Atlante Finance S.r.l. (incorporated in the Republic of Italy)

Transcription

1 Atlante Finance S.r.l. (incorporated in the Republic of Italy) 1,202,500,000 Class A Asset Backed Floating Rate Notes due ,800,000 Class B Asset Backed Floating Rate Notes due ,800,000 Class C Asset Backed Floating Rate Notes due 2047 (Issue Price: 100 per cent.) Application has been made to the Irish Financial Services Regulatory Authority (the IFSRA ), as competent authority under Directive 2003/71/EC, for this Prospectus to be approved. Application has been made to the Irish Stock Exchange Limited (the Irish Stock Exchange ) for the 1,202,500,000 Class A Asset Backed Floating Rate Notes due 2047 (the Class A Notes ), the 28,800,000 Class B Asset Backed Floating Rate Notes due 2047 (the Class B Notes ) and the 136,800,000 Class C Asset Backed Floating Rate Notes due 2047 (the Class C Notes and, together with the Class A Notes and the Class B Notes, the Rated Notes ) to be issued on 30 May 2006 (the Issue Date ) by Atlante Finance S.r.l., a limited liability company incorporated under the laws of the Republic of Italy and established as a special purpose vehicle for the purposes of engaging in the issue of the Notes and in Further Securitisations (the Issuer ) in accordance with Article 3 of Law 130 of 30 April 1999 (the Securitisation Law ) to be admitted to the Official List of the Irish Stock Exchange (the Official List ) and to be admitted to trading on its regulated market. In connection with the issue of the Rated Notes, the Issuer will also issue 152,250,000 Class D Asset Backed Floating Rate and Variable Return Notes due 2047 (the Class D Notes and, together with the Rated Notes, the Notes ). No application has been made to list the Class D Notes on any stock exchange. Approval of the IFSRA relates only to the Rated Notes which are to be admitted to trading on the regulated market of the Irish Stock Exchange or other regulated markets for the purpose of Directive 93/22/EEC or which are to be offered to the public in any Member State of the European Economic Area. This Prospectus constitutes a Prospetto Informativo for the purposes of Article 2, paragraph 3 of the Securitisation Law in respect of the Notes. The Notes will be issued in bearer and dematerialised form on behalf of the ultimate owners, until redemption or cancellation thereof, through Monte Titoli S.p.A. ( Monte Titoli ) for the account of the relevant Monte Titoli Account Holders "Monte Titoli Account Holders" are any authorised financial intermediary entitled to hold accounts on behalf of their customers with Monte Titoli and include Clearstream Banking S.A. ("Clearstream, Luxembourg") and Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear") Monte Titoli shall act as depository for Clearstream, Luxembourg and Euroclear. Title to the Notes will at all times be evidenced by book-entries in accordance with the provisions of Article 28 of Italian Legislative Decree No 213 of 24 June 1998 and with Resolution No of 23 December 1998 of the Commissione Nazionale per le Società e la Borsa ("CONSOB") as amended. No physical document of title will be issued in respect of the Notes. Interest on the Rated Notes is payable by reference to successive interest periods (each an Interest Period ). Each Interest Period will commence on (and include) a Payment Date (or in the case of the first Interest Period, the Issue Date) and end on (but exclude) the next succeeding Payment Date. Interest will be payable quarterly in arrear in respect of each Interest Period in euro on 28 January, 28 April, 28 July and 28 October, in each year, subject to adjustment in accordance with the Modified Following Business Day Convention (each such day being a Payment Date ). The first Payment Date will be 28 July Interest will accrue on the Amount of the Rated Notes of each Class at an annual rate equal to the sum of EUR-EURIBOR-Bloomberg for three months plus a margin, in the case of the Class A Notes, of 0.19 per cent. per annum, in the case of the Class B Notes, of 0.62 per cent. per annum and in the case of the Class C Notes, of 1.60 per cent. per annum. The principal source of payment of interest on and repayment of principal of the Rated Notes will be collections made in respect of payments of interest and principal on 1,358,000,000 Senior Asset Backed Floating Rate Notes due 2047 (the Grecale Senior Notes ) and payments of interest, principal and variable return on 158,150,000 Junior Asset Backed Fixed Rate and Variable Return Notes due 2047 (the Grecale Junior Notes and, together with the Grecale Senior Notes, the Grecale Notes ) issued by Grecale ABS S.r.l. a limited liability company organised under the laws of the Republic of Italy under the Securitisation Law ( Grecale ). The Grecale Notes were purchased by the Issuer on 15 May 2006 with economic effect as of the Issue Date pursuant to a note purchase agreement (the Grecale Notes Purchase Agreement ) between, inter alios, the Issuer, Tulip Asset Purchase Company B.V. ( TAPCO ) as transferor of the Grecale Senior Notes and Unipol Banca S.p.A. ( Unipol Banca ) as transferor of the Grecale Junior Notes. The principal source of payment of interest and variable return on and repayment of principal of the Grecale Notes is collections made in respect of pools of loans purchased by Grecale from Unipol Banca as Originator under a loan receivables securitisation programme (the Grecale Programme ) pursuant to the terms of a master receivables purchase agreement (the Master Receivables Purchase Agreement ) dated 14 December 2004 (as subsequently amended). Grecale purchased the Initial Pool with economic effect as of 10 December 2004, and Additional Pools with economic effect as at 10 May 2005, 9 June 2005, 9 November 2005 and 9 December The Receivables comprising each Pool are identifiable as crediti pecuniari individuabili in blocco (pools of discrete assets) pursuant to the Securitisation Law in accordance with the respective Criteria. From the Issue Date, Grecale may not purchase any further Pools of Receivables pursuant to the Grecale Programme. Payments under the Notes may be subject to withholding for or on account of tax, in accordance with Italian Law No. 239 of 1 April 1996, as amended and supplemented. Upon the occurrence of any withholding for or on account of tax from any payments under the Notes, neither the Issuer nor any other person shall have any obligation to pay any additional amount(s) to any holder of the Notes of any Class. The Rated Notes will be subject to mandatory redemption (pro rata within each Class) in whole or in part on each Payment Date following the expiry of the Initial Period, being 18 calendar months from the Issue Date. The aggregate amount to be applied in mandatory pro rata redemption in whole or in part will be calculated in accordance with Condition 8(c) (Mandatory pro rata redemption in whole or in part). Upon the occurrence of certain tax events, and subject to certain conditions as set out Condition 8(d) (Redemption for Tax), the Issuer may on any Payment Date at its option, redeem all but not some only of the Rated Notes at their Amount together with accrued but unpaid interest up to and including such Payment Date and shall be entitled to sell the Grecale Notes for the purpose of funding such redemption. Further, in certain circumstances where Grecale redeems the Grecale Notes as a result of a requirement to deduct or withhold tax from payments due by it in accordance with Grecale Condition 6(d) (Redemption for Tax) or if the Originator exercises its option to repurchase the Portfolio from Grecale pursuant to Grecale Condition 6(e) (Early redemption at the option of the Originator), the Issuer will apply the proceeds of such redemption against early redemption of all but not some only of the Rated Notes. Unless previously redeemed, the Rated Notes will mature on the Payment Date falling in July The Rated Notes will be limited recourse obligations solely of the Issuer secured over certain of its assets (including the Grecale Notes) and having the benefit of segregation pursuant to the Securitisation Law. The Issuer s rights, title, interest and benefit, in, to and under the Grecale Notes and the proceeds therefrom, once received by the Issuer, will form part of the Issuer s segregated assets and the claims of the Noteholders, the Other Issuer Secured Creditors and Related Third Party Creditors of the Issuer will also be preferred pursuant to the Securitisation Law and other relevant Italian laws over the claims of all other creditors of the Issuer with respect to the proceeds of all segregated assets of the Issuer. The Rated Notes will not be guaranteed by, or be the obligations of, any other entity, including, without limitation, Grecale, Unipol Banca (in any capacity), the Managers, the Arrangers or the Joint Lead Bookrunners. For a discussion of certain risk and other factors that should be considered in connection with an investment in the Senior Notes, see section entitled "Risk Factors. The Class A Notes are expected, on issue, to be rated AAA by Fitch Ratings Limited ( Fitch ), Aaa by Moody s Investors Service Inc. ( Moody s ) and AAA by Standard and Poor s Rating Services, a division of the McGraw Hill Companies ( S&P and, together with Fitch and Moody s, the Rating Agencies ). The Class B Notes are expected, on issue, to be rated A by Fitch, Aa3 by Moody s and A by S&P. The Class C Notes are expected, on issue, to be rated BBB- by Fitch, Baa3 by Moody s and BBB- by S&P. The Class D Notes will not be assigned a credit rating. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal by the Rating Agencies at any time. Lead Arranger, Joint Lead Manager and Joint Lead Bookrunner ABN AMRO Co-Arranger, Joint Lead Manager and Joint Lead Bookrunner Nomura Co-Arranger and Co-Manager Unipol Merchant Banca per le Imprese S.p.A. The date of this Prospectus is 30 May 2006

2 Responsibility for Information The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case) the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. Unipol Banca accepts responsibility for the information included in this Prospectus in the sections headed The Portfolio, Description of the Originator, Origination, Loan Servicing and Collection Procedures, and any other information contained in this Prospectus relating to itself, its business and assets, the Credit and Collection Policies, the Receivables, the Loans, the Collateral Security and the Insurance Policies. To the best of the knowledge and belief of Unipol Banca (which has taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information. ABN AMRO Bank N.V. accepts responsibility for the information relating to it as Swap Counterparty and Liquidity Provider included in this Prospectus in the section headed Description of the Swap Counterparty and the Liquidity Provider. To the best of the knowledge and belief of ABN AMRO Bank N.V. (which has taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information. The information in the section headed Description of the Swap Counterparty and the Liquidity Provider has been provided solely by ABN AMRO Bank N.V. for use in this Prospectus and ABN AMRO Bank N.V. is solely responsible for the accuracy of the information in that section. Except for that section, ABN AMRO Bank N.V. in its capacity as Swap Counterparty and Liquidity Provider and its affiliates have not been involved in the preparation of, and do not accept responsibility for this Prospectus. No person has been authorised to give any information or to make any representation not contained in this Prospectus and, if given or made, such information or representation must not be relied upon as having been authorised by or on behalf of the Issuer, the Representative of the Noteholders, Grecale, Unipol Banca (in any capacity) the Managers, the Arrangers, the Joint Lead Bookrunners or any other person. Neither the delivery of this Prospectus nor any sale or allotment made in connection with the offering of any of the Rated Notes shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer, Unipol Banca, or ABN AMRO Bank N.V. as the Swap Counterparty and the Liquidity Provider or in any of the other information contained herein since the date hereof or that the information contained herein is correct as at any time subsequent to the date hereof. No person other than the Issuer (or in the case of Unipol Banca, the Swap Counterparty and the Liquidity Provider, solely to the extent described above) makes any representation, express or implied, or accepts any responsibility, with respect to the accuracy or completeness of any of the information in this Prospectus. Selling Restrictions The distribution of this Prospectus and the offering of the Notes in certain jurisdictions may be restricted by law and by the Transaction Documents, in particular, as provided by and described in the Subscription Agreements. Persons into whose possession this Prospectus (or any part of it) comes are required by the Issuer and the Managers to inform themselves about, and to observe, any such restrictions. Neither this Prospectus nor any part of it constitutes an offer, and may not be used for the purpose of an offer, to sell any of the Notes, or a solicitation of an offer to buy any of the Notes, by anyone in any jurisdiction or in any circumstances in which such offer or solicitation is not authorised or is unlawful. MI229269/59+ Page 2

3 The Notes may not be offered or sold directly or indirectly, and neither this Prospectus nor any other prospectus, form of application, advertisement, other offering material or other information relating to the Issuer or the Notes may be issued, distributed or published in any country or jurisdiction (including the Republic of Italy, the United Kingdom and the United States), except under circumstances that will result in compliance with all applicable laws, orders, rules and regulations. For a further description of certain restrictions on offers and sales of the Notes and the distribution of this Prospectus, see the section headed Subscription and Sale. The Notes have not been and will not be registered under the Securities Act and subject to certain exceptions, may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act). The Rated Notes are in bearer and dematerialised form and are subject to U.S. tax law requirements. The Notes are being offered for sale outside the United States in accordance with Regulation S under the Securities Act (see the section headed Subscription and Sale ). Stabilisation In connection with the issue of the Rated Notes, ABN AMRO Bank N.V. acting through its London branch (the Stabilisation Manager ) (or persons acting on behalf of the Stabilisation Manager) may over-allot the Rated Notes (provided that the aggregate principal amount of the Rated Notes allotted does not exceed 105 per cent. of the aggregate principal amount of the relevant Class of Notes) or effect transactions with a view to supporting the market price of the Rated Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilisation Manager (or persons acting on behalf of the Stabilisation Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the final terms of the offer of the Rated Notes 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 Rated Notes and 60 days after the date of the allotment of the Rated Notes. Such stabilisation shall be conducted in accordance with the applicable rules. Any profit or loss sustained as a consequence of any such over-allotment or stabilisation shall be for the account of the Stabilisation Manager. Definitions Words and expressions in this Prospectus shall, except so far as the context otherwise requires, have the same meanings as those set out in the Glossary of Terms. These and other terms used in this Prospectus are subject to, and in some cases are summaries of, the definitions of such terms set out in the Transaction Documents and the Grecale Transaction Documents, as they may be amended from time to time. All references in this Prospectus to Euro, euro, EUR or are to the lawful currency of the Member States of the European Union that adopt the single currency in accordance with the Treaty establishing the European Community, as amended by the Treaty on the European Union. MI229269/59+ Page 3

4 TABLE OF CONTENTS TRANSACTION SUMMARY INFORMATION... 5 RISK FACTORS DESCRIPTION OF THE ORIGINATOR THE PORTFOLIO ORIGINATION, LOAN SERVICING AND COLLECTION PROCEDURES DESCRIPTION OF THE SWAP COUNTERPARTY AND THE LIQUIDITY PROVIDER THE ISSUER TERMS AND CONDITIONS OF THE NOTES ESTIMATED WEIGHTED AVERAGE LIFE OF THE RATED NOTES AND ASSUMPTIONS SUMMARY OF THE TRANSACTION DOCUMENTS GRECALE ABS S.R.L TERMS AND CONDITIONS OF THE GRECALE NOTES AND APPLICABLE PRICING SUPPLEMENTS SUMMARY OF THE GRECALE TRANSACTION DOCUMENTS TAXATION USE OF PROCEEDS SUBSCRIPTION AND SALE GLOSSARY OF TERMS GENERAL INFORMATION MI i

5 TRANSACTION SUMMARY INFORMATION This Transaction Summary does not purport to be complete and is qualified in its entirety by, and is subject to, the detailed information contained elsewhere in this Prospectus and in all related documents referred to in this Prospectus. Capitalised terms not defined in this summary shall, except so far as the context otherwise requires, have the same meanings as those set out in the Glossary of Terms set forth at the back of this Prospectus. References to a Condition or to Conditions are to the Terms and Conditions of the Notes. References to a Grecale Condition or to Grecale Conditions are to the Terms and Conditions of the Grecale Notes. 1. GENERAL OVERVIEW The Issuer of the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes is Atlante Finance S.r.l., a società a responsabilità limitata (limited liability company) incorporated in Italy under the Securitisation Law. On 15 May 2006, the Issuer entered into the Grecale Notes Purchase Agreement with, amongst others, TAPCO as transferor of the Grecale Senior Notes and Unipol Banca as transferor of the Grecale Junior Notes. Pursuant to the Grecale Notes Purchase Agreement, the Issuer acquired pro soluto (that is, without recourse to the seller in the event of non-payment by Grecale) with economic effect as of the Issue Date for an aggregate consideration of 1,516,150,000: (i) (ii) all of TAPCO s rights, title, interest and benefit in, to and under all of the outstanding Grecale Senior Notes (in an aggregate Nominal Amount of 1,358,000,000, divided into 545,000,000 Series 1 Grecale Senior Notes, 180,500,000 Series 2 Grecale Senior Notes, 96,000,000 Series 3 Grecale Senior Notes, 466,500,000 Series 4 Grecale Senior Notes and 70,000,000 Series 5 Grecale Senior Notes); and all of Unipol Banca s rights, title, interest and benefit in, to and under all of the outstanding Grecale Junior Notes (in an aggregate Nominal Amount of 158,150,000, divided into 57,207,000 Series 1 Grecale Junior Notes, 22,706,000 Series 2 Grecale Junior Notes, 11,471,000 Series 3 Grecale Junior Notes, 57,130,000 Series 4 Grecale Junior Notes and 9,636,000 Series 5 Grecale Junior Notes). The Grecale Senior Notes and the Grecale Junior Notes will comprise, as of the Issue Date, all the notes issued by Grecale pursuant to the Grecale Programme. From the Issue Date, no further notes may be issued by Grecale under the Grecale Programme. The rights attaching to the Grecale Notes of each Class are identical as among the Grecale Notes of the same Class (except for their respective Grecale Issue Date and the Nominal Amount of each Series) and rank pari passu without any preference among themselves for all purposes. The Grecale Notes were issued in bearer and dematerialised form through Monte Titoli. The Grecale Notes will constitute the primary component of the Issuer Assets in respect of the Securitisation and payments of interest on and repayment of principal of the Notes will, therefore, derive principally from the Interest Proceeds and Proceeds that the Issuer may receive from time to time as the sole Grecale Noteholder, together with amounts received by it under the Swap Agreement and the other Transaction Documents. By operation of the Securitisation Law, the Issuer s rights, title, interest and benefit in, to and under the Grecale Notes and the proceeds therefrom have been and will be segregated from all the other assets of the Issuer. Security Interests will also be created over other Issuer Assets pursuant to the MI Page 5

6 Issuer Security Documents (see the paragraph headed The Notes Segregation and Security for the Notes ). The Notes are essentially pass-through instruments repackaging the Grecale Notes. Therefore, the ability of the Issuer to meet its obligations in respect of the Notes will be primarily dependent on the receipt by the Issuer of payments due in respect of the Grecale Notes. On the Issue Date, the Grecale Notes backing the issue of the Notes and the arrangements entered into or to be entered into by the Issuer on or prior to the Issue Date, taken together with the structural features of the Grecale Programme (including the Portfolio and the proceeds expected to be received therefrom, the Swap Agreement, the Liquidity Facility, the Grecale Security, the Grecale Conditions and the rights and benefits set out in the Grecale Transaction Documents), are expected to have characteristics that demonstrate capacity to produce funds to service any payments which become due and payable in respect of the Rated Notes in accordance with the Conditions. However, regard should be had both to the characteristics of the Portfolio and the other assets and rights available to Grecale under the Grecale Programme and the risks to which Grecale and the Grecale Notes may be exposed. Prospective holders of the Notes should consider the detailed information set out elsewhere in this Prospectus, including without limitation under the sections headed Risk Factors below. The issuer of the Grecale Notes is Grecale ABS S.r.l., a società a responsabilità limitata (limited liability company) incorporated in Italy under the Securitisation Law (see the subsection headed Grecale The Parties in this section). Grecale applied the proceeds of the issue of the Grecale Notes against payment of all or part of the Purchase Price of Pools of Receivables originating from Loans in accordance with the Master Receivables Purchase Agreement entered into on 14 December 2004 with Unipol Banca, as Originator of the Receivables (see the section headed Summary of the Grecale Transaction Documents ). Pursuant to the Master Receivables Purchase Agreement, Grecale purchased the Initial Pool with economic effect as of 10 December 2004, and Additional Pools with economic effect as of 10 May 2005, 9 June 2005, 9 November 2005 and 9 December Pursuant to the Master Receivables Purchase Agreement, all Purchased Receivables complied with the Eligibility Criteria in force as of the relevant Pool Transfer Effective Date (see the section headed Summary of the Grecale Transaction Documents ). As the Portfolio has constituted and is expected to continue to constitute the principal Grecale Programme Asset in respect of the Grecale Programme, the primary source of payment of interest on and repayment of principal of the Grecale Senior Notes and of payment of interest and variable return on and repayment of principal of the Grecale Junior Notes has been and will derive from Income Collections and Collections from time to time received by Grecale in respect of the Portfolio. Funds for payments of interest on and repayments of principal of the Notes will, therefore, be derived indirectly from Income Collections and Collections received by Grecale in respect of the Portfolio and directly from interest, principal and other amounts paid by Grecale to the Issuer, as the Issuer is the sole holder of the Grecale Notes. By operation of the Securitisation Law, Grecale s right, title, interest and benefit in, to and under the Portfolio, and the Collections derived therefrom, once received by Grecale, are segregated from all the other assets of Grecale. However, the Grecale Programme is structured such that no Pool in the Portfolio (and the Collections deriving from it) is segregated from any other Pool in the Portfolio (and the Collections deriving from it). Consequently, all Pools in the Portfolio will be available as segregated Grecale Programme Assets to the Issuer as the sole holder of the Grecale Notes. MI Page 6

7 Other Grecale Programme Assets available to fund Grecale s obligations under the Grecale Notes are the Grecale Available Funds comprising, amongst other things, payment of indemnities and payments for breach of warranties (if any) under the Master Receivables Purchase Agreement. Security Interests were created over certain Grecale Programme Assets on the Grecale Closing Date pursuant to the Grecale Deed of Charge and Italian law governed pledges were created over the monetary rights arising under the Grecale Italian Securitisation Documents and the Eligible Investments (see the section headed Summary of the Grecale Transaction Documents ). Unipol Banca and Grecale entered into the Grecale Servicing Agreement on 14 December 2004 pursuant to which Grecale appointed Unipol Banca as Grecale Servicer for the Grecale Programme to carry out certain transaction management, collection and recovery activities and services in relation to the Purchased Receivables transferred to Grecale. Pursuant to the Grecale Servicing Agreement, the Grecale Servicer undertook to make Collections in respect of the Purchased Receivables, manage the Grecale Programme and manage the Portfolio in accordance with the Credit and Collection Policies. 2. ATLANTE THE PRINCIPAL PARTIES Issuer Atlante Finance S.r.l. is a società a responsabilità limitata (limited liability company) incorporated on 22 July 2005 under the laws of the Republic of Italy in accordance with Article 3 of the Italian Law No. 130 of 30 April 1999 (the Securitisation Law ) (the Issuer ). The registered office of the Issuer is at Foro Buonaparte 70, Milan 20121, Italy. The Issuer is registered in (i) the companies register held in Milan, under number ; (ii) the register held by the Ufficio Italiano dei Cambi pursuant to Article 106 of Italian Legislative Decree No. 385 of 1 September 1993, as amended (the Italian Banking Act ), under number 37109; and (iii) the special register of financial intermediaries held by the Bank of Italy pursuant to Article 107 of the Italian Banking Act. The Issuer has been established as a special purpose vehicle which may engage in the Current Securitisation and in Further Securitisations in accordance with the Securitisation Law. Pursuant to Article 3 of the Securitisation Law, the Grecale Notes and the proceeds thereof, once received by the Issuer, will, by operation of law, constitute assets segregated for all purposes from the other assets of the Issuer including assets relating to Further Securitisations. The assets relating to a particular securitisation transaction will not be available to the holders of securities issued to finance any other securitisation transaction of the Issuer or to the general creditors of the Issuer. Lead Arranger, Joint Lead Manager and Joint Bookrunner ABN AMRO Bank N.V. (London Branch), a company organised and existing under the laws of The Netherlands, acting through its London branch at 250 Bishopsgate, London EC2M 4AA, United Kingdom. MI Page 7

8 Co-Arranger, Joint Lead Manager and Joint Bookrunner Co-Arranger Corporate Services Provider Paying Agent, Grecale Notes Custodian, Calculation Agent and Representative of the Noteholders Irish Paying Agent Listing Agent Cash Manager and Transaction Account Bank Liquidity Provider Nomura International plc, a company organised and existing under the laws of England, having its registered office at Nomura House, 1 St. Martin's-le-Grand, London EC1A 4NP, United Kingdom. Unipol Merchant Banca per le Imprese S.p.A., a bank incorporated in Italy having its registered office at via Stalingrado 53, Bologna, Italy, registered with the register of banks pursuant to article 13 of the Italian Banking Act. TMF Management Italy S.r.l., a limited liability company (società a responsabilità limitata) incorporated in the Republic of Italy having its registered office is at Foro Buonaparte 70, Milan, Italy, Tax number and number of registration with the companies' register of Milan BNP Paribas Securities Services, a company incorporated under the laws of France as a société anonyme, having its registered office is at 3, Rue d Antin, Paris, France, acting through its Milan Branch located in Via Ansperto 5, Milan, Italy. BNP Paribas Securities Services, a company incorporated under the laws of France as a société anonyme, having its registered office is at 3, Rue d Antin, Paris, France, acting through its Dublin Branch located in 6 George's Dock IFSC, Dublin 1, Ireland. BNP Paribas Securities Services, a company incorporated under the laws of France as a société anonyme, having its registered office is at 3, Rue d Antin, Paris, France, acting through its Luxembourg Branch located in 23, avenue de la Porte-Neuve, L-2085 Luxembourg. BNP Paribas S.A., a company incorporated and organised under the laws of France as a société anonyme, having its registered office at 16, Boulevard des Italiens, Paris, France, acting through its Italian branch at Piazza San Fedele 2, Milan, Italy, fiscal code and VAT No , enrolled with the Companies Register held in Milan under No , registered with the register of banks held with the Bank of Italy pursuant to article 13 of the Italian Banking Act. ABN AMRO Bank N.V. (Milan Branch), a company organised and existing under the laws of The Netherlands, acting through its Milan branch whose registered office and principal place of business is at Via Meravigli, Milan, Italy, registered with the register of banks held with the Bank of Italy pursuant to article 13 of the Italian Banking Act. MI Page 8

9 Servicer Swap Counterparty and Swap Calculation Agent Quotaholder Unipol Banca S.p.A., a bank incorporated in Italy having its registered office at via Stalingrado 53, Bologna, Italy, registered with the register of banks pursuant to article 13 of the Italian Banking Act. ABN AMRO Bank N.V. (London Branch), a company organised and existing under the laws of The Netherlands, acting through its London branch at 250 Bishopsgate, London EC2M 4AA, United Kingdom. Stichting Agadir, a Dutch foundation having its registered office in Parnassustoren, Lokatellikade 1, 1076 AZ, Amsterdam, The Netherlands, registered in the Companies Register held in Amsterdam under No , Fiscal Code No THE NOTES The Issue Status of the Rated Notes On 30 May 2006 (the Issue Date ), the Issuer will issue 1,202,500,000 Class A Asset Backed Floating Rate Notes due 2047 (the Class A Notes ), 28,800,000 Class B Asset Backed Floating Rate Notes due 2047 (the Class B Notes ), 136,800,000 Class C Asset Backed Floating Rate Notes due 2047 (the Class C Notes and, together with the Class A Notes and the Class B Notes, the Rated Notes ) all at 100 per cent. of their Nominal Amount and 152,250,000 Class D Asset Backed Floating Rate and Variable Return Notes due 2047 (the Class D Notes and, together with the Rated Notes, the Notes ), at 100 per cent. of their Nominal Amount. In respect of the obligations of the Issuer to pay interest on and repay principal of the Rated Notes, the Intercreditor Agreement and the Conditions provide that Rated Notes of each Class will rank pari passu and without any preference or priority amongst themselves but will be subordinated to the claims of certain Related Third Party Creditors of the Issuer and the Other Issuer Secured Creditors that are expressed to rank ahead of the Rated Notes of the relevant Class in accordance with the applicable Priority of Payments. Before the service of an Issuer Enforcement Notice or the occurrence of an Issuer Insolvency Event, the Class B Notes will be subordinated to the Class A Notes separately (i) in point of payment of interest and (ii) in point of repayment of principal; the Class C Notes will be subordinated to the Class A Notes and the Class B Notes separately (i) in point of payment of interest and (ii) in point of repayment of principal; and the Class D Notes will be subordinated to the Rated Notes separately (i) in point of payment of interest and (ii) in point of repayment of principal. After the service of an Issuer Enforcement Notice or the MI Page 9

10 occurrence of an Issuer Insolvency Event (i) the Class B Notes will be subordinated to the Class A Notes in point of payment of interest and repayment of principal; (ii) the Class C Notes will be subordinated to the Class A Notes and the Class B Notes in point of payment of interest and repayment of principal; and (iii) the Class D Notes will be subordinated to the Rated Notes in point of payment of interest and repayment of principal. If, in the Representative of the Noteholders opinion, there is a conflict between the interests of the holders of the Most Senior Class of Notes and the holders of Notes of any other Class, the Representative of the Noteholders will have regard only to the interests of the holders of the Most Senior Class of Notes. The Notes will constitute direct and limited recourse obligations solely of the Issuer secured over certain assets of the Issuer as described in the section headed Summary of the Transaction Documents. In particular, the Notes will not be obligations or responsibilities of, or guaranteed by any person except the Issuer and no other person shall accept any liability whatsoever in respect of any failure by the Issuer to make payment of any amount due on Rated Notes. The claims of the Issuer as the sole holder of the Grecale Notes have been and will continue to be subordinated to the claims of certain Related Third Party Creditors of Grecale and the Grecale Secured Creditors that are expressed to rank ahead of the Grecale Notes of the relevant Class in accordance with the applicable Grecale Priority of Payments. Issue Price of the Rated Notes Credit Rating of Class A Notes, the Class B Notes and the Class C Notes On the Issue Date the Rated Notes will be issued at an issue price of 100 per cent. of their Nominal Amount. The Class A Notes are expected, on issue, to be rated AAA by Fitch, Aaa by Moody s and AAA by S&P. The Class B Notes are expected, on issue, to be rated A by Fitch, Aa3 by Moody s and A by S&P. The Class C Notes are expected, on issue, to be rated BBBby Fitch, Baa3 by Moody s and BBB- by S&P. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal by the assigning rating organisation. Form and Denomination of the Rated Notes The denomination of the Notes will be 50,000. The Notes will be issued in bearer and dematerialised form on behalf of the ultimate owners, until redemption or cancellation thereof, through Monte Titoli for the account of the relevant MI Page 10

11 Monte Titoli Account Holders. Monte Titoli shall act as depositary for Clearstream, Luxembourg and Euroclear. Title to the Notes will at all times be evidenced by bookentries in accordance with the provisions of Article 28 of Italian Legislative Decree No. 213 of 24 June 1998 and CONSOB Resolution No of 23 December 1998 as amended. No physical document of title will be issued in respect of the Notes. Interest on the Rated Notes Interest on the Class A Notes Interest on the Class B Notes Interest on the Class C Notes Interest and Variable Return on the Class D Notes Each Rated Note will bear interest on its Amount from (and including) the Issue Date to (but excluding) the date of final redemption as provided in Condition 7 (Interest). Interest on the Rated Notes will be payable by reference to successive Interest Periods in arrear in euro on July 2006 and thereafter quarterly on 28 April, 28 July, 28 October and 28 January in each year until redemption in full (subject to adjustment in accordance with the Modified Following Business Day Convention and subject to the Conditions, including the limited recourse provisions thereof). The Rate of Interest payable from time to time in respect of the Class A Notes will be EUR-EURIBOR-Bloomberg for three months plus a margin of 0.19 per cent. per annum. The Rate of Interest payable from time to time in respect of Class B Notes will be EUR-EURIBOR-Bloomberg for three months plus a margin of 0.62 per cent. per annum. The Rate of Interest payable from time to time in respect of Class C Notes will be EUR-EURIBOR-Bloomberg for three months plus a margin of 1.60 per cent. per annum. The Rate of Interest payable from time to time in respect of Class D Notes will be EUR-EURIBOR-Bloomberg for three months. On each Payment Date, Variable Return will be payable in respect of the Class D Notes if there are Issuer Available Funds available to be applied for that purpose. Tax All payments in respect of the Notes will be made net of any withholding or deduction required by law (including, without limitation, any Law 239 Withholding) and neither the Issuer nor any other person will be obliged to pay any additional amount or gross-up its payment to any Noteholder on account of such withholding or deduction, nor will the Issuer or any other person (including without limitation any Paying Agent) be required to indemnify the Noteholders in respect of such withheld amount (see the section headed Taxation ). Any Noteholder who (a) is not resident for tax purposes in a country which allows an adequate exchange of information MI Page 11

12 with the Republic of Italy, or (b) is resident in such a country but has not fulfilled the exception procedure set forth by Law 239, will receive amounts of interest payable on the Notes net of Italian withholding tax (see the section headed Taxation ). Segregation and Security for the Notes By operation of the Securitisation Law, all of the Issuer s rights, title, interest and benefit in, to and under the Grecale Notes, and any Interest Proceeds and Proceeds, once received by the Issuer, will be segregated from all other assets of the Issuer and will only be available, prior to, on and following a winding-up of the Issuer, to satisfy the obligations of the Issuer to the Noteholders, each of the Other Issuer Secured Creditors and any Related Third Party Creditor of the Issuer in accordance with the applicable Priority of Payments. Futher security is provided by the Pledge Agreement and the Deed of Charge (see the section headed Summary of the Transaction Documents ). Representative of the Noteholders The Representative of the Noteholders will represent the interests of the Noteholders of each Class in accordance with the Conditions of the Notes, and the interests of the Other Issuer Secured Creditors in accordance with the Intercreditor Agreement. The Representative of the Noteholders shall exercise as it sees fit all rights and discretions of the Noteholders under the Transaction Documents in accordance with the Conditions and, under the Intercreditor Agreement, shall be entitled to exercise certain other rights and discretions as agent (mandatario con rappresentanza) of all the Other Issuer Secured Creditors with respect to the Issuer Security. The actions of the Representative of the Noteholders will be binding on each of the Issuer Secured Creditors. Each of the Other Issuer Secured Creditors will agree in the Intercreditor Agreement and each of the Noteholders will agree or will be deemed to agree by virtue of the transfer to it of the Note(s), that in the exercise of its powers, authorities, duties and discretions the Representative of the Noteholders shall have regard to the Noteholders generally and shall also have regard to the interests of the Other Issuer Secured Creditors. However, if there is a conflict between the interests of the Noteholders of each Class, or between the interests of the Noteholders and the Other Issuer Secured Creditors, it shall have regard only to the interests of the holders of the Most Senior Class of Notes, and if there is a conflict between the interests of any of the Other Issuer Secured Creditors, it shall have regard only to the interests of the Issuer Secured Creditor the amounts owed to which rank highest in the relevant Priority of MI Page 12

13 Payments. Each Noteholder, by purchasing the relevant Note, shall be deemed to agree, and each of the Other Issuer Secured Creditors will acknowledge pursuant to the Intercreditor Agreement, that the Representative of the Noteholders shall not be bound to take any steps or institute any proceedings after an Issuer Enforcement Notice has been served upon the Issuer or an Issuer Insolvency Event has occurred or to exercise any rights granted under the mandate conferred on it by the Issuer under the Intercreditor Agreement unless it has been indemnified to its satisfaction against all actions, proceedings, claims and demands to which it may thereby render itself liable and all costs, charges, damages and expenses which it may incur by so doing. The Representative of the Noteholders shall not be liable in respect of any loss, liability, claim, expense or damage suffered or incurred by any Issuer Secured Creditor as a result of the performance of its duties save where such loss, liability, claim, expense or damage is suffered or incurred as a result of any gross negligence (colpa grave), wilful default or fraud (dolo) of the Representative of the Noteholders. Limitation on individual rights and non-petition Under the terms of the Intercreditor Agreement and the Conditions, each of the Issuer Secured Creditors will agree that only the Representative of the Noteholders is entitled to enforce the Issuer Security and institute any proceedings against the Issuer, take any steps for the purposes of obtaining payment of any amount expressed to be payable to the Issuer Secured Creditors or enforce any other obligation of the Issuer under the Conditions of each Class and/or the Transaction Documents, except in the limited circumstances permitted under the Conditions and the Intercreditor Agreement. No Issuer Secured Creditor may exercise any right of set-off (compensazione) against the Issuer under the Notes and/or the Transaction Documents or otherwise other than as may be expressly provided therein. Subject to and in accordance with the Intercreditor Agreement and the Conditions, no Issuer Secured Creditor may take any steps for the purpose of commencing any Insolvency Proceedings against the Issuer until one year and one day has elapsed following redemption in full of all the Notes issued by the Issuer from time to time. Events of Default The events which would cause a default in respect of the Notes are set out in Condition 11 (Events of Default and Enforcement). MI Page 13

14 Priority of Payments The Income Priority of Payments is set out in Condition 6.1 (Pre-Enforcement Income Priority of Payments), the Priority of Payments in Condition 6.2 (Pre- Enforcement Priority of Payments) and the Post-Enforcement Priority of Payments in Condition 6.4 (Post-Enforcement Priority of Payments). Redemption of the Rated Notes and Maturity Date Initial Period Mandatory Pro Rata Redemption in Whole or in Part of the Rated Notes Redemption for Taxation If not redeemed earlier as described below, the Rated Notes of each Class will be redeemed by the Issuer at their Amount on their relevant Maturity Date. The Initial Period for both the Notes and the Grecale Notes will end 18 calendar months after the Issue Date. The Issuer may not redeem the Notes in whole or in part during the Initial Period. The Notes will be subject to mandatory pro rata redemption in whole or in part on each Payment Date starting from the end of the Initial Period. of each Class of Notes will be redeemed to the extent that the Issuer has sufficient Available Funds to be applied in accordance with the Priority of Payments. In such case, the Issuer will be obliged to give no fewer than two Business Days prior notice to, amongst others, the Stock Exchange, Monte Titoli and the relevant Noteholders in accordance with Condition 16 (Notice to Noteholders). Pursuant to and subject to the detailed provisions of Condition 8(d) (Redemption for Tax), following the occurrence of certain tax events, including, if the Issuer is required to make a deduction or withholding (other than in respect of a Law 239 Withholding) from any repayment of principal of or payment of interest on the Notes, the Issuer may, on any Payment Date after the end of the Initial Period, redeem all but not some of the Notes (or the Rated Notes, as the case may be) provided that the amount to be applied in connection with such redemption is sufficient to redeem all (but not some only) of either (a) the Notes or (b) the Rated Notes only, with the consent thereto of the Class D Noteholders. In such circumstances, the Issuer may dispose of the Grecale Notes and the other Issuer Assets in order to finance the redemption of the Notes. It will give no fewer than 30 nor more than 60 days prior notice to, amongst others, the relevant Noteholders, the Stock Exchange and Monte Titoli in accordance with Condition 16 (Notice to Noteholders). Custody of the Grecale Notes Pursuant to the Cash Management, Custody and Servicing Agreement, the Issuer will hold the Grecale Notes on the Securities Account opened by it with the Grecale Notes MI Page 14

15 Custodian. The Grecale Notes Custodian will procure the crediting of any Interest Proceeds and Proceeds payable on the Grecale Notes held by it to either the Issuer Main Account or to such account as it will be instructed by the Paying Agent for payment of interest and repayment of principal on the Notes. Credit and Liquidity Structure Credit Trigger Events Credit support will be available to the Rated Noteholders in the form of the Class D Notes and through the operation of the Deficiency Ledger, and liquidity support will be available to the Rated Noteholders in the form of the Swap Agreement and the Liquidity Facility Agreement (see the section headed Summary of the Transaction Documents ). Following the occurrence of either a Class B Credit Trigger Event, a Class C Credit Trigger Event or a Class D Credit Trigger Event and at all times thereafter (regardless of whether or not such Class B Credit Trigger Event or Class C Credit Trigger Event or Class D Credit Trigger Event is still subsisting), a portion of the Income Available Funds will treated as Available Funds and applied in accordance with the Priority of Payments (see Conditions 6.1 (Pre-Enforcement Income Priority of Payments) and 6.2 (Pre-Enforcement Priority of Payments)). The effect of the Credit Trigger Events is to accelerate the amortisation of the Class A Notes or of the Class A Notes, the Class B Notes and the Class C Notes, as the case may be, where the credit quality of the Portfolio deteriorates. Once a Credit Trigger Event has occurred, it cannot subsequently be rectified in order to restore the application of funds to the position that applied immediately prior to such Credit Trigger Event occurring. Limited Recourse and Extinguishment of Claims Listing and Trading Both before and after the service of an Issuer Enforcement Notice, or the occurrence of an Issuer Insolvency Event, the claims of each Class of Noteholders will be limited to its respective pro rata share of the Issuer Available Funds in accordance with the relevant Priority of Payments. Once the Issuer Assets have been realised and each Noteholder has been paid its respective pro rata share, the obligations of the Issuer to such Noteholder will be deemed to be discharged in full, will cease to be capable of becoming due and will be cancelled. Application has been made to the Irish Financial Services Regulatory Authority, as competent authority under Directive 2003/71/EC, for this Prospectus to be approved. Application has been made to the Irish Stock Exchange for MI Page 15

16 the Rated Notes to be admitted to the Official List and trading on its regulated market. No application will be made to list the Class D Notes on any stock exchange. Purchase of the Notes by the Issuer Governing Law of the Notes The Issuer may not purchase any Note at any time. The Notes will be governed by Italian law. 4. GRECALE THE PRINCIPAL PARTIES Issuer of the Grecale Notes Grecale ABS S.r.l., a società a responsabilità limitata (limited liability company) incorporated on 2 October 2002 under the laws of the Republic of Italy in accordance with Article 3 of the Securitisation Law ( Grecale ). The registered office of Grecale is at via Stalingrado 53, Bologna, Italy. Grecale is registered in (i) the companies register held in Bologna, under number ; (ii) the register of financial companies held by Ufficio Italiano dei Cambi pursuant to Article 106 of the Italian Banking Act under registered number and (iii) the special register of financial intermediaries held by the Bank of Italy pursuant to Article 107 of the Italian Banking Act. Grecale has been established as a special purpose vehicle which may engage in the Current Securitisations and Further Securitisations in accordance with the Securitisation Law. Pursuant to Article 3 of the Securitisation Law, the receivables and the proceeds deriving therefrom relating to each securitisation transaction engaged in by Grecale will, by operation of law, constitute assets segregated for all purposes from the assets of Grecale and from assets relating to other securitisation transactions. The assets relating to a particular securitisation transaction will not be available to the holders of securities issued to finance any other securitisation transaction or to the general creditors of Grecale. Grecale Corporate Services Provider Grecale Paying Agent, Grecale Custodian Bank, Grecale Calculation Agent and Grecale Representative of the Noteholders Originator Grecale Servicer Unipol Banca. BNP Paribas Securities Services, Milan Branch. Unipol Banca. Unipol Banca. MI Page 16