading brokers of Federal
funds transactions in New York City. The calculation agent,
after consultation with us, will
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S-27
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select the three brokers referred to above. These brokers may
include one or more of the agents named on the cover of this
prospectus supplement or their affiliates.
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If fewer than three brokers selected by the calculation agent
are quoting as mentioned above, the Federal Funds Rate will be
the Federal Funds Rate in effect that Interest Determination
Date or, if that Interest Determination Date is the first
Interest Determination Date, the initial interest rate.
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Floating rate/fixed rate notes
A note may be a floating rate note for a portion of its term and
a fixed rate note for a portion of its term. In this event, the
interest rate on the note will be determined as if it were a
floating rate note and a fixed rate note for each specified
period, as set out in the applicable pricing supplement or
product supplement.
Interest rate reset
If we have the option under any note to reset the interest rate,
in the case of a fixed rate note, or to reset the spread and/or
spread multiplier, in the case of a floating rate note, we will
indicate such option in the applicable pricing supplement or
product supplement relating to such note, and, if so:
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the date or dates on which such interest rate or such spread
and/or spread multiplier, as the case may be, may be reset, each
being referred to as an optional reset date, and
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the basis or formula, if any, for such optional reset.
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We may exercise such option with respect to a note by notifying
the trustee of such exercise at least 45 but not more than
60 calendar days prior to an optional reset date for such
note, unless otherwise specified in the applicable pricing
supplement or product supplement. Not later than
40 calendar days (unless otherwise specified in the
applicable pricing supplement or product supplement) prior to
such optional reset date, the trustee will mail to the holder of
such note a notice, called the reset notice, first class,
postage prepaid, setting forth:
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our election to reset the interest rate, in the case of a fixed
rate note, or the spread and/or spread multiplier, in the case
of a floating rate note,
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such new interest rate or such new spread and/or spread
multiplier, and
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the provisions, if any, for redemption during the period from
such optional reset date to the next optional reset date or, if
there is no such next optional reset date, to the stated
maturity, if any, of such note (each such period is called a
subsequent interest period) including the date or dates on which
or the period or periods during which and the price or prices at
which such redemption may occur during such subsequent interest
period.
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Notwithstanding the above, not later than 20 calendar days
(unless otherwise specified in the applicable pricing supplement
or product supplement) prior to an optional reset date for a
note, we may, at our option, revoke the interest rate, in the
case of a fixed rate note, or the spread and/or spread
multiplier, in the case of a floating rate note, in either case
provided for in the reset notice and establish a higher interest
rate, in the case of a fixed rate note, or a higher spread
and/or spread multiplier, in the case of a floating rate note,
for the subsequent interest period commencing on such optional
reset date by mailing or causing the trustee to mail notice of
such higher interest rate or higher spread and/or spread
multiplier, as the case may be, first class, postage prepaid, to
the direct holder of such note. Such notice shall be
irrevocable. All notes with respect to which the interest rate
or spread and/or spread multiplier is reset on an optional reset
date will bear such higher interest rate, in the case of a fixed
rate note, or higher spread and/or spread multiplier, in the
case of a floating rate note.
Redemption and repurchase
Unless otherwise specified in the applicable pricing supplement
or product supplement, we will not provide any sinking fund for
your note.
Unless the applicable pricing supplement or product supplement
specifies a redemption commencement date, on which we may redeem
a note, or a repurchase date, on which a note may be repayable
at the option of the
S-28
holder, the notes will not be redeemable by us or repayable at
the option of the holder before their stated maturity.
Optional early redemption (call)
If applicable, the pricing supplement or product supplement will
indicate the terms on which the notes will be redeemable or
subject to repurchase at our option. Unless otherwise specified
in the applicable pricing supplement or product supplement,
notice of redemption or repurchase will be provided by mailing a
notice of redemption or repurchase to each holder at least
30 calendar days and not more than 60 calendar days
(unless otherwise specified in the applicable pricing supplement
or product supplement) before the date fixed for redemption or
repurchase. If not all the notes having the same terms are to be
redeemed or repurchased, as the case may be, the notes to be
redeemed or repurchased shall be selected by the trustee by a
method that the trustee deems fair and appropriate. Unless
otherwise specified in the applicable pricing supplement or
product supplement, the notes will not be subject to any sinking
fund.
Optional early redemption (put)
If applicable, the pricing supplement or product supplement will
indicate that the notes will be subject to repurchase at the
option of the holder on a date or dates prior to maturity, if
any, and at a price or prices, set forth in the applicable
pricing supplement or product supplement, together with accrued
interest to the date of repurchase.
If a note is represented by a global note, the depositary or its
nominee will be the holder of the note and therefore will be the
only entity that can exercise a right to repurchase. In order to
ensure that the depositary or its nominee will timely exercise a
right to repurchase with respect to a particular note, the
beneficial owner of such note must instruct the broker or other
direct or indirect participant through which it holds an
interest in such note to notify the depositary of its desire to
exercise a right to repurchase. Different firms have different
cut-off times for accepting instructions from their customers.
As a result, each beneficial owner should timely 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.
In order for a certificated note to be repurchased, the trustee
must receive at least 30 calendar days but not more than
45 calendar days (unless otherwise specified in the
applicable pricing supplement or product supplement) prior to
the repurchase date:
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appropriate wire instructions, and
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either (a) the note with the form entitled Option to
Elect Repurchase on the reverse of the note duly
completed, or (b) a telegram, telex, facsimile transmission
or letter from a member of a national securities exchange or the
National Association of Securities Dealers, Inc., or a
commercial bank or trust company in the United States setting
forth:
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the name of the holder of the note,
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the principal amount of the note,
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the portion of the principal amount of the note to be
repurchased,
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the certificate number or a description of the tenor and terms
of the note,
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a statement that the option to elect repurchase is being
exercised, and
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a guarantee that the note to be repaid with the form entitled
Option to Elect Repurchase on the reverse of the
note duly completed will be received by the trustee within five
Business Days. The trustee must actually receive the note and
form duly completed by the fifth Business Day.
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S-29
The Option to Elect Repurchase form on the reverse
of the note will be addressed to the Company and will
substantially read as follows:
The undersigned registered owner of this Note hereby
irrevocably acknowledges receipt of a notice from the Company as
to the occurrence of an event which entitles the holder to opt
for optional early redemption and requests and instructs the
Company to redeem the entire principal amount of this Security,
or the portion thereof (which is $1,000.00 or an integral
multiple thereof) below designated, in accordance with the terms
of the Indenture referred to in this Note at the purchase price
indicated in the Indenture or applicable pricing supplement,
including accrued interest, if any, up to, but excluding, such
date, plus such other amounts as may be owing (as described in
the pricing supplement) to the registered Holder hereof.
Principal amount to be redeemed (in an integral multiple of
$1,000.00 if less than all):
The signature on the form must be guaranteed by a qualified
guarantor institution with membership in an approved signature
guarantee program pursuant to
Rule
17Ad-15
under
the Securities Exchange Act of 1934; and the signature on the
form must correspond to the name written upon the face of the
note in every particular, without alteration or any change
whatsoever.
Exercise of the repurchase option by the holder of a note shall
be irrevocable. The holder of a note may exercise the repurchase
option for less than the entire principal amount of the note
provided that the principal amount of the note remaining
outstanding after repurchase is an authorized denomination. No
transfer or exchange of any note will be permitted after
exercise of a repurchase option. If a note is to be repurchased
in part, no transfer or exchange of the portion of the note to
be repurchased will be permitted after exercise of a repurchase
option. All questions as to the validity, eligibility, including
time of receipt, and acceptance of any note for repurchase will
be determined by us and our determination will be final, binding
and non-appealable.
All instructions given by indirect beneficial owners to their
banks or brokers to exercise a repurchase option will be
irrevocable. In addition, at the time any indirect beneficial
owner gives instructions to exercise a repayment option, the
indirect beneficial owner must cause the bank or broker through
which he or she owns an interest in the global note to transfer
the banks or brokers interest in the global note to
the trustee.
If the repurchase option of the holder as described above is
deemed to be a tender offer within the meaning of
Rule
14e-1
under
the Securities Exchange Act of 1934, as amended, we will comply
with Rule
14e-1
as
then in effect to the extent applicable.
Open market purchases
We may purchase notes at any price in the open market or
otherwise. Notes not purchased by us may, at our discretion, be
held or resold or surrendered to the trustee for cancellation.
Optional early redemption for taxation reasons
Unless the applicable pricing supplement provides otherwise, we
may redeem the notes before their maturity, if any, in whole but
not in part, as provided in the accompanying prospectus under
the heading Description of debt securities Tax
redemption.
Redemption of an original issue discount note
Regardless of anything in this prospectus supplement to the
contrary, if a note is an Original Issue Discount Note (other
than an index linked note), the amount payable in the event of
redemption or repayment prior to its stated maturity, if any,
will be the amortized face amount on the redemption or repayment
date, as the case may be. The amortized face amount of an
Original Issue Discount Note will be equal to (i) the issue
price plus (ii) that portion of the difference between the
issue price and the principal amount of the note that has
accrued at the yield to maturity described in the applicable
pricing supplement (computed in accordance with generally
accepted U.S. bond yield computation principles) by the
redemption or repayment date. However, in no case will the
amortized face amount of an Original Issue Discount Note exceed
its principal amount.
S-30
Settlement mechanics
The settlement mechanics applicable to notes calling for
physical settlement will be described in the applicable pricing
supplement.
Covenants
The covenants contained in the indenture will apply to the notes
unless otherwise specified in any applicable pricing supplement.
These covenants are in summary:
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to pay principal, any premium, interest in accordance with the
terms of the notes,
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to maintain a paying agent or office, and if it acts as its own
paying agent to hold moneys in trust,
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to deliver to the trustee a compliance certificate within
120 days after the end of each fiscal year, and
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to preserve its existence (subject to exceptions).
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Other provisions
Any provisions with respect to the notes, including the
specification and determination of one or more interest rate
bases, the calculation of the interest and/or principal payable
on the notes, any redemption, extension or repayment provisions,
or any other provisions relating to the notes, may be modified
or supplemented to the extent not inconsistent with the terms of
the indenture, so long as the provisions are specified in the
notes and in the applicable pricing supplement.
Further issues
The issuer may, from time to time and without the consent of the
holders of the notes, create and issue notes of a series having
the same ranking and the same interest rate, maturity, if any,
and other terms as any tranche of notes issued hereunder, except
for the initial offering price and issue date and, in some
cases, the first interest payment date (a
further issue
).
Any such additional notes having such similar terms will,
together with the notes of that tranche, constitute a single
series of notes under the indenture.
Payment of additional amounts
Unless otherwise specified in any applicable pricing supplement,
if any deduction or withholding for any current or future taxes
or governmental charges of Norway or the United States of
America is required, we have agreed to pay additional amounts as
described in the accompanying prospectus under the heading
Description of debt securities Payment of
additional amounts.
Defeasance
We may discharge or defease the notes as described in the
accompanying prospectus under the heading Description of
debt securities Defeasance.
Paying agents, transfer agents and exchange rate agent
Unless otherwise specified in the applicable pricing supplement,
Citibank, N.A. will be the registrar, paying agent, transfer
agent, calculation agent, determination agent and the exchange
rate agent for the notes. Dexia Banque Internationale à
Luxembourg, société anonyme, will be the Luxembourg
paying agent for the notes. As long as the notes are listed on
the Luxembourg Stock Exchange, we will maintain a paying agent
and transfer agent in Luxembourg.
Important currency information
Purchasers are required to pay for each note in the specified
currency specified by us for that note. If requested by a
prospective purchaser of notes denominated in a currency other
than U.S. dollars on or prior to the fifth day preceding
the delivery of the notes, the agent soliciting the offer to
purchase may, at its discretion,
S-31
arrange for the conversion of U.S. dollars into such
specified currency to enable the purchaser to pay for such
notes. Each such conversion will be made by the relevant agent
on such terms and subject to such conditions, limitations and
charges that the agent may from time to time establish in
accordance with its regular foreign exchange practice, and any
cost associated with such conversion will be solely for the
account of the purchaser. We disclaim any responsibility for any
such transaction. The obligations of each purchaser to us will
be absolute regardless of any such conversion arrangement.
The notes will be governed by and construed in accordance with
the laws of the State of New York, except that matters relating
to the authorization and execution by us of the indenture and
the debt securities issued under the indenture will be governed
by the laws of Norway. If an action based on the notes were
commenced in a court in the United States, it is likely that the
court would grant judgment relating to the notes only in
U.S. dollars. It is not clear, however, whether, in
granting judgment, the rate of conversion into U.S. dollars
would be determined with reference to the date of default, the
date judgment is rendered or some other date. New York statutory
law provides, however, that a court will render a judgment in
the foreign currency of the underlying obligations and that the
judgment will be converted into U.S. dollars at the rate of
exchange prevailing on the date of the entry of the judgment.
S-32
SPECIAL PROVISIONS RELATING TO FOREIGN CURRENCY NOTES
Foreign currency notes will not be sold in, or to residents of,
the country issuing the specified currency in which particular
notes are denominated.
The information described in this
prospectus supplement, including the information relating to
foreign currency transactions, is directed to prospective
purchasers who are United States residents. We disclaim any
responsibility to advise prospective purchasers with respect to
any matters that may affect the purchase, sale, holding or
receipt of payments of principal of and interest on the notes.
Such persons should consult their own financial and legal
advisors about the risks entailed by an investment in the notes
and the suitability of their investment in the notes in light of
their particular circumstances. The notes are not an appropriate
investment for investors who are unsophisticated with respect to
the particular type of notes we may offer including foreign
currency transactions or transactions involving the type of
index or formula used to determine the amount payable or
otherwise. See Risk factors Risks related to the
notes Foreign currency risks.
Investors
should also consider carefully, among other factors, the matters
described in the documents incorporated herein by reference as
well as the matters described below, and any other matter
described in any applicable pricing supplement.
The applicable pricing supplement relating to notes that are
denominated in, or the payment of which is determined with
reference to, a specified currency other than U.S. dollars
or relating to currency indexed notes will contain information
concerning historical exchange rates for such specified currency
against the U.S. dollar or other relevant currency, a
description of such currency or currencies and any exchange
controls affecting such currency or currencies. Information
concerning exchange rates is furnished as a matter of
information only and should not be regarded as indicative of the
range of or trend in fluctuations in currency exchange rates
that may occur in the future.
Payment currency
Except as described in the applicable pricing supplement or
product supplement, if payment on a note is required to be made
in a specified currency other than U.S. dollars and such
currency is unavailable in our good faith judgment due to the
imposition of exchange controls or other circumstances beyond
our control, or is no longer used by the government of the
country issuing such currency or for the settlement of
transactions by public institutions of or within the
international banking community, then all payments with respect
to such note shall be made in U.S. dollars until such
currency is again available or so used. Unless we otherwise
specify in the applicable pricing supplement or product
supplement, the amount so payable on any date in such foreign
currency shall be converted into U.S. dollars at a rate
determined by the exchange rate agent on the basis of the market
exchange rate on the second Business Day prior to such payment,
or, if the market exchange rate is not then available, the most
recently available market exchange rate or as otherwise
determined by us in good faith if the foregoing is
impracticable. Any payment in respect of such note made under
such circumstances in U.S. dollars will not constitute an
event of default under the indenture.
Unless we otherwise specify in the applicable pricing supplement
or product supplement, the notes that are denominated in, or the
payment of which is determined by reference to, a specified
currency other than U.S. dollars, will provide that, in the
event of an official redenomination of a foreign currency,
including, without limitation, an official redenomination of a
foreign currency that is a composite currency, our obligations
with respect to payments on notes denominated in such currency
shall, in all cases, be regarded immediately following such
redenomination as providing for the payment of that amount of
redenominated currency representing the amount of such
obligations immediately before such redenomination. Such notes
will not provide for any adjustment to any amount payable under
the notes as a result of:
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change in the value of a foreign currency due solely to
fluctuations in exchange rates, or
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any redenomination of any component currency of any composite
currency, unless such composite currency is itself redenominated.
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If the official unit of any component currency is altered by way
of combination or subdivision, the number of units of that
currency as a component shall be divided or multiplied in the
same proportion. If two or more component currencies are
consolidated into a single currency, the amounts of those
currencies as components
S-33
shall be replaced by an amount in such single currency. If any
component currency is divided into two or more currencies, the
amount of that original component currency as a component shall
be replaced by the amounts of such two or more currencies having
an aggregate value on the date of division equal to the amount
of the former component currency immediately before such
division.
All determinations referred to above made by the exchange rate
agent shall be at its sole discretion, except to the extent
expressly provided herein that any determination is subject to
our approval. In the absence of manifest error, such
determinations shall be conclusive for all purposes and binding
on holders of the notes and the exchange rate agent shall have
no liability therefor.
Exchange rates and exchange controls
If you invest in foreign currency notes, significant risks that
are not associated with a similar investment in a security
denominated in U.S. dollars may apply to your investment.
These risks include, for example, the possibility of significant
changes in rates of exchange between the U.S. dollar and
the various foreign currencies or composite currencies and the
possibility of the imposition or modification of foreign
exchange controls by either the U.S. or foreign
governments. These risks depend on economic and political events
over which we have not control, including the supply of and
demand for the relevant currencies. In recent years, rates or
exchange between the U.S. dollar and some foreign
currencies have been highly volatile, and volatility of this
kind may be expected in the future. Fluctuations in any
particular exchange rate that have occurred in the past are not
necessarily indicative, however, of fluctuations in the rate
that may occur during the term of any note. Depreciation of a
specified currency other that U.S. dollars against the
U.S. dollar would result in a decrease in the effective
yield of the note below its coupon rate, and could result in a
loss to you on a U.S. dollar basis.
Governments have imposed from time to time and may in the future
impose exchange controls which could affect exchange rates as
well as the availability of a specified foreign currency at a
notes maturity. Even if there are no actual exchange
controls, the specified currency for any particular note might
not be available at the notes maturity. In that event, we
will repay in U.S. dollars on the basis of the most
recently available noon buying rate in The City of New York for
cable transfers for the specified currency as quoted by the
Federal Reserve Bank of New York. See Description of debt
securities Payment of principal and interest
for a discussion of these payment procedures.
Currently, there are limited facilities in the United States for
conversion of U.S. dollars into foreign currencies, and
vice versa. Accordingly, payments on notes made in a specified
currency other than U.S. dollars are likely to be made from
an account with a bank located in the country issuing the
specified currency. See Description of debt
securities Payment of principal and interest
for a discussion of these payment procedures.
Unless otherwise specified in the applicable pricing supplement
or product supplement, foreign currency notes will not be sold
in, or to residents of, the country issuing the specified
currency in which particular notes are denominated.
S-34
TAXATION IN THE UNITED STATES
For a description of certain material U.S. Federal income
tax consequences to beneficial holders of the notes, see
Taxation in the United States in the
accompanying prospectus.
TAXATION IN NORWAY
For a description of the material tax consequences in Norway of
owning the notes, see Taxation in Norway in the
accompanying prospectus.
VALIDITY OF NOTES
The validity of the notes under New York law has been passed
upon by Allen & Overy LLP, London, England. The validity of
the notes under Norwegian law has been passed upon by Jens Olav
Feiring, Esq. Mr. Feiring is General Counsel of
Eksportfinans. From time to time, Allen & Overy LLP performs
legal services for Eksportfinans. Sullivan & Cromwell LLP,
London, England, has advised the agents as to certain legal
matters.
S-35
SUPPLEMENTAL PLAN OF DISTRIBUTION
ABN AMRO Bank N.V., Banc of America Securities Limited, Banc of
America Securities LLC, Barclays Bank PLC, Barclays
Capital Inc., Bear, Stearns & Co. Inc., Bear, Stearns
International Limited, BNP Paribas Securities Corp., Citigroup
Global Markets Inc., Citigroup Global Markets Limited,
Commerzbank Capital Markets Corp., Credit Suisse Securities
(Europe) Limited, Credit Suisse Securities (USA) LLC, Daiwa
Securities SMBC Europe Limited, Deutsche Bank AG, London Branch,
Deutsche Bank Securities Inc., Dresdner Bank AG London Branch,
FTN Financial Securities Corp., Goldman, Sachs & Co.,
Goldman Sachs International, IXIS Securities North America Inc.,
Jefferies and Company, Inc., J.P. Morgan Chase & Co., J.P.
Morgan Securities Ltd., Lehman Brothers Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Mitsubishi UFJ
Securities International plc, Mizuho International plc, Morgan
Stanley & Co. Incorporated, Morgan Stanley & Co.
International Limited, Nomura International plc, Nomura
Securities International, Inc., Nordea Bank Danmark A/S, The
Toronto-Dominion Bank, UBS Limited, and Wachovia Capital
Markets, LLC, whom we call the
agents
, and we have
entered into a distribution agreement dated as of June 2,
2004, as amended December 21, 2005, with respect to the
notes. The agents have agreed to use their reasonable efforts to
solicit offers to purchase the notes if we satisfy the
conditions specified in the distribution agreement. We have the
right to accept offers to purchase notes and may reject any
proposed purchase of the notes. The agents may also reject any
offer to purchase notes. We will pay the agents a commission on
any notes sold through the agents. The commission will range
from 0.125% to 0.750% of the principal amount of the notes
depending on the maturity of the notes; provided, however, that
commissions with respect to notes with a stated maturity of more
than 30 years will be negotiated between us and the
applicable agent at the time of sale.
We may also sell notes to agents who will purchase the notes as
principals for their own accounts. Any sale of this kind will be
made at a price equal to the issue price specified in the
applicable pricing supplement, less a discount. Unless otherwise
stated, the discount will equal the applicable commission on an
agency sale of notes of the same maturity. Any notes the agents
purchase as principals may be resold at the market price or at
other prices determined by the agents at the time of resale.
The agents may resell any notes they purchase to other brokers
or dealers at a discount which may include all or part of the
discount the agents received from us. If all the notes are not
sold at the initial offering price, the agents may change the
offering price and the other selling terms.
We may sell notes directly on our own behalf. No commission will
be paid on any notes sold directly by us. In addition, we have
reserved the right to accept offers to purchase notes through
additional agents on substantially the same terms and
conditions, including commission rates, as would apply to
purchases of notes under the distribution agreement referred to
above. We have also reserved the right to appoint additional
agents to solicit offers to purchase notes. Additional agents
may accede from time to time to the distribution agreement. Any
additional agents will be named in the applicable pricing
supplement.
The agents, whether acting as agents or principals, may be
deemed to be underwriters within the meaning of the
U.S. Securities Act of 1933. We have agreed to indemnify
the several agents against certain liabilities, including
liabilities under the U.S. Securities Act of 1933.
The agents may sell to dealers who may resell to investors, and
the agents may pay all or part of the discount or commission
they receive from us to the dealers. These dealers may be deemed
to be underwriters within the meaning of the
U.S. Securities Act of 1933.
The notes are a new issue of securities with no established
trading market and are not expected to be listed on any
securities exchange in the United States. Application has been
made for notes issued pursuant to this prospectus supplement to
be admitted to trading on the Luxembourg Stock Exchanges
regulated market and to be listed on the Official List of the
Luxembourg Stock Exchange. We will specify in the applicable
pricing supplement or product supplement whether the notes will
be listed on the Luxembourg Stock Exchange or another securities
exchange or will be unlisted. We do not know how liquid the
trading market for the notes will be.
We estimate that our share of the total expenses of the
offering, excluding underwriting discounts and commissions, will
be approximately $505,000, representing approximately $400,000
in legal fees, $55,000 in
S-36
accounting fees, $30,000 in printing costs, and $20,000 in
trustee and agency fees. As a well-known seasoned
issuer (as defined in Rule 405 under the Securities
Act), upon each offering of debt securities made under this
prospectus supplement we will pay a registration fee to the
Securities and Exchange Commission at the prescribed rate,
currently U.S.$107.00 per $1,000,000 of offering price. We will
offset against these fees an aggregate amount of U.S.$7,067.48
representing registration fees paid in respect of unsold
securities previously registered on our Registration Statement
on Form
F-3
(No.
333-112973).
In connection with the offering, the agents may purchase and
sell notes in the open market. These transactions may include
short sales, stabilizing transactions, purchases to cover
positions created by short sales and penalty bids:
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Short sales involve the sale by the agents of a greater number
of notes than they are required to purchase in the offering.
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Stabilizing transactions consist of certain bids or purchases of
notes made for the purpose of preventing or retarding a decline
in the market price of the notes while the offering is in
progress.
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Syndicate covering transactions involve purchases of the notes
in the open market after the distribution has been completed in
order to cover syndicate short positions.
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Penalty bids permit the agents to reclaim a selling concession
from a syndicate member when the notes originally sold by the
syndicate member are purchased in a syndicate covering
transaction or stabilizing purchase.
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Any of these transactions may have the effect of preventing or
retarding a decline in the market price of the notes. They may
also cause the price of the notes to be higher than it would
otherwise be in the absence of these transactions. The agents
may conduct these transactions in the over-the-counter market or
otherwise. If the agents commence any of these transactions, the
agents may discontinue them at any time.
In the ordinary course of their business, the agents and some of
their affiliates have engaged in, and may in the future engage
in, investment and commercial banking transactions and financial
advisory services with us and some of our affiliates.
Notes offered outside the United States
If the applicable pricing supplement indicates that any of the
notes will be offered on a global basis, those registered global
securities will be offered for sale in those jurisdictions
outside of the United States where it is legal to make offers
for sale of those securities.
As further described in Selling restrictions below,
each agent has represented and agreed, and any other agent
through which we may offer these securities on a global basis
will represent and agree, that it will comply, to the best of
its knowledge in good faith and on reasonable grounds after
making all reasonable investigations, with all applicable laws
and regulations in force in any jurisdiction outside the United
States in which it purchases, offers, sells or delivers the
securities or possesses or distributes the applicable pricing
supplement or product supplement, this prospectus supplement or
the accompanying prospectus and will obtain any consent,
approval or permission required by it for the purchase, offer or
sale by it of the securities under the laws and regulations in
force in any jurisdiction outside the United States to which it
is subject or in which it makes purchases, offers or sales of
the securities, and we shall not have responsibility for the
compliance of the agents with the applicable laws and
regulations or obtaining any required consent, approval or
permission.
Purchasers of any securities offered on a global basis may be
required to pay stamp taxes and other charges in accordance with
the laws and practices of the country of purchase in addition to
the issue price set forth on the cover page hereof.
S-37
Selling restrictions
No action has been or will be taken in any jurisdiction, except
in the United States, that would permit a public offering of the
notes, or the possession, circulation or distribution of this
prospectus or any other material relating to this offering or
the notes, in any jurisdiction where action for that purpose is
required.
Each agent has agreed that it will comply, to the best of its
knowledge in good faith and on reasonable grounds after making
all reasonable investigations, with all applicable securities
laws and regulations in force in any jurisdiction in which it
purchases, offers, sells or delivers notes or possesses or
distributes this prospectus supplement and will obtain any
consent, approval or permission required by it for the purchase,
offer, sale or delivery by it of notes under the laws and
regulations in force in any jurisdiction to which it is subject
or in which it makes such purchases, offers, sales or deliveries
and neither we nor any of the agents shall have any
responsibility therefor.
Other than with respect to the United States, neither we nor any
of the agents represent that the notes may at any time lawfully
be sold in compliance with any applicable registration or other
requirements in any jurisdiction, or pursuant to any exemption
available thereunder, or assume any responsibility for
facilitating such sale.
Relevant agents will be required to comply with such other
restrictions as we and the relevant agent shall agree.
In relation to each member state of the European Economic Area
which has implemented the Prospectus Directive (each, a
Relevant Member State
), each agent, on behalf of itself
and each of its affiliates, has severally represented and
agreed, or will severally represent and agree, that with effect
from and including the date on which the Prospectus Directive is
implemented in that Relevant Member State (the
Relevant
Implementation Date
), it has not made and will not make an
offer of notes to the public in that Relevant Member State,
except that it may, with effect from and including the Relevant
Implementation Date, make an offer of notes to the public in
that Relevant Member State:
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(i)
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in the period beginning on the date of publication of a
prospectus in relation to those notes that has been approved by
the competent authority in that Relevant Member State or, where
appropriate, approved in another Relevant Member State and
notified to the competent authority in that Relevant Member
State, all in accordance with the Prospectus Directive and
ending on the date which is 12 months after the date of
that publication;
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(ii)
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at any time to legal entities which are authorized or regulated
to operate in the financial markets or, if not so authorized or
regulated, whose corporate purpose is solely to invest in
securities;
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(iii)
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at any time to any legal entity which has two or more of
(1) an average of at least 250 employees during the
last financial year (2) a total balance sheet of more than
43,000,000 and
(3) an annual net turnover of more than
50,000,000, as
shown in its last annual or consolidated accounts; or
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(iv)
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at any time in any other circumstances which do not require the
publication by the Issuer of a prospectus pursuant to
Article 3 of the Prospectus Directive.
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For the purposes of this provision, the expression an
offer of notes to the public in relation to any
notes in any Relevant Member State means the communication in
any form and by any means of sufficient information on the terms
of the offer and the notes to be offered so as to enable an
investor to decide to purchase or subscribe the notes, as the
same may be varied in that member state by any measure
implementing the Prospectus Directive in that member state and
the expression
Prospectus Directive
means Directive
2003/71/EC and includes any relevant implementing measure in
each Relevant Member State.
United Kingdom
In connection with any offering of the notes, each agent, on
behalf of itself and each of its affiliates, has severally
represented and agreed, or will severally represent and agree,
that:
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(i)
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in relation to any notes which have a maturity of less than one
year, (a) it is a person whose ordinary activities involve
it in acquiring, holding, managing or disposing of investments
(as principal or agent)
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S-38
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for the purposes of its business and (b) it has not offered
or sold and will not offer or sell any notes other than to
persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or
as agent) for the purposes of their businesses or who it is
reasonable to expect will acquire, hold, manage or dispose of
investments (as principal or agent) for the purposes of their
businesses where the issue of the notes would otherwise
constitute a contravention of Section 19 of the Financial
Services and Markets Act 2000 (the
FSMA
) by the issuer;
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(ii)
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it has only communicated or caused to be communicated and will
only communicate or cause to be communicated an invitation or
inducement to engage in investment activity (within the meaning
of section 21 of the FSMA) received by it in connection
with the issue or sale of any note in circumstances in which
section 21(1) of the FSMA does not apply to the issuer; and
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(iii)
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it has complied and will comply with all applicable provisions
of the FSMA with respect to anything done by it in relation to
the notes in, from or otherwise involving the United Kingdom.
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Japan
The notes have not been and will not be registered under the
Securities and Exchange Law of Japan (Law No. 25 of 1948 as
amended) (the
SEL
). Each agent, on behalf of itself and
each of its affiliates, has severally represented and agreed, or
will severally represent and agree, that, in connection with
this offering, it will not offer or sell any notes, directly or
indirectly, in Japan or to, or for the benefit of, any resident
of Japan (which term as used herein means any person resident in
Japan, including any corporation or other entity organized under
the laws of Japan) or to others for reoffering or resale,
directly or indirectly in Japan or to a resident of Japan,
except pursuant to an exemption from the registration
requirements of, and otherwise in compliance with, the SEL and
any other applicable laws, regulations and ministerial
guidelines of Japan.
France
The prospectus supplement is not being distributed in the
context of a public offer in France within the meaning of
Article L.
411-1
of the French Monetary and Financial Code (
Code
Monétaire et Financier
), and has not been submitted to
the
Autorité des Marchés Financiers
for prior
approval.
The issuer and each of the agents, on behalf of itself and each
of its affiliates, has severally represented and agreed, or will
severally represent and agree, that either:
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(i)
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it has only made and will only make an offer of notes to the
public (
appel public à lépargne
) in
France in the period beginning (a) when a prospectus in
relation to those notes has been approved by the
Autorité des marchés financiers
(the
AMF
), on the date of its publication, or (b) when a
prospectus has been approved by the competent authority of
another Member State of the European Economic Area which has
implemented the EU Prospectus Directive 2003/71/ EC, on the date
of notification of such approval to the AMF, and ending at the
latest on the date which is 12 months after the date of the
approval of such prospectus, all in accordance with articles
L.412-1 and L.621-8 of the French
Code monétaire et
financier
and the
Règlement général
of
the AMF; or
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(ii)
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it has not offered or sold, and will not offer or sell, directly
or indirectly, notes to the public in France, and it has not
distributed or caused to be distributed, and will not distribute
or cause to be distributed to the public in France, the
prospectus supplement or any other offering materials relating
to the notes and such offers, sales and distributions have only
been and will only be made in France to (a) providers of
investment services relating to portfolio management for the
account of third parties, or (b) qualified investors
(
investisseurs qualifiés
), or both, each as defined
in, and in accordance with, articles L.411-1, L.411-2, and
D.411-1 of the French
Code monétaire et financier
.
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Recipients of this prospectus supplement are advised that it is
not to be further distributed or reproduced (in whole or in
part) in France, and that the prospectus supplement has been
distributed on the undertaking that such recipients will only
participate in the issue or sale of the notes for their own
account and undertake not to transfer,
S-39
directly or indirectly, the notes to the public in France other
than in compliance with Articles L. 411-1,
L. 411-2, L. 412-1 and L. 621-8 of the French
Monetary and Financial Code.
The Netherlands
In connection with any offering of the notes, each agent, on
behalf of itself and each of its affiliates, has severally
represented and agreed, or will severally represent and agree,
that any notes with a maturity of less than 12 months and a
denomination of less than
50,000 will only
be offered in The Netherlands in circumstances where another
exemption or a dispensation from the requirement to make a
prospectus publicly available has been granted under
Article 4 of the Securities Transaction Supervision Act
1995 (
Wet toezicht effectenverkeer 1995
).
Hong Kong
The issuer and each of the agents, on behalf of itself and each
of its affiliates, has severally represented and agreed, or will
severally represent and agree, that:
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(i)
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it has not offered or sold and will not offer or sell in Hong
Kong, by means of any document, any notes other than (a) to
persons whose ordinary business is to buy or sell shares or
debentures (whether as principal or agent), or (b) to
professional investors as defined in the Securities
and Futures Ordinance (Cap. 571) of Hong Kong and any rules made
under that Ordinance, or (c) in other circumstances which
do not result in the document being a prospectus as
defined in the Companies Ordinance (Cap. 32) of Hong Kong
or which do not constitute an offer to the public within the
meaning of that Ordinance; and
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(ii)
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it has not issued or had in its possession for the purposes of
issue, and will not issue or have in its possession for the
purposes of issue, whether in Hong Kong or elsewhere, any
advertisement, invitation or document relating to the notes,
which is directed at, or the contents of which are likely to be
accessed or read by, the public of Hong Kong (except if
permitted to do so under the securities laws of Hong Kong) other
than with respect to notes which are or are intended to be
disposed of only to persons outside Hong Kong or only to
professional investors as defined in the Securities
and Futures Ordinance and any rules made under that Ordinance.
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Singapore
This prospectus has not been registered as a prospectus with the
Monetary Authority of Singapore under the Securities and Futures
Act, Chapter 289 of Singapore (the
SFA
).
Accordingly, the notes may not be offered or sold or made the
subject of an invitation for subscription or purchase nor may
this prospectus or any other document or material in connection
with the offer or sale or invitation for subscription or
purchase of any notes be circulated or distributed, whether
directly or indirectly, to any person in Singapore other than
(a) to an institutional investor pursuant to
Section 274 of the SFA, (b) to a relevant person, or
any person pursuant to Section 275(1A) of the SFA, and in
accordance with the conditions specified in Section 275 of
the SFA, or (c) pursuant to, and in accordance with the
conditions of, any other applicable provision of the SFA.
Each of the following relevant persons specified in
Section 275 of the SFA which has subscribed or purchased
notes, namely a person who is:
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a corporation (which is not an accredited investor) the sole
business of which is to hold investments and the entire share
capital of which is owned by one or more individuals, each of
whom is an accredited investor; or
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(ii)
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a trust (where the trustee is not an accredited investor) whose
sole purpose is to hold investments and each beneficiary is an
accredited investor,
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S-40
should note that shares, debentures and units of shares and
debentures of that corporation or the beneficiaries rights
and interest in that trust shall not be transferable for
6 months after that corporation or that trust has acquired
the notes under Section 275 of the SFA except:
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(a)
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to an institutional investor under Section 274 of the SFA
or to a relevant person, or any person pursuant to
Section 275(1A) of the SFA, and in accordance with the
conditions, specified in Section 275 of the SFA;
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(b)
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where no consideration is given for the transfer; or
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(c)
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by operation of law.
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S-41
LISTING AND GENERAL INFORMATION
Application has been made for permission to admit the notes to
trading on the Luxembourg Stock Exchanges regulated market
and to list the notes on the Official List of the Luxembourg
Stock Exchange. In connection with the listing application, the
Articles of Association of Eksportfinans and a legal notice
relating to the issuance of the notes have been deposited before
listing with the
Registre du Commerce et des
Sociétés à Luxembourg
, where copies of the
documents may be obtained upon request. So long as any notes
listed on the Luxembourg Stock Exchange are outstanding, copies
of the above documents, together with this prospectus
supplement, the accompanying prospectus, any relevant product
supplement, the indenture, any other material agreement relating
to the issuance and distribution of the notes, our current
annual report (including audited financial statements) and
quarterly or other periodic reports incorporated by reference in
the accompanying prospectus, as well as all future annual
reports (including audited financial statements), quarterly or
other periodic reports incorporated by reference in the
accompanying prospectus, will be made available free of charge
at the main office of Kredietbank S.A. Luxembourgeoise in
Luxembourg. As the parent company, Eksportfinans conducts its
operations directly and through its only subsidiary,
Kommunekreditt. We do not publish any non-consolidated financial
statements. Kredietbank S.A. Luxembourgeoise will act as
intermediary in Luxembourg between us and the holders of the
notes so long as the notes remain in global form. As long as the
notes are listed on the Luxembourg Stock Exchange, we will
maintain a listing agent in Luxembourg. The initial listing
agent in Luxembourg is Kredietbank S.A. Luxembourgeoise.
The documents incorporated by reference in the accompanying
prospectus, copies of the annual reports, other periodic
reports, this prospectus supplement and accompanying prospectus
and all relevant pricing supplements and product supplements
will be available free of charge at the main office of
Kredietbank S.A. Luxembourgeoise in Luxembourg.
Other than as disclosed or contemplated in this prospectus
supplement or the accompanying prospectus or in the documents
incorporated by reference in these documents, there has been no
material adverse change in our financial position since
December 31, 2005, the date of our last audited financial
statements.
Other than as disclosed or contemplated in this prospectus
supplement or the accompanying prospectus or in the documents
incorporated by reference in these documents, neither we nor any
of our subsidiaries is involved in litigation, arbitration or
administrative proceedings relating to claims or amounts that
are material in the context of the issue of the notes.
Resolutions relating to the issue and sale of the notes were
adopted by our board of directors on February 16, 2006.
If specified in the applicable pricing supplement or product
supplement, notes may, when issued, be accepted for clearance
through DTC, Clearstream, Luxembourg, Euroclear or such other
clearing systems as are specified in the applicable pricing
supplement or product supplement and, in the case of notes
listed on the Luxembourg Stock Exchange, acceptable to the
Luxembourg Stock Exchange.
We have given an undertaking in connection with the listing of
any notes on the Luxembourg Stock Exchange to the effect that,
so long as any such notes remain outstanding and listed on such
exchange, in the event of any material adverse change in our
business or financial position that is not reflected in this
prospectus supplement and the accompanying prospectus as then
amended or supplemented (including the documents incorporated by
reference), we will prepare an amendment or supplement to this
prospectus supplement or publish a new document for use with any
subsequent offering and listing of any notes by us.
The Luxembourg Stock Exchange takes no responsibility for the
contents of this document, makes no representation as to its
accuracy or completeness and expressly disclaims any liability
whatsoever for any loss howsoever arising from or in reliance
upon the whole or any part of the contents of this prospectus
supplement or the accompanying prospectus.
S-42
GLOSSARY
Set forth below are definitions of some of the terms used in
this prospectus supplement and not defined in the attached
prospectus.
Bond equivalent yield
means a yield calculated in
accordance with the following formula and expressed as a
percentage:
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D × N
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Bond equivalent yield
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=
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×
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100
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360 (D × M)
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where D refers to the applicable annual rate for
Treasury bills, quoted on a bank discount basis and expressed as
a decimal, 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.
Business Day
means for any note, a day which meets the
following applicable requirements:
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(i)
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with respect to any note, any day that is not a Saturday or
Sunday and that, in the place designated for payment of the
applicable note, is not a day on which banking institutions
generally are authorized or obligated by law or executive order
to close; and
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(ii)
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if the note is a LIBOR note, a day that is also a London
Business Day; and
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(iii)
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if the note is a EURIBOR note, a day that is also a Euro
Business Day; and
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(iv)
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if the note is denominated in euro or is a LIBOR note for which
the Index Currency is the euro, a day that is also a Euro
Business Day; and
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(v)
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if the note is denominated in a specified currency other than
euro, any day that is also not a day on which banking
institutions are authorized or required by law to close in the
Financial Center of the country issuing the specified currency.
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Calculation Date
means, with respect to any Interest
Determination Date, the date on or before which the calculation
agent is to calculate an interest rate for a floating rate note.
Unless otherwise specified in the note and the applicable
pricing supplement or product supplement, the Calculation Date
pertaining to an Interest Determination Date for a floating rate
note will be the first to occur of:
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(i)
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the tenth calendar day after that Interest Determination Date
or, if that day is not a Business Day, the next succeeding
Business Day; or
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(ii)
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the Business Day preceding the applicable interest payment date
or date of maturity, if any, redemption or repayment, of that
note, as the case may be.
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Designated CMT telerate page
means the display on the
Moneyline Telerate, Inc., or any successor service, on the page
specified in the applicable pricing supplement or product
supplement, or any other page that replaces that page on that
service for the purpose of displaying Treasury Constant
Maturities as reported in H.15(519). If no page is specified,
page 7052 (or any page that may replace that page) for the
most recent week.
Designated LIBOR page
means (i) if LIBOR
Reuters is designated in the applicable pricing supplement
or product supplement, the display designated as page
LIBO on the Reuters Monitor Money Rates Service, or
a successor nominated as the information vendor, for the purpose
of displaying the London interbank rates of major banks for the
applicable Index Currency, or (ii) if LIBOR
Telerate is designated in the applicable pricing
supplement or product supplement, Telerate Page 3750 (or
any page that may replace that page).
Euro business day
means any day on which the
Trans-European Automated Real-Time Gross Settlement Express
Transfer (TARGET) System is open.
Euro-zone
means the region comprised of member states of
the European Union that adopt the single currency in accordance
with the Treaty establishing the European Community, as amended
by the Treaty on European Union.
S-43
Financial Center
means the capital city of the country
issuing the specified currency, except that with respect to the
following currencies the Financial Center shall be the city
listed next to each currency:
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Currency
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Financial Center
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U.S. dollar
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The City of New York
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Australian dollar
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Sydney
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Canadian dollar
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Toronto
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South African rand
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Johannesburg
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Swiss Franc
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Zurich
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H.15(519)
means the weekly statistical publication
entitled Statistical Release H.15(519), Selected Interest
Rates, or any successor publication, published by the
Board of Governors of the Federal Reserve System and available
through the World Wide Web site of the Board of Governors of the
Federal Reserve System at
http://www.federalreserve.gov/releases/h15/current, or any
successor site or publication.
H.15 daily update
means the daily update of H.15 (519),
available through the World Wide Web site of the Board of
Governors of the Federal Reserve System at
http://www.federalreserve.gov/releases/h15/update, or any
successor site or publication.
Index Currency
means the currency, including composite
currencies, specified in the applicable pricing supplement or
product supplement as the currency for which LIBOR shall be
calculated. If no currency is specified, the Index Currency will
be U.S. dollars.
Index Maturity
means the period of time designated as the
representative maturity, if any, of the certificates of deposit,
the commercial paper, the Index Currency, the Treasury bills or
other instrument or obligation, respectively, by reference to
transactions in which the CD Rate, the Commercial Paper Rate,
LIBOR, EURIBOR, the Treasury Rate and the CMT Rate,
respectively, are to be calculated, as set forth in the
applicable pricing supplement or product supplement.
Interest Determination Date
means the date as of which
the interest rate for a floating rate note is to be calculated,
to be effective as of the following Interest Reset Date and
calculated on the related Calculation Date.
Unless otherwise specified in the applicable pricing supplement
or product supplement:
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(i)
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the Interest Determination Date pertaining to an Interest Reset
Date for a CD Rate note, Commercial Paper Rate note, Federal
Funds Rate note, Prime Rate note or CMT Rate note will be the
second Business Day preceding that Interest Reset Date;
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(ii)
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the Interest Determination Date pertaining to an Interest Reset
Date for a LIBOR note will be the second London Business Day
preceding that Interest Reset Date;
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(iii)
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the Interest Determination Date pertaining to an Interest Reset
Date for a EURIBOR note will be the second Euro Business Day
preceding that Interest Reset Date; and
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(iv)
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the Interest Determination Date pertaining to an Interest Reset
Date for a Treasury Rate note will be the day of the week during
which that Interest Reset Date falls on which Treasury bills of
the Index Maturity designated in the applicable pricing
supplement or product supplement are auctioned. Treasury bills
are usually sold at auction on Monday of each week, unless that
day is a legal holiday, in which case the auction is usually
held on the following Tuesday or may be held on the preceding
Friday. If, as the result of a legal holiday, an auction is held
on the preceding Friday, that Friday will be the Interest
Determination Date pertaining to the Interest Reset Date
occurring in the following week.
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S-44
Interest reset date
means the date on which a floating
rate note will begin to bear interest at the interest rate
determined as of the related Interest Determination Date. Unless
otherwise specified in the applicable note and pricing
supplement or product supplement, the Interest Reset Dates will
be:
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(i)
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in the case of floating rate notes that reset daily, each
Business Day;
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(ii)
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in the case of floating rate notes, other than Treasury Rate
notes, that reset weekly, Wednesday of each week;
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(iii)
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in the case of Treasury Rate notes that reset weekly, Tuesday of
each week;
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(iv)
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in the case of floating rate notes that reset monthly, the third
Wednesday of each month;
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(v)
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in the case of floating rate notes that reset quarterly, as
specified in the applicable pricing supplement or product
supplement;
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(vi)
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in the case of floating rate notes that reset semi-annually, the
third Wednesday of each of two months of each year specified in
the applicable pricing supplement or product supplement; and
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(vii)
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in the case of floating rate notes that reset annually, the
third Wednesday of one month of each year specified in the
applicable pricing supplement or product supplement.
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If an interest reset date for any floating rate note would
otherwise be a day that is not a Business Day, that Interest
reset date will be postponed to the next Business Day. However,
in the case of a LIBOR note or a EURIBOR note if that Business
Day is in the following calendar month, that Interest reset date
will be the preceding Business Day. If a treasury bill auction,
as described in the definition of interest determination date,
will be held on any day that would otherwise be an interest
reset date for a treasury rate note, then that Interest reset
date will instead be the Business Day immediately following that
auction date.
London Business Day
means any day on which dealings in
deposits in the index currency are transacted in the London
interbank market.
Money market yield
means a yield calculated in accordance
with the following formula and expressed as a percentage:
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D × 360
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Money market yield
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=
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×
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100
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360 (D × M)
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where D refers to the annual 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 applicable interest reset period for which interest is being
calculated.
Reuters screen USPRIME1 page
means the display on the
Reuters Monitor Money Rates Service on the page designated as
USPRIME1, or any other page that replaces that page
on that service for the purpose of displaying prime rates or
base lending rates of major United States banks.
Telerate page 56, telerate page 57
,
telerate
page 120, telerate page 248
and
telerate
page 3750
mean the displays designated on Moneyline
Telerate, Inc. as Page 56, Page 57, Page 120,
Page 248 or Page 3750, or any page that replaces
either Page 56, Page 57, Page 120, Page 248
or Page 3750 on that service, or another service that is
nominated as the information vendor, for the purpose of
displaying the applicable Treasury bill, federal funds LIBOR or
EURIBOR rates.
S-45
ANNEX A: FORM OF PRICING SUPPLEMENT
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PRICING SUPPLEMENT
NO.
l
dated
l
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|
Pursuant to Rule 424(b)(
l
)
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to Prospectus Supplement and Prospectus dated
February 5, 2007
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Registration
No. 333-[
l
]
|
relating to the Eksportfinans ASA U.S. Medium-Term Note
Program
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[Title of Notes]
This document is a pricing supplement. This pricing supplement
provides specific pricing information in connection with this
issuance of notes. Prospective investors should read this
pricing supplement together with any applicable product
supplement, the prospectus supplement and the prospectus dated
February 5, 2007 for a description of the specific terms
and conditions of the particular issuance of notes. This pricing
supplement amends and supersedes any applicable product
supplement, the accompanying prospectus supplement and
prospectus to the extent that the information provided in this
pricing supplement is different from the terms set forth in any
applicable product supplement, the prospectus supplement or the
prospectus.
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Issuer:
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Eksportfinans ASA
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Issuer rating:
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l
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Specified currency:
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l
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Principal amount:
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l
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CUSIP No.:
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l
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Common code:
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l
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ISIN:
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l
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Price to
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Discounts and
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Proceeds to us (before
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Public
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Commissions
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expenses)
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Per note:
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[100]%
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l
%
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l
%
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Total:
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$
l
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$
l
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$
l
-
l
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Agents:
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[List agents and their addresses]
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Agent acting in the capacity as indicated below:
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[ ] Agent [ ] principal
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Trade date:
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l
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Original issue date:
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l
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Stated maturity date:
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l
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Index linked note:
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[ ] Yes [ ] No
[If yes, index:]
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Asset linked note:
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[ ] Yes [ ] No
[If yes, asset:]
[If yes, determination agent:]
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Amortizing note:
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[ ] Yes [ ] No
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[Insert schedule, if applicable]
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Zero coupon:
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[ ] Yes [ ] No
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Exchangeable:
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[ ] Yes [ ] No
[If yes, insert applicable details]
[ ] optional [ ] mandatory
|
Fixed rate note:
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[ ] Yes [ ] No
If so, interest rate per
annum:
l
%
|
S-46
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Floating rate note:
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[ ] Yes [ ] No
[ ] commercial paper rate
[ ] LIBOR
[ ] EURIBOR
[ ] Prime rate
[ ] Treasury rate: constant maturity [ ] Yes [ ]
No
[ ] CD rate
[ ] CMT rate
[ ] CMS rate
[ ] Federal funds rate
[ ]
Other:
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Spread (+/-):
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Spread multiplier:
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Maximum interest rate limitation, if any:
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Minimum interest rate limitation if any:
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Index maturity:
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Interest reset dates:
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Interest determination dates:
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Calculation agent:
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Calculation date:
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[Include any additional LIBOR or EURIBOR terms:
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[Define]]
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Interest payment dates:
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l
|
Interest accrual:
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[Define]
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Original issue discount:
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[ ] Yes [ ] No
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Issue price:
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Total amount of OID:
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Yield to maturity:
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Initial accrual period OID:
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Interest computation:
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[Define]
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Day count convention:
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[ ] Actual/360
[ ] Actual/ actual
[ ] 30/360
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Accrue to pay:
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[ ] Yes [ ] No
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Tax redemption:
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[ ] Yes [ ] No
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Extension of maturity:
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[If applicable]
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Optional redemption:
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[If applicable]
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Optional repayment date(s):
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Optional repayment price(s):
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Additional amounts payable:
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[ ] Yes [ ] No
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Authorized denomination (if other than $1,000.00 and integral
multiples thereof):
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[If applicable]
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Renewable note:
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[ ] Yes [ ] No
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Form of notes:
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[ ] Book-Entry
[ ] Certificated
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S-47
[RISK FACTORS
This section describes the most significant risks relating to
the notes. You should carefully consider whether the notes are
suited to your particular circumstances before you decide to
purchase them. In addition, we urge you to consult with your
investment, legal accounting, tax and other advisors with
respect to any investment in the
notes.]
1
[Additional disclosure to be added, as necessary].
[TAXATION
The following summary is a general description of certain United
States [and Norwegian] tax considerations relating to the
ownership and disposition of notes. It does not purport to be a
complete analysis of all tax considerations relating to the
notes. Prospective purchasers of notes should consult their tax
advisers as to the consequences of acquiring, holding and
disposing of notes under the tax laws of the country of which
they are resident for tax purposes as well as under the laws of
any state, local or foreign jurisdiction. This summary is based
upon the law as in effect on the date of this pricing supplement
and is subject to any change in law that may take effect after
such
date.]
2
[Additional disclosure to be added, as necessary].
Capitalized terms used herein without definition have the
meanings ascribed to them in the prospectus supplement and the
accompanying prospectus.
[SUPPLEMENTAL PLAN OF DISTRIBUTION
The notes are being purchased by
[
l
]
(the
agent
) as principal, pursuant to a terms agreement
dated as of
[
l
]
between the agent and us. [The agent has agreed to pay our
out-of
-pocket expenses
in connection with the issuance of the notes].
From time to time, the agent and its affiliates have engaged,
and in the future may engage, in transactions with and
performance of services for us for which they have been, and may
be, paid customary fees. In particular, the agent (or its
affiliate) is our swap counterparty for a hedge of our
obligation under the notes.]
[RESPONSIBILITY
This pricing supplement, the prospectus supplement and the
prospectus include particulars given in compliance with the
rules governing the listing of securities on the Luxembourg
Stock Exchange. The Luxembourg Stock Exchange takes no
responsibility for the contents of this document, makes no
representation as to its accuracy or completeness, and expressly
disclaims any liability whatsoever for any loss howsoever
arising from or in reliance upon the whole or any part of the
contents of this pricing supplement, any applicable product
supplement, the prospectus supplement or the prospectus. We
accept full responsibility for the accuracy of the information
contained in this pricing supplement, any applicable product
supplement, the prospectus supplement and the prospectus and,
having made all reasonable inquiries, confirm that to the best
of our knowledge and belief there are no other facts the
omission of which would make any statement contained in this
pricing supplement, any applicable product supplement, the
prospectus supplement or the prospectus misleading.
The issuer confirms that all information in this pricing
supplement provided by a third party has been accurately
reproduced and that, so far as is aware and able to ascertain
from information published by that third party, no facts have
been omitted which would render the reproduced information
inaccurate or
misleading.]
3
1
To
be added, if applicable.
2
To
be added, if applicable.
3
To
be added if the series of notes will be listed on the Luxembourg
Stock Exchange.
S-48
PROSPECTUS
EKSPORTFINANS ASA
(a Norwegian company)
Debt Securities
We may offer senior or subordinated debt securities for sale
through this prospectus. We may offer these securities from time
to time in one or more offerings.
We will provide the specific terms of the securities that we may
offer in supplements to this prospectus. You should read this
prospectus, any prospectus supplement, any applicable product
supplement and any pricing supplement carefully before you
invest. You should also consider carefully the documents
incorporated by reference in this prospectus and in any
prospectus supplement, any applicable product supplement or any
pricing supplement and in the registration statement to which
they relate, before you invest.
Investing in our securities involves risks. Carefully
consider the Risk Factors beginning on page 6
of our Form
20-F/A
for the year ended December 31, 2005 filed with the SEC on
August 29, 2006, as well as the risk factors included in
the applicable prospectus supplement and any applicable product
supplement or pricing supplement.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined that this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus is February 5, 2007.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we
filed with the U.S. Securities and Exchange Commission (the
SEC) utilizing the shelf registration process. Under
the shelf registration process, we may sell the securities
described in this prospectus in one or more offerings.
This prospectus provides you with a general description of the
securities we may offer. Each time we sell securities, we will
provide a prospectus supplement and, if applicable, a pricing
supplement or a product supplement and terms supplement that
will contain specific information about the terms of the
securities. The prospectus supplement and, if applicable, the
pricing supplement or a product supplement and terms supplement
may add to or update or change information about us contained in
this prospectus, but it will not change the nature of or the
terms of the securities that may be offered by us. You should
read this prospectus, any prospectus supplement, any applicable
product supplement and any pricing supplement together with the
additional information described under the heading Where
You Can Find More Information About Us.
FORWARD-LOOKING STATEMENTS
Except for historical statements and discussions, statements
contained in this prospectus constitute forward-looking
statements within the meaning of Section 27A of the
U.S. Securities Act of 1933 and Section 21E of the
U.S. Securities Exchange Act of 1934. Other documents of
Eksportfinans ASA filed with or furnished to the SEC, including
those incorporated by reference in this prospectus, may also
include forward-looking statements, and other written or oral
forward-looking statements have been made and may in the future
be made from time to time by us or on our behalf.
Forward-looking statements include, without limitation,
statements concerning our financial position and business
strategy, our future results of operations, the impact of
regulatory initiatives on our operations, our share of new and
existing markets, general industry and macro-economic growth
rates and our performance relative to these growth rates.
Forward-looking statements generally can be identified by the
use of terms such as ambition, may,
will, expect, intend,
estimate, anticipate,
believe, plan, seek,
continue or similar terms.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on
circumstances that will occur in the future. These
forward-looking statements are based on current expectations,
estimates, forecasts, and projections about the industries in
which we operate, managements beliefs and assumptions made
by management about future events. These forward-looking
statements involve known and unknown risks, uncertainties and
other factors, many of which are outside of our control, that
may cause actual results to differ materially from any future
results expressed or implied from the forward-looking statements.
Actual results, performance or events may differ materially from
those in such statements due to, without limitation:
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changes in the competitive conditions, regulatory environment or
political, social or economic conditions in the markets in which
we operate,
|
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|
market, foreign exchange rate and interest rate fluctuations,
|
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|
the ability of counterparties to meet their obligations to us,
|
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|
the effects of, and changes in, fiscal, monetary, trade and tax
policies, and currency fluctuations,
|
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|
operational factors such as systems failure, human error, or the
failure to properly implement procedures,
|
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|
the effects of changes in laws, regulations or accounting
policies or practices, and
|
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|
various other factors beyond our control.
|
The foregoing list of important factors is not exhaustive.
Additional information regarding the factors and events that
could cause differences between forward-looking statements and
actual results is contained in our
1
SEC filings. For further discussion of these and other factors,
see Risk Factors in our most recent Annual Report on
Form
20-F/A
filed
with the SEC on August 29, 2006.
As a result of these and other factors, no assurance can be
given as to our future results and achievements. You are
cautioned not to put undue reliance on these forward-looking
statements, which are neither predictions nor guarantees of
future events or circumstances. We disclaim any intention or
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or
circumstances or otherwise.
All subsequent written and oral forward-looking statements
attributable to us or persons acting on our behalf are similarly
qualified.
EKSPORTFINANS ASA
Eksportfinans is the only specialized export lending institution
in Norway, and we provide financing for a broad range of exports
and for the internationalization of Norwegian industry,
including the purchase of foreign assets and other
export-related activities. To a lesser extent, we also provide
financing for the purchase of Norwegian-produced capital goods
and related services within Norway. We provide both commercial
loans as well as government-supported financing. For the latter,
fixed-interest loans are available according to the OECD
Arrangement on Guidelines for Officially Supported Credits
agreed to by most of the member countries of the Organization
for Economic Cooperation and Development. At the request of the
Norwegian Government, we may also from time to time provide
other types of financing.
Our principal assets are our loans and investments, which are
financed by our equity capital and by borrowings principally in
the international capital markets. Our principal source of
income is the excess of our interest revenue on our assets over
the interest expense on our borrowings.
Our articles of association require that all of our loans be
supported by, or extended against, guarantees issued by, or
claims on,
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Norway or other countries, including local, regional and foreign
authorities and government institutions, with high
creditworthiness,
|
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|
Norwegian or foreign banks or insurance companies, or
|
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|
internationally creditworthy Norwegian or foreign companies,
|
as well as certain types of collateral.
To date we have collected all loans falling due, either from the
original obligor or by exercise of guarantees, and therefore
have experienced no loan losses.
Our wholly owned subsidiary, Kommunekreditt, makes loans without
any form of credit enhancement to Norwegian municipalities,
counties and to companies that are the joint undertaking of two
or more municipalities (so called joint-municipal companies) and
to private independent companies against guarantees from
municipalities, counties or the Norwegian Government.
Kommunekreditt provides loans with fixed rates of interest from
one month to 10 years or at a floating rate of interest
both for refinancing existing loans and for new investments.
Eksportfinans was incorporated on May 2, 1962 as a limited
liability company under the laws of Norway. Our principal
executive offices are located at Dronning Mauds gate 15, N-0250
Oslo, Norway, and our telephone number is +47 22-01-22-01.
WHERE YOU CAN FIND MORE INFORMATION ABOUT US
We file annual reports with and furnish other information to the
SEC. You may read and copy any document filed with or furnished
to the SEC by us at the SECs public reference room at
100 F Street, N.E., Washington D.C. 20549. Our
SEC filings are also available to the public through the
SECs web site at www.sec.gov. Please call the SEC at
1-800-SEC-0330 for further information on the public reference
room in Washington D.C. and in other locations. Copies of
our SEC filings, including annual and quarterly reports, will
2
also be available free of charge at the main offices of Dexia
Banque Internationale à Luxembourg S.A. and Kredietbank
S.A. Luxembourgeoise in Luxembourg.
As allowed by the SEC, this prospectus does not contain all the
information you can find in our registration statement or the
exhibits to the registration statement. The SEC allows us to
incorporate by reference information into this
prospectus, which means that:
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documents incorporated by reference are considered part of this
prospectus,
|
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|
we may disclose important information to you by referring you to
those documents, and
|
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|
information that we file with or furnish to the SEC after the
date of this prospectus that is incorporated by reference in
this prospectus automatically updates and supersedes information
in this prospectus.
|
Unless otherwise noted, all documents incorporated by reference
have the SEC file number 1-8427. This prospectus incorporates by
reference the documents listed below:
|
|
|
|
|
our Annual Report on
Form
20-F/A
for
the fiscal year ended December 31, 2005 filed on
August 29, 2006,
|
|
|
|
our Reports on 6-K furnished to the SEC May 5, 2006 (two on
May 5), August 14, 2006, August 15, 2006,
August 25, 2006, September 28, 2006, October 2,
2006, November 1, 2006, November 2, 2006,
November 13, 2006, November 27, 2006, December 5,
2006 and January 11, 2007,
|
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|
our Report on
Form
6-K/A
furnished to the SEC August 29, 2006, and
|
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|
each of the following documents that we file with or furnish to
the SEC after the date of this prospectus from now until we
terminate the offering of securities under this prospectus:
|
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|
|
reports filed under Section 13(a), 13(c) or 15(d) of the
Securities Exchange Act of 1934, and
|
|
|
|
reports furnished on
Form
6-K
that
indicate that they are incorporated by reference in this
prospectus.
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The documents incorporated by reference in this prospectus
contain important information about us and our financial
condition. You may obtain copies of these documents in the
manner described above. You may also upon written or oral
instructions request a copy of these filings, excluding
exhibits, at no cost by contacting us at:
Eksportfinans
ASA
Treasury
Department
Dronning
Mauds gate 15
N-0250
Oslo
Norway
Tel:
+47 22 01 22 01
Fax:
+47 22 01 22 06
E-mail:
funding@eksportfinans.no
FINANCIAL AND EXCHANGE RATE INFORMATION
Except as otherwise noted, we present financial statement
amounts in this prospectus and in the documents incorporated by
reference in accordance with generally accepted accounting
principles in Norway (Norwegian GAAP), which differ in
significant respects from generally accepted accounting
principles in the United States (U.S. GAAP). For a
discussion of the principal differences between Norwegian GAAP
and U.S. GAAP relevant to Eksportfinans, see Note 34
to our audited consolidated financial statements included in our
Annual Report on
Form
20-F/A
for
the fiscal year ended December 31, 2005 filed with the SEC
on August 29, 2006, which is incorporated by reference in
this prospectus.
We have derived the financial data in this prospectus for the
fiscal year ended December 31, 2005, from our audited
financial statements. We have derived all financial data in this
prospectus presenting interim figures from unaudited financial
statements.
3
As used in this prospectus, dollar or $
refer to the U.S. dollar and kroner or
NOK refer to the Norwegian krone.
ENFORCEMENT OF CIVIL LIABILITIES AGAINST FOREIGN PERSONS
We are a Norwegian company, a majority of our directors and
management and certain of the experts named in this prospectus
are residents of Norway, and a substantial portion of their
respective assets are located in Norway. As a result, it may be
difficult or impossible for investors to effect service of
process within the United States upon us or such persons with
respect to matters arising under U.S. Federal securities
laws or to enforce against them judgments of courts of the
United States predicated upon civil liability under the
U.S. Federal securities laws. We have been advised by Jens
Olav Feiring, Esq., our Executive Vice President and General
Counsel, that there is doubt as to the enforceability in actions
in Norway, in original actions or in actions for enforcement of
judgments of U.S. courts, of liabilities predicated solely
upon the civil liability provisions of the U.S. Federal
securities laws. In addition, awards of punitive damages in
actions brought in the United States or elsewhere may be
unenforceable in Norway. We have consented to service of process
in New York City for claims based upon the indenture and the
debt securities described under Description of debt
securities.
4
CAPITALIZATION AND INDEBTEDNESS
The following table presents our consolidated capitalization in
accordance with Norwegian GAAP as of December 31, 2006. It
is important that you read this table together with, and it is
qualified by reference to, our audited consolidated financial
statements set forth in our Annual Report on
Form
20-F/A
filed
with the SEC on August 29, 2006.
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As of
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December 31, 2006
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Actual
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NOK
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U.S.$
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(in millions)
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(unaudited)
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Short-term debt (commercial paper debt and current portion of
bond debt)*
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69,058.6
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11,040.4
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Long-term debt (excluding current portions)
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Bonds
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88,288.4
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14,114.6
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Subordinated debt
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1,255.5
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200.7
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Total long-term debt*
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89,543.9
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14,315.3
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Capital contribution
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609.9
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97.5
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Shareholders equity
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Share capital (nominal value NOK 10,500 per share shares
authorized and outstanding 151,765)
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1,593.5
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254.8
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Other equity
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845.4
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135.2
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Share premium reserve
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162.5
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26.0
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Net income for the period
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0.0
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0.0
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Total shareholders equity
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2,601.4
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415.9
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Total capitalization
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161,813.8
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25,869.1
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*All our debt is unsecured and unguaranteed.
For the convenience of the reader, U.S. dollar amounts
above have been translated from Norwegian krone at the rate of
NOK 6.2551 = U.S.$1.00, the noon buying rate of the Central
Bank of Norway on December 31, 2006.
USE OF PROCEEDS
Unless otherwise set forth in the related prospectus supplement
or, if applicable, the pricing supplement, we intend to use the
proceeds from the sale of securities offered through this
prospectus for general corporate purposes, which include
financing our operations and debt repayment and refinancing. The
details of any debt repayment will be described in the
applicable prospectus supplement or pricing supplement.
5
DESCRIPTION OF DEBT SECURITIES
The following is a summary of the general terms of the debt
securities. Each time that we issue debt securities pursuant to
this prospectus we will file with the SEC a prospectus
supplement and, if applicable, a pricing supplement or a product
supplement that you should read carefully. The prospectus
supplement or, if applicable, the pricing supplement or product
supplement, will contain the specific terms applicable to those
debt securities. The terms presented here, together with the
terms contained in the prospectus supplement and, if applicable,
the pricing supplement or product supplement will be a
description of the material terms of the debt securities. You
should also read the indenture under which we will issue the
debt securities, which we have filed with the SEC as an exhibit
to the registration statement of which this prospectus is a
part. The terms of the debt securities include those stated in
the indenture and those made part of the indenture by reference
to the Trust Indenture Act of 1939.
General
The debt securities will be issued under an indenture with The
Bank of New York, 101 Barclay Street, Floor 21W, New
York, New York, 10286, as trustee. The total principal amount of
debt securities that can be issued under the indenture is
unlimited. The indenture does not limit the amount of other
debt, secured or unsecured, that we may issue. We may issue the
debt securities in one or more series.
The prospectus supplement and, if applicable, the pricing
supplement or product supplement relating to any series of debt
securities being offered, will include specific terms relating
to the offering. These terms will include some or all of the
following:
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the price of the debt securities offered,
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the title of the debt securities,
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the total principal amount of the debt securities,
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the date or dates, if any, on which the principal of and any
premium on the debt securities will be payable,
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any interest rate, the date from which interest will accrue,
interest payment dates and record dates for interest payments,
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whether the debt securities are senior or subordinated debt
securities and, if subordinated, the ranking of such debt
securities in relation to other senior or subordinated debt
securities,
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the places at which payments of principal and interest are
payable,
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the terms of any optional or mandatory redemption, including the
price for the redemption,
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any sinking fund provisions,
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the terms of any payments on the debt securities that will be
payable in foreign currency or currency units or another form,
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the terms of any payments that will be payable by reference to
any index or formula,
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any changes or additions to the events of default or covenants
described in this prospectus,
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whether debt securities will be issued as discount securities
and the amount of any discount,
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whether the debt securities will be represented by one or more
global securities,
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any terms for the exchange of the debt securities for securities
of any other entity, and
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any other terms of the debt securities.
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We have the ability under the indenture to re-open a
previously issued series of debt securities and issue additional
debt securities of that series or establish additional terms of
the series. We are also permitted to issue debt securities with
the same terms as previously issued debt securities. Unless
otherwise indicated in the related
6
prospectus supplement or, if applicable, the pricing supplement
or product supplement, the debt securities will not be listed on
any securities exchange.
The senior debt securities will be unsecured, unsubordinated
indebtedness and will rank equally with all other unsecured and
unsubordinated debt. The subordinated debt securities will be
unsecured indebtedness and will be subordinated in right of
payment to existing and future debt as set forth in the related
prospectus supplement or, if applicable, the relevant pricing
supplement or product supplement. See Subordination
below.
Some of the debt securities may be sold at a substantial
discount below their stated principal amount. These debt
securities will either bear no interest or will bear interest at
a rate which at the time of issuance is below market rates.
U.S. Federal income tax consequences and other special
considerations applicable to discounted debt securities are
discussed below under Taxation in the United States
and may be discussed further in the prospectus supplement or, if
applicable, the pricing supplement or product supplement
relating to these debt securities.
Governing law
The debt securities and the indenture will be governed by and
construed in accordance with the laws of the State of New York,
except that matters relating to the authorization and execution
by us of the indenture and the debt securities issued under the
indenture, will be governed by the laws of Norway. There are no
limitations under the laws of Norway or our Articles of
Association on the right of non-residents of Norway to hold the
debt securities issued.
Form, exchange and transfer
Unless otherwise specified in the related prospectus supplement
or, if applicable, the related pricing supplement or product
supplement, the debt securities of each series will be issuable
in fully registered form, without coupons, in denominations of
$1,000.00 and integral multiples thereof.
Unless otherwise specified in the related prospectus supplement,
or, if applicable, the related pricing supplement or product
supplement, any payments of principal, interest and premium on
registered debt securities will be payable and, subject to the
terms of the indenture and the limitations applicable to global
securities, debt securities may be transferred or exchanged at
any office or agency we maintain for such purpose, without the
payment of any service charge except for any applicable tax or
governmental charge.
Global securities
The debt securities of a series may be issued in the form of one
or more global certificates that will be deposited with a
depositary identified in a prospectus supplement or, if
applicable, the related pricing supplement or product
supplement. Unless a global certificate is exchanged in whole or
in part for debt securities in definitive form, a global
certificate may generally be transferred only as a whole and
only to the depositary or to a nominee of the depositary or to a
successor depositary or its nominee.
Unless otherwise indicated in any prospectus supplement, or, if
applicable, the related pricing supplement or product
supplement, The Depositary Trust Company (
DTC
) will act
as depositary. Beneficial interests in global certificates will
be shown on records maintained by DTC and its participants and
transfers of global certificates will be effected only through
these records.
The following paragraphs are based on information provided to us
by DTC. DTC 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
United States Federal Reserve System, a clearing
corporation within the meaning of the New York Uniform
Commercial Code and a clearing agency registered
under Section 17A of the Exchange Act. DTC holds securities
that its participants deposit with DTC. DTC also facilitates the
clearance and recording of the settlement among its participants
of securities transactions, such as transfers and pledges, in
deposited securities through computerized records for
participants accounts. This eliminates the need for
physical exchange of certificates. Direct participants include
securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations. Other
organizations such as securities brokers
7
and dealers, banks and trust companies that work through a
participant, either directly or indirectly use DTCs
book-entry system. The rules that apply to DTC and its
participants are on file with the SEC.
Pursuant to DTCs procedures, upon the sale of debt
securities represented by a global certificate to underwriters,
DTC will credit the accounts of the participants designated by
the underwriters with the principal amount of the debt
securities purchased by the underwriters. Ownership of
beneficial interests in a global certificate will be shown on
DTCs records (with respect to participants), by the
participants (with respect to indirect participants and certain
beneficial owners) and by the indirect participants (with
respect to all other beneficial owners). The laws of some states
require that certain persons take physical delivery in
definitive form of the securities that they own. Consequently,
the ability to transfer beneficial interests in a global
certificate may be limited.
We will wire principal and interest payments with respect to
global certificates to DTCs nominee. We and the trustee
under the indenture will treat DTCs nominee as the owner
of the global certificates for all purposes. Accordingly, we,
the trustee and the paying agent will have no direct
responsibility or liability to pay amounts due on the global
certificates to owners of beneficial interests in the global
certificates.
It is DTCs current practice, upon receipt of any payment
of principal or interest, to credit participants accounts
on the payment date according to their beneficial interests in
the global certificates as shown on DTCs records. Payments
by participants to owners of beneficial interests in the global
certificates will be governed by standing instructions and
customary practices between the participants and the owners of
beneficial interests in the global certificates, as is the case
with securities held for the account of customers registered in
street name. However, payments will be the
responsibility of the participants and not of DTC, the trustee
or us.
Debt securities of any series represented by a global
certificate will be exchangeable for debt securities in
definitive form with the same terms in authorized denominations
only if:
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DTC notifies us that it is unwilling or unable to continue as
depositary, or DTC is no longer eligible to act as depositary,
and we do not appoint a successor depositary within
90 days, or
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we determine not to have the debt securities of a series
represented by global certificates and notify the trustee of our
decision.
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So long as DTC or its nominee is the registered owner and holder
of the global notes, DTC or its nominee, as the case may be,
will be considered the sole owner or holder of the debt
securities represented by the global notes for all purposes
under the indenture. Except as provided below, you, as the
beneficial owner of interests in the global notes, will not be
entitled to have debt securities registered in your name, will
not receive or be entitled to receive physical delivery of debt
securities in definitive form and will not be considered the
owner or holder of those debt securities under the indenture.
Accordingly, you, as the beneficial owner, must rely on the
procedures of DTC and, if you are not a DTC participant, on the
procedures of the DTC participants through which you own your
interest, to exercise any rights of a holder under the indenture.
Neither we, the trustee, nor any other agent of ours or agent of
the trustee will have any responsibility or liability for any
aspect of the records relating to, or payments made on account
of, beneficial ownership interests in global notes or for
maintaining, supervising or reviewing any records relating to
the beneficial ownership interests. DTCs practice is to
credit the accounts of DTCs direct participants with
payment in amounts proportionate to their respective holdings in
principal amount of beneficial interest in a security as shown
on the records of DTC, unless DTC has reason to believe that it
will not receive payment on the payment date. The underwriters
will initially designate the accounts to be credited. Beneficial
owners may experience delays in receiving distributions on their
debt securities because distributions will initially be made to
DTC, and they must be transferred through the chain of
intermediaries to the beneficial owners account. Payments
by DTC participants to you will be the responsibility of the DTC
participant and not of DTC, the trustee or us. Accordingly, we
and any paying agent will have no responsibility or liability
for: any aspect of DTCs records relating to, or payments
made on account of, beneficial ownership interests in debt
securities represented by a global securities certificate; any
other aspect of the relationship between DTC and its
participants or the relationship between those participants and
the owners of beneficial interests in a global securities
certificate held
8
through those participants; or the maintenance, supervision or
review of any of DTCs records relating to those beneficial
ownership interests.
Conveyance of notices and other communications by DTC 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.
We have been informed that, under DTCs existing practices,
if we request any action of holders of debt securities, or an
owner of a beneficial interest in a global security such as you
desires to take any action which a holder of debt securities is
entitled to take under the indenture, DTC would authorize the
direct participants holding the relevant beneficial interests to
take such action, and those direct participants and any indirect
participants would authorize beneficial owners owning through
those direct and indirect participants to take such action or
would otherwise act upon the instructions of beneficial owners
owning through them.
Payments of additional amounts
Unless the prospectus supplement or, if applicable, the pricing
supplement or product supplement for a particular series of debt
securities provides otherwise, we will make all payments on the
debt securities of that series without withholding or deduction
for any taxes or other governmental charges in effect on the
date of issuance of the debt securities of that series or
imposed in the future by or on behalf of Norway or any authority
in Norway.
In the event any Norwegian taxes or other charges are imposed on
payments on any debt security of that series held by you, we
will pay to you such additional amounts as may be necessary so
that the net amounts receivable by you after any payment,
withholding or deduction of tax or charge will equal the amounts
of principal, any interest and any premium that would have been
receivable on the debt security if there were no such payment,
withholding or deduction;
provided, however
, that the
amounts with respect to any Norwegian taxes will be payable only
to holders that are not residents in Norway for purposes of its
tax laws,
and provided further
, that we will not be
required to make any payment of any additional amounts on
account of:
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your being a resident of Norway or having some connection with
Norway (in the case of Norwegian taxes) other than the mere
holding of the debt security or the receipt of principal, any
interest, or any premium on the debt security,
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your presentation of the debt security for payment more than
30 days after the later of (1) the due date for such
payment or (2) the date we provide funds to make such
payment to the trustee,
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any estate, inheritance, gift, sales, transfer, personal
property or similar tax, assessment or other governmental charge,
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any tax, assessment or other governmental charge payable other
than by withholding from payments on the debt security,
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any tax, assessment or other governmental charge which would not
have been imposed or withheld if the holder had declared his or
her non-residence in Norway or made a similar claim for
exemption so that, upon making the declaration or the claim, the
holder would either have been able to avoid the tax, assessment
or charge or to obtain a refund of the tax, assessment or charge,
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any tax, assessment or other governmental charge required to be
withheld by any paying agent from any payment of principal of,
premium, if any, or any interest on, any debt security, if such
payment can be made without such withholding by any other paying
agent,
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any withholding or deduction imposed on a payment that is
required to be made pursuant to a European Union directive on
the taxation of savings or related law or regulations, or
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any combination of items above,
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nor shall additional amounts be paid with respect to any payment
of the principal of, premium, if any, or any interest on any
debt security to any holder who is a fiduciary, a partnership or
a beneficial owner and who is other than the sole beneficial
owner of the payment to the extent the fiduciary or a member of
the partnership or a beneficial owner would not have been
entitled to any additional amount had it been the holder of the
debt security.
Tax redemption
Unless the prospectus supplement or, if applicable, the pricing
supplement or product supplement for a particular series of debt
securities provides otherwise, we may redeem that series of debt
securities before its maturity, in whole but not in part, if, at
any time after the date of issuance of that series of
securities, as a result of any:
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amendment to, or change in, the laws of Norway or any political
subdivision of Norway, or
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change in the application or official interpretation of such
laws or regulations,
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where the amendment or change becomes effective after the date
of the issuance of the series of debt securities, we become, or
will become, obligated to pay any additional amounts as provided
above under Payments of additional amounts and
cannot reasonably avoid such obligation.
Before we may redeem debt securities of a particular series as
provided above, we must deliver to the trustee at least
30 days, but not more than 60 days, prior to the date
fixed for redemption:
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a written notice stating that the debt securities of a
particular series are to be redeemed, specifying the redemption
date and other pertinent information, and
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an opinion of independent legal counsel selected by us to the
effect that, as a result of the circumstances described above,
we have or will become obligated to pay any additional amounts.
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We will give you at least 30 days, but not more than
60 days, notice before any tax redemption of a series
of securities. On the redemption date, we will pay you the
principal amount of your debt security, plus any accrued
interest (including any additional amounts) to the redemption
date.
Exchange
The terms, if any, upon which debt securities of any series are
exchangeable for other securities will be set forth in the
related prospectus supplement. These terms may include the
exchange price, the exchange period, provisions as to whether
exchange will be at the option of the holders of that series of
debt securities or at our option, any events requiring an
adjustment of the exchange price, provisions affecting exchange
in the event of the redemption of such series of debt securities
and other relevant provisions relating to those securities.
Events of default
Unless otherwise specified in the applicable pricing supplement
or product supplement, the following are defined as events of
default with respect to securities of any series outstanding
under the indenture:
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failure to pay principal or premium, if any, on any debt
security of that series when due, and continuance of such a
default for a period of 15 days or any applicable longer
grace period,
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failure to pay any interest on any debt security of that series
when due, and continuance of such a default for a period of
30 days or any applicable longer grace period,
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failure to deposit any sinking fund payment, when due and
continuance of such a default beyond any applicable grace
period, on any debt security of that series,
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failure to perform any of our other covenants or the breach of
any of the warranties in the indenture after being given written
notice and continuance of such a default for a period of
90 days or any applicable longer grace period,
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certain events in bankruptcy, insolvency or reorganization, and
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any other event of default provided with respect to debt
securities of that series.
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If an event of default for any series of debt securities occurs
and continues, the trustee or the holders of at least 25% in
aggregate principal amount of the outstanding debt securities of
that series may accelerate the maturity of the debt securities
of that series (or, such portion of the principal amount of such
debt securities as may be specified in a prospectus supplement)
and declare all amounts of that series due and payable or
deliverable immediately. If an acceleration occurs, subject to
specified conditions, the holders of a majority of the aggregate
principal amount of the outstanding debt securities of that
series may rescind and annul such acceleration, provided that
all payments and/or deliveries due, other than those due as a
result of acceleration, have been made and all events of default
have been cured or waived. Because each series of debt
securities will be independent of each other series, a default
in respect of one series will not necessarily in itself result
in a default or acceleration of the maturity of a different
series of debt securities.
Other than its duties in case of an event of default, the
trustee is not obligated to exercise any of its rights or powers
under the indenture at the request or direction of any of the
holders, unless the holders offer the trustee indemnity
reasonably satisfactory to it. Subject to the indemnification of
the trustee, the holders of a majority in aggregate principal
amount of the outstanding debt securities of any series may
direct the time, method and place of conducting any proceeding
for any remedy available to the trustee or exercising any trust
or power conferred on the trustee with respect to the debt
securities of that series.
A holder of debt securities of any series will not have any
right to institute any proceeding with respect to the indenture
unless:
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the holder previously gave written notice to the trustee of an
event of default,
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the holders of at least 25% in aggregate principal amount of the
outstanding debt securities of that series have made written
request, and have offered reasonable indemnity to the trustee to
institute such proceeding as trustee, and
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the trustee fails to institute such proceeding, and has not
received from the holders of a majority in aggregate principal
amount of the outstanding debt securities of that series a
direction inconsistent with such request, within 60 days
after such notice, request and offer.
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The limitations described above do not apply to a suit
instituted by a holder of a debt security for the enforcement of
payment of the principal, interest or premium on that debt
security on or after the applicable due date specified in that
debt security.
The holders of a majority in principal amount of the outstanding
debt securities of any series may waive an event of default with
respect to that series, except a default:
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in the payment of any amounts due and payable or deliverable
under the debt securities of that series, or
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in respect of an obligation of Eksportfinans that cannot be
modified under the terms of the indenture without the consent of
each holder of each series of debt securities affected.
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We will be required to furnish to the trustee annually a
statement by our officers as to whether or not we are in default
in the performance of any of the terms of the indenture.
Subordination
The indebtedness evidenced by the subordinated debt securities
will, to the extent provided pursuant to the indenture with
respect to each series of subordinated debt securities, be
subordinate in right of payment to the prior payment in full of
all of our senior debt, as defined, including any senior debt
securities and any subordinated debt securities that are defined
as senior debt for purposes of a particular series of
subordinated debt securities. The prospectus supplement or, if
applicable, the pricing supplement or product supplement
relating to
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any subordinated debt securities will summarize the
subordination provisions of the indenture applicable to that
series including:
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the applicability and effect of such provisions upon any payment
or distribution of our assets to creditors upon any liquidation,
bankruptcy, insolvency or similar proceedings,
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the applicability and effect of such provisions in the event of
specified defaults with respect to senior debt, including the
circumstances under which and the periods in which we will be
prohibited from making payments on the subordinated debt
securities, and
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the definition of senior debt applicable to the subordinated
debt securities of that series including whether and to what
extent the subordinated debt of that series shall be
subordinated to other subordinated debt of their issuer.
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In the event and during the continuation of any default in the
payment of any senior debt continuing beyond any applicable
grace period specified in the instrument evidencing that senior
debt (unless and until the default shall have been cured or
waived or shall have ceased to exist), no payments on account of
principal, premium, if any, or interest, if any, on the
subordinated debt securities or sums payable with respect to the
exchange, if applicable, of the subordinated debt securities may
be made pursuant to the subordinated debt securities.
Upon payment or distribution of our assets to creditors upon
dissolution or winding-up or total or partial liquidation or
reorganization, whether voluntary or involuntary in bankruptcy,
insolvency, receivership or other proceedings, the holders of
our senior debt will be entitled to receive payment in full of
all amounts due on the senior debt before any payment is made by
us on account of principal, premium, if any, or interest, if
any, on the subordinated debt securities.
By reason of this subordination, in the event of our insolvency,
holders of subordinated debt securities may recover less,
ratably, and holders of senior debt may recover more, ratably,
than our other creditors. The indenture does not limit the
amount of senior debt that we may issue.
Defeasance
Unless otherwise indicated in the related prospectus supplement
or, if applicable, the pricing supplement or product supplement,
we may elect, at our option at any time, to have the provisions
of the indenture relating (a) to defeasance and discharge
of indebtedness or (b) to defeasance of certain restrictive
covenants apply to the debt securities of any series, or to any
specified part of a series.
In order to exercise either option, we must irrevocably deposit,
in trust for the benefit of the holders of those debt
securities, money or U.S. government securities, or both,
that, through the payment of principal and interest in
accordance with their terms, will provide amounts sufficient to
pay the principal of and any premium and interest on those debt
securities on the respective stated maturities in accordance
with the terms of the indenture and those debt securities. Any
additional conditions to exercising these options with respect
to a series of debt securities will be described in a related
prospectus supplement.
If we meet all the conditions to clause (a) above and elect
to do so, we will be discharged from all our obligations with
respect to the applicable debt securities and, if those debt
securities are subordinated debt securities, the provisions
relating to subordination will cease to be effective (other than
obligations to register transfer of debt securities, to replace
lost, stolen or mutilated certificates and to maintain paying
agencies). We shall be deemed to have paid and discharged the
entire indebtedness represented by the applicable debt
securities and to have satisfied all of our obligations under
the debt securities and the indenture relating to those debt
securities.
If we meet all the conditions to clause (b) above and elect
to do so, we may omit to comply with and shall have no liability
in respect of certain restrictive covenants as described in the
related prospectus supplement and, if those debt securities are
subordinated debt securities, the provisions of the indenture
relating to subordination will cease to be effective, in each
case with respect to those debt securities.
12
Modification of the indenture
Under the indenture, our rights and obligations and the rights
of holders may be modified with the consent of the holders
holding not less than a majority of the aggregate principal
amount of the outstanding debt securities of each series
affected by the modification. No modification of the principal
or interest payment terms, and no modification reducing the
percentage required for modifications or altering the provisions
relating to the waiver of any past default, will be effective
against any holder without its consent. We and the trustee may
also amend the indenture or any supplement to the indenture
without the consent of the holders of any debt securities to
evidence the succession or addition of another corporation to
Eksportfinans, to evidence the replacement of the trustee with
respect to one or more series of debt securities and for certain
other purposes.
Consolidation, merger or disposition of assets
We may not consolidate with or merge into, or sell or lease
substantially all of our assets to any person unless:
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the successor person expressly assumes our obligations on the
debt securities and under the indenture,
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immediately after giving effect to the transaction, no event of
default, and no event which, after notice or lapse of time or
both, would become an event of default, shall have occurred and
be continuing, and
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any other conditions specified in the related prospectus
supplement or, if applicable, the pricing supplement or product
supplement are met.
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Concerning the trustee
We and certain of our affiliates and subsidiaries may maintain
deposit account and lines of credit and have other customary
banking relationship with the trustee and its affiliates in the
ordinary course of our and their respective businesses.
Pursuant to the Trust Indenture Act, should a default occur with
respect to the debt securities constituting our senior debt
securities or subordinated debt securities, the trustee would be
required to resign as trustee with respect to the debt
securities constituting either the senior debt securities or the
subordinated debt securities under the indenture within
90 days of the default unless the default were cured, duly
waived or otherwise eliminated or unless only senior debt
securities or subordinated debt securities are outstanding under
the indenture at the time of the default.
TAXATION IN NORWAY
This discussion is the opinion of Wiersholm, Mellbye & Bech,
advokatfirma AS insofar as it relates to matters of Norwegian
tax law and describes certain material Norwegian tax
consequences to beneficial holders of debt securities.
This section does not address all Norwegian income tax matters
that may be relevant to a particular prospective holder. This
section is based on Norwegian law, regulations and judicial and
administrative interpretations, in each case as in effect and
available on the date of this prospectus. All of the foregoing
are subject to changer, which change could apply retroactively
and could affect the consequences described below. Each investor
should consult its own tax advisor with respect to possible
Norwegian tax consequences of acquiring, owning or disposing of
the debt securities in their particular circumstances.
Unless the prospectus supplement or, if applicable, the pricing
supplement or product supplement for a particular series of debt
securities so provides, we will make all payments on the debt
securities of that series without withholding or deduction for
any taxes or other governmental charges in effect on the date of
issuance of the debt securities of that series or imposed in the
future by or on behalf of Norway or any authority in Norway. See
Description of debt securities Payments of
additional amounts and Tax
redemption, above.
Interest paid on the debt securities to a non-Norwegian person
not resident in Norway are not subject to income tax or
withholding tax in Norway.
13
Gains derived from the sale of Eksportfinanss debt
securities by a non-Norwegian person not resident in Norway are
not subject to Norwegian income taxes.
A non-Norwegian person not resident in Norway who holds
Eksportfinanss debt securities is not subject to Norwegian
inheritance, gift or wealth tax unless such person operates a
business through a permanent establishment in Norway and
payments on such securities are attributable to such business.
Norwegian inheritance and gift tax may, however, under certain
circumstances be imposed on holders who are non-resident
Norwegian citizens. Under the United States-Norway estate and
inheritance tax treaty, a United States citizen or domiciliary
who becomes liable to pay Norwegian inheritance or gift taxes
generally will be entitled to credit against his
U.S. estate or gift tax liability the amount of such
Norwegian taxes.
TAXATION IN THE UNITED STATES
This discussion is the opinion of Allen & Overy LLP
insofar as it relates to matters of U.S. Federal income tax
law and describes certain material U.S. Federal income tax
consequences to beneficial holders of debt securities. This
section addresses only the U.S. Federal income tax
considerations for holders that acquire the debt securities at
their original issuance and hold the debt securities as capital
assets. This section does not address all U.S. Federal
income tax matters that may be relevant to a particular
prospective holder.
Each prospective investor should consult
a professional tax advisor with respect to the tax consequences
of an investment in the debt securities under their particular
circumstances
. This section does not address tax
considerations applicable to a holder of a debt security that
may be subject to special tax rules including, without
limitation, the following:
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financial institutions,
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insurance companies,
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dealers or traders in securities, currencies or notional
principal contracts,
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tax-exempt entities,
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regulated investment companies,
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real estate investment trusts,
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S corporations,
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persons that will hold the debt securities as part of a
hedging or conversion transaction or as
a position in a straddle or as part of a
synthetic security or other integrated transaction
for U.S. Federal income tax purposes,
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persons that own (or are deemed to own) 10% or more (by voting
power) of our stock,
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partnerships,
pass-through
entities
or persons who hold the debt securities through partnerships or
other pass-through entities, and
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holders that have a functional currency other than
the U.S. dollar.
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Further, this section does not address alternative minimum tax
consequences or the indirect effects on the holders of equity
interests in a holder of a debt security. This section also does
not address the U.S. Federal estate and gift tax
consequences to holders of debt securities.
This discussion does not cover every type of debt security that
may be issued under this prospectus. If we intend to issue a
debt security of a type not described in this summary, or if
there are otherwise special tax consequences with respect to the
debt security that are not covered herein, additional tax
information will be provided in the prospectus supplement and,
if applicable, the pricing supplement or product supplement for
the applicable debt security.
This section is based on the U.S. Internal Revenue Code of
1986, as amended (the
Code
), U.S. Treasury
regulations and judicial and administrative interpretations, in
each case as in effect and available on the date of
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this prospectus. All of the foregoing are subject to change,
which change could apply retroactively and could affect the tax
consequences described below.
Each prospective investor should consult its own tax advisor
with respect to the U.S. federal, state, local and foreign
tax consequences of acquiring, owning or disposing of the debt
securities in their particular circumstances.
For the purposes of this section, a
U.S. holder
is a
beneficial owner of debt securities that is, for
U.S. Federal income tax purposes:
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a citizen or individual resident of the United States,
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a corporation, or other entity that is treated as a corporation
for U.S. Federal income tax purposes, created or organized
in or under the laws of the United States or any state of the
United States (including the District of Columbia),
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an estate, the income of which is subject to U.S. Federal
income taxation regardless of its source, or
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a trust, if a court within the United States is able to exercise
primary supervision over its administration and one or more
U.S. persons have the authority to control all of the
substantial decisions of such trust.
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A
non-U.S. holder
is a beneficial owner of debt
securities that is not a U.S. holder. If a partnership
holds debt securities, the tax treatment of a partner will
generally depend upon the status of the partner and upon the
activities of the partnership. Partners of partnerships holding
debt securities should consult their tax advisor.
U.S. Federal income tax consequences to
U.S. holders
Interest
Interest paid on the debt securities, other than interest on a
discount note that is not qualified stated interest (each as
defined below under Original issue discount), will
be taxable to a U.S. holder as ordinary interest income at
the time it is received or accrued, depending on the
U.S. holders method of accounting for
U.S. Federal income tax purposes.
A U.S. holder utilizing the cash method of accounting for
U.S. Federal income tax purposes that receives an interest
payment denominated in a foreign currency will be required to
include in income the U.S. dollar value of that interest
payment, based on the exchange rate in effect on the date of
receipt, regardless of whether the payment is in fact converted
into U.S. dollars.
If interest on a debt security is payable in a foreign currency,
an accrual basis U.S. holder is required to include in
income the U.S. dollar value of the amount of interest
income accrued on a debt security during the accrual period. An
accrual basis U.S. holder may determine the amount of the
interest income to be recognized in accordance with either of
two methods. Under the first accrual method, the amount of
income accrued will be based on the average exchange rate in
effect during the interest accrual period or, with respect to an
accrual period that spans two taxable years, the part of the
period within the taxable year. Under the second accrual method,
the U.S. holder may elect to determine the amount of income
accrued on the basis of the exchange rate in effect on the last
day of the accrual period or, in the case of an accrual period
that spans two taxable years, the exchange rate in effect on the
last day of the part of the period within the taxable year. If
the last day of the accrual period is within five business days
of the date the interest payment is actually received, an
electing accrual basis U.S. holder may instead translate
that interest expense at the exchange rate in effect on the day
of actual receipt. Any election to use the second accrual method
will apply to all debt instruments held by the U.S. holder
at the beginning of the first taxable year to which the election
applies or thereafter acquired by the U.S. holder and will
be irrevocable without the consent of the U.S. Internal
Revenue Service (the
IRS
).
A U.S. holder utilizing either of the foregoing two accrual
methods may recognize ordinary income or loss with respect to
accrued interest income on the date of receipt of the interest
payment (including a payment attributable to accrued but unpaid
interest upon the sale or retirement of a debt security). The
amount of ordinary income or loss, if any, will equal the
difference between the U.S. dollar value of the interest
payment received (determined on the date the payment is
received) in respect of the accrual period and the
U.S. dollar value of
15
interest income that has accrued during that accrual period (as
determined under the accrual method utilized by the
U.S. holder).
Foreign currency received as interest on the debt securities
will have a tax basis equal to its U.S. dollar value at the
time the interest payment is received. Gain or loss, if any,
realized by a U.S. holder on a sale or other disposition of
that foreign currency will be ordinary income or loss and will
generally be income from sources within the United States for
foreign tax credit limitation purposes.
Interest on the debt securities received by a U.S. holder
will be treated as foreign source income for the purposes of
calculating that holders foreign tax credit limitation.
The limitation on foreign taxes eligible for the
U.S. foreign tax credit is calculated separately with
respect to specific classes of income. The rules relating to
foreign tax credits and the timing thereof are complex. U.S.
holders should consult their own tax advisers regarding the
availability of a foreign tax credit under their particular
situation.
Original issue discount
A debt security, other than a debt security with a term of one
year or less (a
short-term note
), will be treated as
issued at an original issue discount (OID, and a debt security
issued with OID, a
discount note
) for U.S. Federal
income tax purposes if the excess of the sum of all payments
provided under the debt security, other than qualified stated
interest payments, as defined below, over the issue price of the
debt security is more than a
de minimis
amount, as
defined below.
Qualified stated interest
is generally
interest paid on a debt security that is unconditionally payable
at least annually at a single fixed rate. The issue price of the
debt securities will be the first price at which a substantial
amount of the debt securities are sold to persons other than
bond houses, brokers, or similar persons or organizations acting
in the capacity of underwriters, placement agents, or
wholesalers. Special rules for variable rate debt
securities are described below under Original issue
discount Variable rate debt securities.
In general, if the excess of the sum of all payments provided
under the debt security other than qualified stated interest
payments (the stated redemption price at maturity) over its
issue price is less than 0.25% of the debt securitys
stated redemption price at maturity multiplied by the number of
complete years to its maturity, then such excess, if any,
constitutes
de minimis
OID
and the debt security
is not a discount note. Unless the election described below
under Election to Treat All Interest as OID is made,
a U.S. holder of a debt security with
de minimis
OID
must include such
de minimis
OID in income as stated
principal payments on the debt security are made. The includable
amount with respect to each such payment will equal the product
of the total amount of the debt securitys
de
minimis
OID and a fraction, the numerator of which is the
amount of the principal payment made and the denominator of
which is the stated principal amount of the debt security.
A U.S. holder will be required to include OID on a discount
note in income for U.S. Federal income tax purposes as it
accrues, calculated on a constant-yield method, before the
actual receipt of cash attributable to that income, regardless
of the U.S. holders method of accounting for
U.S. Federal income tax purposes. Under this method,
U.S. holders generally will be required to include in
income increasingly greater amounts of OID over the life of the
discount notes.
OID for any accrual period on a discount note that is
denominated in, or determined by reference to, a foreign
currency will be determined in that foreign currency and then
translated into U.S. dollars in the same manner as interest
payments accrued by an accrual basis U.S. holder, as
described under Interest above. Upon receipt of an
amount attributable to OID in these circumstances, a
U.S. holder may recognize ordinary income or loss.
OID on a discount note will be treated as foreign source income
for the purposes of calculating a U.S. holders
foreign tax credit limitation. The limitation on foreign taxes
eligible for the U.S. foreign tax credit is calculated
separately with respect to specific classes of income. The rules
relating to foreign tax credits and the timing thereof are
complex. U.S. holders should consult their own tax advisers
regarding the availability of a foreign tax credit under their
particular situation.
16
Acquisition premium
A U.S. holder that purchases a debt security for an amount
less than or equal to the sum of all amounts payable on the debt
security after the purchase date other than payments of
qualified stated interest but in excess of its adjusted issue
price and that does not make the election described below under
Election to treat all interest as OID will have
acquisition premium. Investors should consult their own tax
advisors regarding the U.S. Federal income tax implications
of acquisition premium.
Market discount
A debt security, other than a short-term note, will be treated
as purchased at a market discount (a
market discount
note
) if the debt securitys stated redemption price at
maturity or, in the case of a discount note, the debt
securitys revised issue price, exceeds the
amount for which the U.S. holder purchased the debt
security by at least 0.25% of the debt securitys stated
redemption price at maturity or revised issue price,
respectively, multiplied by the number of complete years to the
debt securitys maturity. If such excess is not sufficient
to cause the debt security to be a market discount note, then
such excess constitutes
de minimis
market discount
and the debt security is not subject to the rules discussed in
the following paragraphs. For these purposes, the
revised
issue price
of a debt security generally equals its issue
price, increased by the amount of any OID that has accrued on
the debt security.
Any gain recognized on the maturity or disposition of a market
discount note will be treated as ordinary income to the extent
that such gain does not exceed the accrued market discount on
that debt security. Alternatively, a U.S. holder of a
market discount note may elect to include market discount in
income currently over the life of the debt security. Such an
election shall apply to all debt instruments with market
discount acquired by the electing U.S. holder on or after
the first day of the first taxable year to which the election
applies. This election may not be revoked without the consent of
the IRS.
Market discount on a market discount note will accrue on a
straight-line basis unless the U.S. holder elects to accrue
such market discount on a constant-yield method. Such an
election shall apply only to the debt security with respect to
which it is made and may not be revoked. A U.S. holder of a
market discount note that does not elect to include market
discount in income currently generally will be required to defer
deductions for interest on borrowings allocable to that market
discount note in an amount not exceeding the accrued market
discount on that market discount note until the maturity or
disposition of that market discount note.
Election to treat all interest as OID
A U.S. holder may elect to include in gross income all
interest that accrues on a debt security using the
constant-yield method under the heading Original issue
discount, with the modifications described below. For the
purposes of this election, interest includes stated interest,
OID,
de minimis
OID, market discount,
de minimis
market discount and unstated interest, as adjusted by any
amortizable bond premium or acquisition premium.
In applying the constant-yield method to a debt security with
respect to which this election has been made, the issue price of
the debt security will equal its cost to the electing
U.S. holder, the issue date of the debt security will be
the date of its acquisition by the electing U.S. holder,
and no payments on the debt security will be treated as payments
of qualified stated interest. This election will generally apply
only to the debt security with respect to which it is made and
may not be revoked without the consent of the IRS. If this
election is made with respect to a debt security with
amortizable bond premium, then the electing U.S. holder
will be deemed to have elected to apply amortizable bond premium
against interest with respect to all debt instruments with
amortizable bond premium (other than debt instruments the
interest on which is excludible from gross income) held by the
electing U.S. holder as of the beginning of the taxable
year in which the debt security with respect to which the
election is made is acquired or thereafter acquired. The deemed
election with respect to amortizable bond premium may not be
revoked without the consent of the IRS.
If the election to apply the constant-yield method to all
interest on a debt security is made with respect to a market
discount note, the electing U.S. holder will be treated as
having made the election discussed above under
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Original issue discount Market discount
to include market discount in income currently over the life of
all debt instruments held or thereafter acquired by such
U.S. holder.
Variable rate debt securities.
A
variable rate debt security
is a debt security that:
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has an issue price that does not exceed the total non-contingent
principal payments by more than the lesser of (i) the
product of (x) the total non-contingent principal payments,
(y) the number of complete years to maturity from the issue
date and (z) 0.015, or (ii) 15% of the total
non-contingent principal payments; and
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does not provide for stated interest other than stated interest
compounded or paid at least annually at (i) one or more
qualified floating rates, (ii) a single fixed
rate and one or more qualified floating rates, (iii) a
single objective rate or (iv) a single fixed
rate and a single objective rate that is a qualified
inverse floating rate.
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A qualified floating rate or objective rate in effect at anytime
during the term of the instrument must be set at a current
value of that rate. A
current value
of a rate is
the value of the rate on any day that is no earlier than three
months prior to the first day on which that value is in effect
and no later than one year following that first day.
A variable rate is a
qualified floating rate
if
(i) variations in the value of the rate can reasonably be
expected to measure contemporaneous variations in the cost of
newly borrowed funds in the currency in which the note is
denominated or (ii) it is equal to the product of such a
rate and either (a) a fixed multiple that is greater than
0.65 but not more than 1.35, or (b) a fixed multiple
greater than 0.65 but not more than 1.35, increased or decreased
by a fixed rate. If a note provides for two or more qualified
floating rates that (i) are within 0.25 percentage
points of each other on the issue date or (ii) can
reasonably be expected to have approximately the same values
throughout the term of the debt security, the qualified floating
rates together constitute a single qualified floating rate. A
rate is not a qualified floating rate, however, if the rate is
subject to certain restrictions (including caps, floors,
governors, or other similar restrictions) unless such
restrictions are fixed throughout the term of the debt security
or are not reasonably expected to significantly affect the yield
on the note.
An
objective rate
is a rate, other than a qualified
floating rate, that is determined using a single fixed formula
and that is based on objective financial or economic information
that is not within the control of or unique to the circumstances
of the relevant issuer or a related party (such as dividends,
profits or the value of the relevant issuers stock). A
variable rate is not an objective rate, however, if it is
reasonably expected that the average value of the rate during
the first half of the debt securitys term will be either
significantly less than or significantly greater than the
average value of the rate during the final half of the debt
securitys term. An objective rate is a
qualified
inverse floating rate
if (i) the rate is equal to a
fixed rate minus a qualified floating rate, and (ii) the
variations in the rate can reasonably be expected to inversely
reflect contemporaneous variations in the qualified floating
rate.
If interest on a debt security is stated at a fixed rate for an
initial period of one year or less followed by either a
qualified floating rate or an objective rate for a subsequent
period and (i) the fixed rate and the qualified floating
rate or objective rate have values on the issue date of the debt
security that do not differ by more than 0.25 percentage
points or (ii) the value of the qualified floating rate or
objective rate is intended to approximate the fixed rate, the
fixed rate and the qualified floating rate or the objective rate
constitute a single qualified floating rate or objective rate.
In general, if a variable rate debt security provides for stated
interest at a single qualified floating rate or objective rate,
all stated interest on the debt security is qualified stated
interest and the amount of OID, if any, is determined under the
rules applicable to fixed rate debt instruments by using, in the
case of a qualified floating rate or qualified inverse floating
rate, the value as of the issue date of the qualified floating
rate or qualified inverse floating rate, or, in the case of any
other objective rate, a fixed rate that reflects the yield
reasonably expected for the debt security.
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If a variable rate debt security does not provide for stated
interest at a single qualified floating rate or a single
objective rate and also does not provide for interest payable at
a fixed rate (other than at a single fixed rate for an initial
period), the amount of interest and OID accruals on the debt
security are generally determined by: (i) determining a
fixed rate substitute for each variable rate provided under the
variable rate debt security (generally, the value of each
variable rate as of the issue date or, in the case of an
objective rate that is not a qualified inverse floating rate, a
rate that reflects the reasonably expected yield on the note),
(ii) constructing the equivalent fixed rate debt instrument
(using the fixed rate substitutes described above),
(iii) determining the amount of qualified stated interest
and OID with respect to the equivalent fixed rate debt
instrument, and (iv) making the appropriate adjustments for
actual variable rates during the applicable accrual period.
If a variable rate debt security provides for stated interest
either at one or more qualified floating rates or at a qualified
inverse floating rate, and in addition provides for stated
interest at a single fixed rate (other than at a single fixed
rate for an initial period), the amount of interest and OID
accruals are determined as in the immediately preceding
paragraph with the modification that the variable rate debt
security is treated, for the purposes of the first three steps
of the determination, as if it provided for a qualified floating
rate (or a qualified inverse floating rate, as the case may be)
rather than the fixed rate. The qualified floating rate (or
qualified inverse floating rate) replacing the fixed rate must
be such that the fair market value of the variable rate debt
security as of the issue date would be approximately the same as
the fair market value of an otherwise identical debt instrument
that provides for the qualified floating rate (or qualified
inverse floating rate) rather than the fixed rate.
Index debt securities, exchangeable debt securities and other
debt securities subject to contingencies.
Special U.S. Federal income tax rules apply with respect to
index debt securities, exchangeable debt securities and debt
securities which are subject to the rules governing contingent
payment debt instruments and are not subject to the rules
governing variable rate debt instruments. The timing and
character of income, gain or loss reported on such debt security
may differ substantially from the timing and character of
income, gain or loss reported on a non-contingent payment debt
instrument under general principles of current U.S. Federal
income tax law. If any such securities are issued, information
concerning the U.S. Federal income tax consequences of such
securities will be provided in the applicable pricing supplement
or product supplement.
Securities with perpetual maturity.
Although the treatment of securities with a perpetual maturity
is not entirely clear, securities with a perpetual maturity may
not be characterized as debt for U.S. Federal income tax
purposes. As a result, certain of the tax provisions discussed
herein may not be applicable to securities with perpetual
maturity. If any such securities are issued, information
concerning the U.S. Federal income tax consequences of such
securities will be provided in the applicable pricing supplement
or product supplement.
Prospective purchasers are advised to
consult their tax advisors regarding the tax treatment of such
securities for U.S. federal income tax purposes.
Debt securities subject to redemption
Certain of the debt securities (1) may be redeemable at the
option of the issuer prior to their maturity (a call option)
and/or (2) may be repayable at the option of the holder
prior to their stated maturity (a put option). Debt securities
containing such features may be subject to rules that are
different from the general rules discussed above and the tax
consequences of an investment in such debt securities will
depend, in part, on the particular terms and features of such
debt securities. The prospectus supplement for the debt
securities will contain additional discussion relating to the
terms and features of such debt securities.
Short-term debt securities
Short-term debt securities will be treated as having been issued
with OID. In general, an individual or other cash method
U.S. holder is not required to accrue such OID unless the
U.S. holder elects to do so. If such an election is not
made, any gain recognized by the U.S. holder on the sale,
exchange or maturity of the short-term debt security will be
ordinary income to the extent of the OID accrued on a
straight-line basis, or upon election
19
under the constant yield method (based on daily compounding),
through the date of sale or maturity, and a portion of the
deductions otherwise allowable to the U.S. holder for
interest on borrowings allocable to the short-term debt security
will be deferred until a corresponding amount of income is
realized. U.S. holders who report income for
U.S. Federal income tax purposes under the accrual method
are required to accrue OID on a short-term debt security on a
straight-line basis unless an election is made to accrue the OID
under a constant yield method (based on daily compounding).
Debt securities purchased at a premium
A U.S. holder that purchases a debt security for an amount
in excess of its principal amount may elect to treat such excess
as amortizable bond premium. If this election is made, the
amount required to be included in the U.S. holders
income each year with respect to interest on the debt security
will be reduced by the amount of amortizable bond premium
allocable (based on the debt securitys yield to maturity)
to such year. In the case of a debt security that is denominated
in, or determined by reference to, a foreign currency,
amortizable bond premium will be computed in units of foreign
currency, and amortizable bond premium will reduce interest
income in units of foreign currency. At the time amortizable
bond premium offsets interest income, a U.S. holder
realizes exchange gain or loss (taxable as ordinary income or
loss) equal to the difference between exchange rates at that
time and at the time of the acquisition of the debt securities.
Any election to amortize bond premium shall apply to all bonds
(other than bonds the interest on which is excludible from gross
income) held by the U.S. holder at the beginning of the
first taxable year to which the election applies or thereafter
acquired by the U.S. holder and is irrevocable without the
consent of the IRS.
Sale, exchange or retirement of the debt securities
A U.S. holders tax basis in a debt security will
generally equal its U.S. dollar cost, increased
by the amount of any OID or market discount included in the
U.S. holders income with respect to the debt security
and the amount, if any, of income attributable to
de
minimis
OID and
de minimis
market discount included
in the U.S. holders income with respect to the debt
security (each as determined above), and reduced by the amount
of any payments with respect to the debt security that are not
qualified stated interest payments and the amount of any
amortizable bond premium applied to reduce interest on the debt
security. The
U.S. dollar cost
of a debt security
purchased with a foreign currency will generally be the
U.S. dollar value of the purchase price on (1) the
date of purchase or (2) in the case of a debt security
traded on an established securities market (as defined in the
applicable U.S. Treasury regulations), that is purchased by
a cash basis U.S. holder (or an accrual basis
U.S. holder that so elects), on the settlement date for the
purchase. A U.S. holder will generally recognize gain or
loss on the sale, exchange or retirement of a debt security
equal to the difference between the amount realized on the sale,
exchange or retirement and the tax basis of the debt security.
The amount realized on the sale, exchange or retirement of a
debt security for an amount in foreign currency will be the
U.S. dollar value of that amount on the date of
disposition, or in the case of debt securities traded on an
established securities market (as defined in the applicable
U.S. Treasury regulations) that are sold by a cash basis
U.S. holder or by an accrual basis U.S. holder that so
elects, on the settlement date for the sale.
Gain or loss recognized by a U.S. holder on the sale,
exchange or retirement of a debt security that is attributable
to changes in currency exchange rates will be ordinary income or
loss and will consist of OID exchange gain or loss and principal
exchange gain or loss. OID exchange gain or loss will equal the
difference between the U.S. dollar value of the amount
received on the sale, exchange or retirement of a debt security
that is attributable to accrued but unpaid OID as determined by
using the exchange rate on the date of the sale, exchange or
retirement and the U.S. dollar value of accrued but unpaid
OID as determined by the U.S. holder under the rules
described above under Original issue discount.
Principal exchange gain or loss will equal the difference
between the U.S. dollar value of the
U.S. holders purchase price of the debt security in
foreign currency determined on the date of the sale, exchange or
retirement, and the U.S. dollar value of the
U.S. holders purchase price of the debt security in
foreign currency determined on the date the U.S. holder
acquired the debt security. The foregoing foreign currency gain
or loss will be recognized only to the extent of the total gain
or loss realized by the U.S. holder on the sale, exchange
or retirement of the debt security, and will generally be
treated as from sources within the United States for
U.S. foreign tax credit limitation purposes.
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Any gain or loss recognized by a U.S. holder in excess of
foreign currency gain recognized on the sale, exchange or
retirement of a debt security would generally be
U.S. source capital gain or loss (except to the extent such
amounts are attributable to market discount, accrued but unpaid
interest, or subject to the general rules governing contingent
payment obligations). In the case of a U.S. holder that is
an individual, estate or trust, the maximum marginal federal
income tax rate applicable to such capital gain is currently
lower than the maximum marginal federal income tax rate
applicable to ordinary income if the debt securities are held
for more than one year. The deductibility of capital losses is
subject to limitations.
A U.S. holder will have a tax basis in any foreign currency
received on the sale, exchange or retirement of a debt security
equal to the U.S. dollar value of the foreign currency at
the time of the sale, exchange or retirement. Gain or loss, if
any, realized by a U.S. holder on a sale or other
disposition of that foreign currency will be ordinary income or
loss and will generally be income from sources within the United
States for foreign tax credit limitation purposes.
U.S. Treasury Regulations (the
Disclosure
Regulations
) meant to require the reporting of certain tax
shelter transactions (
Reportable Transactions
) could be
interpreted to cover transactions generally not regarded as tax
shelters. Under the Disclosure Regulations it may be possible
that certain transactions with respect to the debt securities
may be characterized as Reportable Transactions requiring a
holder to disclose that transaction, such as a sale, exchange,
retirement or other taxable disposition of a debt security that
results in a loss exceeding certain thresholds and meeting other
specified conditions. Prospective investors in debt securities
should consult with their own tax advisors to determine the tax
return obligations, if any, with respect to an investment in the
debt securities under their particular circumstances.
Special categories of debt securities
Additional tax rules may apply to other categories of debt
securities of Eksportfinans. The prospectus supplement and, if
applicable, the pricing supplement or product supplement will
describe the rules applicable to these debt securities. In
addition, you should consult your tax advisor in these
situations. These categories of debt securities include:
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debt securities that are extendable at the option of the issuer
or the holder,
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debt securities that are issued in bearer form, and
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debt securities that are callable by the issuer before their
maturity, other than typical calls at a premium.
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Information reporting and backup withholding
In general, information reporting requirements may apply to
certain payments of interest and OID on debt securities, and to
certain payments of the proceeds of a sale, redemption or other
disposition of Notes. A
backup withholding
tax may apply
to such payments or proceeds if the beneficial owner fails to
provide a correct taxpayer identification number or
certification of exempt status or otherwise to comply with the
applicable backup withholding requirements. Information
reporting and backup withholding may be required on interest
payments to a beneficial owner of a debt securities made within
the United States or by a paying agent, custodian, nominee or
agent of the beneficial owner that is a
U.S. Controlled Person (as defined below)
unless (1) the beneficial owner is a corporation or a
financial institution or is otherwise eligible for an exemption
from information reporting (and, if necessary, demonstrates its
eligibility for the relevant exemption) or (2) the paying
agent, custodian, nominee or agent (i) obtains a
withholding certificate or other appropriate documentary
evidence establishing that the beneficial owner is not a United
States person, and (ii) does not have actual knowledge or
reason to know that the information contained therein is false.
Proceeds from the sale or redemption of debt securities through
a broker in the United States may be subject to information
reporting and backup withholding unless (1) the beneficial
owner is a corporation or a financial institution or is
otherwise eligible for an exemption from information reporting,
or (2) such broker (i) obtains a withholding
certificate or other appropriate documentation establishing that
the beneficial owner is not a United States person and
(ii) does not have actual knowledge or reason to know that
the information contained therein is false.
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Proceeds from the sale or redemption of a debt securities
through the foreign office of a broker that is a
U.S. Controlled Person may be subject to
information reporting and, in certain cases, backup withholding
unless (1) the beneficial owner is a corporation or a
financial institution or is otherwise eligible for an exemption
from information reporting (and, if necessary, demonstrates its
eligibility for the relevant exemption) or (2) such broker
(i) obtains a withholding certificate or other appropriate
documentary evidence establishing that the beneficial owner is a
non-U.S. holder, and (ii) does not have actual
knowledge or reason to know that the information contained
therein is false.
A
U.S. Controlled Person
is a person that
(1) is a United States person, (2) derives at least
50 per cent of its gross income from certain periods
from the conduct of a trade or business within the United
States, (3) is a controlled foreign corporation for
U.S. federal income tax purposes, or (4) is a foreign
partnership that, at any time during its taxable year, is more
than 50 per cent owned (by income or capital interest)
by United States persons or is engaged in the conduct of a trade
or business within the United States.
Backup withholding is not an additional tax. Amounts withheld as
backup withholding may be credited against a holders
U.S. federal income tax liability. A holder may obtain a
refund of any excess amounts withheld under the backup
withholding rules by filing appropriate claim for a refund with
the IRS and furnishing any required information.
U.S. Federal income tax consequences to
non-U.S. holders
Sale, exchange or retirement of debt securities
If you sell, exchange or redeem debt securities, you will
generally not be subject to U.S. Federal income tax on any
gain, unless one of the following applies:
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the gain is connected with a trade or business that you conduct
in the United States through an office or other fixed place of
business, or
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you are an individual, you are present in the United States for
at least 183 days during the year in which you dispose of
the debt security, and certain other conditions are satisfied.
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Information reporting and backup withholding
United States rules concerning information reporting and backup
withholding are described above. These rules apply to
non-U.S. holders as follows:
Information reporting and backup withholding may apply if you
use the U.S. office of a broker or agent, and information
reporting (but not backup withholding) may apply if you use the
foreign office of a broker or agent that has certain connections
to the United States. You may be required to comply with
applicable certification procedures to establish that you are
not a U.S. holder in order to avoid the application of such
information reporting and backup withholding requirements. You
should consult your tax advisor concerning the application of
the information reporting and backup withholding rules.
Prospective investors should consult legal and tax advisors
in the countries of their citizenship, residence and domicile to
determine the possible tax consequences of purchasing, holding,
selling and redeeming debt securities in light of their
particular circumstances under the laws of their respective
jurisdictions.
22
PLAN OF DISTRIBUTION
We may sell the debt securities offered by this prospectus in
one or more of the following ways:
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through underwriters,
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through dealers,
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through agents, or
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directly to purchasers.
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The distribution of the debt securities may be carried out from
time to time in one or more transactions at a fixed price or
prices, which may be changed, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices
or at negotiated prices. Underwriters, dealers and agents may be
customers of, engage in transactions with or perform services
for us in the ordinary course of business.
The prospectus supplement or, if applicable, the pricing
supplement or product supplement relating to any offering will
include the following information:
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the terms of the offering,
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the names of any underwriters, dealers or agents,
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the purchase price of, or consideration payable for, the debt
securities,
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the net proceeds to us from the sale of the debt securities,
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any underwriting discounts or other underwriters
compensation,
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any discounts or concessions allowed or re-allowed or paid to
dealers, and
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any other information we think is important.
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Sales through underwriters or dealers
If we use underwriters in an offering using this prospectus, we
will execute an underwriting agreement with one or more
underwriters. The underwriting agreement will provide that the
obligations of the underwriters with respect to a sale of the
offered debt securities are subject to specified conditions
precedent and that the underwriters will be obligated to
purchase all of the offered debt securities if they purchase
any. Underwriters may sell those debt securities through
dealers. The underwriters may change the initial offering price
and any discounts or concessions allowed or re-allowed or paid
to dealers. If we use underwriters in an offering of debt
securities using this prospectus, the related prospectus
supplement will contain a statement regarding the intention, if
any, of the underwriters to make a market in the offered debt
securities.
We may grant to the underwriters an option to purchase
additional offered debt securities, to cover over-allotments, if
any, at the public offering price (with additional underwriting
discounts or commissions), as may be set forth in the related
prospectus supplement or, if applicable, the pricing supplement
or product supplement. If we grant any over-allotment option,
the terms of the over-allotment option will be set forth in the
prospectus supplement relating to such offered debt securities.
If we use a dealer in an offering of debt securities using this
prospectus, we will sell the offered debt securities to the
dealer as principal. The dealer may then resell those debt
securities to the public or other dealers at a fixed price or
varying prices to be determined at the time of resale.
Direct sales and sales through agents
We may also use this prospectus to directly solicit offers to
purchase debt securities. In this case, no underwriters or
agents would be involved. Except as set forth in the related
prospectus supplement, none of our directors, officers or
employees will solicit or receive a commission in connection
with those direct sales. Those persons may respond to inquiries
by potential purchasers and perform ministerial and clerical
work in connection with direct sales.
23
We may also sell the offered debt securities through agents we
designate from time to time. In the prospectus supplement, we
will describe any commission payable by us to the agent. Unless
we inform you otherwise in the prospectus supplement, any agent
will agree to use its reasonable best efforts to solicit
purchases for the period of its appointment.
Indemnification
Underwriters, dealers or agents participating in a distribution
of debt securities using this prospectus may be deemed to be
underwriters under the Securities Act. Pursuant to agreements
that we may enter into, underwriters, dealers or agents who
participate in the distribution of debt securities by use of
this prospectus may be entitled to indemnification by us against
certain liabilities, including liabilities under the Securities
Act, or contribution with respect to payments that those
underwriters, dealers or agents may be required to make in
respect of those liabilities.
Market making
Certain broker-dealers may, but will not be obligated to, make a
market in the securities of any series. They may also
discontinue market making at any time without notice. We cannot
give any assurance as to the liquidity of the trading market for
the debt securities.
LEGAL MATTERS
The validity of the debt securities under New York law and the
accuracy of the summary contained in Taxation in the
United States has been passed upon by Allen &
Overy LLP, London, England and Allen & Overy LLP, New
York, New York, respectively. The validity of the debt
securities under Norwegian law has been passed upon by Jens Olav
Feiring, Esq., General Counsel of Eksportfinans. The accuracy of
the summary contained in Taxation in Norway has been
passed upon by Wiersholm, Mellbye & Bech,
advokatfirma AS. From time to time, Allen & Overy
LLP performs legal services for Eksportfinans.
EXPERTS
The financial statements incorporated in this prospectus by
reference to the Annual Report on
Form
20-F/A
for
the year ended December 31, 2005, as filed with the SEC on
August 29, 2006, have been so incorporated in reliance on
the report of PricewaterhouseCoopers AS, independent registered
public accountants, given on the authority of said firm as
experts in auditing and accounting.
24
REGISTERED OFFICE OF THE ISSUER
Dronning Mauds gate 15
N-0250 Oslo
TRUSTEE
The Bank of New York
101 Barclay Street
Floor 21W
New York, New York 10286
PRINCIPAL PAYING AGENT AND REGISTRAR
Citibank, N.A.
Canada Square
Canary Wharf
London E14 5LB
PAYING AGENT
Dexia Banque Internationale à Luxembourg,
société anonyme
69, route dEsch
L-2953 Luxembourg
LISTING AGENT
Kredietbank S.A. Luxembourgeoise
43, Boulevard Royal
L-2955 Luxembourg
AUDITORS
PricewaterhouseCoopers AS
Karenslyst allé 12
0245 Oslo
LEGAL ADVISERS
to the Agents
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Allen & Overy LLP
One Bishops Square
London E1 6AO
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Sullivan & Cromwell LLP
1 New Fetter Lane
London EC4A 1AN
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No dealer, salesman, or any other person has been authorized
to give any information or to make any representation not
contained in this Prospectus Supplement, any Pricing Supplement,
any Product Supplement and the accompanying Prospectus in
connection with the offer contained in this Prospectus
Supplement, any Pricing Supplement, any Product Supplement and
the accompanying Prospectus, and, if given or made, such
information or representations must not be relied upon as having
been authorized by the Company, the agents or any underwriter.
This Prospectus Supplement, any Pricing Supplement, any Product
Supplement and the accompanying Prospectus shall not constitute
an offer to sell or a solicitation of an offer to buy any of the
securities offered hereby in any state to any person to whom it
is unlawful to make such offer or solicitation in such state.
The delivery of this Prospectus Supplement, any Pricing
Supplement, any Product Supplement and the accompanying
Prospectus at any time does not imply that the information
herein is correct as of any time subsequent to the date
hereof.
EKSPORTFINANS ASA
PROSPECTUS
SUPPLEMENT
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ABN AMRO Bank N.V.
Banc of America Securities Limited
Banc of America Securities LLC
Bear, Stearns & Co. Inc.
Bear, Stearns International Limited
Barclays Capital
BNP PARIBAS
Citigroup
Commerzbank Capital Markets Corp.
Credit Suisse
Daiwa Securities SMBC Europe
Deutsche Bank
Deutsche Bank Securities
Dresdner Kleinwort
FTN Financial Securities Corp.
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Goldman Sachs International
Goldman, Sachs & Co.
IXIS Securities North America Inc.
Jefferies and Company, Inc.
JPMorgan
Lehman Brothers
Merrill Lynch & Co.
Mitsubishi UFJ Securities International plc
Mizuho International plc
Morgan Stanley
Nomura International plc
Nomura Securities International, Inc.
Nordea
The Toronto-Dominion Bank
UBS Investment Bank
Wachovia Securities
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February 5, 2007
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