XS0233620235 Credit Suisse International DL-Loan Part. Notes05(15)Reg.S

XS0233620235 Credit Suisse International DL-Loan Part. Notes05(15)Reg.S


US$250,000,000
8% Loan Participation Notes due 2015
issued by, but without recourse to, Credit Suisse First Boston International
for the sole purpose of funding a US$250,000,000 loan to
The City of Kyiv
acting through
the Kyiv City Council
The loan participation notes offered hereby (the ‘‘Notes’’) are being issued for the purpose of funding a 10-year loan (the ‘‘Loan’’) to the City of Kyiv
(the ‘‘City’’ or ‘‘Kyiv’’), pursuant to a loan agreement dated 26 October 2005 (the ‘‘Loan Agreement’’). The outstanding long-term debt of the City of
Kyiv has received a rating of ‘‘B+ (stable outlook)’’ from Standard & Poor’s Rating Service and ‘‘B2 (stable outlook)’’ from Moody’s Investors Service,
Inc. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning
rating organisation.
Issuer: Credit Suisse First Boston International, One Cabot Square, London E14 4QJ, United Kingdom (the ‘‘Issuer’’)
Borrower: The City of Kyiv, acting through the Kyiv City Council
Interest Rate: 8.0%
Issue Price: 100%
Form and Delivery: The Notes offered hereby will be issued in registered form. The Notes will be issued on or about 8 November 2005 and will
be constituted by a trust deed dated on or about 8 November 2005 (the ‘‘Trust Deed’’) between the Issuer and Deutsche
Trustee Company Limited (the ‘‘Trustee’’).
The Regulation S Notes will be evidenced by a global certificate (the ‘‘Regulation S Global Certificate’’), which will be
registered in the name of as a nominee for, and deposited on or about 8 November 2005 with a common depositary for,
Euroclear Bank S.A./N.V. as operator of the Euroclear System (‘‘Euroclear’’) and Clearstream Banking, société anonyme
(‘‘Clearstream, Luxembourg’’). The Rule 144A Notes will be evidenced by a global Certificate (the ‘‘Rule 144A Global
Certificate’’ and, together with the Regulation S Global Certificate, the ‘‘Global Certificates’’), which will be registered in
the name of Cede & Co. as nominee of, and deposited with a custodian for, The Depository Trust Company (‘‘DTC’’).
Ownership interests in the Global Certificates will be shown on, and transfers thereof will be effected only through, records
maintained by DTC, Euroclear and Clearstream, Luxembourg and their respective participants. Individual note certificates
(‘‘Individual Note Certificates’’) evidencing holdings of Notes will only be available in certain limited circumstances. See
‘‘Form of Notes and Transfer Restrictions’’.
Denomination: The Notes will be issued in denominations of US$100,000 and integral multiples of US$1,000 in excess thereof. The Notes
may be held and transferred and will be offered and sold in the principal amount of US$100,000 and integral multiples of
US$1,000 in excess thereof.
Offering Period: None.
Payment Date: 8 May and 8 November (except for the final interest payment, which will be payable upon maturity on 6 November 2015).
Early Redemption: The Notes shall be redeemed in whole, but not in part, at any time, upon giving notice to the holders of the Notes (the
‘‘Noteholders’’), at the principal amount thereof together with accrued and unpaid interest to the date of redemption and
any additional amounts in respect thereof, upon receiving notice that the Borrower has prepaid the Loan for tax reasons
or in the event that it becomes unlawful for the Issuer to fund the advance or allow the Loan to remain outstanding under
the Loan Agreement as more fully described in Clause 10 of the Loan Agreement. See also Condition 5 (Redemption and
Purchase) in ‘‘Terms and Conditions of the Notes’’.
Reopening: The Issuer reserves the right to reopen the series of Notes (for details, see Condition 13 (Further Issues) of the Notes).
Limited Recourse: The Notes are limited recourse obligations of the Issuer. In each case where amounts of principal, interest and additional
amounts (if any) are stated to be payable in respect of the Notes, the obligation of the Issuer to make any such payment
shall constitute an obligation only to pay to the Noteholders, on each date upon which such amounts of principal, interest
and additional amounts (if any) are due in respect of the Notes, all principal, interest and additional amounts (if any)
actually received by or for the account of the Issuer pursuant to the Loan Agreement. The Issuer will have no other financial
obligation under the Notes.
Save as otherwise expressly provided herein and in the Trust Deed, no proprietary or other direct interest in the Issuer’s
rights under or in respect of the Loan Agreement or the Loan exists for the benefit of the Noteholders. Subject to the terms
of the Trust Deed, no Noteholder will have any entitlement to enforce any of the provisions in the Loan Agreement or have
direct recourse to the Borrower except through action by the Trustee under the Security Interests, as defined in the Terms
and Conditions of the Notes. Noteholders will be deemed to have accepted and agreed that they will be relying solely on
the credit and financial standing of the City in respect of the servicing of the Notes.
Listing: Application has been made to list the Notes on the main segment of the SWX Swiss Exchange. The Notes will be
provisionally admitted for trading on the SWX Swiss Exchange as of 8 November 2005.
Selling Restrictions: The United States of America, the United Kingdom, Ukraine and the Republic of Italy. For details, see ‘‘Selling
Restrictions’’.
US Securities Legend: The Notes and the Loan have not been, and will not be, registered under the US Securities Act of 1933 (the ‘‘Securities
Act’’) or with any securities regulatory authority of any state or other jurisdiction of the United States. The Notes may not
be offered or sold within the United States or to, or for the account or benefit of, US persons except pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Notes are being
offered and sold outside the United States to non-US persons in reliance on Regulation S (‘‘Regulation S’’) under the
Securities Act (the ‘‘Regulation S Notes’’) and within the United States to qualified institutional buyers (‘‘QIBs’’), as defined
in Rule 144A (‘‘Rule 144A’’) under the Securities Act in reliance on the exemption from registration under the Securities
Act provided by Rule 144A (the ‘‘Rule 144A Notes’’). Prospective purchasers are hereby notified that sellers of the Notes
may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.
Governing Law and
Jurisdiction:
The Notes and all related contractual documentation will be governed by, and construed in accordance with, the laws of
England and Wales. The place of jurisdiction shall be the courts of England. See ‘‘English Law Statement’’ on page iii.
Risk Factors: For a discussion of certain issues that prospective investors of the Notes should consider, see ‘‘Risk Factors’’.
Securities Identification
Codes: Regulation S Rule 144A
ISIN. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . XS0233620235 US225407AA34
CUSIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . G3152AAP5 225407AA3
Common Code . . . . . . . . . . . . . . . . . . . . . . . . . 023362023 023370565
Swiss Security Number . . . . . . . . . . . . . . . . . . . . 2319106 2318991
Joint Lead Managers
Citigroup Credit Suisse First Boston
Co-Lead Managers
Alpha Bank Commercial Bank Khreschatyk
Commerzbank Securities Parex Bank