ABB » Topics » of the Instruments of the relevant Series

This excerpt taken from the ABB 20-F filed Mar 10, 2009.

of the Instruments of the relevant Series

 

1.           Following any substitution pursuant to Condition 15, the Conditions of the Instruments of the relevant Series shall apply as if all references to the “Issuer” therein were to the Substituted Debtor.

 

2.           In the event that ABB Ltd shall become the Substituted Debtor the Conditions shall apply with the following further amendments:

 

(i)              Conditions 4.02, 4.03 and Condition 7.01(v) shall not apply to such Instruments;

 

(i)              the words “... its obligation set out in Condition 4.02 ...” to “... performance or observance of any of its other...” in lines 1 to 5 of Condition 7.01(ii) shall be deleted and replaced by the word “any”;

 

(ii)             Condition 15 shall not apply to such Instruments and, in respect of such Instruments, shall be deemed to be replaced with the following:

 

“the Issuer may be replaced, and any direct or indirect subsidiary of the Issuer may be substituted for the Issuer, as principal debtor in respect of the Instruments, without the consent of the Holders of the Instruments or Coupons. If the Issuer shall determine that any such subsidiary shall become the principal debtor (in such capacity, the “Substituted Debtor”), the Issuer shall give not less than 30 nor more than 45 days’ notice, in accordance with Condition 14, to the Holders of the Instruments of such event and, immediately on the expiry of such notice, the Substituted Debtor shall enter into a Deed of Assumption, the form of which is set out in the Sixth Schedule to the Fiscal Agency Agreement and become the principal debtor in respect of the Instruments in place of the Issuer and the Holders of the Instruments shall thereupon cease to have any rights or claims whatsoever against the Issuer. However, no such substitution shall take effect (i) until such Substituted Debtor shall have entered into a keep-well agreement with ABB Ltd substantially in the form of other keep-well agreements entered into by ABB Ltd with certain of its direct or indirect subsidiaries, (ii) until such Substituted Debtor shall have executed a deed of covenant substantially in the form of the Deed of Covenant, (iii) in any case, until the Substituted Debtor shall have provided such documents as may be necessary to make the Deed of Assumption, the  Instruments, the Fiscal Agency Agreement, such deed of covenant and such keep-well agreement the legal, valid and binding obligations of, as appropriate, the Substituted Debtor and ABB Ltd together with legal opinions, either unqualified or subject only to normal, usual or appropriate qualifications and assumptions to the effect that the Deed of Assumption, the Instruments, the Fiscal Agency Agreement, such deed of covenant and such keep-well agreement are legal, valid and binding obligations of, as appropriate, ABB Ltd and the Substituted Debtor, (iv) the Substituted Debtor shall have obtained all necessary governmental and

 

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regulatory approvals and consents, if any, for the substitution, and (v) the Substituted Debtor shall have appointed the process agent appointed by the Issuer in Condition 18.3 as its agent in England to receive service of process on its behalf in relation to any legal action or proceedings arising out of or in connection with the Instruments and the Coupons. Upon any such substitution, the Instruments and Coupons will, if necessary, be deemed to be modified in all appropriate respects.”

 

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This excerpt taken from the ABB 20-F filed Apr 19, 2006.

of the Instruments of the relevant Series

 

1.                                 Following any substitution pursuant to Condition 15, the Conditions of the Instruments of the relevant Series shall apply as if all references to the “Issuer” therein were to the Substituted Debtor.

 

2.                                 In the event that ABB Ltd shall become the Substituted Debtor the Conditions shall apply with the following further amendments:

 

(i)                                         Conditions 4.02, 4.03 and Condition 7.01(v) shall not apply to such Instruments;

 

(i)                                         the words “... its obligation set out in Condition 4.02 ...” to “... performance or observance of any of its other...” in lines 1 to 5 of Condition 7.01(ii) shall be deleted and replaced by the word “any”;

 

(ii)                                      Condition 15 shall not apply to such Instruments and, in respect of such Instruments, shall be deemed to be replaced with the following:

 

“the Issuer may be replaced, and any direct or indirect subsidiary of the Issuer may be substituted for the Issuer, as principal debtor in respect of the Instruments, without the consent of the Holders of the Instruments or Coupons.  If the Issuer shall determine that any such subsidiary shall become the principal debtor (in such capacity, the “

This excerpt taken from the ABB 20-F filed May 27, 2005.

of the Instruments of the relevant Series

 

1.             Following any substitution pursuant to Condition 15, the Conditions of the Instruments of the relevant Series shall apply as if all references to the “Issuer” therein were to the Substituted Debtor.

 

2.             In the event that ABB Ltd shall become the Substituted Debtor the Conditions shall apply with the following further amendments:

 

(i)            Conditions 4.02, 4.03 and Condition 7.01(v) shall not apply to such Instruments;

 

(i)            the words “... its obligation set out in Condition 4.02 ...” to “... performance or observance of any of its other...” in lines 1 to 5 of Condition 7.01(ii) shall be deleted and replaced by the word “any”;

 

(ii)           Condition 15 shall not apply to such Instruments and, in respect of such Instruments, shall be deemed to be replaced with the following:

 

“the Issuer may be replaced, and any direct or indirect subsidiary of the Issuer may be substituted for the Issuer, as principal debtor in respect of the Instruments, without the consent of the Holders of the Instruments or Coupons.  If the Issuer shall determine that any such subsidiary shall become the principal debtor (in such capacity, the “

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