CÉDULAS TDA 6, FONDO DE TITULIZACIÓN DE ACTIVOS AND ISSUED OF MORTGAGE-BACKED SECURITIES FOR A MAXIMUM AMOUNT OF

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1 This document is an English-language version of a Spanish Prospectus. No document other than the Spanish Prospectus, which has been verified by the Comisión Nacional del Mercado de Valores, may be considered as having any legal effect whatsoever in respect to the Bonds. OFFERING CIRCULAR May 2005 OFFERING CIRCULAR CÉDULAS TDA 6, FONDO DE TITULIZACIÓN DE ACTIVOS AND ISSUED OF MORTGAGE-BACKED SECURITIES FOR A MAXIMUM AMOUNT OF EUROS First Issue for an amount of EUROS Aaa/AAA/AAA Second Issue for an amount of EUROS LEAD MANAGERS Caja de Ahorros y Monte de Piedad de Madrid EBN Banco Caja de Ahorros y Monte de Piedad de Madrid SELLERS EBN Banco Caja Madrid Bolsa, S.V, S.A. UNDERWRITTERS Caja Madrid ABN AMRO BANK, N.V. Sucursal en España Dresdner Bank Aktiengesellschaft Ixis Corporate & Investment Bank BACKED BY MORTGAGE BONDS ORIGINATED BY Ibercaja Unicaja Caixa Manresa Caja Castilla la Mancha Caja Madrid Banco Gallego Caixa Penedés Caixa Terrassa Caixanova PAYING AGENT Caja de Ahorros y Monte de Piedad de Madrid FONDO DE TITULIZACIÓN ARRANGED AND SERVICED BY Titulización de Activos, Sociedad Gestora de Fondos de Titulización, S.A. Folleto inscrito en los Registros de la C.N.M.V. con fecha 13 de mayo de

2 This document is an English-language version of a Spanish Prospectus. No document other than the Spanish Prospectus, which has been verified by the Comisión Nacional del Mercado de Valores, may be considered as having any legal effect whatsoever in respect to the Bonds. "CEDULAS TDA 6, FONDO DE TITULIZACION DE ACTIVOS" SUMMARY OF GENERAL CONDITIONS 1. The Fund The name of the Fund is "CEDULAS TDA 6, Fondo de Titulización de Activos", (hereinafter, the Fund or CEDULAS TDA 6 ). "CEDULAS TDA 6 is established pursuant to the provisions of Royal Decree 926/1998 May 14 th (hereinafter, Royal Decree 926/1998 ) which regulates securitization Funds and Securitization Managers or Promoters ( Sociedad Gestora ). The Fund will be incorporated by means of a deed (hereinafter, Deed of Incorporation or Deed, after registration of this prospectus (the Prospectus ) with the Comision Nacional del Mercado de Valores ( CNMV ), and will have the characteristic of an opened ended Fund in its assets and liabilities, through the increase in assets and subsequent issue of bonds, in accordance with the regime applicable under articles 2.1. a) and 4.1.c) of Royal Decree 926/1998 and will be regulated in adherence to the Deed which Incorporates the Fund, Royal Decree 926/1998, and any dispositions that might develop, Law 19/1992, July 7 th, Régimen de Sociedades y Fondos de Inversión and Fondos de Titulización Hipotecaria, in respect to aspects not covered by Royal Decree 926/1998 when applicable, Law 24/1998, July 28 th, of Mercado de Valores, in respect of supervision, inspection and sanctions, when applicable, (hereinafter Law 24/1988 ), Law 44/2002, November 22 nd, Medidas de Reforma del Sistema Financiero (hereinafter, Law 44/2002, and any other current applicable legal dispositions. 2. Sociedad Gestora "CEDULAS TDA 6" will be arranged by "Titulización de Activos, SGFT, S.A." as Sociedad Gestora empowered to such effect and, therefore, to exercise the management and legal representation of the Fund CEDULAS TDA 6, in accordance with Royal Decree 926/1998, May 14th, by which the Fondos de Titulización de Activos (Securitazation Funds) and Sociedades Gestoras de Fondos de Titulización are regulated. 3. Assets of the Fund 3.1. Initial assets: First Issue of Mortgage Bonds, or Cédulas Hipotecarias The assets of CEDULAS TDA 6 are made up initially, on the incorporation date, of nine (9) registered Mortgage Bonds or Cédulas Hipotecarias (hereinafter, the First Issue Mortgage Bonds ) issued individually by each of the Issuers, with a maturity date of twenty (20) years from issue date and for the amounts shown below: 1

3 This document is an English-language version of a Spanish Prospectus. No document other than the Spanish Prospectus, which has been verified by the Comisión Nacional del Mercado de Valores, may be considered as having any legal effect whatsoever in respect to the Bonds. Amount of the Cédulas Issuer Hipotecarias Caja Madrid Ibercaja Unicaja Caixa Manresa CCM Banco Gallego Caixa Penedes Caixa Terrassa Caixanova TOTAL The Mortgage Bonds will have an ordinary fixed interest rate to be determined prior to the incorporation of the Fund and will be equivalent to that determined for the Bonds. This interest will be paid annually on the corresponding Collection Dates. On Maturity Date, or in the case of early redemption of the Mortgage Bonds, a default were to occur, they would continue to pay interest until the total amount of outstanding amounts owed is satisfied to the Fund by the Mortgage Bonds, without prejudice to the accrual of late interest, as established in the following paragraph.. In case of interest and /or principal default on the payment dates (including the case of early redemption of the Mortgage Bond), in accordance with the terms of the issue, default interest will accrue resulting from the sum of (A) the highest of (i) the annual ordinary interest rate of the Mortgage Bonds and (ii) the 1-month EURIBOR taken from the Reuters, page EURIBOR= at 11 am (C.E.T.) on the Collection Date or on any other date in which the interest default takes place, (B) a variable margin established for each Mortgage Bond, determined in relation to the rate of recovery of the outstanding amounts. This penalty or late interest will be capitalised monthly and will once more accrue penalty interest; the calculation date shall be the second (2 nd ) Business Day before the beginning of the corresponding monthly accrual period. The Mortgage Bonds will be paid in a single payment on the date of their redemption, except in the situations covered by section II Mortgage Bond payments (interest, and principal when applicable) to the Fund shall be on May 21 st of each year during the life of the Fund (Collection Date) or the Business Day immediately prior, if such date is not a Business Day. The maturity date of the Mortgage Bonds shall be May 23rd, The Mortgage Bonds corresponding to the First Issued Mortgage Bond or First Mortgage Bond Issue will be transferred to the Fund at a price below nominal value and equal to the subscription price of each one of them, being different for each Issuer, in relation to their credit rating risk consideration, as indicated in section IV of this Prospectus. The difference in price between First Issue Bonds (or First Bond Issue) and the price for the total of the First Issue Mortgage Bonds, will be allocated to cover the Expenses for the Issue of First Issue Bonds, in line with the definition in section III.4.3. of the Prospectus (hereinafter, Expenses First Issue Bonds ) Asset Increase and Second Issue of Mortgage Bonds In accordance with the open ended character of the Fund, and as stipulated in section IV.2.1 b) of this Prospectus, it may be agreed for the assets of the Fund to be increased at any time, but always before December 31st 2005, prior agreement between the Sociedad Gestora, the Majority of the Issuers and Transferors and Credit Agencies, to increase assets by 1,500,000,000 Euro. 2

4 This document is an English-language version of a Spanish Prospectus. No document other than the Spanish Prospectus, which has been verified by the Comisión Nacional del Mercado de Valores, may be considered as having any legal effect whatsoever in respect to the Bonds. In the event of an agreement being reached to increase assets, the Issuers will take up their responsibility to issue a second Mortgage Bond that will be subscribed by the Transferors and granted to the Fund, as provided for in section b) of this Prospectus. The characteristics of the second issued Mortgage Bonds ( Second Issue Mortgage Bonds and jointly the Issued Mortgage Bonds ) will be as follows: There will be nine (9) new registered Mortgage Bonds, issued individually by each of the Issuers, with maturity date May 23rd 2025 (that is, the same day that the First Issue Bonds) and for the amounts shown: Amount of the Cédulas Issuer Hipotecarias Caja Madrid Ibercaja Unicaja Caixa Manresa CCM Banco Gallego Caixa Penedes Caixa Terrassa Caixanova TOTAL The Mortgage Bonds from the Second Issue will have an ordinary fixed interest rate that will be the same as for the First Issue Mortgage Bonds. This interest will be paid annually on the corresponding Collection Dates. On Maturity date, or in the case of early redemption of the Mortgage Bonds, a default were to occur, they would continue to pay interest until the total amount of outstanding amounts owed is satisfied to the Fund by the Mortgage Bonds, without prejudice to the applicable payment of late interest, as established in the following paragraph.. In case of interest and/or principal default on the payment dates (including the case of early redemption of the Mortgage Bond), in accordance with the terms of the issue, default interest will accrue resulting from the sum of (A) the highest of (i) the annual ordinary interest rate of the Mortgage Bonds and (ii) the 1-month EURIBOR taken from the Reuters, page EURIBOR= at 11 am (C.E.T.) on the Collection Date or on any other date in which the interest default takes place, (B) a variable margin established for each Mortgage Bond, determined in relation to the rate of recovery of the outstanding amounts. This penalty interest will be capitalised monthly and will once more accrue penalty interest; the calculation date shall be the second (2 nd ) Business Day before the beginning of the corresponding monthly accrual period. The default interest rate of the Mortgage Bonds from the Second Issue Mortgage Bonds could be different to the default interest rate of the Mortgage Bonds from the First Issue, should the estimates made by the Credit Agencies change the risk outlook for any Issuer. The Mortgage Bonds from the Second Issue will be redeemed in a single payment on the date of their redemption, except in the case of early redemption, were the same is applicable as per section II Bond payments (interest, and principal when applicable) to the Fund shall be on May 21 st of each year during the life of the Fund (Collection Date) or the Business Day immediately prior, if such date is not a Business Day. The maturity date of the Mortgage Bonds shall be May 23 rd, This is, the equivalent to the Mortgage Bonds of the First Issue. 3

5 This document is an English-language version of a Spanish Prospectus. No document other than the Spanish Prospectus, which has been verified by the Comisión Nacional del Mercado de Valores, may be considered as having any legal effect whatsoever in respect to the Bonds. Given the volatility of market conditions at the time of each Second Bond Issue, as described in section 4 of the summary of this Prospectus, the Mortgage Bonds from the Second Issue will be transferred to the Fund at a price that could be inferior, equal, or above (under par, par, or above par) nominal, and equal to the subscription price of each one of them, being different for each Issuer, in relation to their credit rating risk consideration, as indicated in section IV of this Prospectus. The difference in price between Second Issue Bonds and the price for the total of the Second Issue Mortgage Bonds, will be allocated to cover the Expenses for the issue of Second Bond Issue (hereinafter, Expenses Second Bond Issue and jointly with the Expenses for the issue of First Issue Bonds, the Amount for Expenses ). 4. Securities to be issued by the Fund The liability of the Fund will be made up of the securities issued by the Fund. The securities issued will be for an amount of 1,500,000,000 Euro, extendable, prior agreement with the Majority of Issuers, the Assignors, and the Rating Agencies, up to 3,000,000,000 Euro. To this effect, it is understood that Majority of Issuers means those Issuers that represent jointly at each moment in time, at least eighty per cent (80%) of the total amount of Mortgage Bonds owned by the Fund. The decision of the Majority of Issuers is mandatory for the rest of the Issuers. Under this arrangement, the liabilities of the Fund will consist of two (2) issues. First Issue Bonds or First Bond Issue Amount (Euro) Coupon Redemption Moody s Fitch S&P 1,500,000, ,00% (Fixed)* Bullet maturity 23/05/2025 Aaa AAA AAA Average Life 20 years* Duration 13,.51 yars* *Data referring to the Bonds Coupon, Average Life and Duration are illustrative and provided as an example, following specifications of sections II.10. and II.12. Bullet is a term commonly accepted by the market to indicate that the redemption of the Bonds is executed in a single payment. In any event, the exact terms of the redemption conditions must be consulted in section II.11. of this Prospectus. 4.2 Second Bond Issue In the event that the asset increase is approved, and under the terms of section IV.2.1.b) of this Prospectus, a Second Bond Issue on behalf of the Fund will be executed no later than December 31st 2005, under prior agreement with the Credit Agencies, (hereinafter, the Second Bond Issue and jointly with the first Bond Issue, the Bond Issues ). Amount (Euro) Coupon Redemption Moody s Fitch S&P 1,500,000, ,00% (Fixed)* Bullet maturity 23/05/2025 Aaa AAA AAA *Data referring to the Bonds Coupon, Average Life and Duration are illustrative and provided as an example, following specifications of sections II.10. and II.12. 4

6 This document is an English-language version of a Spanish Prospectus. No document other than the Spanish Prospectus, which has been verified by the Comisión Nacional del Mercado de Valores, may be considered as having any legal effect whatsoever in respect to the Bonds. The Bonds issued will be fungible in nature, if applicable, the Second Bond Issue with the First Bond Issue, becoming commingled from the first Payment Date by adopting from this date onwards the same characteristics, as detailed along the length of this Prospectus. 4.3 Amount, price and interest rate of the Bonds Nominal amount The Bonds issued in the First and Second Issue if applicable, will be represented in book entry form with a nominal value of one hundred thousand (100,000) Euro. Price The price of the First Bond Issue will be determined on the third (3) Business day prior to the Closing Date, and in any event, before the Deed of Incorporation is granted, and will be below par, as set out in sections II.7 and II.10.1 of this Prospectus. The price of the Second Bond Issue, if applicable, will be determined on the third (3) Business day prior to the Closing Date, and in any event, before the Deed of Incorporation is granted, and will be below par, as set out in sections II.7 and II.10.1 of this Prospectus. As described above, and given the volatility of market conditions at the time of each Bond issue, the issue price applied to the Second Bond Issue, could be under par or above par. In any case, in the Deed of Incorporation and in the Deed of Extension and Second Bond Issue the consideration amount of the Bonds will be clearly marked. Interest The fixed annual nominal interest rate for the First Bond Issue payable annually, will be determined by Caja Madrid, prior consultation with the rest of the Underwriters, notifying these the Sociedad Gestora, and coinciding with the moment in time for calculating the issue price of the Bond, in accordance with what is stipulated in section II of this Prospectus. In accordance with section II.10.1, the calculation method will be by rounding to the eighth percentage point below the average interest rate between the bid and offer prices existing in the IRS market (Interest Rate Swap) for the 20 year Euribor at the time of fixing the issue price for the Bonds. The fixed annual nominal interest rate for the Second Bond Issue payable annually will coincide with that fixed for the First Bond Issue, in such manner that each Payment Date, both Bond issues will pay the same interest (with different settlement dates for the first Payment Date due to the different issue dates). Default or late Interest In the event of non payment to the registered Bondholders, the outstanding amounts pending payment will not accrue further interest for late payment. 4.4 Redemption of the Bonds 5

7 This document is an English-language version of a Spanish Prospectus. No document other than the Spanish Prospectus, which has been verified by the Comisión Nacional del Mercado de Valores, may be considered as having any legal effect whatsoever in respect to the Bonds. The redemption price of each Bond will be 100,000 Euro, equivalent to its nominal value. The Bonds, those corresponding to the First Issue as those of the Second Issue, if applicable, will be redeemed in a single payment on the Final Redemption Date. The Final Redemption Date and the final redemption of the Bonds shall be the 20 th anniversary of the Closing Date of the First Bond Issue, this being May 23rd 2025, or if this date is not a Business Day, the following Business Day, without prejudice to the possibility that an early partial redemption may occur as contemplated in section II of this Prospectus. 4.5 Maturity of the Bonds The Bonds will mature on the date in which they are totally repaid or on the liquidation date of the Fund. If on the Redemption Date, any of the Mortgage Bonds is in default or manifested itself in default, the Sociedad Gestora will proceed to pay the principal amount of the Bonds as contemplated in section 4.6 (iii) (Forced Early Redemption) which follows. In any event, the redemption of the Bonds cannot take place after May 23rd 2028 or if such date is not a Business Day, the immediately following Business Day (hereinafter, the Legal Maturity Date ). The Legal Maturity Date is the Payment Date immediately following the 3 rd anniversary of the maturity of the Mortgage Bonds. 4.6 Partial Early Redemption of the Bonds A partial early redemption of the Bonds will take place when: (i) a hidden fault is identified in a Mortgage Bond, or through the inadequacy of the declarations and guarantees expressed by the Transferors and Issuers, as laid out in section IV.3 in this Prospectus, and the situation is not corrected. In this event, the Issuer of the corresponding Mortgage Bond will redeem it early and in the same way the Sociedad Gestora, on account of the Fund, will proceed to the reduction in nominal value of all the Bonds (corresponding to the First as well as the Second Bond Issue, if applicable) by an amount equivalent to the nominal value of the redeemed Mortgage Bond and the amount obtained by the repurchase of the Mortgage Bond by the Issuer will be applied, firstly to the interest and secondly to reduce the nominal value of the Bonds involved. In this way, if applicable, the amounts remaining from the repurchased Mortgage Bond will be distributed among the Bondholders pro rata in respect of the Bonds issued to the debit of the Fund without applying the priority order of payments (which incorporates an exception) set out in section V.4.2., of this Prospectus.. It is hereby stated that this remaining amount does not incorporate an additional prepaid redemption of the bonds, and the amount will be distributed among the Bondholders as a bonus. (ii) When, in accordance with Law 2/1981 and Royal Decree 685/1982, any of the Issuers, at any moment during the life of the Mortgage Bonds they have issued, surpasses the issue limit for mortgage bonds, established by the dispositions applicable, and the Issuer is forced to redeem the Mortgage Bond included in the Fund. In this case, the mortgage bond may be repurchased by the Issuer as is established in section II (a) of this Prospectus. The Sociedad Gestora, on account of the Fund, will proceed to the reduction in nominal value of all the Bonds (corresponding to the First as well as the Second Bond Issue, if applicable) by an amount equivalent to the nominal value of the redeemed Mortgage Bond and the amount obtained by the repurchase of the Mortgage Bond by the Issuer will be applied, firstly to the interest and secondly to reduce the nominal value of the Bonds involved. 6

8 This document is an English-language version of a Spanish Prospectus. No document other than the Spanish Prospectus, which has been verified by the Comisión Nacional del Mercado de Valores, may be considered as having any legal effect whatsoever in respect to the Bonds. In this way, if applicable, the amounts remaining from the repurchased Mortgage Bond will be distributed among the Bondholders pro rata in respect of the Bonds issued to the debit of the Fund without applying the priority order of payments (which incorporates an exception) set out in section V.4.2., of this Prospectus.. It is hereby stated that this remaining amount does not incorporate an additional prepaid redemption of the bonds, and the amount will be distributed among the Bondholders as a bonus. If the Sociedad Gestora does not choose to sell the Mortgage Bond to its Issuer, and because of this the Issuer is obliged to proceed with the redemption of mortgage bonds and the mortgage Bond that needs to be redeemed is exactly the Mortgage Bond that has been integrated in the assets of the Fund, then this one must be redeemed, and the Sociedad Gestora with the amount obtained in the mentioned redemption will first pay the interest, and secondly will redeem the proportion of principal of the corresponding Bonds, and the rest ( the penalty interest of the Mortgage Bond, if applicable) will be applied, in accordance with the Priority Order of Payments of section V.4.2.of this Prospectus. (iii) When any of the Issuers is in breach of any of its payment obligations derived from the Mortgage Bond it has issued, the Sociedad Gestora will proceed to the partial early redemption of the Issue, through the reduction of the nominal amount of the Bonds (corresponding to the First as well as the Second Bond Issue, if applicable) equivalent to the nominal value of the unpaid Mortgage Bond. Once the amount from the foreclosure of the unpaid Mortgage Bond is obtained, the Sociedad Gestora will pay, from this amount, and in accordance with the priority order of section V.4.2. of this Prospectus. 5. Priority Order of Payments As a general rule, and in accordance with section V.4.2. of this Prospectus, income received by the Fund will be applied on each Payment Date to the following concepts, establishing as priority rule in the event of insufficient Funds, the following order of payments: (i) Expenses and taxes of the Fund, both ordinary and extraordinary. (ii) Payment of the interests of the Bonds. (iii) Remuneration of the Liquidity Line (iv) Reimbursement of the Liquidity Line (v) Only, on Payment Date coinciding with the Final Redemption Date, if applicable, blocking in the Treasury Account the amount of Provision for Extraordinary Expenses, in the case were on Final Redemption Date any Mortgage Bond is unpaid. (vi) Payment of Bond principal Amount (vii) Payment to the Issuers of the variable remuneration for the intermediary services. In the event of the early redemption of the Bonds, in accordance with section II, of this Prospectus, as applicable to Early Legal Redemption - in situations (a) 1. Surpassing Issue Limits and repurchase of the Mortgage Bond by the Issuers and (b)existence of Hidden Faults in Mortgage Bonds, the amount remaining following the repurchase of the Mortgage Bond will be distributed among the Bondholders pro rata amongst the bonds issued to the debit of the Fund, and only once the amounts due to the Sociedad Gestora on behalf of the Fund have been paid, in accordance with the partial redemption of the Issue, without applying said remaining amount to the following order, which incorporates an exception to the priority order. This remaining amount does not incorporate an additional early redemption of the Bonds, and is distributed among the 7

9 This document is an English-language version of a Spanish Prospectus. No document other than the Spanish Prospectus, which has been verified by the Comisión Nacional del Mercado de Valores, may be considered as having any legal effect whatsoever in respect to the Bonds. Bondholders as a bonus. In the remaining situations of said section, the priority order of section V.4.2. in this Prospectus, is followed. 6. Other Fund transactions 6.1 Credit Enhancement affecting the Securities Issued A number of credit enhancement features exist to improve the credit risk of the Bonds Issued by the Fund. Such features are: (i) Liquidity Line, described in section V.3.1. of this Prospectus: The Liquidity Line will be destined to meet obligations by the Fund, on a specific Payment Date, or on any other date until the Final Redemption Date (in the case of default of the Mortgage Bonds to meet Extraordinary Expenses of the Fund), including when there are insufficient Available Resources, as defined in section III.4.4. of this Prospectus. (ii) A Treasury Account at the Paying Agent at a guaranteed variable interest rate described in section V , which will receive : (i) amounts for Expenses, (ii) interest payments of the Mortgage Bonds, to be received at least 2 Business Days before each Bond Payment Date, in accordance with the physical share for each Mortgage Bond and section IV of this Prospectus, (iii) the principal amounts of the Mortgage Bonds to be received at least 2 Business Days before the Final Redemption Date of the Bonds, in accordance with the physical share of each Mortgage Bond and section IV of this Prospectus, (iv) withdrawals from the Liquidity Line, (v) any other amount received by the Fund, derived from the Mortgage Bonds, (vi) if applicable, the resulting liquidation, and corresponding share of the assets, (vii) the interest generated by the balance of the Fund s Treasury Account. 6.2 Provision for Extraordinary Expenses. In the Fund s Treasury Account, and in the case that it is required, the Provision for Extraordinary Expenses will be maintained. This Provision for Extraordinary Expenses consists in the following: if it transpires that on Final Redemption Date one of the Mortgage Bonds belonging to any Issuer remains unpaid, then on this date an amount will be blocked as set out in the Payment Priority Order described in section V.4.2. of this Prospectus. The amount blocked in the Treasury Account will be equivalent to the Maximum Available for Extraordinary Expenses from the Liquidity Line for the Issuer whose Mortgage Bond is unpaid, and which at this date has not been drawn as set out in Section V.3.1. which follows (hereinafter, the Extraordinary Expenses Provision ). 7. Rating of the Securities Issued by the Fund On the date of registration for this Prospectus there will be a preliminary rating of : - (Aaa) for the First Bond Issue assigned by Moody s Investors Service España, S.A;. - AAA for the First Bond Issue assigned by Fitch Ratings España, S.A., and - AAA for the First Bond Issue by Standard & Poor s. 8. Payment Dates and Notification Dates of Payment by the Fund to Bondholders: May 23 rd of each year or, if such day is not a Business Day, the immediately following Business Day. The first Payment Date will take place on May 23 rd, Dates of Notification of the amounts of redemption of the principal and interest of the Bonds (in the event of early redemption or regular maturity of the Mortgage Bonds) corresponding to the 8

10 This document is an English-language version of a Spanish Prospectus. No document other than the Spanish Prospectus, which has been verified by the Comisión Nacional del Mercado de Valores, may be considered as having any legal effect whatsoever in respect to the Bonds. immediately following Payment Date: Two (2) business days prior to each Payment Date, or if this date is not a Business Date, the following Business Day. 9. Early Liquidation (Call) and termination of the Fund The Fund shall be terminated in the following cases, notifying the CNMV and the Bondholders in such events: (i) When the Mortgage Bonds are totally repaid, including when the fiscal regime is significantly modified to affect the financial equilibrium of the Fund, and when the requisites set out in section III.6. have been fulfilled. (ii) When the Bonds issued are totally redeemed. (iii)when, in the opinion of the Sociedad Gestora, exceptional circumstances concur rendering impossible, or extremely difficult, the financial equilibrium of the Fund. This includes the modification of current legislation or the establishment of new taxes that might affect such equilibrium. In this case, the Sociedad Gestora, after notifying the CNMV and the Rating Agencies, will proceed to liquidate the Fund in accordance with the rules established in section V.4.2. of this Prospectus. (iv) In the event foreseen in Article 19 of Royal Decree 926/1998, that establishes the obligation to liquidate the Fund if four months after the forced substitution of the Sociedad Gestora, due to insolvency proceedings or bankruptcy, no other Sociedad Gestora has been found to take charge of the management of the Fund. (v) When a non-payment that indicates serious and permanent unbalance in relation to one of the Bonds issued takes place, or is expected to happen. In this case the Sociedad Gestora, following notification to the CNMV, will proceed to liquidate the Fund in accordance to the rules established in section V.4.2. of this Prospectus. (vi) In any event, on the date of the twenty third (23 trd) anniversary of the Closing Date of the First Bond Issue (Legal Maturity Date), or if such a date is not a Business Date, on the immediately following Business Date. (vii)in the absence of confirmation, prior to the beginning of the Subscription Period for the First Bond Issue, of the provisional ratings assigned to the First Bond Issue by the Rating Agencies. In this case, the incorporation of the Fund and the issue of the Bonds will be rescinded. 10. Listing of the Securities issued by the Fund This issue is expected to be listed on the AIAF Mercado de Renta Fija. Additionally, the Sociedad Gestora will request listing on the Luxembourg Stock Exchange, and may also request listing in other European markets. 11. Accounting Record of the Bonds The entity in charge of the accounting record of the Securities Issued by the Fund will be the Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.( IBERCLEAR ), or the entity which substitutes it, which will clear and settle transactions effected in relation to the Securities. The Bonds will be presented for admission at EUROCLEAR so that they may be listed in the Luxembourg Stock Exchange. 9

11 This document is an English-language version of a Spanish Prospectus. No document other than the Spanish Prospectus, which has been verified by the Comisión Nacional del Mercado de Valores, may be considered as having any legal effect whatsoever in respect to the Bonds. The Bonds will be presented for admission at EUROCLEAR so that they may be listed in the Luxembourg Stock Exchange. 12. Paying Agent The financial transactions involving the Bonds issued by the Fund will be serviced by Caja de Ahorros y Monte de Piedad de Madrid ( Caja Madrid ). 13. Risk of the Fund Risk of early redemption of the Mortgage Bonds: the Mortgage Bonds grouped in the Fund are susceptible to being paid in advance and therefore the Yield, duration, and redemption of the Bonds may suffer variations in respect of the amounts initially assumed for each Payment Date. These assumptions are included in section II of this prospectus. Risk of non-payment of the Mortgage Bonds: Holders shall bear the risk of non-payment of the Mortgage Bonds, taking into account the protection afforded by the credit enhancement mechanisms. Limited Liquidity: The Sociedad Gestora will execute the Subscription, Underwriting, Placing, and Liquidity Agreement, under which the Underwriters commit themselves to place and/or subscribe under their responsibility the Bonds, each one of the Underwrites being responsible for their allocated amount. The entities will be committed to providing liquidity until Final Redemption Date to the Bondholders under the terms of the contract, with aggregate daily volume limits and firm bid and offer quotes. Interest on late payments: Under no circumstances will the late payment of interest or principal to Bondholders result in the payment of further interest in their favour. Limited Protection: Investing in Bonds may be affected, among other things, by a downturn in general economic conditions which may adversely affect the payments of the Mortgage Bonds which support the issue of the Fund. Sufficiently high defaults could reduce, or even eliminate, the protection against losses in the portfolio enjoyed by the Bonds, provided by the existence of the credit enhancements described in section V.3. of this Prospectus. Nevertheless, both the payment of principal and interest of the Mortgage Bonds are, in accordance with article 12 of Law 2/1981, guaranteed, without the need to register individual mortgages over all the mortgages inscribed at any given time in favour of the Issuers, without prejudice to the universal responsibility of the Issuers. The creditor right of the Fund, as holder of the Mortgage Bonds, against the Issuers, will also allow the Fund to reclaim payments to the Issuers; the Fund, as Mortgage Bond holder, is a privileged creditor, with the preference established in Article 1923 of the Civil Code against the remaining creditors in respect of the totality of the mortgage loans inscribed by the Issuers. 14. Additional Information Illustrative Character of the Information: The information in the tables contained in this Prospectus regarding interest rates, redemption of principal, average life, yields, and specially the information contained in the Financial Service Table is provided only on an illustrative basis, and the stated amounts do not represent concrete payment obligations by the Fund to third parties on the corresponding dates or periods to which they refer. The data have been calculated under assumptions of absence of default and early redemption subject to continuous change; therefore, any investor interested in knowing the expected payment schedule on any particular date should request the pertinent information from the institutions authorised to distribute it, which are listed in 10

12 This document is an English-language version of a Spanish Prospectus. No document other than the Spanish Prospectus, which has been verified by the Comisión Nacional del Mercado de Valores, may be considered as having any legal effect whatsoever in respect to the Bonds. this Prospectus. As stated in section III.5. of this Prospectus, the Sociedad Gestora commits itself to make the information relating thereto available to the general public. In this manner the information collated in this Prospectus refers only to the First Issue of Mortgage Bonds and the First Bond Issue. Recourse in case of non-payment of the Mortgage Bonds: Neither the Bondholders or the Fund will have further recourse against the transferors and the Sociedad Gestora as a result of arrears or early redemption of the Bonds, except in the event that the Transferors and the Sociedad Gestora are in breach of one of its obligations under the Deed of Incorporation and in this Prospectus. The Sociedad Gestora is the only authorised representative of the Fund vis-à-vis third parties and in any legal proceedings, in accordance with the law. The obligations of the Transferors and the rest of the participants in the transaction are limited to those arising from the corresponding contracts relating to the Fund CEDULAS TDA 6; the relevant obligations are described in this Prospectus. Nature of this Prospectus: A prerequisite for the issue of the Bonds is its registration at the Official Register of the Comisión Nacional del Mercado de Valores, pursuant to Art. 26 and following of Law 24/1988, of July 28 th, (Ley del Mercado de Valores) in its current wording. This Prospectus is in line with the content established in Royal Decree 926/1998, and Royal Decree 291/1992 of March 27 th concerning issues and public offers of securities, and according to the provisions set out singularly in Royal Decree 5/2005, of March 11 th regarding urgent measures to increase productivity and for the improvement of public sector contracts. Notwithstanding the above, on July 1 st 2005 Ruling (CE) number 809/2004 from the Commission dated April 29 th 2004 related to the Directive 2003/71/CE from the European Parliament and Council dealing with the information to be contained in Prospectuses, the format, incorporation by reference to a register, publishing of prospectus and advertising, published in the Official Diary of The European Union dated April 30 th 2004, with correction of errors of on June 16 th 2004 (hereinafter, the Regulation 809/2004 ) will be compulsory for all member States. Given the execution of the Second Bond Issue, if applicable, past the date in which Regulation 809/2004 becomes in force, the information in this Prospectus will de required to be expanded by the requirement of having to register the relevant documentation in line with the requirements of the new Regulation and as requested by the CNMV. This Prospectus has been registered at the Official Register of the Comisión Nacional del Mercado de Valores on May 13 th The registration of the Prospectus by the Comisión Nacional del Mercado de Valores does not imply a recommendation to purchase the securities nor a view of any kind towards the solvency of the Fund or the rate of return, or the quality of the issue. It will only be implied and recognised that the Prospectus contains all the required information in compliance with the rules that determine its content and in no case whatsoever will the CNMV be responsible for the lack of truthfulness of the information herewith contained. The Sociedad Gestora is responsible to the holders of the Bonds for the information contained in the Prospectus. The present Prospectus does not incorporate an offer for subscription, purchase or sale of the Securities in jurisdictions in which such an offer is not in accordance with applicable law or to persons to whom their personal law does not authorise such offer. Group of Investors: due to the main characteristics of the issue, like the nominal amount of the Bonds and the placement procedure, distribution and sale, the issue is directed to institutional investors. 15. Participants 11

13 This document is an English-language version of a Spanish Prospectus. No document other than the Spanish Prospectus, which has been verified by the Comisión Nacional del Mercado de Valores, may be considered as having any legal effect whatsoever in respect to the Bonds. Issuers: Caja de Ahorros y Monte de Piedad de Madrid (Caja Madrid); Caja Castilla La Mancha (CCM);Monte de Piedad y Caja de Ahorros de Ronda, Cadíz, Almería, Malaga y Antequera (Unicaja); Caja de Ahorros y Monte de Piedad de Zaragoza, Aragón y La Rioja (Ibercaja); Caixa déstalvis de Terrassa (Caixa Terrassa); Caixa déstalvis del Penedés (Caixa Penedés); Banco Gallego, S.A.; Caixa d Estalvis de Manresa (Caixa Manresa), y Caixa de Aforros de Vigo, Ourense e Pontevedra (Caixanova). Transferors: Caja de Ahorros y Monte de Piedad de Madrid (Caja Madrid), Caja Madrid Bolsa, S.V., S.A. (Caja Madrid Bolsa) and EBN Banco de Negocios, S.A (EBN Banco). Promoter and Manager (Sociedad Gestora): Titulización de Activos, SGFT, S. A. (TdA) Custodian and Paying Agent: Caja de Ahorros y Monte de Piedad de Madrid (Caja Madrid). Lender: IXIS CORPORATE & INVESTMENT BANK, providing the Liquidity Line. Underwriters: Caja de Ahorros y Monte de Piedad de Madrid (Caja Madrid), Dresdner Bank Aktiengesellschaft (Dresdner Kleinwort Wasserstein), Ixis Corporate & Investment Bank (Ixis Cib), and ABN AMRO, N.V. Sucursal en España (ABN AMRO). Co-Managers: Caja de Ahorros y Monte de Piedad de Madrid (Caja Madrid) and EBN Banco de Negocios, S.A (EBN Banco). Design and structure : Caja de Ahorros y Monte de Piedad de Madrid (Caja Madrid) and Titulización de Activos, SGFT, S.A. (TdA). Legal Advisor: J&A Garrigues, S.L. Auditors: Ernst & Young. 12

14 This document is an English-language version of a Spanish Prospectus. No document other than the Spanish Prospectus, which has been verified by the Comisión Nacional del Mercado de Valores, may be considered as having any legal effect whatsoever in respect to the Bonds. TABLE OF CONTENTS CHAPTER I PERSONS ASSUMING RESPONSIBILITY FOR THE CONTENTS OF THIS PROSPECTUS Individuals Assuming Responsibility on Behalf of the Transferors for the Contents of this Prospectus SUPERVISING ENTITIES Reference to the Recording of the Issue in the Official Register of the Comisión Nacional del Mercado de Valores AUDIT REPORTS PROSPECTUS IN THE CASE OF THE SECOND BOND ISSUE 17 CHAPTER II 18 II.1 INFORMATION ON REQUIREMENTS AND OBLIGATORY PRIOR AGREEMENTS 18 II.1.1 Agreements of the Shareholder s Meeting, the Deed containing the Deed of Incorporation, and any other requirements that may be mandatory in accordance with applicable legislation. 18 II.1.2 Information on listing requirements for the Securities 20 II.2 PRIOR ADMINISTRATIVE AUTHORISATION 20 II.3 EVALUATION OF THE INHERENT RISK OF THE BONDS 20 II.3.1 Rating granted to the Bonds 20 II.3.2 Rating considerations 22 II.4 NATURE AND NAME OF THE BONDS ISSUED 23 II.4.1 Priority of Payments. 24 II.4.2 Other Risk Considerations. 24 II.5 FORM OF REPRESENTATION AND NAME AND ADDRESS OF THE ENTITY IN CHARGE OF ITS ACCOUNTING REGISTRY 26 II.6 TOTAL AMOUNT ISSUED BY THE FUND IN NOMINAL EURO, NUMBER OF BONDS, AND AMOUNT OF EACH BOND. 25 II.7 EFFECTIVE VALUE AND NOMINAL VALUE OF EACH BOND 26 II.8 COMMISSIONS AND RELATED EXPENSES OF ALL KINDS WHICH MUST BE BORNE BY THE INVESTORS UPON SUBSCRIPTION OF SECURITIES ISSUED BY THE FUND. 27 II.9 COMMISSIONS WHICH MUST BE BORNE BY THE INVESTORS OF BONDS REPRESENTED IN A BOOK ENTRY SYSTEM. 27 II.10 INTEREST CLAUSE 27 II.10.1 Nominal Interest 27 II.10.2 Dates, place, entities and procedure for the payment of interest 29 II.11 REDEMPTION OF THE BONDS 30 II.11.1 Redemption Price...30 II.11.2 Priority Order of Payments for the payment of principal of the Bonds 30 II.11.3 Redemption types for the Bonds...30 II.11.4 Maturity of the Bonds Issued 30 II.12 FINANCIAL SERVICING FOR THE FUND 35 II.12.1 Financial Magnitudes of the Bonds of the First Bond Issue 35 II.13 EFFECTIVE INTEREST RATE EXPECTED FOR THE BONDHOLDER (YIELD) 36 II.14 EFFECTIVE INTEREST RATE EXPECTED FOR THE ISSUER (THE FUND). 40 II.15 EXISTENCE OR NON-EXISTENCE OF SPECIAL GUARANTEES. 42 II.16 TRANSFERABILITY OF THE BONDS 42 II.17 LISTING OF THE BONDS ISSUED. 42 II.18 APPLICATIONS TO SUBSCRIBE OR PURCHASE SECURITIES. 43 II.18.1 Group of potential subscribers II.18.2 Legal suitability of the Bonds to be issued 43 II.18.3 Subscription Period...43 II.18.4 Where and with whom may the subscription be processed. 44 II.18.5 Method and settlement date (Closing Date) 44 II.18.6 Method and terms of delivery to the subscribers of the subscription bulletins or provisional certificates...44 II.19 PLACEMENT AND ALLOTMENT OF SECURITIES 44 13

15 This document is an English-language version of a Spanish Prospectus. No document other than the Spanish Prospectus, which has been verified by the Comisión Nacional del Mercado de Valores, may be considered as having any legal effect whatsoever in respect to the Bonds. II.19.1 Underwriting and offering entities...44 II.19.2 Co-Managers of the issue...45 II.19.3 Underwriting of the issue II.19.4 Pro Rata Assignment...47 II.20 METHOD AND TERM ESTABLISHED FOR THE FIRST REGISTRATION AND ASSIGNMENT OF BOOK ENTRY REFERENCES (REFERENCIAS DE REGISTRO). 47 II.21 APPLICABLE SPANISH LEGISLATION AND COMPETENT COURTS IN THE EVENT OF LITIGATION. 47 II.22 TAXATION CONSEQUENCES ON THE INCOME DERIVED FROM THE SECURITIES OFFERED. 48 II.23 PURPOSE OF THE TRANSACTION. 51 II.24 SECONDARY NEGOTIATION. ENTITIES COMMITTED TO TAKE PART IN THE SECONDARY MARKET PROVIDING LIQUIDITY, EXTENT OF THEIR CONTRIBUTION, AND MODUS OPERANDI. 51 II.25 LISTING OF INDIVIDUALS OR ENTITIES THAT HAVE TAKEN PART TO A SIGNIFICANT EXTENT IN THE PLANNING OR ADVICE REGARDING THE INCORPORATION OF THE FUND OR IN ANY SIGNIFICANT INFORMATION CONTAINED IN THE PROSPECTUS. 53 II.25.1 Schedule of participating entities...53 II.25.2 Statement of the Sociedad Gestora...53 II.25.3 Declaration of the Transferors...53 CHAPTER III 54 II.1 LEGAL BACKGROUND AND PURPOSE OF THE FUND 54 III.2 NAME OF THE FUND, INCORPORATION AND REGISTRATION 54 III.3 MANAGEMENT AND REPRESENTATION OF THE FUND AND OF THE BONDHOLDERS. 56 III.3.1 Duties and responsibilities assumed by the Sociedad Gestora 56 III.3.2 Remuneration for the Sociedad Gestora 57 III.3.3 Level of diligence of the Sociedad Gestora 57 III.4 EQUITY VALUE OF THE FUND 58 III.4.1 Description of the Assets of the Fund...58 III.4.2 Description of the Liabilities of the Fund 59 III.4.3 Expense...59 III.4.4 Income derived from the Fund 61 III.5 DRAWING-UP, VERIFICATION AND APPROVAL OF THE ANNUAL ACCOUNTS AND OTHER ACCOUNTING DOCUMENTATION OF THE FUND. NAME OF THE APPOINTED AUDITORS. 62 III.5.1 Obligations and foreseen term for drawing-up, verification and approval of the annual accounts and management report III.5.2 Obligations and foreseen term for disclosure to the public and submission to the CNMV of the periodic information of the financial situation of the Fund. 62 III.5.3 Notification to the Bondholders...64 III.5.4 Obligation to give notice of relevant facts and extraordinary notifications. 64 III.6 TAX REGIME OF THE FUND 64 III.7 AMENDMENTS TO THE DEED OF INCORPORATION 65 III.8 REPLACEMENT OF THE ENTITIES INVOLVED IN THE TRANSACTION 66 III.9 OUTSOURCING BY THE PARTICIPATING ENTITIES 69 III.10 EARLY LIQUIDATION AND TERMINATION OF THE FUND 69 CHAPTER IV 71 IV.1 OBJECT FOR THE ESTABLISHMENT OF THE FUND 71 IV.2 FUNDS ASSETS 72 IV.2.1 Amount and distribution 72 IV.2.2 Mortgage Bond Documentation 755 IV.2.3 Legal and financial character of the Mortgage Bonds..75 IV.2.4 Loan portfolio backing the Mortgage Bond Issues..79 IV.2.5 Transfer and price of the transfer (sale) of the Mortgage Bonds.95 IV.2.6 Mortgage Bond interest withholding tax regime.98 IV.2.7 Mortgage Bond substitution regulations. 98 IV.2.8 Responsibility of the Transferors of the Mortgage Bonds 99 IV.2.9 Rights granted to the Fund through the sale of the Mortgage Bonds...99 IV.2.10 Information rights of the Mortgage Bondholders IV.2.11 Actions resulting from the non-payment of the Mortgage Bonds

16 This document is an English-language version of a Spanish Prospectus. No document other than the Spanish Prospectus, which has been verified by the Comisión Nacional del Mercado de Valores, may be considered as having any legal effect whatsoever in respect to the Bonds. IV.3 STATEMENTS AND GUARANTEES FROM THE TRANSFERORS AND ISSUERS. 100 IV.4 REGIME APPLICABLE TO THE MANAGEMENT AND ADMINISTRATION OF THE MORTGAGE BONDS. 102 CHAPTER V 105 V.1 INITIAL BALANCE SHEET OF THE FUND AND DESCRIPTIVE TABLE OF THE DIFFERENT HYPOTHESES AND PREDICTED PERFORMANCE OF THE FINANCIAL FLOWS OF THE FUND 99 V.1.1 Assumed hypotheses and numerical schedule of the income and cost flows for the Fund, at the time of the First Issue. 99 V.1.2 Assumed hypotheses and numerical schedule of the income and cost flows for the Fund, at the time of the Second Issue. 104 V.1.3 Calendar of the Fund 108 V.2 ACCOUNTING PRACTICES OF THE FUND 108 V.2.1 Accounting Period V.3 OTHER FINANCIAL TRANSACTIONS AND CREDIT ENHANCEMENTS 108 V.3.1 Liquidity Line Agreement 109 V.3.2 Variable remuneration Finantial Mediation V.3.3 Provision for Extraordinary Expenses.118 V.3.4 Deposit account for Fund resources 114 V.4 ORDINARY AND EXCEPTIONAL PAYMENT PRIORITY RULES OF THE FUND 114 V.4.1 On the Closing Date of the Fund and issue of the First Bond Issue 114 V.4.2 From the Date of Incorporation of the Fund until the total redemption of the Bonds 115 V.4.3 Exceptional rules of payment priority of the Fund. 121 CHAPTER VI RELATING TO THE COMPANY, EXCEPT ITS CAPITAL Registered Office Establishment and Registration in the Registro Mercantil Corporate Purpose Place in which the documents cited in this Prospectus, or any further documents deriving therefrom, may be consulted RELATING TO THE SHARE CAPITAL Nominal amount subscribed and fully paid Classes of Shares Evolution of the Capital Over the Past Three Years DATA RELATIVE TO SHAREHOLDINGS Existence or not of shareholdings in other companies Corporate Groups to which the Sociedad Gestora belongs to Relevant Shareholders REPRESENTATIVE BODIES Board of Directors Chief Executive Officer INTERESTS IN THE COMPANY HELD BY PERSONS THAT ARE MEMBERS OF THE REPRESENTATIVE BODIES IDENTIFICATION OF PERSONS OR ENTITIES LENDING TO THE SOCIEDAD GESTORA, AND HOLDING MORE THAN 10% OF THE DEBTS THEREOF, QUANTIFYING SUCH INTEREST IN EACH CASE EXISTENCE OF LAWSUITS AND LEGAL PROCEEDINGS THAT MIGHT AFFECT THE ECONOMIC AND FINANCIAL SITUATION OF THE SOCIEDAD GESTORA 120 CHAPTER VII 121 VII.1 DEFINITION OF THE ASSETS 121 VII.2 RISK OF THE FUND 121 VII.2.1 Risks of the assets 121 VII.2.2 Structural risks 121 VII.2.3 Management functions 121 VII.2.4 Risks in relation to the Bonds