Offering Memorandum MOUNTAIN VIEW FUNDING CLO , LTD. MOUNTAIN VIEW FUNDING CLO , CORP.

Transcription

1 Offering Memorandum MOUNTAIN VIEW FUNDING CLO , LTD. MOUNTAIN VIEW FUNDING CLO , CORP. $305,000,000 Class A-1 Floating Rate Notes Due April 2019 $40,000,000 Class A-2 Variable Funding Floating Rate Notes Due April 2019 $18,000,000 Class B-1 Floating Rate Notes Due April 2019 $8,000,000 Class B-2 Fixed Rate Notes Due April 2019 $11,000,000 Class C-1 Floating Rate Deferrable Notes Due April 2019 $12,000,000 Class C-2 Fixed Rate Deferrable Notes Due April 2019 $19,500,000 Class D Floating Rate Deferrable Notes Due April 2019 $13,500,000 Class E Floating Rate Deferrable Notes Due April ,500 Preference Shares, Par Value $0.01 Per Share $7,000,000 Combination Securities Due April 2019* Seix Advisors * The Combination Securities consist of Components representing $3,200,000 in aggregate principal amount of the Class E Notes and 3,800 Preference Shares with an issuance amount of $1,000 per share. Mountain View Funding CLO , Ltd. (the Issuer ) and Mountain View Funding CLO , Corp. (the Co-Issuer and, together with the Issuer, the Co- Issuers ) will issue $305,000,000 Class A-1 Floating Rate Notes, due April 2019 (the Class A-1 Notes ), $40,000,000 Class A-2 Variable Funding Floating Rate Notes, due April 2019 (the Class A-2 Notes and, together with the Class A-1 Notes, the Class A Notes ), $18,000,000 Class B-1 Floating Rate Notes, due April 2019 (the Class B-1 Notes ), $8,000,000 Class B-2 Fixed Rate Notes, due April 2019 (the Class B-2 Notes and, together with the Class B-1 Notes, the Class B Notes ), $11,000,000 Class C-1 Floating Rate Deferrable Notes, due April 2019 (the Class C-1 Notes ), $12,000,000 Class C-2 Fixed Rate Deferrable Notes, due April 2019 (the Class C-2 Notes and, together with the Class C- 1 Notes, the Class C Notes ) and $19,500,000 Class D Floating Rate Deferrable Notes, due April 2019 (the Class D Notes and, together with the Class A Notes, the Class B Notes and the Class C Notes, the Co-Issued Notes ). In addition, the Issuer will issue $13,500,000 Class E Floating Rate Deferrable Notes, due April 2019 (the Class E Notes and, together with the Co-Issued Notes, the Notes ). In addition, the Issuer will issue $7,000,000 Combination Securities due April 2019 (the Combination Securities ) and 35,500 Preference Shares, par value $0.01 per share, with an issuance amount of $1,000 per share (the Preference Shares and, together with the Notes and the Combination Securities, the Securities ). (continued on page ii) The Notes will be secured primarily by a diversified portfolio of Loans (as defined herein) made primarily to corporate obligors organized in the United States, Canada, Moody s Group Countries (as defined herein) and Tax Advantaged Jurisdictions (as defined herein) and, subject to the limits described herein, High Yield Bonds, Senior Secured Floating Rate Notes and Synthetic Securities (each, as defined herein). This document constitutes a prospectus under the Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading (the Prospectus Directive ). See Risk Factors in this offering memorandum (this Offering Memorandum ) for a description of certain factors that should be considered in connection with an investment in the Securities. The Securities being offered hereby have not been and will not be registered under the Securities Act of 1933, as amended (the Securities Act ), or the securities laws of any state of the United States or any other relevant jurisdiction. The Co-Issuers have not been and will not be registered under the United States Investment Company Act of 1940, as amended (the Investment Company Act ), in reliance on the exemption provided by Section 3(c)(7) thereof. The Securities offered hereby are being offered by the Issuer (i) in the United States to persons who are both Qualified Institutional Buyers (as defined herein) and Qualified Purchasers (within the meaning of the Investment Company Act), (ii) outside the United States to persons who are neither U.S. persons (as defined in Regulation S (as defined herein)) nor U.S. residents (as defined for purposes of the Investment Company Act) in offshore transactions in reliance on Regulation S, and (iii) with respect to the Preference Shares, also in the United States to persons who are both Accredited Investors (as defined herein) and Qualified Purchasers. Each initial purchaser of the Class A-1 Notes, Class B Notes, Class C Notes, Class D Notes and Class E Notes in making its purchase will be deemed to have made certain acknowledgments, representations and agreements as set forth under Transfer Restrictions. Each initial purchaser of the Class A-2 Notes in making its purchase will be required to make certain acknowledgments, representations and agreements set forth under Transfer Restrictions in a Class A-2 Note Purchase Agreement (as defined herein). Each initial purchaser of the Combination Securities and the Preference Shares in making its purchase will be required to make certain acknowledgments, representations and agreements set forth under Transfer Restrictions in a Preference Share Subscription Agreement (each as defined herein) to be delivered to the Issuer and the Initial Purchaser. Prospective purchasers are hereby notified that the seller of any Securities may be relying on an exemption from the registration requirements of Section 5 of the Securities Act provided by Rule 144A (as defined herein) or otherwise. The Securities are subject to other restrictions on transferability and resale as set forth in Description of the Securities Form, Registration and Transfer of the Securities and Transfer Restrictions. The Notes will be offered by SunTrust Capital Markets, Inc. (the Initial Purchaser ), subject to prior sale, when, as and if issued at the prices shown above. The Preference Shares will be offered through SunTrust Capital Markets, Inc., subject to prior sale, when, as and if issued, through privately negotiated transactions at varying prices. The Initial Purchaser reserves the right to withdraw, cancel or modify such offer and to reject orders in whole or in part. It is expected that the Securities being offered hereby will be delivered on or about May 23, 2006 (the Closing Date ), in New York, New York against payment therefor in immediately available funds. It is expected that the Notes (other than the Class A-2 Notes) offered in reliance on Rule 144A and each of the Securities (other than the Class A-2 Notes) offered outside the United States in reliance on Regulation S will be represented by one or more permanent global securities in definitive, fully registered form without interest coupons, deposited with, and registered in the name of, DTC (as defined herein) or its nominee (which, with respect to the Securities offered outside the United States, will be for the respective accounts of Euroclear and Clearstream (each, as defined herein)). The Combination Securities and the Preference Shares offered in reliance on Rule 144A and the Class A-2 Notes offered in reliance on Rule 144A or offered outside the United States in reliance on Regulation S will be delivered in definitive, fully registered, certificated form, registered in the name of the beneficial owner thereof. It is a condition to the issuance of the Securities that the Notes, the Combination Securities and the Preference Shares be issued concurrently. The date of this Offering Memorandum is June 8, 2006.

2 (continued from the cover page) Unless earlier redeemed in accordance with the Priority of Payments (as defined herein), the Securities are scheduled to be redeemed on the Payment Date (as defined herein) occurring on the April 2019 Payment Date (with respect to the Notes and the Combination Securities, the Stated Maturity and, with respect to the Preference Shares, the Scheduled Preference Share Redemption Date ). Seix Advisors, a Fixed Income Division of Trusco Capital Management, Inc., a wholly owned subsidiary of SunTrust Banks, Inc. ( Seix Advisors or the Collateral Manager ) will manage the Collateral (as defined herein) pledged to secure the Notes on behalf of the Issuer. The net proceeds of the offering of the Securities, after payment of applicable fees and expenses and certain other costs described herein, will be used by the Issuer to purchase (i) a diversified portfolio of Underlying Assets (as defined herein), consisting (a) primarily of Loans (as defined herein) made to corporate obligors organized in the United States, Canada, Moody s Group Countries (as defined herein), Maritime Jurisdictions (as defined herein) and Tax Advantaged Jurisdictions (as defined herein) and (b) subject to the limits described herein, of High Yield Bonds, Senior Secured Floating Rate Notes and Synthetic Securities (each, as defined herein), (ii) Eligible Investments (as defined herein) for deposit into one or more secured accounts under the Indenture (as defined herein) for the purchase of additional Underlying Assets and the other purposes described herein from time to time in the future, and (iii) certain other Collateral that may be acquired from time to time as described herein. See Security for the Notes General. The Collateral will be the sole source of distributions on the Securities. It is a condition to the issuance of the Securities that each of the Class A-1 Notes and the Class A- 2 Notes be rated Aaa by Moody s Investors Service, Inc. ( Moody s ) and AAA by Standard & Poor s Ratings Services, a Division of The McGraw-Hill Companies, Inc. ( Standard & Poor s ), the Class B-1 Notes and the Class B-2 Notes be rated at least Aa2 by Moody s and at least AA by Standard & Poor s, the Class C-1 Notes and the Class C-2 Notes be rated at least A2 by Moody s and at least A by Standard & Poor s, the Class D Notes be rated at least Baa2 by Moody s and at least BBB by Standard & Poor s, the Class E Notes be rated at least Ba2 by Moody s and at least BB by Standard & Poor s, the Combination Securities be rated at least Ba2 by Moody s (which, with respect to the Combination Securities, will be solely with respect to the ultimate repayment of the initial principal amount thereof by their Stated Maturity). The Moody s rating of the Combination Securities relies upon the utilization of amounts received in respect of each Component thereof to amortize the principal amount of such Combination Security. The Preference Shares will not be rated. Application will be made to the Irish Financial Services Regulatory Authority, as competent authority under Directive 2003/71/EC, for the prospectus to be approved. Such approval relates only to Notes which are to be admitted to trading on the regulated market of the Irish Stock Exchange or other regulated markets for the purposes of Directive 93/22/EEC or which are to be offered to the public in any Member State of the European Economic Area. Application will be made to the Irish Stock Exchange for the Notes (other than the Class A-2 Notes) to be admitted to the Official List and trading on its regulated market. There can be no assurance that such admission will be granted. The Securities are not insured or guaranteed by any governmental agency, or otherwise. The Issuer will not have any substantial assets other than the Collateral pledged to secure the Notes. The Co- Issuer will not have any substantial assets. The Preference Shares will be part of the share capital of the Issuer and, as such, their entitlement is limited to the Collateral and any other assets remaining after payment of all liabilities (including the Notes) ranking ahead of them pursuant to the Preference Share Documents (as defined herein), the Indenture (as defined herein) and the laws of the Cayman Islands. The Securities do not represent interests in, or obligations of, and are not insured or guaranteed by, the Collateral Manager, the Initial Purchaser, the Trustee, the Preference Share Paying Agent, the Class A-2 Note Agent, the Collateral Administrator, the Administrator, the Share Trustee or any of their respective affiliates, officers or directors or any other person or entity. ii

3 No person is authorized in connection with any offering made hereby to give any information or make any representation other than as contained herein and, if given or made, such information or representation must not be relied upon as having been authorized by the Issuer, the Co-Issuer, the Collateral Manager or the Initial Purchaser. This Offering Memorandum does not constitute an offer to sell, or a solicitation of an offer to buy, (i) any securities other than the Securities or (ii) any Securities in any jurisdiction in which it is unlawful to make such an offer or solicitation. The distribution of this Offering Memorandum and the offering of the Securities in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Memorandum comes are required by the Co-Issuers and the Initial Purchaser to inform themselves about, and to observe, any such restrictions. In particular, there are restrictions on the distribution of this Offering Memorandum, and the offer and sale of the Securities, in the Cayman Islands, the United Kingdom and the United States. See Subscription and Sale. Neither the delivery of this Offering Memorandum nor any sale made hereunder shall under any circumstances imply that there has been no change in the affairs of the Issuer or the Co-Issuer or that the information herein is correct as of any date subsequent to the date hereof. The Co-Issuers (or, with respect to the Combination Securities, Class E Notes and Preference Shares, the Issuer) and the Initial Purchaser, as the case may be, reserve the right, for any reason, to reject any offer to purchase in whole or in part, or to sell less than the stated initial principal amount of the Notes or the Combination Securities or the number of Preference Shares. This Offering Memorandum is personal to each offeree to whom it has been delivered on behalf of the Co-Issuers, the Initial Purchaser or any affiliate thereof and does not constitute an offer to any other person or to the public generally to subscribe for or otherwise acquire the Securities. Without the prior written consent of the Initial Purchaser, this Offering Memorandum may not be reproduced or provided to others who are not directly concerned with a prospective investor s decision regarding such investment. Notwithstanding anything herein to the contrary, each offeree of the Securities (and each employee, representative or other agent of such offeree) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials of any kind (including opinions or other tax analyses) that are provided to such offeree relating to such tax treatment and tax structure. For purposes of this paragraph, the terms tax treatment, tax structure, and tax analyses have the respective meanings given to such terms under Treasury Regulation section (c). Subject to the restrictions and considerations discussed in Certain ERISA Considerations, the Class A-1 Notes, Class B Notes, Class C Notes and Class D Notes are generally eligible for purchase by and transfer to employee benefit plans and other retirement accounts. Each initial purchaser or subsequent transferee of Notes will be required or deemed (as applicable) to make certain ERISA-related representations, warranties and covenants described in Certain ERISA Considerations and Transfer Restrictions, below. The Preference Shares, Combination Securities, Class E Notes and the Class A-2 Notes may not be purchased by or transferred to any employee benefit plan within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ( ERISA ) (whether or not subject to ERISA, and including, without limitation, foreign or government plans), any plan described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the Code ), or any entity whose underlying assets include plan assets of any of the foregoing by reason of an employee benefit plan s or other plan s investment in such entity (each, a Benefit Plan Investor ) except for an insurance company iii

4 using the assets of its general account that makes the specific representations, warranties and covenants described in Certain ERISA Considerations and Transfer Restrictions, below. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, AND NONE OF THE FOREGOING AUTHORITIES HAS CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS OFFERING MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. NOTICE TO NEW HAMPSHIRE RESIDENTS Neither the fact that a registration statement or an application for a license has been filed under Chapter 421-B of the New Hampshire revised statutes with the State of New Hampshire nor the fact that a security is effectively registered or a person is licensed in the State of New Hampshire constitutes a finding by the Secretary of State that any document filed under RSA 421-B is true, complete and not misleading. Neither any such fact nor the fact that an exemption or exception is available for a security or a transaction means that the Secretary of State has passed in any way upon the merits or qualifications of, or recommended or given approval to, any person, security or transaction. It is unlawful to make, or cause to be made, to any prospective purchaser, customer or client any representation inconsistent with the provisions of this paragraph. The distribution of this Offering Memorandum and the offering and sale of the Regulation S Securities in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Memorandum comes are required by the Co-Issuers or the Initial Purchaser to inform themselves about and to observe any such restrictions. For a further description of certain restrictions on offering and sale of the Regulation S Securities, see Transfer Restrictions and Plan of Distribution. This Offering Memorandum does not constitute an offer of, or an invitation to purchase, any of the Securities represented thereby in any jurisdiction in which such offer or invitation would be unlawful. NOTICE TO RESIDENTS OF AUSTRALIA NO PROSPECTUS, DISCLOSURE DOCUMENT, OFFERING MATERIAL OR ADVERTISEMENT IN RELATION TO THE SECURITIES HAS BEEN LODGED WITH THE AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION OR THE AUSTRALIAN STOCK EXCHANGE LIMITED. ACCORDINGLY, A PERSON MAY NOT (A) MAKE, OFFER OR INVITE APPLICATIONS FOR THE ISSUE, SALE OR PURCHASE OF THE SECURITIES WITHIN, TO OR FROM AUSTRALIA (INCLUDING AN OFFER OR INVITATION WHICH IS RECEIVED BY A PERSON IN AUSTRALIA) OR (B) DISTRIBUTE OR PUBLISH THIS INFORMATION MEMORANDUM OR ANY OTHER PROSPECTUS, DISCLOSURE DOCUMENT, OFFERING MATERIAL OR ADVERTISEMENT RELATING TO THE SECURITIES IN AUSTRALIA, UNLESS iv

5 (i) THE MINIMUM AGGREGATE CONSIDERATION PAYABLE BY EACH OFFEREE IS THE U.S. DOLLAR EQUIVALENT OF AT LEAST A$500,000 (DISREGARDING MONEYS LENT BY THE OFFEROR OR ITS ASSOCIATES) OR THE OFFER OTHERWISE DOES NOT REQUIRE DISCLOSURE TO INVESTORS IN ACCORDANCE WITH PART 6D.2 OF THE CORPORATIONS ACT 2001 (CWLTH) OF AUSTRALIA; AND (ii) SUCH ACTION COMPLIES WITH ALL APPLICABLE LAWS AND REGULATIONS. NOTICE TO RESIDENTS OF AUSTRIA THIS OFFERING MEMORANDUM IS NOT A PROSPECTUS UNDER THE AUSTRIAN CAPITAL MARKETS ACT OR THE AUSTRIAN INVESTMENT FUNDS ACT. THIS OFFERING MEMORANDUM HAS NOT BEEN EXAMINED BY A PROSPECTUS AUDITOR AND NO PROSPECTUS ON THE PRIVATE PLACEMENT OF THE SECURITIES HAS BEEN PUBLISHED OR WILL BE PUBLISHED IN AUSTRIA. THE SECURITIES ARE OFFERED IN AUSTRIA ONLY TO A RESTRICTED AND SELECTED NUMBER OF PROFESSIONAL AND SOPHISTICATED INDIVIDUAL INVESTORS, AND NO PUBLIC OFFERING OF THE SECURITIES IN AUSTRIA IS BEING MADE OR IS INTENDED TO BE MADE. THE SECURITIES CAN ONLY BE ACQUIRED FOR A COMMITMENT EXCEEDING EUR 50,000 OR ITS EQUIVALENT VALUE IN ANY FOREIGN CURRENCY. NOTICE TO RESIDENTS OF BAHRAIN EACH OF THE CO-ISSUERS, THE COLLATERAL MANAGER, AND THE INITIAL PURCHASER REPRESENTS AND WARRANTS THAT IT HAS NOT MADE AND WILL NOT MAKE ANY INVITATION TO THE PUBLIC IN THE STATE OF BAHRAIN TO SUBSCRIBE FOR THE SECURITIES AND THAT THIS DOCUMENT WILL NOT BE ISSUED, PASSED TO, OR MADE AVAILABLE TO THE PUBLIC GENERALLY. NOTICE TO RESIDENTS OF BELGIUM THE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR DELIVERED IN OR FROM BELGIUM AS PART OF THEIR INITIAL DISTRIBUTION OR AT ANY TIME THEREAFTER, DIRECTLY OR INDIRECTLY, OTHER THAN TO PERSONS OR ENTITIES MENTIONED IN ARTICLE 3 OF THE ROYAL DECREE OF JANUARY 9, 1991 RELATING TO THE PUBLIC CHARACTERISTIC OF OPERATIONS CALLING FOR SAVINGS AND ON THE ASSIMILATION OF CERTAIN OPERATIONS TO A PUBLIC OFFER (BELGIAN OFFICIAL JOURNAL OF JANUARY 12, 1991). THEREFORE, THE SECURITIES ARE EXCLUSIVELY DESIGNED FOR CREDIT INSTITUTIONS, STOCK EXCHANGE COMPANIES, COLLECTIVE INVESTMENT FUNDS, COMPANIES OR INSTITUTIONS, INSURANCE COMPANIES AND/OR PENSION FUNDS ACTING FOR THEIR OWN ACCOUNT ONLY. NOTICE TO RESIDENTS OF CANADA (OFFERING IN THE PROVINCES OF BRITISH COLUMBIA, MANITOBA, ONTARIO AND QUEBEC ONLY) THIS DOCUMENT PROVIDES INFORMATION ON AN OFFERING OF THE SECURITIES DESCRIBED HEREIN ONLY IN THOSE JURISDICTIONS AND TO THOSE PERSONS WHERE v

6 AND TO WHOM THEY MAY BE LAWFULLY OFFERED FOR SALE, AND THEREIN ONLY BY PERSONS PERMITTED TO SELL SUCH SECURITIES. THIS DOCUMENT IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE CONSTRUED AS, AN ADVERTISEMENT OR A PUBLIC OFFERING OF THE SECURITIES REFERRED TO HEREIN IN CANADA. NO SECURITIES COMMISSION OR SIMILAR AUTHORITY IN CANADA HAS REVIEWED OR IN ANY WAY PASSED UPON THIS DOCUMENT OR THE MERITS OF THE SECURITIES DESCRIBED HEREIN AND ANY REPRESENTATION TO THE CONTRARY IS AN OFFENCE. THE DISTRIBUTION OF THE SECURITIES IN CANADA WILL BE MADE ONLY ON A PRIVATE PLACEMENT BASIS AND WILL BE EXEMPT FROM THE REQUIREMENT THAT THE ISSUERS PREPARE AND FILE A PROSPECTUS WITH THE RELEVANT CANADIAN SECURITIES REGULATORY AUTHORITIES. ACCORDINGLY, ANY RESALE OF THE SECURITIES MUST BE MADE IN ACCORDANCE WITH APPLICABLE SECURITIES LAWS, WHICH WILL VARY DEPENDING ON THE RELEVANT JURISDICTION, AND WHICH MAY REQUIRE RESALES TO BE MADE IN ACCORDANCE WITH EXEMPTIONS FROM REGISTRATION AND PROSPECTUS REQUIREMENTS. CANADIAN PURCHASERS ( PURCHASERS ) ARE ADVISED TO SEEK LEGAL ADVICE PRIOR TO ANY RESALE OF THE SECURITIES. EACH PURCHASER WHO RECEIVES A PURCHASE CONFIRMATION REGARDING THE SECURITIES WILL BE DEEMED TO HAVE REPRESENTED TO THE CO-ISSUERS OR THE INITIAL PURCHASER, AS APPLICABLE, AND ANY DEALER FROM WHOM SUCH CONFIRMATION IS RECEIVED THAT (I) SUCH PURCHASER IS ENTITLED UNDER APPLICABLE CANADIAN PROVINCIAL SECURITIES LAWS TO PURCHASE SUCH SECURITIES WITHOUT THE BENEFIT OF A PROSPECTUS QUALIFIED UNDER SUCH SECURITIES LAWS, (II) SUCH PURCHASER HAS REVIEWED THE RESALE RESTRICTIONS IN THE DEFINITIVE OFFERING MEMORANDUM, (III) WHERE REQUIRED BY LAW, SUCH PURCHASER IS PURCHASING AS PRINCIPAL AND NOT AS AGENT, (IV) THE AGGREGATE ACQUISITION COST OF PURCHASING THE SECURITIES FOR SUCH PURCHASER IS AT LEAST CDN $500,000 AND, IF PURCHASING AS AGENT IN THE PROVINCES OF MANITOBA OR ONTARIO, AT LEAST CDN $500,000 PER ACCOUNT ON BEHALF OF WHICH SUCH PURCHASE IS EFFECTED, (V) IF SUCH PURCHASER IS LOCATED IN MANITOBA, SUCH PURCHASER IS NOT AN INDIVIDUAL AND IS PURCHASING FOR INVESTMENT ONLY AND NOT WITH A VIEW TO RESALE OR DISTRIBUTION, (VI) IF SUCH PURCHASER IS LOCATED IN ONTARIO, A DEALER REGISTERED AS AN INTERNATIONAL DEALER IN ONTARIO MAY SELL SECURITIES TO SUCH PURCHASER, AND (VII) IF SUCH PURCHASER IS LOCATED IN QUEBEC, SUCH PURCHASER IS A SOPHISTICATED PURCHASER WITHIN THE MEANING OF SECTION 43 OF THE SECURITIES ACT (QUEBEC). CONTRACTUAL RIGHT OF ACTION FOR RESCISSION OR DAMAGES (OFFERING IN ONTARIO) THE SECURITIES WHICH WILL BE OFFERED ARE THOSE OF A FOREIGN ISSUER, AND ONTARIO PURCHASERS WILL NOT RECEIVE THE CONTRACTUAL RIGHT OF ACTION PRESCRIBED BY SECTION 32 OF THE REGULATION UNDER THE SECURITIES ACT (ONTARIO). AS A RESULT, ONTARIO PURCHASERS MUST RELY ON OTHER REMEDIES THAT MAY BE AVAILABLE, INCLUDING COMMON LAW RIGHTS OF ACTION FOR DAMAGES OR RESCISSION OR RIGHTS OF ACTION UNDER THE CIVIL LIABILITY PROVISIONS OF THE U.S. FEDERAL SECURITIES LAWS. THE CO-ISSUERS AS WELL AS THE OTHER PERSONS NAMED HEREIN MAY BE LOCATED OUTSIDE OF CANADA AND, AS A RESULT, IT MAY NOT BE POSSIBLE FOR vi

7 ONTARIO PURCHASERS TO EFFECT SERVICE OF PROCESS WITHIN CANADA UPON THE CO-ISSUERS OR SUCH OTHER PERSONS. ALL OR A SUBSTANTIAL PORTION OF THE ASSETS OF THE CO-ISSUERS AND SUCH OTHER PERSONS MAY BE LOCATED OUTSIDE OF CANADA AND, AS A RESULT, IT MAY NOT BE POSSIBLE TO SATISFY A JUDGMENT AGAINST THE CO-ISSUERS OR SUCH OTHER PERSONS IN CANADA OR TO ENFORCE A JUDGMENT OBTAINED IN CANADIAN COURTS AGAINST SUCH CO-ISSUERS OR OTHER PERSONS OUTSIDE OF CANADA. THE FOREGOING SUMMARY IS SUBJECT TO THE EXPRESS PROVISIONS OF THE SECURITIES ACT (ONTARIO), AND THE REGULATIONS THEREUNDER AND REFERENCE IS MADE THERETO FOR THE COMPLETE TEXT OF SUCH PROVISIONS. SUCH PROVISIONS MAY CONTAIN LIMITATIONS AND STATUTORY DEFENSES ON WHICH THE ISSUERS MAY RELY. THE RIGHTS DISCUSSED ABOVE ARE IN ADDITION TO AND WITHOUT DEROGATION FROM ANY OTHER RIGHT OR REMEDY WHICH INVESTORS MAY HAVE AT LAW. LANGUAGE OF DOCUMENTS EACH INVESTOR ACKNOWLEDGES THAT ITS EXPRESS WISH IS THAT ALL DOCUMENTS EVIDENCING OR RELATING IN ANY WAY TO THE SALE OF THE SECURITIES BE DRAWN UP IN THE ENGLISH LANGUAGE ONLY. VOUS RECONNAISSEZ PAR LES PRÉSENTES QUE C EST PAR VOTRE VOLONTÉ EXPRESSE QUE TOUS LES DOCUMENTS FAISANT FOI OU SE RAPPORTANT DE QUELQUE MANIÈRE QUE CE SOIT Á LA VENTE DES VALEURS MOBILIÈRES DÈCRITES AUX PRÉSENTES SOIENT RÉDIGÉS EN ANGLAIS SEULEMENT. NOTICE TO THE PUBLIC OF CAYMAN ISLANDS NO INVITATION MAY BE MADE TO THE PUBLIC IN THE CAYMAN ISLANDS TO SUBSCRIBE FOR SECURITIES OF THE ISSUER, AND THIS DOCUMENT MAY NOT BE ISSUED OR PASSED TO ANY SUCH PERSON. NOTICE TO RESIDENTS OF FINLAND THIS DOCUMENT HAS BEEN PREPARED FOR PRIVATE INFORMATION PURPOSES OF INTERESTED INVESTORS ONLY. IT MAY NOT BE USED FOR AND SHALL NOT BE DEEMED A PUBLIC OFFERING OF THE SECURITIES. THE RAHOITUSTARKASTUS HAS NOT AUTHORIZED ANY OFFERING OF THE SUBSCRIPTION OF THE SECURITIES; ACCORDINGLY, THE SECURITIES MAY NOT BE OFFERED OR SOLD IN FINLAND OR TO RESIDENTS THEREOF EXCEPT AS PERMITTED BY FINNISH LAW. THIS DOCUMENT IS STRICTLY FOR PRIVATE USE BY ITS HOLDER AND MAY NOT BE PASSED ON TO THIRD PARTIES. vii

8 NOTICE TO RESIDENTS OF FRANCE CETTE NOTE D INFORMATION N A PAS ÉTÉ SOUMISE AU VISA DE LA COMMISSION DES OPÉRATIONS DE BOURSE. PAR CONSÉQUENT, NI CETTE NOTE D INFORMATION, NI TOUT AUTRE DOCUMENT PROMOTIONNEL SE RAPPORTANT AUX INTÉRÊTS NE POURRONT ÉTRE COMMUNIQUÉS AU PUBLIC OU UTILISÉS DANS LE CADRE OFFRE DE SOUSCRIPTION OU DE VENTE DES INTÉRÊTS EN FRANCE ET LES INTÉRÊTS NE PEUVENT ÉTRE ÉMIS, OFFERTS OU CÉDÉS DE TOUTE FAÇON EN FRANCE. THIS DOCUMENT HAS NOT BEEN SUBMITTED TO LA COMMISSION DES OPÉRATIONS DE BOURSE IN FRANCE. ACCORDINGLY, NEITHER THIS DOCUMENT NOR ANY OTHER OFFERING MATERIAL RELATING TO THE SECURITIES MAY BE AVAILABLE TO THE PUBLIC OR USED IN CONNECTION WITH ANY OTHER OFFER FOR SUBSCRIPTION OR SALE OF THE SECURITIES IN FRANCE, AND THE SECURITIES MAY NOT BE ISSUED, OFFERED OR OTHERWISE SOLD IN FRANCE. NOTICE TO RESIDENTS OF GERMANY THE SECURITIES MAY ONLY BE ACQUIRED IN ACCORDANCE WITH THE GERMAN WERTPAPIERVERKAUFSPROSPEKTGESETZ (SECURITIES SELLING PROSPECTUS ACT) AND THE AUSLANDSINVESTMENTGESETZ (ACT ON THE FOREIGN INVESTMENT FUNDS). THE SECURITIES ARE NOT REGISTERED OR AUTHORIZED FOR DISTRIBUTION UNDER THE ACT ON FOREIGN INVESTMENT FUNDS AND ACCORDINGLY MAY NOT BE, AND WILL NOT BE, OFFERED OR ADVERTISED PUBLICLY OR OFFERED SIMILARLY UNDER 1 OF THE ACT ON FOREIGN INVESTMENT FUNDS OR SECURITIES SELLING PROSPECTUS ACT. THEREFORE, ANY OFFER WILL ONLY BE MADE TO RECIPIENTS TO WHOM THIS DOCUMENT IS PERSONALLY ADDRESSED AND DOES NOT CONSTITUTE AN OFFER OR ADVERTISEMENT TO THE PUBLIC. THE SECURITIES CAN ONLY BE ACQUIRED FOR A MINIMUM PURCHASE PRICE OF AT LEAST EUR 40,000, EXCLUDING COMMISSION AND OTHER FEES PER PERSON. NOTICE TO RESIDENTS OF GREECE THIS DOCUMENT AND THE SECURITIES TO WHICH IT RELATES AND ANY OTHER MATERIAL RELATED THERETO MAY NOT BE ADVERTISED, DISTRIBUTED OR OTHERWISE MADE AVAILABLE TO THE PUBLIC IN GREECE. THE GREEK CAPITAL MARKET COMMITTEE HAS NOT AUTHORIZED ANY PUBLIC OFFERING OF THE SUBSCRIPTION OF THE SECURITIES. ACCORDINGLY, SECURITIES MAY NOT BE ADVERTISED, DISTRIBUTED OR IN ANY WAY OFFERED OR SOLD IN GREECE OR TO RESIDENTS THEREOF EXCEPT AS PERMITTED BY GREEK LAW. NOTICE TO RESIDENTS OF THE HONG KONG SPECIAL ADMINISTRATIVE REGION THE SECURITIES MAY NOT BE OFFERED OR SOLD IN HONG KONG, BY MEANS OF ANY DOCUMENT OTHER THAN TO PERSONS WHOSE ORDINARY BUSINESS IT IS TO BUY OR SELL SHARES OR DEBENTURES (WHETHER AS PRINCIPAL OR AGENT) OR IN viii

9 CIRCUMSTANCES WHICH DO NOT CONSTITUTE AN OFFER TO THE PUBLIC WITHIN THE MEANING OF THE COMPANIES ORDINANCE (CAP 32). UNLESS PERMITTED TO DO SO UNDER THE SECURITIES LAWS OF HONG KONG, YOU MAY NOT ISSUE OR HAVE IN YOUR POSSESSION FOR THE PURPOSES OF ISSUE, AND WILL NOT ISSUE, OR HAVE IN YOUR POSSESSION FOR THE PURPOSES OF ISSUE, ANY ADVERTISEMENT, INVITATION OR DOCUMENT RELATING TO THE SECURITIES OTHER THAN WITH RESPECT TO SECURITIES INTENDED TO BE DISPOSED OF TO PERSONS OUTSIDE OF HONG KONG OR TO BE DISPOSED OF IN HONG KONG ONLY TO PERSONS WHOSE BUSINESS INVOLVES THE ACQUISITION, DISPOSAL OR HOLDING OF SECURITIES, WHETHER AS PRINCIPAL OR AGENT OR IN CIRCUMSTANCES WHICH DO NOT CONSTITUTE AN OFFER TO THE PUBLIC. NOTICE TO RESIDENTS OF INDONESIA THE SECURITIES HAVE NOT BEEN AND WILL NOT BE OFFERED, TRANSFERRED OR SOLD, DIRECTLY OR INDIRECTLY, IN INDONESIA, OR TO ANY INDONESIAN RESIDENTS OR CITIZENS IN A MANNER WHICH CONSTITUTES A PUBLIC OFFERING UNDER THE LAWS AND REGULATIONS OF INDONESIA. NOTICE TO RESIDENTS OF ISRAEL THIS DOCUMENT WILL BE DISTRIBUTED TO ISRAELI RESIDENTS ONLY IN A MANNER THAT WILL NOT CONSTITUTE AN OFFER TO THE PUBLIC IN ACCORDANCE WITH SECTIONS 15 AND 15A OF THE SECURITIES LAW SPECIFICALLY, THIS DOCUMENT MAY ONLY BE DISTRIBUTED TO INVESTORS OF THE TYPES LISTED IN THE FIRST ADDENDUM OF THE SECURITIES LAW 1968 AND IN ADDITION TO NOT MORE THAN 35 OTHER INVESTORS RESIDENT IN ISRAEL DURING ANY GIVEN 12 MONTH PERIOD. NOTICE TO RESIDENTS OF ITALY THIS DOCUMENT MAY NOT BE DISTRIBUTED TO MEMBERS OF THE PUBLIC IN ITALY. THE ITALIAN COMMISSIONE NAZIONALE PER LA SOCIETA E LA BORSA HAS NOT AUTHORIZED ANY OFFERING OF THE SUBSCRIPTION OF THE SECURITIES; ACCORDINGLY, THE SECURITIES MAY NOT BE OFFERED OR SOLD IN ITALY OR TO RESIDENTS THEREOF EXCEPT AS PERMITTED BY ITALIAN LAW. NOTICE TO RESIDENTS OF JAPAN THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES AND EXCHANGE LAW OF JAPAN (THE SEL ), AND THE SECURITIES MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN (INCLUDING JAPANESE CORPORATIONS) OR TO OTHERS FOR RE-OFFERING OR RESALE, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO ANY RESIDENT OF JAPAN, EXCEPT THAT THE OFFER AND SALE OF THE SECURITIES IN JAPAN MAY BE MADE ONLY THROUGH PRIVATE PLACEMENT SALE IN JAPAN IN ACCORDANCE WITH AN EXEMPTION AVAILABLE UNDER THE SEL AND WITH ALL OTHER APPLICABLE LAWS AND REGULATIONS OF JAPAN. IN THIS CLAUSE, A RESIDENT/RESIDENTS OF ix

10 JAPAN SHALL HAVE THE MEANING AS DEFINED UNDER THE FOREIGN EXCHANGE AND FOREIGN TRADE LAW OF JAPAN. NOTICE TO RESIDENTS OF KOREA THE ISSUERS ARE NOT MAKING ANY REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO THE QUALIFICATION OF THE RECIPIENTS OF THESE MATERIALS FOR THE PURPOSE OF INVESTING IN THE SECURITIES UNDER THE LAWS OF KOREA, INCLUDING AND WITHOUT LIMITATION THE FOREIGN EXCHANGE MANAGEMENT LAW AND REGULATIONS THEREUNDER. THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES AND EXCHANGE LAW OF KOREA AND NONE OF THE SECURITIES MAY BE OFFERED OR SOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, IN KOREA OR TO ANY RESIDENT OF KOREA EXCEPT PURSUANT TO APPLICABLE LAWS AND REGULATIONS OF KOREA. NOTICE TO RESIDENTS OF LUXEMBOURG THE SECURITIES SHALL NOT BE OFFERED OR SOLD TO THE PUBLIC IN THE GRAND DUCHY OF LUXEMBOURG, DIRECTLY OR INDIRECTLY AND NO ADVERTISEMENT OR DOCUMENT OR OTHER MATERIAL MAY BE DISTRIBUTED OR PUBLISHED IN LUXEMBOURG, UNLESS THE REQUIREMENTS OF LUXEMBOURG LAW CONCERNING PUBLIC OFFERING OF SECURITIES HAVE FIRST BEEN MET. FURTHERMORE, THE ISSUER OF THE SECURITIES DOES NOT QUALIFY AS AN INVESTMENT FUND UNDER LUXEMBOURG LAW. NOTICE TO RESIDENTS OF MALAYSIA PLEASE NOTE THAT THERE ARE RESTRICTIONS AS TO THE PERSONS WHO MAY HOLD THE SECURITIES. THE SECURITIES MAY NOT BE OFFERED OR SOLD DIRECTLY OR INDIRECTLY NOR MAY ANY DOCUMENT OR OTHER MATERIAL IN CONNECTION THEREWITH BE DISTRIBUTED IN MALAYSIA OTHER THAN TO PERSONS WHOSE ORDINARY BUSINESS IS TO BUY AND SELL SHARES OR DEBENTURES WHETHER AS PRINCIPAL OR AGENT, OR IN CIRCUMSTANCES WHICH DO NOT FALL WITHIN DIVISION 1 OF PART IV OF THE MALAYSIAN COMPANIES ACT, NOTWITHSTANDING THE FOREGOING, ANY PROPOSAL TO OFFER FOR SUBSCRIPTION OR PURCHASE ANY OF THE SECURITIES REQUIRES THE APPROVAL OF THE MALAYSIAN SECURITIES COMMISSION ACT NOTICE TO RESIDENTS OF THE NETHERLANDS THE SECURITIES MAY NOT BE OFFERED, DIRECTLY OR INDIRECTLY, IN THE NETHERLANDS EXCEPT TO INDIVIDUALS OR ENTITIES WHO OR WHICH TRADE OR INVEST IN SECURITIES IN THE CONDUCT OF A PROFESSION OR BUSINESS WITHIN THE MEANING OF ARTICLE 1 OF THE EXEMPTION REGULATION OF 9 OCTOBER 1990 ISSUED PURSUANT TO ARTICLE 14 OF THE INVESTMENT INSTITUTION SUPERVISION ACT (WET TOEZICHT BELEGGINGSINSTELLINGEN OF 27 JUNE 1990) WHICH INCLUDES BANKS, x

11 BROKERS, SECURITIES INSTITUTIONS, INSURANCE COMPANIES, PENSION FUNDS, INVESTMENT INSTITUTIONS, OTHER INSTITUTIONAL INVESTORS AND OTHER PARTIES, INCLUDING TREASURY DEPARTMENTS OF COMMERCIAL ENTERPRISES AND FINANCE COMPANIES WHICH ARE REGULARLY ACTIVE IN THE FINANCIAL MARKETS IN A PROFESSIONAL MANNER. NOTICE TO RESIDENTS OF NEW ZEALAND THE SECURITIES HAVE NOT BEEN AND MAY NOT BE OFFERED OR SOLD TO ANY PERSONS IN NEW ZEALAND WHOSE PRINCIPAL BUSINESS IS NOT THE INVESTMENT OF MONEY OR WHO, IN THE COURSE OF AND FOR THE PURPOSES OF THEIR BUSINESS, DO NOT HABITUALLY INVEST MONEY, IN EACH CASE WITHIN THE MEANING OF SECTION 3(2)(a)(iii) OF THE SECURITIES ACT NOTICE TO RESIDENTS OF OMAN THE SECURITIES CANNOT BE OFFERED, MARKETED OR SOLD IN THE SULTANATE OF OMAN, WITHOUT THE APPROVAL OF THE CAPITAL MARKET AUTHORITY, AND SUBJECT TO ANY CONDITIONS OR RESTRICTIONS THAT MAY BE IMPOSED BY THAT BODY, AND IF OFFERED, MARKETED OR SOLD THROUGH A BANK LICENSED TO DO INVESTMENT BANKING BUSINESS IN OMAN, THEN WITHOUT THE APPROVAL OF THE CENTRAL BANK OF OMAN AND THE CAPITAL MARKET AUTHORITY, AND SUBJECT TO ANY CONDITIONS AND RESTRICTIONS THAT MAY BE IMPOSED BY THOSE BODIES. NOTICE TO RESIDENTS OF THE PHILIPPINES SECURITIES HAVE NOT BEEN AND ARE NOT INTENDED TO BE REGISTERED UNDER THE PHILIPPINE REVISED SECURITIES ACT (THE PHILIPPINE ACT ), AND SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE OR DISTRIBUTION TO THE PUBLIC WITHIN THE PHILIPPINES UNLESS THE SAME ARE SOLD IN A TRANSACTION EXEMPT UNDER THE PROVISIONS OF THE PHILIPPINE ACT. THE PHILIPPINE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THE SECURITIES NOR PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. EACH HOLDER BY ITS ACCEPTANCE OF THE SECURITIES WILL REPRESENT THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS. NOTICE TO RESIDENTS OF QATAR THE ISSUER IS NOT AN INVESTMENT COMPANY AUTHORIZED TO CONDUCT INVESTMENT BUSINESSES IN THE STATE OF QATAR AS REQUIRED BY QATAR CENTRAL BANK RESOLUTION NO. (15) SUPERVISION RULES AND EXECUTIVE INSTRUCTIONS FOR INVESTMENT COMPANIES. ACCORDINGLY, THE ISSUER WARRANTS AND REPRESENTS THAT IT HAS NOT MADE AND WILL NOT MAKE ANY INVITATIONS TO THE PUBLIC IN THE STATE OF QATAR, AND NEITHER THIS OFFERING MEMORANDUM NOR ANY OTHER xi

12 OFFERING MATERIAL RELATING TO THE SECURITIES WILL BE ISSUED OR MADE AVAILABLE TO THE PUBLIC GENERALLY. NOTICE TO RESIDENTS OF THE KINGDOM OF SAUDI ARABIA THE OFFERING OF THE SECURITIES HAS NOT BEEN APPROVED BY THE MINISTRY OF COMMERCE, THE MINISTRY OF FINANCE OR THE SAUDI ARABIAN MONETARY AGENCY. ACCORDINGLY, THE SECURITIES MAY NOT BE OFFERED IN THE KINGDOM OF SAUDI ARABIA. FURTHER, EACH OF THE CO-ISSUERS, THE COLLATERAL MANAGER AND THE INITIAL PURCHASER REPRESENTS AND WARRANTS THAT IT HAS NOT MADE AND WILL NOT MAKE ANY INVITATION TO THE PUBLIC OF THE KINGDOM OF SAUDI ARABIA TO SUBSCRIBE FOR THE SECURITIES AND THAT THIS OFFERING MEMORANDUM WILL NOT BE ISSUED, PASSED TO, OR MADE AVAILABLE TO THE PUBLIC GENERALLY IN THE KINGDOM OF SAUDI ARABIA. NOTICE TO RESIDENTS OF SINGAPORE THE SECURITIES MAY NOT BE OFFERED OR SOLD; NOR MAY ANY DOCUMENT OR OTHER MATERIAL IN CONNECTION WITH THE SECURITIES BE DISTRIBUTED, EITHER DIRECTLY OR INDIRECTLY, (I) TO PERSONS IN SINGAPORE OTHER THAN UNDER THE CIRCUMSTANCES IN WHICH SUCH OFFER OR SALE DOES NOT CONSTITUTE AN OFFER OR SALE OF THE SECURITIES TO THE PUBLIC IN SINGAPORE OR (II) TO THE PUBLIC OR ANY MEMBER OF THE PUBLIC IN SINGAPORE OTHER THAN PURSUANT TO, AND IN ACCORDANCE WITH THE CONDITIONS OF AN EXEMPTION INVOKED UNDER DIVISION 5A OF PART IV OF THE COMPANIES ACT, CHAPTER 50, OF SINGAPORE AND THE PERSONS TO WHOM THE SECURITIES MAY BE OFFERED AND SOLD UNDER SUCH EXEMPTIONS. NOTICE TO RESIDENTS OF SPAIN THIS DOCUMENT HAS NOT BEEN AND WILL NOT BE REGISTERED WITH THE COMISION NACIONAL DEL MERCADO DE VALORES OF SPAIN AND MAY NOT BE DISTRIBUTED IN SPAIN IN CONNECTION WITH THE OFFERING AND SALE OF SECURITIES WITHOUT COMPLYING WITH ALL LEGAL AND REGULATORY REQUIREMENTS IN RELATION THERETO. NOTICE TO RESIDENTS OF SWITZERLAND THIS DOCUMENT HAS BEEN PREPARED FOR PRIVATE INFORMATION PURPOSES OF INTERESTED INVESTORS ONLY. IT MAY NOT BE USED FOR AND SHALL NOT BE DEEMED A PUBLIC OFFERING OF THE SECURITIES. NO APPLICATION HAS BEEN MADE UNDER SWISS LAW TO PUBLICLY MARKET THE SECURITIES IN OR OUT OF SWITZERLAND. THEREFORE, NO PUBLIC OFFER OF THE SECURITIES OR PUBLIC DISTRIBUTION OF THIS DOCUMENT MAY BE MADE IN OR OUT OF SWITZERLAND. THIS DOCUMENT IS STRICTLY FOR PRIVATE USE BY ITS HOLDER AND MAY NOT BE PASSED ON TO THIRD PARTIES. xii

13 NOTICE TO RESIDENTS OF TAIWAN THE OFFER OF THE SECURITIES HAS NOT BEEN AND WILL NOT BE REGISTERED WITH THE SECURITIES AND FUTURES COMMISSION OF THE REPUBLIC OF CHINA PURSUANT TO RELEVANT SECURITIES LAWS AND REGULATIONS AND MAY NOT BE OFFERED OR SOLD WITHIN THE REPUBLIC OF CHINA THROUGH A PUBLIC OFFERING OR IN CIRCUMSTANCE WHICH CONSTITUTES AN OFFER WITHIN THE MEANING OF THE SECURITIES AND EXCHANGE LAW OF THE REPUBLIC OF CHINA THAT REQUIRES A REGISTRATION OR APPROVAL OF THE SECURITIES AND FUTURES COMMISSION OF THE REPUBLIC OF CHINA. NOTICE TO RESIDENTS OF TURKEY THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED WITH THE SERMAYE PIYASASI KURULU (CAPITAL MARKETS BOARD) UNDER THE CAPITAL MARKETS LAW NO. 2499, AS AMENDED, AND RELATED COMMUNIQUES OF THE REPUBLIC OF TURKEY. THE SECURITIES MAY NOT BE OFFERED OR DISTRIBUTED IN A MANNER THAT WOULD CONSTITUTE A PUBLIC OR PRIVATE OFFERING IN TURKEY, AND NEITHER THIS OFFERING MEMORANDUM NOR ANY OTHER OFFERING MATERIAL RELATING TO THE SECURITIES MAY BE DISTRIBUTED IN CONNECTION WITH ANY SUCH OFFERING OR DISTRIBUTION. THE SECURITIES MAY BE ACQUIRED BY RESIDENTS OF TURKEY ONLY PURSUANT TO ARTICLE 15 OF DECREE NO. 32 ON THE PROTECTION OF THE VALUE OF THE TURKISH CURRENCY. NOTICE TO RESIDENTS OF UNITED ARAB EMIRATES THE OFFERING OF THE SECURITIES HAS NOT BEEN APPROVED BY THE UAE CENTRAL BANK AND ACCORDINGLY THE SECURITIES MAY NOT BE OFFERED IN THE UNITED ARAB EMIRATES. EACH OF THE CO-ISSUERS, THE COLLATERAL MANAGER AND THE INITIAL PURCHASER REPRESENTS AND WARRANTS THAT THE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR DELIVERED TO THE PUBLIC IN THE UNITED ARAB EMIRATES. FURTHER, THIS OFFERING MEMORANDUM IS ADDRESSED ONLY TO THE RECIPIENT PARTY AND MAY NOT BE TRANSFERRED THEREAFTER. NOTICE TO RESIDENTS OF THE UNITED KINGDOM EACH OF THE INITIAL PURCHASER AND THE CO-ISSUERS HAS AGREED THAT (I) IT HAS COMPLIED AND WILL COMPLY WITH ALL APPLICABLE PROVISIONS OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (THE FSMA ) WITH RESPECT TO ANYTHING DONE BY IT IN RELATION TO THE SECURITIES IN, FROM OR OTHERWISE INVOLVING THE UNITED KINGDOM; AND (II) IT HAS ONLY COMMUNICATED OR CAUSED TO BE COMMUNICATED AND WILL ONLY COMMUNICATE OR CAUSE TO BE COMMUNICATED ANY INVITATION OR INDUCEMENT TO ENGAGE IN INVESTMENT ACTIVITY (WITHIN THE MEANING OF SECTION 21 OF THE FSMA) RECEIVED BY IT IN CONNECTION WITH THE ISSUE OR SALE OF ANY SECURITIES IN CIRCUMSTANCES IN WHICH SECTION 21(1) DOES NOT APPLY TO THE CO-ISSUERS. xiii

14 NEITHER THIS OFFERING MEMORANDUM NOR ANY OTHER DOCUMENT ISSUED IN CONNECTION WITH THE OFFERING (TOGETHER, THE OFFERING DOCUMENT ) MAY BE PASSED ON TO ANY PERSON IN THE UNITED KINGDOM UNLESS THAT PERSON IS OF A KIND DESCRIBED IN ARTICLE 19 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 OR IS A PERSON TO WHOM THE OFFERING DOCUMENT MAY OTHERWISE LAWFULLY BE ISSUED OR PASSED ON. THE OFFERING DOCUMENT IS ONLY DIRECTED AT PERSONS HAVING PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND THE OFFERING DESCRIBED IN THE OFFERING DOCUMENT IS ONLY AVAILABLE TO SUCH PERSONS AND ONLY SUCH PERSONS WILL BE PERMITTED TO PARTICIPATE IN THE OFFERING. PERSONS WHO DO NOT HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS SHOULD NOT RELY ON THE OFFERING DOCUMENT. ALL APPLICABLE PROVISIONS OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED) MUST BE COMPLIED WITH IN RESPECT OF ANYTHING DONE IN RELATION TO THE SECURITIES IN, FROM OR OTHERWISE INVOLVING THE UNITED KINGDOM. IN CONNECTION WITH THE ISSUE OF SECURITIES, THE INITIAL PURCHASER OR ITS AFFILIATES MAY OVER-ALLOT SECURITIES (PROVIDED THAT THE AGGREGATE PRINCIPAL AMOUNT OF SECURITIES ALLOTTED DOES NOT EXCEED 105 PER CENT. OF THE AGGREGATE PRINCIPAL AMOUNT OF THE SECURITIES), OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE SECURITIES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE INITIAL PURCHASER OR ITS AFFILIATES WILL UNDERTAKE STABILIZATION ACTION. ANY STABILIZATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE SECURITIES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE SECURITIES AND 60 DAYS AFTER THE DATE OF ALLOTMENT OF THE SECURITIES. The Co-Issuers accept responsibility for the information contained in this Offering Memorandum and, to the best of the knowledge and belief of the Co-Issuers, the information contained in this Offering Memorandum is in accordance with the facts and does not omit anything likely to affect the import of such information, except that the Co-Issuers do not accept responsibility for the information herein relating to the Collateral Manager. Except with respect to the information in the section herein entitled The Collateral Manager, which has been accurately reproduced from information provided by the Collateral Manager and for which the Collateral Manager accepts responsibility, the Collateral Manager makes no representation or warranty as to, and assumes no responsibility for, the accuracy or completeness of the information contained herein. Neither the Initial Purchaser nor any of its affiliates has independently verified, makes any representation or warranty as to, or assumes any responsibility for, the accuracy or completeness of the information contained herein or attached hereto. Nothing contained in this Offering Memorandum is or should be relied upon as a promise or representation as to future results or events. The Trustee has not participated in the preparation of this Offering Memorandum and assumes no responsibility for its contents. This Offering Memorandum constitutes a Prospectus for the purposes of listing the Notes on the Irish Stock Exchange. xiv

15 This Offering Memorandum contains summaries of certain documents. The summaries are not intended to be exhaustive and are qualified in their entirety by reference to such documents, copies of which will be made available to offerees upon request. Requests and inquiries regarding this Offering Memorandum or such documents should be directed to the Co-Issuers, in care of the Initial Purchaser. In the case of Securities acquired in reliance upon the exemption from the registration requirements of the Securities Act provided by Rule 144A thereunder or, solely with respect to the Preference Shares, Regulation D (as defined herein) thereunder, each initial purchaser and subsequent transferee of the Securities will be required or deemed to represent (i) that it is (a) both a Qualified Institutional Buyer and a Qualified Purchaser, purchasing for its own account or one or more accounts with respect to which it exercises sole investment discretion, each of which is both a Qualified Institutional Buyer and a Qualified Purchaser, and in each case is purchasing the Securities for investment purposes and not for distribution or (b) with respect to the Certificated U.S. Preference Shares (as defined herein) only, both an Accredited Investor and a Qualified Purchaser, purchasing the Preference Shares for investment purposes and not for distribution, and (ii) with respect to the Notes only, that it is not (a) a dealer of the type described in paragraph (a)(1)(ii) of Rule 144A unless it owns and invests on a discretionary basis not less than $25,000,000 in securities of issuers that are not affiliated to it, (b) a participant-directed employee plan, such as a 401(k) plan, or any other type of plan referred to in paragraph (a)(1)(i)(d) or (a)(1)(i)(e) of Rule 144A, or a trust fund referred to in paragraph (a)(1)(i)(f) of Rule 144A that holds the assets of such a plan, unless investment decisions with respect to the plan are made solely by the fiduciary, trustee or sponsor of such plan, or (c) formed for the purpose of investing in the Issuer or the Co-Issuer (except where each beneficial owner of the purchaser is a Qualified Purchaser). A Qualified Purchaser is (i) a qualified purchaser within the meaning of Section 3(c)(7) of the Investment Company Act, (ii) with respect to the Preference Shares only, a knowledgeable employee with respect to the Issuer within the meaning of Rule 3c-5 under the Investment Company Act or (iii) a company beneficially owned exclusively by one or more qualified purchasers and/or knowledgeable employees with respect to the Issuer within the meaning of Rule 3c-5 under the Investment Company Act. Except as otherwise indicated, terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act ( Regulation S ). For a description of these and certain other restrictions on offers and sales of the Securities and distribution of this Offering Memorandum, see Transfer Restrictions. In the case of Securities acquired outside of the United States in reliance on Regulation S, each initial purchaser and subsequent transferee of the Securities will be required or deemed to represent that it (i) is neither a U.S. Person (as defined herein) nor a U.S. Resident (as defined herein), (ii) is aware that the sale to it is being made in reliance on an exemption from the registration requirements of the Securities Act provided by Regulation S, (iii) is acquiring such Securities for its own account or one or more accounts with respect to which it is authorized to exercise investment discretion, none of which is a U.S. Person or a U.S. Resident, and (iv) is not purchasing such Securities with a view to the resale, distribution or other disposition thereof in the United States or to a U.S. Person or a U.S. Resident. Each initial purchaser and subsequent transferee of the Securities will be required or deemed to represent that the Securities have not been and will not be registered under the Securities Act and may not be reoffered, resold, pledged or otherwise transferred except (i) (a) to a Qualified Purchaser that the seller reasonably believes is a Qualified Institutional Buyer, purchasing for its own account or one or more accounts with respect to which it exercises sole investment discretion, each of which is a Qualified Purchaser that the seller reasonably believes is a Qualified Institutional Buyer, to whom notice is given that the resale, pledge or other transfer is being made in reliance on the exemption from Securities Act registration provided by Rule 144A and (b) with respect to the Notes only, none of which is (x) a dealer xv

16 of the type described in paragraph (a)(1)(ii) of Rule 144A unless it owns and invests on a discretionary basis not less than $25,000,000 in securities of issuers that are not affiliated to it, (y) a participant-directed employee plan, such as a 401(k) plan, or any other type of plan referred to in paragraph (a)(1)(i)(d) or (a)(1)(i)(e) of Rule 144A, or a trust fund referred to in paragraph (a)(1)(i)(f) of Rule 144A that holds the assets of such a plan, unless investment decisions with respect to the plan are made solely by the fiduciary, trustee or sponsor of such plan, or (z) formed for the purpose of investing in the Issuer or the Co-Issuer (except where each beneficial owner of the purchaser is a Qualified Purchaser), (ii) to a person that is neither a U.S. person, as defined in Regulation S (each, a U.S. Person ), nor a U.S. resident within the meaning of the Investment Company Act (each, a U.S. Resident ), in an offshore transaction in reliance on Regulation S, (iii) with respect to the Preference Shares only, to a person that is both an Accredited Investor and a Qualified Purchaser, in a transaction exempt from registration under the Securities Act (provided, that in the case of any transfer of any Preference Share pursuant to this clause (iii), either (x) the transferor or the transferee has certified that the transfer is being made pursuant to Rule 144 under the Securities Act or (y) the transferor or the transferee has provided an opinion of counsel to the Preference Share Paying Agent and the Issuer that such transfer may be made pursuant to an exemption from registration under the Securities Act), and (iv) in compliance with the certification and other requirements set forth in the Indenture or the Preference Share Paying Agency Agreement, as applicable, and in accordance with any applicable securities laws of each state of the United States and any other relevant jurisdiction. The purchase and transfer of the Securities by certain non-u.s. banking institutions or their affiliates may be subject to certain limitations and restrictions, as more specifically set forth in the Indenture and the Preference Share Paying Agency Agreement, as applicable. Neither of the Co-Issuers nor the pool of assets owned by the Issuer has been registered under the Investment Company Act, in reliance upon the exemption from registration contained in Section 3(c)(7) thereof. No transfer of the Securities that would have the effect of requiring either of the Co-Issuers or all or any portion of the pool of assets owned by the Issuer to register as an investment company under the Investment Company Act will be permitted. See Transfer Restrictions. None of the Issuer, the Co-Issuer, the Collateral Manager, the Initial Purchaser or any of their respective affiliates makes any representation to any offeree or purchaser of Securities regarding the legality of investment therein by such offeree or purchaser under applicable legal investment or similar laws or regulations or the proper classification of such an investment thereunder. The Issuer and the Co- Issuer shall each conduct their respective businesses in their own names. No invitation may be made to the public in the Cayman Islands to subscribe for the Securities. AVAILABLE INFORMATION To permit compliance with Rule 144A under the Securities Act in connection with the sale of the Securities, the Indenture (with respect to the Notes and the Combination Securities) and the Preference Share Paying Agency Agreement (with respect to the Preference Shares) will require the Co-Issuers or the Issuer, as applicable, upon request of a holder of a Security, to furnish to such holder or any prospective purchaser designated by such holder the information required to be delivered under Rule 144A(d)(4) under the Securities Act if at the time of the request either of the Co-Issuers (or, with respect to the Combination Securities, Preference Shares or the Class E Notes, the Issuer) is not a reporting company xvi