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Barclays PLC Capital/Financing Update 2011

May 6, 2011

5250_rns_2011-05-06_e52ab7c0-f7e4-4d20-9014-39049049595a.pdf

Capital/Financing Update

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Final Terms

BARCLAYS BANK PLC

(Incorporated with limited liability in England and Wales)

BARCLAYS CAPITAL (CAYMAN) LIMITED

(Incorporated with limited liability in the Cayman Islands)

GLOBAL STRUCTURED SECURITIES PROGRAMME

for the issue of Securities

BARCLAYS BANK PLC

ZAR 25,000,000 Credit Linked Securities due June 2014 (the "Notes")

Series GSN40398

under the Global Structured Securities Programme

Issue Price: 100 per cent. of par

This document constitutes the final terms of the Notes (the "Final Terms") described herein for the purposes of Article 5.4 of the Directive 2003/71/EC and is prepared in connection with the Global Structured Securities Programme established by Barclays Bank PLC (the "Bank") and Barclays Capital (Cayman) Limited ("BCCL") and is supplemental to and should be read in conjunction with the Base Prospectus dated 6 August 2010, as supplemented and amended from time to time, which constitutes a base prospectus (the "Base Prospectus") for the purpose of the Directive 2003/71/EC. Full information on the Issuer and the offer of the Securities is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing during normal business hours at the registered office of the Issuer and the specified office of the Issue and Paying Agent for the time being in London and copies may be obtained from such office. Words and expressions defined in the Base Prospectus and not defined in this document shall bear the same meanings when used herein.

The Issuer accepts responsibility for the information contained in these Final Terms. To the best of its knowledge and belief (having taken all reasonable care to ensure that such is the case) the information contained in these Final Terms is in accordance with the facts and does not contain anything likely to affect the import of such information.

Investors should refer to the sections headed "Risk Factors" in the Base Prospectus for a discussion of certain matters that should be considered when making a decision to invest in the Securities.

Barclays Capital

Final Terms dated 6 May 2011

The distribution of this document and the offer of the Securities in certain jurisdictions may be restricted by law. Persons into whose possession these Final Terms come are required by the Bank to inform themselves about and to observe any such restrictions. Details of selling restrictions for various jurisdictions are set out in "Purchase and Sale" in the Base Prospectus. In particular, the Securities have not been, and will not be, registered under the US Securities Act of 1933, as amended, and are subject to US tax law requirements. Trading in the Securities has not been approved by the US Commodity Futures Trading Commission under the US Commodity Exchange Act of 1936, as amended. Subject to certain exceptions, the Securities may not at any time be offered, sold or delivered in the United States or to US persons, nor may any US persons at any time trade or maintain a position in such Securities.

Part A

Terms and Conditions of the Securities

The Securities shall have the following terms and conditions, which shall complete, modify and/or amend the Base Conditions and/or any applicable Relevant Annex(es) set out in the Base Prospectus dated 6 August 2010.

Parties
Issuer: Barclays Bank PLC
Guarantor: N/A
Manager: Barclays Bank PLC
Determination Agent: Barclays Bank PLC
Issue and Paying Agent: The Bank of New York Mellon
Stabilising Manager: N/A
Registrar: N/A
CREST Agent: N/A
Paying Agents: N/A
Transfer Agent: N/A
Exchange Agent: N/A
Additional Agents: N/A

THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND THE SECURITIES COMPRISE BEARER SECURITIES THAT ARE SUBJECT TO US TAX LAW REQUIREMENTS. SUBJECT TO CERTAIN EXCEPTIONS, THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT ("REGULATION S")). THESE FINAL TERMS HAVE BEEN PREPARED BY THE ISSUER FOR USE IN CONNECTION WITH THE OFFER AND SALE OF THE SECURITIES OUTSIDE THE UNITED STATES TO NON-US PERSONS IN RELIANCE ON REGULATION S AND FOR LISTING OF THE SECURITIES ON THE RELEVANT STOCK EXCHANGE, IF ANY, AS STATED HEREIN. FOR A DESCRIPTION OF THESE AND CERTAIN FURTHER RESTRICTIONS ON OFFERS AND SALES OF THE SECURITIES AND DISTRIBUTION OF THESE FINAL TERMS, THE BASE PROSPECTUS AND THE SUPPLEMENTAL PROSPECTUS SEE "PURCHASE AND SALE" IN THE BASE PROSPECTUS.

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

Provisions relating to the Securities

1 (i) Series: GSN40398
(ii) Tranche: 1
2 Currency: South African Rand ("ZAR")
3 Notes: Applicable
(i) Aggregate Nominal Amount as at
the Issue Date:
ZAR 25,000,000
(ii) Specified Denomination: ZAR 25,000,000
(iii) Calculation Amount per Security as
at the Issue Date:
Specified Denomination
(iii) Nominal Amount per Security as at
the Issue Date:
Specified Denomination
4 Certificates: N/A
5 Form:
(i) Global/Definitive/Uncertificated and Global Bearer Securities:
dematerialised: Temporary Global Security, exchangeable for
a Permanent Global Security
(ii) NGN Form: N/A
(iii) Held under the NSS: N/A
(iv) CGN Form: Applicable
(v) CDIs: N/A
6 Trade Date: 20 April 2011
"Credit Event Backstop Date" means (a) for

purposes of any event that constitutes a Credit Event (or with respect to Repudiation/Moratorium (as defined in the Base Prospectus), the event described in paragraph (ii) of the definition thereof ) for purposes of the relevant Reference Entity, as determined by DC Resolution, the date that is 60 calendar days prior to the Credit Event Resolution Request Date or (b) otherwise, the date that is 60 calendar days prior to the earlier of (i) the first date on which both the Credit Event Notice and, if "Notice of Publicly Available Information" is specified as a Condition to Settlement, the Notice of Publicly Available Information are delivered by the Issuer to the Issue and Paying Agent

12 Interest: Applicable

13 Interest Amount: As defined in Conditions 4 and 24 of the
Base Conditions
14 Interest Rate:
(i) Fixed Rate: N/A
(ii) Floating Rate: ISDA Determination
(iii) Variable Rate: N/A
(iv) Zero Coupon: N/A
(v) Bond Linked Securities – Fixed
Coupon:
N/A
(vi) Bond Linked Securities – Pass
Through Interest:
N/A
15 Screen Rate Determination: N/A
16 ISDA Determination: N/A
(i) Floating Rate Option: ZAR-JIBAR-SAFEX
(ii) Designated Maturity: 3 months
(iii) Reset Date: Each Interest Payment Date
17 Margin: Plus 12.80 per cent. per annum
18 Minimum/Maximum Interest Rate: N/A
19 Interest Commencement Date: Issue Date
20 Interest Determination Date: N/A
21 Interest Calculation Periods: As defined in Condition 24 of the Base
Conditions
(i) Interest Period End Dates: Each Interest Payment Date, without any
adjustment in accordance with the Business
Day Convention
(ii) Interest calculation method for short
or long Interest Calculation Periods:
N/A
22 Interest Payment Dates: Quarterly in arrear on 20 March, 20 June, 20
September and 20 December in each year,
from and including 20 June 2011 to and
including the Redemption Date, subject to
adjustment in accordance with the Business
Day Convention.
Following the occurrence of a Relevant Event
Determination Date, the Securities will cease
to accrue interest as of the earlier to occur

of the Interest Payment Date occurring on or immediately preceding the Relevant Event

Determination Date or, if no Interest Payment Date has occurred, the Issue Date.

Where:

"Relevant Event Determination Date" means the Event Determination Date relating to the Reference Entity.

23 Day Count Fraction: Actual/365 (Fixed)

N/A

24 Fall back provisions, rounding provisions, denominator and any other terms relating to the method of calculating interest, if different from those set out in the Base Conditions:

Provisions relating to Redemption

25 Settlement Method: (i) For the purposes of Condition 5.1 of the
Base Conditions:
Cash Settlement, provided that no Event
Determination Date occurs prior to the
Scheduled
Redemption
Date
or
the
Securities Extension Date.
Otherwise, please refer to the section on
"Terms relating to settlement following a
Credit Event" below.
(ii) For the purposes of Condition 5.5 of the
Base Conditions:
Cash Settlement
26 Settlement Currency: ZAR
27 Settlement Number: As defined in Condition 24 of the Base
Conditions
28 Terms relating to Cash Settled Securities:
(i) Final Cash Settlement Amount: 100 per cent per Calculation Amount per
Security, on the later of the Scheduled
Redemption Date and the date falling five
Business Days after the Securities Extension
Date (where applicable).
(ii) Early Cash Settlement Amount: In respect of any early redemption or
cancellation of the Securities, an amount
per Calculation Amount determined by the
Determination
Agent
as
the
pro
rata
proportion of the market value of the
Securities following the event triggering the

early redemption or cancellation, adjusted to take into account any costs, losses, expenses and any Local Market Expenses which are incurred (or expected to be incurred) by (or on behalf of ) the Issuer in connection with the early redemption or cancellation of the Securities, including (without duplication or limitation) hedging termination and funding breakage costs. In determining the Early Cash Settlement Amount, the Determination Agent may take into account prevailing market prices and/or proprietary pricing models, or where these pricing methods may not yield a commercially reasonable result, may estimate such Early Cash Settlement Amount in a commercially reasonable manner. The Early Cash Settlement Amount will be determined by the Determination Agent on or as soon as reasonably practicable following the event giving rise to the early redemption or cancellation of the Securities. For the purposes of calculating any Early Cash Settlement Amount at any time following an Event of Default, the Determination Agent will ignore the effect of such Event of Default upon the market value of the Securities.

Where: "Local Market Expenses" means (i) all costs, charges, fees, accruals, withholdings and expenses incurred in the local market of the underlying Reference Asset or any Hedge Position, and (ii) all costs, losses and expenses incurred as a result of any foreign exchange suspension or settlement delays or failures in, the local market of the underlying Reference Asset or any Hedge Position. In determining such Local Market Expenses, the Determination Agent may take into account (a) the amount and timing of payments or deliveries that the Issuer or its Affiliate (as the case may be) would receive

Hedge Positions include illiquid or non
marketable assets (which may be valued at
zero) or synthetic hedges (where the mark
to-market may be zero or in the money to
the relevant counterparty to the Hedge
Positions) and (c) whether the Issuer or its
Affiliates would be subject to contingent
liabilities,
including
any
requirement
to
return any distributions or otherwise make
any payments.
(iii)
Early Cash Redemption Date:
As defined in Condition 24 of the Base
Conditions
29 Terms relating to Physically Delivered
Securities:
N/A
30 Nominal Call Event: N/A
31 Call Option: N/A
32 Put Option: N/A
33 Specified Early Redemption Event: Applicable.

The determination by the Determination Agent on any Business Day that the aggregate market value of the Securities (as determined by the Determination Agent in a commercially reasonable manner) is less than or equal to 30 per cent. of the Aggregate Nominal Amount of the Securities at the time of such determination.

under its Hedge Position(s), (b) whether the

  • (i) Automatic Early Redemption: Applicable
  • (ii) Cash Settled Securities:
  • (a) Specified Early Cash Settlement Amount: In respect of each Security, an amount

(subject to a minimum of zero) determined by the Determination Agent in its sole discretion equal to: (1) the Specified Denomination less (2) CDS Unwind Cost less (3) such Security's pro rata share of Settlement Expenses and Swap Costs. Where:

"CDS Unwind Cost" shall mean an amount in ZAR that Barclays would have to pay to a counterparty to unwind a hypothetical credit default swap as shown in Schedule 2

(as determined by the Determination Agent
in
good
faith
and
in
a
commercially
reasonable manner)
(b) Specified Early Cash
Redemption Date(s):
As defined in Condition 24 of the Base
Conditions
(iii) Physically Delivered Securities: N/A
(iv) Period: Specified Early Redemption Notice 15 Business Days
34 Requirements: Maximum and Minimum Redemption N/A
35 Annex: Additional Disruption Events in addition to
those specified in Condition 24 of the Base
Conditions and any applicable Relevant
(i) Affected Jurisdiction Hedging
Disruption:
N/A
(ii) Affected Jurisdiction Increased Cost
of Hedging:
N/A
(iii) Affected Jurisdiction: N/A
(iv) Other Additional Disruption Events: Hedging Disruption and Increased Cost of
Hedging
(v) The following shall not constitute
Additional Disruption Events:
N/A
36 Share Linked Securities: N/A
37 Index Linked Securities (Equity indices only): N/A
38 Inflation Linked Securities: N/A
39 FX Linked Securities: N/A
40 Credit Linked Securities: Applicable
(i) Type of Credit Linked Security: Single Name CLS
(ii) Determination Agent City: London
(iii) Credit Event Accrued Interest: N/A
(iv) Extension Interest: N/A
Credit Provisions
(v) Reference Entity (together with the
related Reference Obligation(s),
Obligation(s) and/or Deliverable
Obligation(s) thereof, as applicable,
Edcon
(Proprietary)
Limited,
and
any
Successors

each a "Reference Asset"):

(vi) Reference Entity Notional
Amount(s):
Aggregate Nominal Amount
(vii) Specified Reference Obligation:
The obligation identified as follows:
Primary Obligor: Edcon (Proprietary) Limited
Guarantor: N/A
Maturity: 15 June 2014
Coupon: 3m EURIBOR + 3.25% Q Act/360
CUSIP/ISIN: XS0304300428
Deliverable Obligations:
Deliverable Obligation Category: As set out in respect of the applicable
Transaction Type in Schedule 1
Deliverable Obligation
Characteristics:
As set out in respect of the applicable
Transaction Type in Schedule 1
Excluded Deliverable Obligations: None
(viii) Reference CDS N/A
(ix) All Guarantees: As set out in respect of the applicable
Transaction Type in Schedule 1
Terms relating to Credit Events
(x) Credit Events: As set out in respect of the applicable
Transaction Type in Schedule 1
(xi) For Nth-to-Default Securities only,
specify N:
N/A
(xii) Default Requirement: As defined in the Credit Linked Annex
(xiii) Payment Requirement: As defined in the Credit Linked Annex
(xiv) Conditions to Settlement: As set out in respect of the applicable
Transaction Type in Schedule 1
(xv) Obligation(s):
Obligation Category: As set out in respect of the applicable
Transaction Type in Schedule 1
Obligation Characteristics: As set out in respect of the applicable
Transaction Type in Schedule 1
(xvi) Additional Obligation(s): N/A
(xvii) Excluded Obligation(s): None
Terms relating to settlement following a
Credit Event:
(xviii) CLS Settlement Method: Auction Settlement
(xix) Fallback CLS Settlement Method: Cash Settlement
(xx) Issuer CLS Settlement Option: N/A
(xxi) Terms relating to Cash Settlement: Applicable
where
the
Fallback
CLS
Settlement Method applies
(a) Credit Event Redemption Amount: In respect of each Security, an amount
(subject to a minimum of zero) determined
by the Determination Agent in its sole
discretion
equal
to:
(i)
the
Specified
Denomination less (ii) an amount equal to
the
product
of
1)
the
Specified
Denomination and 2) Leverage Factor and 3)
(100 per cent. less the Final Price) less (iii)
such Security's pro rate share of Settlement
Expenses and Swap Costs.
(b) Credit Event Redemption Date: 5 Business Days following calculation of the
Final Price
Where:
"Final Price" means the Auction Final Price,
unless the Fallback CLS Cash Settlement
Method is applicable in which case Final
Price shall mean the price of the Reference
Obligation
determined
pursuant
to
the
Valuation Method.
(c) CLS Valuation Date: Single CLS Valuation Date
(d) CLS Valuation Time: As specified in the Credit Linked Annex
(e) Quotation Method: Bid
(f ) Quotation Amount: As specified in the Credit Linked Annex
(g) Minimum Quotation Amount: N/A
(h) Accreted Amount: N/A
(i) Valuation Method: Highest
(xxii) Terms relating to Physical
Settlement:
N/A
(xxiii) Valuation Date: N/A
(xxiv) Valuation Time: N/A
41 Commodity Linked Securities: N/A
42 Proprietary Index Linked Securities: N/A
43 Bond Linked Securities: N/A
44 Mutual Fund Linked Securities: N/A

Provisions relating to Settlement

45 Minimum Settlement Amount: N/A
46 Settlement in respect of VP Notes, APK
Registered Securities, Dutch Securities,
Italian Securities, Swedish Registered
Securities, VPS Registered Securities or
Spanish Securities:
N/A
47 Additional provisions relating to Taxes and
Settlement Expenses:
N/A
Definitions
48 Business Day: As defined in Condition 24 of the Base
Conditions
49 Additional Business Centre(s): N/A

Selling restrictions and provisions relating to certification

50 Non-US Selling Restrictions: Investors are bound by the selling restrictions of the relevant jurisdiction(s) in which the Securities are to be sold as set out in the Base Prospectus.

In addition to those described in the Base Prospectus, no action has been taken or will be taken by the Issuer that would permit a public offering of the Securities or possession or distribution of any offering material in relation to the Securities in any jurisdiction where action for that purpose is required. Each purchaser or distributor of the Securities represents and agrees that it will not purchase, offer, sell, re-sell or deliver the Securities or, have in its possession or distribute, the Base Prospectus, any other offering material or these Final Terms, in any jurisdiction except in compliance with the applicable laws and regulations of such jurisdiction and in a manner that will not impose any obligation on the Issuer or Manager (as the case may be) and the Determination Agent.

South Africa

The Securities may not be offered for sale, directly or indirectly, within the Republic of South Africa or to any person or corporate

South Africa except in accordance with the
exchange control regulations of the Republic
of South Africa.
51 Applicable TEFRA exemption: TEFRA D Rules Applicable
General
52 Business Day Convention: Following
53 Relevant Clearing Systems: Euroclear
Clearstream, Luxembourg
54 If syndicated, names of Managers: N/A
55 Details relating to Partly Paid Securities: N/A
56 Relevant securities codes: ISIN: XS0586197013
Common Code: 058619701
57 Modifications to the Master Subscription
Agreement and/or Agency Agreement:
N/A
58 Additional Conditions and/or modification
to the Conditions of the Securities:
N/A

or other entity resident in the Republic of

Part B Other Information

1 LISTING AND ADMISSION TO TRADING

(i) Listing: London
(ii) Admission to trading: Application is expected to be made by the Issuer
(or on its behalf ) for the Securities to be admitted
to trading on the London Stock Exchange's
Regulated Market on or around the Issue Date.
(iii) Estimate of total expenses related to
admission to trading:
GBP 300.00 plus VAT

2 RATINGS

Ratings: The Securities have not been individually rated

3 NOTIFICATION

N/A

4 INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save as discussed in "Purchase and Sale", so far as the Issuer is aware, no person involved in the offer of the Securities has an interest material to the offer.

5 REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

(i) Reasons for the offer: General funding
  • (ii) Estimated net proceeds: N/A
  • (iii) Estimated total expenses: N/A

6 FIXED RATE SECURITIES ONLY - YIELD

Indication of yield: N/A

7 FLOATING RATE SECURITIES ONLY - HISTORIC INTEREST RATES

N/A

8 PERFORMANCE OF REFERENCE ASSET(S) OR OTHER VARIABLE, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE REFERENCE ASSET(S) AND/OR OTHER UNDERLYING N/A

9 PERFORMANCE OF RATE OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF INVESTMENT

N/A

10 OPERATIONAL INFORMATION

Any clearing system(s) other than Euroclear N/A
Bank S.A./N.V. and Clearstream Banking
Société Anonyme (together with their
addresses) and the relevant identification
number(s):
Delivery: Delivery free of payment
Names and addresses of additional Paying N/A
Agents(s) (if any):
Intended to be held in a manner which would
allow Eurosystem eligibility:
N/A

11 OFFER INFORMATION

N/A

Schedule 1

Transaction Type EMERGING EUROPEAN CORPORATE
All Guarantees: Applicable
Conditions to Settlement: Notice of Publicly Available Information: Applicable
Credit Events: Bankruptcy
Failure to Pay
Grace Period Extension: Applicable
Repudiation / Moratorium
Obligation Acceleration
Restructuring
Multiple Holder Obligation
a)
Not Applicable with respect to Obligation Category "Bonds"
b)
Applicable with respect to Obligation Category "Loans"
Obligation Category: Bond or Loan
Obligation Characteristics: Not Subordinated
Not Domestic Law
Not Domestic Currency
Not Domestic Issuance
Physical Settlement Period: As per Section 8.6 of the Definitions
Deliverable Obligation
Category:
Bond or Loan
Deliverable Obligation
Characteristics:
Not Subordinated
Specified Currency
Not Domestic Issuance
Not Contingent
Transferable
Not Bearer
Assignable Loan
Consent Required Loan
Not Domestic Law

Schedule 2

Hypothetical credit default swap

1. General Terms:
Trade Date: Trade Date under the Securities
Effective Date: Scheduled Redemption Date under the Securities (which shall
not be subject to adjustment in accordance with any Business
Day Convention)
Scheduled Termination Date: Scheduled Redemption Date under the Securities
Floating Rate Payer: Barclays Bank Plc ("Seller")
Fixed Rate Payer: Market Maker
Determination Agent: Seller
Determination Agent City: LONDON
Business Days: London, Johannesburg and New York
Business Day Convention: Following. (which subject to Sections 1.4 and 1.6 of the Credit
Derivatives Definitions, shall apply to any date referred to in this
Confirmation that falls on a day that is not a Business Day)
Reference Entity: Edcon (Proprietary) Limited, and any Successors.
Reference Obligation(s): The obligation identified as follows:
Primary Obligor:
Edcon Holdings (Proprietary) Limited
Maturity:
15 June 2014
Coupon:
3m EURIBOR + 3.25% Q Act/360
CUSIP/ISIN:
XS0304300428
and any Substitute Reference Obligation in respect thereof
All Guarantees: Applicable
Reference Price: 100%
2. Fixed Payments:
Fixed
Rate
Payer
Calculation
Amount:
Floating Rate Payer Calculation Amount
Fixed Rate Payer Payment Dates: 20th of each March, June, September and December
Fixed Rate: 6.40 per cent. per annum
Fixed Rate Day Count Fraction: Actual/360
3. Floating Payment:
Floating
Rate
Payer
Calculation
Amount:
An amount in ZAR equal to Aggregate Nominal Amount of the
Securities multiplied by the Leverage Factor
Conditions to Settlement: Notice of Publicly Available Information Applicable
4. Credit Events:
Credit Events: Bankruptcy
Failure to Pay
Grace Period Extension: Applicable
Repudiation / Moratorium
Obligation Acceleration
Restructuring
Multiple Holder Obligation
c)
Not Applicable with respect to Obligation Category
"Bonds"
d)
Applicable with respect to Obligation Category "Loans"
Grace Period Extension: Applicable
Payment Requirement: USD 1,000,000 or its equivalent in relevant Obligation Currency
as of the occurrence of the relevant Failure to Pay
Default Requirement: USD 10,000,000 or its equivalent in relevant Obligation Currency
as of the occurrence of the relevant Credit Event
Obligations: Obligation Category: Obligation Characteristics:
Bond or Loan Not Subordinated
Not Domestic Law
Not Domestic Currency
Not Domestic Issuance
Excluded Obligations: None
5. Settlement Terms:
Settlement Method: Auction Settlement
Deliverable Obligations: Exclude Accrued Interest
Deliverable Obligations: Deliverable
Category:
Obligation Deliverable Obligation
Characteristics:
Bond or Loan Not Subordinated
Specified Currency
Not Domestic Issuance
Not Contingent
Transferable
Not Bearer
Assignable Loan
Consent Required Loan
Not Domestic Law
Excluded Deliverable Obligations: None
Escrow: Applicable
6. Other Terms:
Documentation: Provided by Seller
Governing Law: As per Master Agreement or, if none, English law
Definitions: The
definitions
and
provisions
in
the
2003
ISDA
Credit
Derivatives Definitions as supplemented by the May 2003
Supplement to the Definitions, as published by the International
Swaps
and
Derivatives
Association,
Inc.
("ISDA"),
(the
"Definitions") apply to the Transaction. In the event of any
inconsistency between the terms of the Definitions and this term
sheet, this term sheet will govern. For the avoidance of doubt,
where any term or condition is not set out in this term sheet, the
fallback or term or condition set out in the Definitions shall
apply.