FIRST SUPPLEMENT DATED 31 August 2010 TO THE BASE PROSPECTUS DATED 3 February 2010

Transcription

1 FIRST SUPPLEMENT DATED 31 August 2010 TO THE BASE PROSPECTUS DATED 3 February 2010 SecurAsset, a public limited liability company (société anonyme) incorporated as a securitisation company under the laws of Luxembourg, having its registered office at 2-8 avenue Charles de Gaulle, L-1653 Luxembourg, registered with the Luxembourg Trade and Companies Register with registration number B Secured Note and Warrant Programme This first supplement (the "Supplement") constitutes a supplement for the purposes of Article 13.1 of the Luxembourg Law on Prospectuses for Securities dated 10 July This Supplement is supplemental to, and should be read in conjunction with, the base prospectus dated 3 February 2010 (the "Base Prospectus") in relation to the 20,000,000,000 programme (the "Programme") arranged by BNP Paribas Arbitrage S.N.C. for the issuance of notes and warrants by SecurAsset. Terms defined in the Base Prospectus have the same meaning when used in this Supplement. SecurAsset as Issuer and BNP Paribas as Guarantor and Swap Counterparty accept responsibility for the information contained in this Supplement. Each of SecurAsset and BNP Paribas declare that, having taken all reasonable care to ensure that such is the case, the information contained in this Supplement is, to the best of its knowledge, in accordance with the facts and does not omit anything likely to affect the import of such information. This Supplement has been produced for the purposes of: (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) (xi) incorporating in the Summary a description of BNP Paribas as Guarantor; incorporating additional risks in Risk Factors related to Guaranteed Notes, Guaranteed Warrants and the Guarantor; incorporating by reference additional documents relating to BNP Paribas as Guarantor; amending the Terms and Conditions of the Notes to include the Guarantee; amending the Terms and Conditions of the Warrants to include the Guarantee; replacing the table of directors in the Description of the Issuer section to reflect the resignation of two existing directors and appointment of two new directors; updating the description of BNP Paribas; incorporating the form of the Guarantee; incorporating into the Taxation section information relating to payments made by BNP Paribas as Guarantor; incorporating into the Taxation section information relating to Italian taxation; and completing the General Information section of the Base Prospectus with information relating to BNP Paribas as Guarantor.

2 - 2 - In accordance with Article 13 paragraph 2 of the Luxembourg Law, investors who have already agreed to purchase or subscribe for the securities before this Supplement is published have the right, exercisable within a time limit of two working days after the publication of this Supplement, to withdraw their acceptances. This Supplement, prepared in connection with the Notes and Warrants to be issued under the Base Prospectus, has not been submitted to the clearance procedures of the Autorité des marchés financiers (the "AMF") in France. Copies of this Supplement, the Base Prospectus, the documents incorporated by reference and of the Guarantor's memorandum and articles of association are available at the office of BNP Paribas Securities Services, Luxembourg Branch (in its capacity as Issuing and Paying Agent), 33 rue de Gasperich, Howald-Hesperange, L-2085 Luxembourg and, in the case of this Supplement, the Base Prospectus and the documents incorporated by reference, on the Luxembourg Stock Exchange s website: " Save as disclosed or incorporated by reference in this Supplement, there has been no significant change in the financial position of the Group since the end of the last financial period for which interim financial statements have been published (i.e., 30 June 2010). There has been no material adverse change in the prospects of BNP Paribas since 31 December 2009 (being the end of the last financial period for which audited financial statements have been published). Save as disclosed in this Supplement, no other significant new factor, material mistake or material inaccuracy relating to information included in the Base Prospectus has arisen or been noted.

3 - 3 - I Summary The following is inserted after the second paragraph of the section entitled "Guarantor (if applicable)" in the Summary on page 8. Description of BNPP as Guarantor (if applicable): BNP Paribas is registered in France with registration number RCS Paris Its registered office is at: 16, boulevard des Italiens Paris France Tel: +33 (0) The Group (BNP Paribas, together with its subsidiaries, the Group ) is a leading provider in Europe of banking and financial services and has four domestic retail banking markets in Europe, namely Belgium, France, Italy and Luxembourg. It is present in over 80 countries and has more than 200,000 employees, including 160,000 in Europe. BNP Paribas holds key positions in its three activities: Retail Banking, which includes the following operating entities: - French Retail Banking (FRB), - BNL banca commerciale (BNL bc), Italian retail banking, - BeLux Retail Banking, - European Mediterranean, - BancWest, - Personal Finance, - Equipment Solutions, Investment Solutions; Corporate and Investment Banking (CIB). The acquisition of Fortis Banque and BGL has strengthened the retail banking businesses in Belgium and Luxembourg, as well as Investment Solutions and Corporate and Investment Banking. BNP Paribas is the parent company of the Group. At 31 December 2009, the Group had consolidated assets of 2,075.7 billion (compared to 2,075.6 billion at 31 December 2008), consolidated loans and receivables due from customers of billion (compared to billion at 31 December 2008), consolidated items due to customers of billion (compared to billion at 31 December 2008) and shareholders equity (Group share) of 69.5 billion (compared to 53.2 billion at 31 December 2008). Pre-tax net income for the year ended 31 December 2009 was 9.0 billion (compared to 3.9 billion for the year ended 31 December 2008). Net income, Group share, at 31 December 2009 was 5.8 billion (compared

4 - 4 - to 3.0 billion at 31 December 2008). The following is inserted after the section entitled "Risk Factors (Issuer)" in the Summary on page 11. Risk Factors (BNPP as Guarantor): There are certain factors that may affect BNPP s ability to fulfil its obligations under the Guarantee. These include the following risk factors related to the Bank and its industry: Nine main categories of risks are inherent in the Bank s activities: Credit and counterparty Risk; Market Risk; Operational Risk; Asset-Liability Management Risk; Liquidity and Refinancing Risk; Insurance Subscription Risk; Break-even Risk; Strategy Risk; and Concentration Risk Difficult market and economic conditions could in the future have a material adverse effect on the operating environment for financial institutions and hence on the Bank s financial condition, results of operations and cost of risk. The recent financial crisis has resulted, and is likely to continue to result, in more restrictive regulation of the financial services industry, which could have a material adverse effect on the Bank s business, financial condition and results of operations. A number of the exceptional measures taken by governments, central banks and regulators to remedy the financial crisis, stabilize financial markets and bolster financial institutions have recently been or will soon be completed or stopped, which, given the currently fragile recovery, could adversely affect operating conditions for banks. A substantial increase in new provisions or a shortfall in the level of previously recorded provisions could adversely affect the Bank s results of operations and financial condition. The Bank may incur significant losses on its trading and

5 - 5 - investment activities due to market fluctuations and volatility. The Bank may generate lower revenues from brokerage and other commission and fee-based businesses during market downturns. Protracted market declines can reduce liquidity in the markets, making it harder to sell assets and possibly leading to material losses. Significant interest rate changes could adversely affect the Bank s revenues or profitability. The soundness and conduct of other financial institutions and market participants could adversely affect the Bank. The Bank s competitive position could be harmed if its reputation is damaged. An interruption in or a breach of the Bank s information systems may result in lost business and other losses. Unforeseen external events can interrupt the Bank s operations and cause substantial losses and additional costs. The Bank is subject to extensive and evolving regulatory regimes in the countries in which it operates. Notwithstanding the Bank s risk management policies, procedures and methods, it could still be exposed to unidentified or unanticipated risks, which could lead to material losses. The Bank s hedging strategies may not prevent losses. The Bank s external growth policy carries certain risks, particularly with respect to the integration of acquired entities, and the Bank may be unable to realise the benefits expected from its acquisitions. Intense competition, especially in France, where it has the largest single concentration of its businesses, could adversely affect the Bank s revenues and profitability.

6 - 6 - II Risk Factors related to Guaranteed Securities and Guarantor The following risk factors are added to the section entitled Risk Factors at page 58 of the Base Prospectus: D. Risks relating to Guaranteed Securities A purchaser of Guaranteed Securities will be relying upon the creditworthiness of the Guarantor. The obligations of the Guarantor under the Guarantee will be unsubordinated and unsecured and will rank pari passu with all the Guarantor s other present and future unsubordinated and unsecured obligations, subject as may from time to time be mandatory under applicable law. Prospective purchasers of Guaranteed Securities should note that, unless otherwise stated in the applicable Final Terms and Supplemental Trust Deed, the Guarantee is a guarantee of the Issuer s obligations which are themselves limited by a number of factors including, but not limited to, the provisions of the Securitisation Act 2004 and the Terms and Conditions of the Notes or the Terms and Conditions of the Warrants (as the case may be), including, without limitation, those relating to the applicable redemption amount (which may be limited to the liquidation proceeds of the Charged Assets of the Compartment relating to such Note or Warrant, as the case may be), Compartments, limited recourse, non-petition, subordination and priority of payments, as described in the Base Prospectus. Holders of Guaranteed Securities would therefore retain the risk that these factors may result in payments under the Guaranteed Securities being less than amounts which would otherwise have been due, as described in "Risk Factors Risks relating to the Issuer". E. Risks relating to the Guarantor where the Guarantor is BNPP See the section entitled Risk Factors contained on pages 5 to 10 of the 2010 Information Statement which is incorporated by reference into the Base Prospectus (see Documents incorporated by reference ). F. Potential conflicts of interest in respect of Securities guaranteed by BNPP The Calculation Agent may be an affiliate of the Guarantor (where BNPP is Guarantor) and consequently, potential conflicts of interest may exist between the Calculation Agent and Holders of Securities, including with respect to certain determinations and judgments that the Calculation Agent must make, including whether a Market Disruption Event, a Settlement Disruption Event or Credit Event (each as defined in the Base Prospectus) has occurred. The Calculation Agent is obligated to carry out its duties and functions as Calculation Agent in good faith and using its reasonable judgment.

7 - 7 - III Documents Incorporated By Reference The following additional information contained in the following five documents (being the Information Statement, the 2009 Registration Document (including Chapter 5 ( Pillar3 )), the First Update to the 2009 Registration Document, the Second Update to the 2009 Registration Document and Semi Annual Financial Report filed with the AMF on 6 August 2010 and the 2008 Registration Document), which has been previously published or is published simultaneously with this Supplement and that has been filed with the Commission de Surveillance du Secteur Financier, the Luxembourg competent authority for the purpose of the Prospectus Directive and the relevant implementing measures in the Grand Duchy of Luxembourg, shall be incorporated into, and form part of, the Base Prospectus and shall supersede the Third Update incorporated by reference therein: (a) (b) (c) (d) the information statement relating to BNP Paribas, dated 3 June 2010 (the "Information Statement"); the audited consolidated financial statement of BNP Paribas as at, and for the years ended 31 December 2008 and 31 December 2009 (the BNPP 2008 Financial Statements and the BNPP 2009 Financial Statements respectively, together with the respective statutory auditors reports thereon), as contained, respectively, in BNP Paribas document de référence in English for 2008 (the "2008 Registration Document") and BNP Paribas document de référence in English for 2009 (the "2009 Registration Document"); Chapter 5 (entitled Pillar 3 ) contained in the 2009 Registration Document; complements to the financial statements of BNP Paribas as at, and for the year ended, 31 December 2009 as contained in Chapter 5 of BNP Paribas' Actualisation du document de référence in English for 2009 (the First Update to the 2009 Registration Document ); and (e) the English translation of the BNP Paribas Actualisation du Document de Référence déposée auprès de l Autorité des marchés financiers le 6 aout 2010 (the "Second Update to the 2009 Registration Document and Semi Annual Financial Report filed with the AMF on 6 August 2010"), save that any statement contained herein or in a document which is incorporated by reference herein shall be modified or superseded for the purpose of this Supplement to the extent that such statement is inconsistent with a statement contained in this Supplement. The information incorporated by reference above is available as follows: Information Incorporated by Reference Risk Factors Selected Financial Data Recent Developments including the Issuer's 1st quarter results for the 3 month period Reference BNP PARIBAS Information Statement Pages 5 to 10 of the Information Statement Pages 11 to 12 of the Information Statement Pages 65 to 78 of the Information Statement

8 - 8 - Information Incorporated by Reference ended 31 March 2010 Information about the Issuer Business of the Group Principal markets Risk Management Governmental Supervision and Regulation of BNP Paribas in France Capital Adequacy of the BNP Paribas Group Management of the Bank Independent Statutory Auditors Reference Page 79 of the Information Statement Pages 79 to 100 of the Information Statement Pages 83 to 99 of the Information Statement Pages 101 to 144 of the Information Statement Pages 145 to 148 of the Information Statement Pages 149 to 152 of the Information Statement Pages 153 to 159 of the Information Statement Page 160 of the Information Statement Information Incorporated by Reference Reference BNP PARIBAS 2008 Registration Document Consolidated Financial Statements of BNP Paribas for the year ended 31 December 2008 Profit & loss account for the year ended 31 Page 100 of the 2008 Registration Document December 2008 Balance sheet as 31 December 2008 Page 101 of the 2008 Registration Document Statement of changes in shareholders' equity Pages 102 to 103 of the 2008 Registration between 1 January 2007 and 31 December Document 2008 Statement of cash flows for the year ended 31 Page 104 of the 2008 Registration Document December 2008 Notes to the financial statements prepared in accordance with IFRS as adopted by the European Union Auditors' Report on the consolidated financial statements Pages 105 to 243 of the 2008 Registration Document Pages 244 to 246 of the 2008 Registration Document Information Incorporated by Reference Reference BNP PARIBAS 2009 Registration Document Independent Statutory Auditors Page 368 of the 2009 Registration Document Risk Factors Pages 133 to 172 and 247 to 280 of the 2009 Registration Document Risk Management Page 252 of the 2009 Registration Document Information about the Guarantor Pages 5 and 355 of the 2009 Registration (a) history and development Document (b) investments

9 - 9 - Principal markets Pages 6 to 17 and 130 to 132 of the 2009 Registration Document Business of the Group Pages 6 to 17 of the 2009 Registration Document Organisational structure Page 4 of the 2009 Registration Document Trend information Administrative, management and supervisory bodies of the Guarantor (a) names, addresses and functions (b) potential conflicts of interest (c) names and business addresses of the Executive Committee Pages 101 to 102 of the 2009 Registration Document Pages 32 to 42 of the 2009 Registration Document Pages 52 and 231 to 238 of the 2009 Registration Document Pages 39; 42; 74; the rear cover of the 2009 Registration Document Board practices Pages 32 to 42; 54 to 56; 59 to 60 of the 2009 Major shareholders Additional information (a) Information on share capital Registration Document Pages 18 to 20; 101 of the 2009 Registration Document Pages 18; 200 to 208; 305 to 308 of the 2009 Registration Document (b) Memorandum and articles of association Material contracts Capital Adequacy of the BNP Paribas Group Legal and Arbitration Proceedings Pages 355 to 363 of the 2009 Registration Document Page 354 of the 2009 Registration Document Page 252 of the 2009 Registration Document Page 241 to 242 of the 2009 Registration Document Consolidated Financial Statements of BNP Paribas for the year ended 31 December 2009 Profit & loss account for the year ended 31 Page 106 of the 2009 Registration Document December 2009 Statement of net income and changes in fair Page 107 of the 2009 Registration Document value of assets and liabilities Balance sheet as 31 December 2009 Page 108 of the 2009 Registration Document Statement of changes in shareholders' equity Pages 109 to 110 of the 2009 Registration between 1 January 2008 and 31 December Document 2009 Statement of cash flows for the year ended Page 111 of the 2009 Registration Document 31 December 2009 Notes to the financial statements prepared in accordance with international financial reporting standards as adopted by the European Union Statutory auditors' report on the consolidated financial statements Chapter 5 ( Pillar 3 ) Pages 112 to 243 of the 2009 Registration Document Pages 244 to 246 of the 2009 Registration Document Pages 247 to 280 of the 2009 Registration Document

10 Information Incorporated by Reference Reference First Update to the 2009 Registration Document Complements to the financial statements of Pages 64 to 66 of the First Update to the 2009 BNP Paribas Registration Document Information Incorporated by Reference Reference Second Update to the 2009 Registration Document and Semi Annual Financial Report filed with the AMF on 6 August 2010 Half year management report Pages 3 to 61 of the Second Update to the 2009 Registration Document and Semi Annual Financial Report filed with the AMF on 6 August 2010 Group presentation Page 3 of the Second Update to the 2009 Registration Document and Semi Annual Financial Report filed with the AMF on 6 August first half results Pages 3 to 61 of the Second Update to the 2009 Registration Document and Semi Annual Financial Report filed with the AMF on 6 August 2010 Recent events Pages 62 to 63 of the Second Update to the 2009 Registration Document and Semi Annual Financial Report filed with the AMF on 6 August 2010 Related parties Page 64 of the Second Update to the 2009 Registration Document and Semi Annual Financial Report filed with the AMF on 6 August 2010 Risk factors Page 64 of the Second Update to the 2009 Registration Document and Semi Annual Financial Report filed with the AMF on 6 August 2010 Financial information as at 30 June 2010 Pages 65 to 130 of the Second Update to the 2009 Registration Document and Semi Annual Financial Report filed with the AMF on 6 August 2010 Profit & loss account for the first half of 2010 Page 66 of the Second Update to the 2009 Registration Document and Semi Annual Financial Report filed with the AMF on 6 August 2010 Balance sheet at 30 June 2010 Page 68 of the Second Update to the 2009 Registration Document and Semi Annual Financial Report filed with the AMF on 6 August 2010 Statement of changes in shareholders' equity between 1 January 2009 and 30 June 2010 Statement of cashflows as at 30 June 2010 Pages 69 to 70 of the Second Update to the 2009 Registration Document and Semi Annual Financial Report filed with the AMF on 6 August 2010 Page 71 of the Second Update to the 2009 Registration Document and Semi Annual Financial Report filed with the AMF on 6 August 2010

11 Notes to the Financial Statement (prepared in accordance with IFRS as adopted by the European Union) Statutory auditors' review report on the 2010 Interim Financial Information Pages 72 to 129 of the Second Update to the 2009 Registration Document and Semi Annual Financial Report filed with the AMF on 6 August 2010 Pages 130 to 131 of the Second Update to the 2009 Registration Document and Semi Annual Financial Report filed with the AMF on 6 August 2010 Corporate governance Page 132 of the Second Update to the 2009 Registration Document and Semi Annual Financial Report filed with the AMF on 6 August 2010 Additional information Pages 133 to 143 of the Second Update to the 2009 Registration Document and Semi Annual Financial Report filed with the AMF on 6 August 2010 Ownership structure at 30 June 2010 Page 133 of the Second Update to the 2009 Registration Document and Semi Annual Financial Report filed with the AMF on 6 August 2010 Changes in BNP Paribas' capital Page 133 of the Second Update to the 2009 Registration Document and Semi Annual Financial Report filed with the AMF on 6 August 2010 By-laws Pages 134 to 142 of the Second Update to the 2009 Registration Document and Semi Annual Financial Report filed with the AMF on 6 August 2010 Significant changes Page 143 of the Second Update to the 2009 Registration Document and Semi Annual Financial Report filed with the AMF on 6 August 2010 Documents on display Page 143 of the Second Update to the 2009 Registration Document and Semi Annual Financial Report filed with the AMF on 6 August 2010 Statutory auditors Page 144 of the Second Update to the 2009 Registration Document and Semi Annual Financial Report filed with the AMF on 6 August 2010 Person responsible for the update to the Registration Document and the Half-Year Financial Report Cross reference table Page 145 of the Second Update to the 2009 Registration Document and Semi Annual Financial Report filed with the AMF on 6 August 2010 Pages 146 to 148 of the Second Update to the 2009 Registration Document and Semi Annual Financial Report filed with the AMF on 6 August 2010 Any information not listed in the cross-reference list but included in the documents incorporated by reference is given for information purposes only.

12 IV Terms and Conditions of the Notes The following shall be added at the end of Condition 3(b) (Guaranteed Notes) on page 168 of the Base Prospectus: "Unless otherwise specified in the applicable Final Terms, the Guarantee (if applicable) constitutes an unsecured, unsubordinated and general obligation of the Guarantor and ranks and will rank (i) pari passu with all other existing and future unsecured, unsubordinated and general obligations of the Guarantor, but excluding any debts for the time being preferred by law, and (ii) senior to any subordinated obligations. If the Notes are "Guaranteed Notes" as specified in the applicable Final Terms, and subject to the satisfaction of the conditions set out therein and in the relevant provisions of the Supplemental Trust Deed applicable to such Notes, the payment obligations of the Issuer in respect of such Guaranteed Notes will have the benefit of a guarantee (the "Guarantee") in favour of the Trustee (for itself, and as trustee for holders of such Guaranteed Notes) made by the guarantor specified in the applicable Final Terms (in such capacity, the "Guarantor"). (c) Subrogation of the Guarantor The Guarantee provides that the Guarantor will be subrogated to any rights of the holders of the Guaranteed Notes and the Trustee against the Issuer to the fullest extent permitted by applicable law and to the extent of such payment in respect of amounts due in respect of the Notes which have been paid by the Guarantor under the Guarantee."

13 V Terms and Conditions of the Warrants The following shall be added at the end of Condition 2(b) (Guaranteed Warrants) on page 222 of the Base Prospectus: "Unless otherwise specified in the applicable Final Terms, the Guarantee (if applicable) constitutes an unsecured, unsubordinated and general obligation of the Guarantor and ranks and will rank (i) pari passu with all other existing and future unsecured, unsubordinated and general obligations of the Guarantor, but excluding any debts for the time being preferred by law, and (ii) senior to any subordinated obligations. If the Warrants are "Guaranteed Warrants" as specified in the applicable Final Terms, and subject to the satisfaction of the conditions set out therein and in the relevant provisions of the Supplemental Trust Deed applicable to such Warrants, the payment obligations of the Issuer in respect of such Guaranteed Warrants will have the benefit of a guarantee (the "Guarantee") in favour of the Trustee (for itself, and as trustee for holders of such Guaranteed Warrants) made by the guarantor specified in the applicable Final Terms (in such capacity, the "Guarantor"). (c) Subrogation of the Guarantor The Guarantee provides that the Guarantor will be subrogated to any rights of the holders of the Guaranteed Warrants and the Trustee against the Issuer to the fullest extent permitted by applicable law and to the extent of such payment in respect of amounts due in respect of the Warrants which have been paid by the Guarantor under the Guarantee."

14 VI Directors of SecurAsset The following table of directors of the Issuer shall be included in the Base Prospectus as a replacement for the existing table of directors of the Issuer set out under the paragraph entitled "Administration, Management and Supervisory Bodies" in the Description of the Issuer section on page 404 of the Base Prospectus: " Director Business address Principal outside activities Damien Nussbaum 2-8, avenue Charles de Account manager Gaulle, L-1653 Luxembourg Severine Canova 8, avenue Hoche, Lawyer and company Paris, France managing director Hans van de Sanden 20, rue de la Poste, L-2346 Luxembourg Company managing director ".

15 VII Amended Description of BNP Paribas The description of BNP Paribas under the section Business Overview on page 406 of the Base Prospectus shall be deleted entirely and replaced with the following: "The Group (BNP Paribas, together with its subsidiaries, the Group ) is a leading provider in Europe of banking and financial services and has four domestic retail banking markets in Europe, namely Belgium, France, Italy and Luxembourg. It is present in over 80 countries and has more than 200,000 employees, including 160,000 in Europe. BNP Paribas holds key positions in its three activities: Retail Banking, which includes the following operating entities: - French Retail Banking (FRB), - BNL banca commerciale (BNL bc), Italian retail banking, - BeLux Retail Banking, - European Mediterranean, - BankWest, - Personal Finance, - Equipment Solutions, Investment Solutions; Corporate and Investment Banking (CIB). The acquisition of Fortis Banque and BGL has strengthened the retail businesses in Belgium and Luxembourg, as well as Investment Solutions and Corporate and Investment Banking. BNP Paribas is the parent company of the Group. At 31 December 2009, the Group had consolidated assets of 2,057.7 billion (compared to 2,075.6 billion at 31 December 2008), consolidated loans and receivables due from customers of billion (compared to billion at 31 December 2008), consolidated items due to customers of billion (compared to billion at 31 December 2008) and shareholders equity (Group share) of 69.5 billion (compared to 53.2 billion at 31 December 2008). Pre-tax net income for the year ended 31 December 2009 was 9.0 billion (compared to 3.9 billion at 31 December 2008). Net income, Group share, for the year ended 31 December 2009 was 5.8 billion (compared to 3.0 billion for the year ended 31 December 2008)."

16 VIII Form of the Guarantee The following section shall be inserted before the section entitled "Description of the Issuer" on page 402 of the Base Prospectus. Terms defined in the Terms and Conditions of the Notes or the Terms and Conditions of the Warrants (as the case may be), as amended and/or supplemented by the applicable Final Terms (the "Conditions"), and not otherwise defined in this Guarantee, shall have the same meanings when used in this section. The Guarantor may agree to guarantee the obligations of the Issuer under a Series of Securities that are specified as being guaranteed notes or guaranteed warrants (as the case may be) in the applicable Final Terms ("Guaranteed Notes" or "Guaranteed Warrants", as the case may be, and together the "Guaranteed Securities"). Unless otherwise stated in the applicable Final Terms, the form of the guarantee shall be as set out below. The Guaranteed Securities may be issued pursuant to a Supplemental Trust Deed between, inter alia, the Issuer and BNP Paribas Trust Corporation UK Limited as trustee (the "Trustee"). The relevant Supplemental Trust Deed and Guarantee shall each be governed by and construed in accordance with English law. The form of the Guarantee will be as follows, unless stated otherwise in the applicable Final Terms: "THIS GUARANTEE is made by way of deed on [insert date] by BNP Paribas (the "Guarantor") in favour of the Trustee for itself and for the benefit for the time being of the holders of the Securities (as defined below) (each a "Holder"). WHEREAS: The Guarantor has agreed to guarantee the obligations of the Issuer under the Securities (the "Guaranteed Securities") on the terms of this Guarantee. Terms defined in the Terms and Conditions of [insert name of the Securities] (the "Securities"), as amended and/or supplemented by the applicable Final Terms (the "Conditions"), and not otherwise defined in this Guarantee, shall have the same meanings when used in this Guarantee. NOW THIS DEED WITNESSES as follows: 1. GUARANTEE Subject as provided below, the Guarantor irrevocably guarantees to the Trustee for itself and for the benefit of the holders for the time being of the Guaranteed Securities (each a "Holder") that, if for any reason the Issuer does not pay any sum payable by it or perform any other obligation in respect of any Guaranteed Security on the date specified for such payment or performance (the "Guaranteed Obligations"), the Guarantor will, in accordance with the applicable Terms and Conditions of the Guaranteed Securities (the "Conditions"), pay that sum in the currency in which such payment is due in immediately available funds or, as the case may be, perform or procure the performance of the relevant obligation. In case of the failure of the Issuer to satisfy such obligations as and when the same become due, the Guarantor hereby undertakes to make or cause to be made such payment or satisfy or cause to be satisfied

17 such obligations as though the Guarantor were the principal obligor in respect of such obligation after a demand has been made on the Guarantor pursuant to clause 8 hereof and provided that the Guarantor shall not be obliged to make any payment under this Guarantee until the Charged Assets have been realised or liquidated in full in the manner set out in Condition 12 of the Guaranteed Notes or Condition 13 of the Guaranteed Warrants, as the case may be. The Guaranteed Obligations are, for the avoidance of doubt, limited to the same extent as such sum or obligation due by the Issuer is itself limited (i) by the provisions of the Securitisation Act 2004 and (ii) the applicable Conditions, including, without limitation, (1) those Conditions relating to the applicable redemption amount or termination amount (which amount may be limited to the liquidation proceeds of the Charged Assets of the Compartment relating to such Security) and (2) those Conditions relating to Compartments, limited recourse, non-petition, subordination and priority of payments in respect of the relevant Guaranteed Security. 2. SUBROGATION OF THE GUARANTOR The Guarantor will be fully and automatically subrogated to all rights of the holders of the Guaranteed Securities and the Trustee to payments of the Guaranteed Obligations, and to any rights appurtenant thereto, to the fullest extent permitted by applicable law to the extent of such payment in respect of amounts due in respect of the Securities which have been paid by the Guarantor under this Guarantee; provided that the Guarantor shall not without the consent of the Trustee be entitled to enforce or to receive any payments arising out of or based upon or prove in any insolvency or winding up of the Issuer in respect of such right of subrogation until such time as all Guaranteed Obligations due under this Guarantee have been paid in full. 3. THE GUARANTOR AS PRINCIPAL OBLIGOR As between the Guarantor and the Trustee but without affecting the Issuer's obligations, the Guarantor will be liable under this Guarantee as if it were the sole principal obligor and not merely a surety provided that (i) the Issuer has failed to satisfy its obligations as and when they become due, (ii) the Charged Assets have been realised or liquidated in full in the manner set out in Condition 12 of the Guaranteed Notes or Condition 13 of the Guaranteed Warrants, as the case may be, and (iii) a demand has been made on the Guarantor pursuant to clause 8 hereof. Accordingly, it will not be discharged, nor will its liability be affected, by anything which would not discharge it or affect its liability if it were the sole principal obligor (including (1) any time, indulgence, waiver or consent at any time given to the Issuer or any other person, (2) any amendment to any of the Conditions or to any security or other guarantee or indemnity, (3) the release of any such security, guarantee or indemnity or (4) the dissolution, amalgamation, reconstruction or reorganisation of the Issuer or any other person). 4. THE GUARANTOR'S OBLIGATIONS CONTINUING The Guarantor's obligations under this Guarantee are and will remain in full force and effect by way of continuing security until no sum remains payable and no other obligation remains to be performed under any Guaranteed Security (including if the relevant Security is a Warrant, where such Warrant remains subject to exercise). Furthermore, those obligations of the Guarantor are additional to, and not instead of, any security or other guarantee or indemnity at any time existing in favour of any

18 person, whether from the Guarantor or otherwise. 5. DISCHARGE BY THE ISSUER If any payment received by, or other obligation discharged to or to the order of, the holder of any Guaranteed Security is, on the subsequent bankruptcy or insolvency of the Issuer, avoided under any laws relating to bankruptcy or insolvency, such payment or obligation will not be considered as having discharged or diminished the liability of the Guarantor and this Guarantee will continue to apply as if such payment or obligation had at all times remained owing due by the Issuer. 6. INDEMNITY As a separate and alternative stipulation, the Guarantor unconditionally and irrevocably agrees that any sum or obligation which, although expressed to be payable or deliverable under the Guaranteed Securities, is for any reason (whether or not now existing and whether or not now known or becoming known to the Issuer, the Guarantor or the Trustee) not recoverable from the Guarantor on the basis of a guarantee will nevertheless be recoverable from the Guarantor as if it were the sole principal obligor and will be paid or performed by it in favour of the Trustee (for itself and as trustee for the Holders) on demand by the Trustee provided that (i) the Issuer has failed to satisfy its obligations as and when they become due, (ii) the Charged Assets have been realised or liquidated in full in the manner set out in Condition 12 of the Guaranteed Notes or Condition of 13 of the Guaranteed Warrants, as the case may be, and (iii) a demand has been made on the Guarantor pursuant to clause 8 hereof and that in no circumstances shall the Guarantor be obliged to pay an amount under this Guarantee which is greater than the amount payable by the Issuer in respect of the Guaranteed Obligations, such Guaranteed Obligations being, for the avoidance of doubt, limited to the same extent as such sum or obligation due by the Issuer is itself limited by (1) the provisions of the Securitisation Act 2004 and (2) the applicable Conditions, including, without limitation, (a) those Conditions relating to the applicable redemption amount or termination amount (which amount may be limited to the liquidation proceeds of the Charged Assets of the Compartment relating to such Security) and (b) those Conditions relating to Compartments, limited recourse, nonpetition, subordination and priority of payments in respect of the relevant Guaranteed Security. The second sentence of clause 3 of this Guarantee shall apply mutatis mutandis to this clause INCORPORATION OF TERMS The Guarantor agrees that it shall comply with and be bound by those provisions contained in the Conditions which relate to it. 8. DEMAND ON THE GUARANTOR Any demand hereunder shall be given in writing addressed to the Guarantor served at its office at Legal CIB, 3 rue Taitbout, Paris, France. A demand so made shall be deemed to have been duly made five Paris Business Days (as used herein, "Paris Business Day" means a day (other than a Saturday or Sunday) on which banks are open for business in Paris) after the day it was served or if it was served on a day that was not a Paris Business Day or after 5.30 p.m. (Paris time) on any day, the demand shall be deemed to be duly made five Paris Business Days after the Paris Business Day immediately following such day.

19 DEPOSIT OF GUARANTEE This Guarantee shall be deposited with and held by the Trustee for the benefit of itself and the Holders. 10. GOVERNING LAW This Guarantee and any non-contractual obligations arising out of or in connection herewith shall be governed by and construed in accordance with English law. 11. JURISDICTION This clause is for the benefit of the Trustee only. Subject as provided below, the courts of England shall have exclusive jurisdiction to settle any disputes which may, directly or indirectly, arise out of or in connection with this Guarantee including a dispute relating to any non-contractual obligations arising out of or in connection herewith and accordingly the Guarantor submits to the exclusive jurisdiction of the English courts to hear all suits, actions or proceedings (together hereinafter termed the "Proceedings") relating to any such dispute. The Guarantor waives any objection to the courts of England on the grounds that they are an inconvenient or inappropriate forum. Nothing in this clause shall limit the rights of the Trustee to take any Proceedings against the Guarantor in any other court of competent jurisdiction and concurrent Proceedings in any number of jurisdictions. 12. SERVICE OF PROCESS The Guarantor agrees that service of process in England may be made on it at its London branch. Nothing in this Guarantee shall affect the right to serve process in any other manner permitted by law. 13. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Guarantee, but this does not affect any right or remedy of any person which exists or is available apart from that Act. IN WITNESS whereof this Guarantee has been executed and delivered by BNP Paribas as a deed on the date first above-mentioned. Executed and delivered as a Deed By BNP PARIBAS ) acting by ) acting under the authority ) of that company ) Witness's signature: Name: Address: "

20 IX Taxation France Payment made by BNPP as Guarantor The following shall be included in the Base Prospectus as a replacement for the existing paragraph entitled "Payments made by the Guarantor (if applicable)" in the section entitled "Taxation" on page 414 of the Base Prospectus: Payments made by the Guarantor There is no direct authority under French law on the withholding tax status of payments by the Guarantor under the Guarantee. Hence the statements below are based on an interpretation of general French tax principles and may be affected, potentially with retroactive effect, by any future legislative, judicial or administrative development. In accordance with one interpretation of French tax law, payments made by the Guarantor of any amount due by BNPP to a Noteholder which is a non-french tax resident and which is not acting through a French establishment or branch may be treated as a payment in lieu of payments to be made by BNPP with respect to the Notes. Accordingly, under this interpretation payments made by the Guarantor, of any amounts due by BNPP under the Notes, should not be subject to the withholding tax set out under Article 125 A III of the French Code Général des Impôts, to the extent that interest payments made or to be made by BNPP would not be subject to such withholding tax by reason of BNPP not being resident of, or otherwise established in, France. In accordance with another interpretation, any such payment may be treated as a payment independent from the payments to be made by BNPP with respect to the Notes. In the absence of any specific provision in Article 125 A III of the French Code Général des Impôts, such payments should not be subject to the withholding tax set out under Article 125 A III of the French Code Général des Impôts.

21 X Italian Taxation The following shall be inserted after the paragraph beginning with the words "By legislative regulations dated 26 January 2004" in the section entitled "Taxation" on page 423 of the Base Prospectus: "7. ITALIAN TAXATION The following is a general discussion of certain Italian tax consequences of the acquisition, holding and disposing of Securities. However, each series of Securities may be subject to a different tax treatment due to the specific terms of such Series as set out in the respective Final Terms. The following summary, therefore, does not purport to be a comprehensive description of all the tax considerations which may be relevant to a decision to subscribe for, purchase, own or dispose of the Securities and does not consider any specific facts or circumstances that may apply to a particular investor. This summary regarding taxation is based on the laws of Italy currently in force and as applied on the date of this Base Prospectus, which are subject to any changes in law occurring after such date, which changes could be made on a retroactive basis. Prospective Holders of Securities are advised to consult their own tax advisers concerning the overall tax consequences of their interest in the Securities. TAXATION OF NOTES (1) Payments of interest and other proceeds on the Notes are subject to different tax treatments based on whether the Notes, based on their specific characteristics as set out in the Final Terms qualify as: (a) as bonds or securities similar to bonds, and in such a case a further distinction shall be made among: (i) (ii) Notes with a maturity of at least 18 months, and Notes with a maturity of less than 18 months; (b) atypical securities. A.1 Notes qualifying as bonds or securities similar to bonds with a maturity of at least 18 months The provisions of article 6, para. 1 of Law No. 130 of 30 April 1999 (the "Italian Securitization Law") and of the Legislative Decree No. 239 of 1 April 1996, as amended (the "Decree 239"), regulate the tax treatment of interest, premium and other income (including the difference between the redemption amount and the issue price, hereinafter collectively referred to as "Interest") from notes having a maturity of eighteen months or more and issued, inter alia, by non-italian resident entities, falling within the category of bonds (obbligazioni) or securities similar to bonds (titoli similari alle obbligazioni). For this purpose, securities similar to bonds are securities that incorporate an unconditional obligation to pay, at maturity, an amount not lower than their nominal

22 value and that do not allow any direct or indirect participation to the management of the issuer. Resident Noteholders Where an Italian resident Noteholder who is the beneficial owner of the Notes is (i) an individual not engaged in a business activity to which the Notes are effectively connected, (ii) a non-commercial partnership, (iii) a non commercial private or public institution, or (iv) an investor exempt from Italian corporate income taxation, Interest payments relating to the Notes are subject to a tax, referred to as imposta sostitutiva, levied at the rate of 12.5 per cent. (either when the interest is paid by the Issuer, or when payment thereof is obtained by the Noteholder on a sale of the relevant Notes). The imposta sostitutiva may not be recovered by the Noteholder as a deduction from the income tax due. In case the Notes are held by a Noteholder engaged in a business activity and are effectively connected with same business activity, the interest will be subject to the imposta sostitutiva and will be included in the relevant income tax return. As a consequence, the interest will be subject to the ordinary income tax and the imposta sostitutiva may be recovered as a deduction from the income tax due. Pursuant to Decree 239, imposta sostitutiva is applied by banks, società di intermediazione mobiliare ("SIMs"), fiduciary companies, società di gestione del risparmio ("SGRs") stock exchange agents and other entities identified by the relevant Decrees of the Ministry of Finance (the "Intermediaries"). An Intermediary must (i) be resident in Italy or be a permanent establishment in Italy of a non-italian resident financial intermediary and (ii) intervene, in any way, in the collection of Interest or in the transfer of the Notes. For the purpose of the application of the imposta sostitutiva, a transfer of Notes includes any assignment or other act, either with or without consideration, which results in a change of the ownership of the relevant Notes or in a change of the Intermediary with which the Notes are deposited. Where the Notes are deposited with an Intermediary, the imposta sostitutiva is applied and withheld by any entity paying Interest to a Noteholder. The imposta sostitutiva does not apply, inter alia, to the following subjects, to the extent that the Notes and the relevant Coupons are deposited in a timely manner, directly or indirectly, with an Intermediary: (a) Corporate Noteholders Where an Italian resident Noteholder is a corporation or a similar commercial entity (including a permanent establishment in Italy of a foreign entity to which the Notes are effectively connected), interest accrued on the Notes must be included in: (i) the relevant Noteholder's yearly taxable income for corporate income tax purposes ("IRES"), applying at a rate equal to 27.5 per cent.; and (ii) in certain circumstances, depending on the "status" of the Noteholder, also in its net value of production for the purposes of regional tax on productive activities ("IRAP"). Such interest is therefore subject to general Italian corporate taxation according to the ordinary rules;

23 (b) Investment funds Italian investment funds (which includes Fondo Comune d'investimento, or SICAV, the "Funds") are subject to a 12.5 per cent. substitutive tax on their annual net accrued result. Interest on the Notes is included in the calculation of such annual net accrued result; (c) Pension funds Pension funds (subject to the tax regime set forth by article 17 of the Legislative Decree No. 252 of 5 December 2005, the "Pension Funds") are subject to an 11 per cent. substitutive tax on their annual net accrued result. Interest on the Notes is included in the calculation of said annual net accrued result; and (d) Real estate investment funds Under the current regime provided by Law Decree No. 351 of 25 September 2001, converted into law with amendments by Law No. 410 of 23 November 2001, as clarified by the Italian Ministry of Economics and Finance through Circular No. 47/E of 8 August 2003, payments of interest in respect of the Notes made to Italian resident real estate investment funds established pursuant to Article 37 of Legislative Decree No. 58 of 24 February 1998, as amended and supplemented, (the "Real Estate Investment Funds") and Article 14-bis of Law No. 86 of 25 January 1994 are subject neither to imposta sostitutiva nor to any other income tax in the hands of the same Real Estate Investment Funds. Non-Resident Noteholders Interest payments relating to Notes received by non-resident beneficial owners (not having a permanent establishment in Italy to which the Notes are effectively connected) are generally not subject to tax in Italy. Early Redemption Without prejudice to the above-described regime, if the Notes are subject to an early redemption within 18 months from the issue date, certain Italian resident Noteholders will be required to pay an additional tax at the rate of 20 per cent. in respect of Interest accrued thereon up to the date of early redemption, pursuant to Article 26(3) of Presidential Decree No. 600 of 29 September 1973, as amended. According to one interpretation of Italian tax law, the above 20 per cent. additional tax may also be due in the event that the Issuer were to purchase the Notes and subsequent cancel them prior to the aforementioned eighteen-month period. A.2 Notes qualifying as bonds or securities similar to bonds with a maturity of less than 18 months Pursuant to article 6 of the Italian Securitization Law and to the Decree 239, interest payments relating to Notes issued with a maturity of less than 18 months are subject to imposta sostitutiva at 27 per cent. rate, if paid to an Italian resident Noteholder which is: (i) an individual not engaged in a business activity to which the Notes are effectively connected; (ii) a non-commercial partnership; (iii) a non-commercial private or public institution; (iv) an investor exempt from Italian corporate income tax; (v) a Pension Fund; and (vi) a Fund.