ROSE No. 1 SECURITISATION NOTES (Article 62 Asset Identification Code TGSBRSNXXN0024)

Transcription

1 ROSE No. 1 SECURITISATION NOTES (Article 62 Asset Identification Code TGSBRSNXXN0024) 400,000,000 Assets Backed Floating Rate Securitisation Notes due 2012 Issue Price: 100 per cent. Issued by TAGUS Sociedade de Titularização de Créditos, S.A. (Incorporated in Portugal with limited liability under registered number ) This Prospectus is dated 19 December The 400,000,000 Asset Backed Floating Rate Securitisation Notes due 2012 (the Notes ) of Tagus Sociedade de Titularização de Créditos, S.A. (the Issuer ) will be issued on 19 December 2007 (the Closing Date ). The issue price of the Notes is 100 per cent. of their principal amount. Interest on the Notes is payable on 17 March 2008 and thereafter quarterly in arrear on 15 March, June, September and December in each year (or, if such day is not a Business Day, the next succeeding Business Day (each a Payment Date ). Interest on the Notes is payable in respect of each Interest Period at an annual rate equal to the sum of the European Interbank Offered Rate for three month euro deposits ( EURIBOR ) plus, for each Interest Period, a margin of 1.15 per cent. per annum (the Margin ). To the extent not previously redeemed, principal payments on the Notes will begin on the Payment Date falling on 15 December 2008 and will be made annually until the Final Legal Maturity Date in accordance with the Amortisation Schedule. Payments on the Notes will be made in euro after any Tax Deduction (as defined below). The Notes will not provide for additional payments by way of gross-up in the case that interest payable under the Notes is or becomes subject to income taxes (including withholding taxes) or other taxes, unless, as provided in the Conditions, the Originator decides not to repurchase the Future Receivables following a Tax Event, in which case Brisa Auto-Estradas de Portugal, S.A. (the Originator ) will bear the relevant income taxes (including withholding taxes) or other taxes as per the terms of the Future Receivables Sale Agreement. See Principal Features of the Notes Taxes. The Notes will be redeemed at their Principal Amount Outstanding on the Final Legal Maturity Date to the extent not previously redeemed. See Principal Features of the Notes. Payments of interest on the Notes on each Payment Date will be made in accordance with the Payments Priorities. The Notes will be subject to optional redemption (in whole but not in part) at their Principal Amount Outstanding, accrued with the applicable unpaid interest up to the relevant redemption date, at the option of the Issuer, on the relevant Business Day, notably following the occurrence of certain tax changes concerning, inter alia, the Issuer, the Transaction Assets and/or the Notes. The Notes will also be subject to optional redemption (in whole or in part) at the relevant Principal Amount Outstanding, (i) accrued with the applicable unpaid interest up to the relevant redemption date plus 0.25 per cent. over the Principal Amount Outstanding of the Notes or (ii) accrued with the applicable Repurchase Premium (as defined), depending on whether the option has been exercised up to and including the First Payment Date or after the First Payment Date, respectively, at the option of the Issuer, on any Business Day if the option has been exercised up to and including the First Payment Date, or on the Payment Date immediately following the exercise of the repurchase option if the same has been exercised after the First Payment Date. The source of funds for the payment of principal and interest on the Notes will be the right of the Issuer to receive payments in respect of the Future Receivables originated, and which existence is guaranteed, by the Originator under the Concession Agreement (as defined). The Notes are limited recourse obligations and are obligations solely of the Issuer and are not the obligations of, or guaranteed by, and will not be the responsibility of, any other entity. In particular, the Notes will not be obligations of and will not be guaranteed by the Common Representative or the Lead Manager. The Notes are unrated. This document constitutes a prospectus for the purposes of Directive 2003/71/EC. Application has been made to the Irish Financial Services Regulatory Authority (the IFSRA ), as the competent authority under Directive 2003/71/EC, for the Prospectus to be approved. Application has been made for the Notes to be admitted to the Official List of the Irish Stock Exchange and for trading on its main market. The language of the Prospectus is English. Certain legislative references and technical terms have been cited in their original language in order that the correct technical meaning may be ascribed to them under applicable law. The Notes will initially be represented by a temporary global note in bearer form, without coupons or talons, which is expected to be deposited with a common safekeeper for Euroclear and Clearstream Luxembourg on or about the Closing Date. Each such Temporary Global Note will be exchangeable 40 days after the later of the Closing Date and the commencement of the offering of the Notes upon certification of non-u.s. beneficial ownership for interests in a permanent global note in bearer form, without coupons or talons, for the Notes, which will also be deposited with a common safekeeper for Euroclear and Clearstream, Luxembourg. Particular attention is drawn to the section herein entitled Risk Factors, beginning on page 18, for a discussion of certain risks that investors should consider when deciding whether or not to invest in the Notes. Arranger and Lead Manager Co-Manager Banco Santander, S.A.

2 Responsibility Statements The Issuer accepts responsibility for the information contained in this document. To the best of the knowledge and belief of the Issuer, the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. This statement is without prejudice to any liability which may arise under Portuguese law. The Issuer further confirms that this Prospectus contains all information which is material in the context of the issue of the Notes, that such information contained in this Prospectus is true and accurate in all material respects and is not misleading, that the opinions and the intentions expressed in it are honestly held by it and that there are no other facts the omission of which makes this Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect and all proper enquiries have been made to ascertain and to verify the foregoing. The Issuer accepts responsibility accordingly (except where another party mentioned below accepts responsibility for certain information) and the Issuer has confirmed to the Lead Manager that the Issuer accepts such responsibility. Brisa in its capacity as Originator accepts responsibility for the information contained in this document relating to itself, to the description of its rights and obligations in respect of all information relating to the Future Receivables Sale Agreement, the Future Receivables Servicing Agreement and all information relating to the Future Receivables in the sections headed Characteristics of the Future Receivables, Originator s Standard Business Practices and Servicing The Concession Agreement and Description of the Originator (together, the Originator Information ) and, to the best knowledge and belief of the Originator, the Originator Information is in accordance with the facts and does not omit anything likely to affect the import of such information. No representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Originator as to the accuracy or completeness of any information contained in this Prospectus (other than the Originator Information) or any other information supplied in connection with the Notes or their distribution. Deutsche Bank AG, London Branch, in its capacity as the Issuer Account Bank accepts responsibility for the information in this document relating to itself in this regard in the section headed The Issuer Account Bank (the Issuer Account Bank Information ) and such Issuer Account Bank Information is in accordance with the facts and does not omit anything likely to affect the import of such information. No representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Issuer Account Bank as to the accuracy or completeness of any information contained in this Prospectus (other than the Issuer Account Bank Information) or any other information supplied in connection with the Notes or their distribution. The Notes will be obligations solely of the Issuer and will not be obligations of, and will not be guaranteed by, and will not be the responsibility of, any other entity. In particular, the Notes will not be the obligations of, and will not be guaranteed, by the Originator, the Transaction Manager, the Common Representative, the Issuer Account Bank, the Paying Agent, and the Arranger and Lead Manager (together the Transaction Parties ). This Prospectus may only be used for the purposes for which it has been published. This Prospectus is not, and under no circumstances is to be construed as an advertisement, and the offering contemplated in this Prospectus is not, and under no circumstances is it to be construed as, an offering of the Notes to the public. Forward Looking Statement Certain statements in this Prospectus constitute forward-looking statements. Such forward-looking statements involved known and unknown risks, uncertainties and other factors that may cause the success of collections, the actual cash flow generated by the Future Receivables (as defined herein), the continued 2

3 generation of Future Receivables by the Originator or other matters described in such forward-looking statements to differ materially from the information set forth herein and to be materially different from any future results, performance or financial condition expressed or implied by such forward-looking statements. See Risk Factors. While all reasonable care has been taken to ensure that the facts stated herein are accurate and that the forward-looking statements, opinions and expectations contained herein are based on fair and reasonable assumptions, the matters described in such forward-looking statements may differ materially from the projections set forth in any forward-looking statements herein. Investors should not place undue reliance on forward-looking statements and are advised to make their own independent analysis and determination with respect of any forecasted periods contained in this Prospectus. No party to the offering undertakes any obligation to revise these forward-looking statements to reflect subsequent events or circumstances. Representations about the Notes No person has been authorised to give any information or to make any representations, other than those contained in this Prospectus, in connection with the issue and sale of the Notes and, if given or made, such information or representations must not be relied upon as having been authorised by any of the Transaction Parties. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that the information herein is correct as of any time subsequent to the date hereof. No action has been taken by the Issuer or the Arranger and Lead Manager other than as set out in this Prospectus that would permit a public offer of the Notes in any country or jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Prospectus (nor any part hereof) nor any preliminary prospectus, prospectus, form of application, advertisement or other offering materials may be issued, distributed or published in any country or jurisdiction except in circumstances that will result in compliance with applicable laws, orders, rules and regulations, and the Issuer, the Arranger and Lead Manager have represented that all offers and sales by them have been made on such terms. Each person receiving this Prospectus shall be deemed to acknowledge that (i) such person has not relied on the Lead Manager or on any person affiliated with the Lead Manager in connection with its investment decision, and (ii) no person has been authorised to give any information or to make any representation concerning the Notes offered hereby except as contained in this Prospectus, and, if given or made, such other information or representation should not be relied upon as having been authorised by the Issuer or the Arranger and Lead Manager. If you are in any doubt about the contents of this document you should consult your stockbroker, bank manager, solicitor, accountant or other financial adviser. It should be remembered that the price of securities and the income from them can go down as well as up. Financial Condition of the Issuer Neither the delivery of this Prospectus nor the offering, sale or delivery of any Note shall in any circumstances create any implication that there has been no adverse change, or any event reasonably likely to involve any adverse change, in the condition (financial or otherwise) of the Issuer since the date of this Prospectus. 3

4 Selling Restrictions Summary This Prospectus does not constitute an offer of, or an invitation by or on behalf of any of the Transaction Parties to subscribe for or purchase any of the Notes and this document may not be used for or in connection with an offer to, or a solicitation of an offer by, anyone in any jurisdiction or in any circumstances in which such offer or solicitation is not authorised or is unlawful. The distribution of this Prospectus and the offering, sale and delivery of the Notes in certain jurisdictions is restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer and the Arranger and Lead Manager to inform themselves about and to observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries of the Notes and on distribution of this Prospectus and other offering material relating to the Notes, see Subscription and Sale herein. Currency In this Prospectus, unless otherwise specified, references to, EUR or euro are to the lawful currency of the member states of the European Union participating in Economic and Monetary Union as contemplated by the Treaty. Certain figures included in this Prospectus have been subject to rounding adjustments; accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede them. Interpretation Capitalised terms used in this Prospectus, unless otherwise indicated, have the meanings set out in this Prospectus and, in particular in the Conditions. An index of defined terms used in this Prospectus appears on pages 118 to 120. A reference to a Condition or the Conditions is a reference to a numbered Condition or Conditions set out in the Terms and Conditions of the Notes below. 4

5 Contents Heading Page THE PARTIES... 6 PRINCIPAL FEATURES OF THE NOTES... 8 OVERVIEW OF THE TRANSACTION STRUCTURE AND CASH FLOW DIAGRAM OF TRANSACTION RISK FACTORS OVERVIEW OF CERTAIN TRANSACTION DOCUMENTS USE OF PROCEEDS CHARACTERISTICS OF THE FUTURE RECEIVABLES ORIGINATOR S STANDARD BUSINESS PRACTICES AND SERVICING THE CONCESSION AGREEMENT DESCRIPTION OF THE ISSUER DESCRIPTION OF THE ORIGINATOR DESCRIPTION OF THE ISSUER ACCOUNT BANK SELECTED ASPECTS OF PORTUGUESE LAW RELEVANT TO THE FUTURE RECEIVABLES AND THE TRANSFER OF THE BACKED FUTURE RECEIVABLES SUMMARY OF PROVISIONS RELATING TO NOTES IN GLOBAL FORM TERMS AND CONDITIONS OF THE NOTES TAXATION SUBSCRIPTION AND SALE GENERAL INFORMATION INDEX OF DEFINED TERMS APPENDIX

6 THE PARTIES Issuer: Originator: Servicer: Common Representative: Transaction Manager: Issuer Account Bank: Paying Agent: Transaction Creditors: Tagus Sociedade de Titularização de Créditos, S.A., a limited liability company incorporated under the laws of Portugal as a special purpose vehicle for the purposes of issuing asset-backed securities, having its registered office at Rua Castilho, no. 20, Lisbon, Portugal with a share capital of 250,000 and registered with the Commercial Registry of Lisbon under the sole registration and tax number Brisa Auto-Estradas de Portugal, S.A., a listed company ( sociedade aberta ) incorporated under the laws of Portugal, having its registered office at Quinta da Torre de Aguilha Edifício Brisa, São Domingos de Rana, Portugal, with a share capital of 600,000,000 and registered with the Commercial Registry of Cascais under the sole registration and tax number , or any successor thereof in accordance with the provisions of the Future Receivables Sale Agreement. Brisa Auto-Estradas de Portugal, S.A., a listed company ( sociedade aberta ) incorporated under the laws of Portugal, having its registered office at Quinta da Torre de Aguilha Edifício Brisa, São Domingos de Rana, Portugal, with a share capital of 600,000,000 and registered with the Commercial Registry of Cascais under the sole registration and tax number , or any successor thereof in accordance with the provisions of the Future Receivables Servicing Agreement. Deutsche Trustee Company Limited, in its capacity as representative of the Noteholders pursuant to article 65 of the Securitisation Law in accordance with the Conditions and the terms of the Common Representative Appointment Agreement. Deutsche Bank AG, London Branch, in its capacity as transaction manager and as non-exclusive agent to the Issuer in accordance with the terms of the Transaction Management and Issuer Account Agreement, acting through its office at Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom. Deutsche Bank AG, London Branch, in its capacity as the bank at which the Issuer Account is held in accordance with the terms of the Transaction Management and Issuer Account Agreement, acting through its office at Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom. Deutsche Bank AG, London Branch, in its capacity as the paying agent in respect of the Notes in accordance with the terms of the Paying Agency Agreement, acting through its office at Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom. The Common Representative, the Paying Agents, the Transaction Manager, the Issuer Account Bank, the Originator and the Servicer. 6

7 Arranger and Lead Manager: Listing Agent: Common Safekeeper: International Central Securities Depositaries ( ICSDs ): Deutsche Bank AG, London Branch, acting through its office at Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom. Deutsche Bank Luxembourg S.A. Clearstream Banking Luxembourg, S.A. Each of Euroclear and Clearstream, Luxembourg. 7

8 PRINCIPAL FEATURES OF THE NOTES The following is a summary of certain aspects of the Terms and Conditions of the Notes of which prospective Noteholders should be aware. This summary is not intended to be exhaustive and prospective Noteholders should read the detailed information set out in this document and reach their own views prior to making any investment decision. Notes: The Issuer intends to issue on the Closing Date in accordance with the terms of the Common Representative Appointment Agreement and subject to the Conditions the following Notes (the Notes ): 400,000,000 Asset Backed Floating Rate Securitisation Notes due Issue Price: Form and Denomination: The Notes will be issued at 100 per cent. of their principal amount. The Notes will be in bearer form and in minimum denominations of 50,000 each (the Minimum Denomination ). The Notes will initially be in the form of a Temporary Global Note in bearer form without interest coupons, which will be delivered on the Closing Date to a common safekeeper for Euroclear and Clearstream, Luxembourg. The Temporary Global Note of the Notes will be exchangeable, in whole or in part, for interests in a Permanent Global Note in bearer form of the Notes, without interest coupons or talons, not earlier than 40 days after the Closing Date upon certification as to non-u.s. beneficial ownership. In certain limited circumstances Notes in bearer definitive form with interest coupons, principal receipts and talons attached may be issued. Each Global Note will be in the form of a new global note. The Notes are intended to be held in a manner which will allow Eurosystem eligibility. This means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria. Status and Ranking: The Notes will constitute direct limited recourse obligations of the Issuer and will benefit from the statutory segregation provided by the Securitisation Law (as defined in Risk Factors The Securitisation Law ). The Notes represent the right to receive interest and principal payments from the Issuer in accordance with the Conditions, the Common Representative Appointment Agreement and the relevant Payments Priorities. Limited Recourse: All obligations of the Issuer to the Noteholders or to the Transaction Parties in respect of the Notes or the other Transaction Documents, 8

9 including, without limitation, the Issuer Obligations, are limited in recourse and, as set out in Condition 9 (Limited Recourse), the Noteholders and/or the Transaction Parties will only have a claim in respect of the Transaction Assets and will not have any claim, by operation of law or otherwise, against, or recourse to, any of the Issuer s other assets or its contributed capital. Statutory Segregation and Security for the Notes: Use of Proceeds: Rate of Interest: Interest Accrual Period: Payment Date: Business Day: Final Redemption: The Notes and the other obligations of the Issuer under the Transaction Documents owing to the Transaction Creditors will have the benefit of the statutory segregation provided by the Securitisation Law. On or about the Closing Date the Issuer will apply the proceeds of the issue of the Notes solely towards the purchase of the Future Receivables pursuant to the Future Receivables Sale Agreement. The Notes will represent entitlements to payment of interest in respect of each successive Interest Period from 17 December 2007 at an annual rate equal to three months EURIBOR plus the Margin. Interest on the Notes will be paid quarterly in arrear. Interest will accrue from, and including, the immediately preceding Payment Date (or, in the case of the First Payment Date, 17 December 2007) to, but excluding, the relevant Payment Date. Interest on the Notes is payable quarterly in arrear on 15 March, June, September and December in each year (or, if such day is not a Business Day, the next succeeding Business Day). Any day on which the TARGET System is open for settlement of payments in euro or, if such TARGET Day is not a day on which banks are open for general business in London and in Lisbon, the next succeeding TARGET Day on which banks are open for general business in London and in Lisbon. Unless the Notes have previously been redeemed in full as described in Condition 8 (Final Redemption and Optional Redemption), the Notes will be redeemed by the Issuer on the Final Legal Maturity Date at their Principal Amount Outstanding. Final Legal Maturity Date: The Payment Date falling on 17 December Taxation in respect of the Notes: Payments of interest and principal and other amounts due under the Notes will be subject to income taxes, including applicable withholding taxes (if any), and other taxes (if any) and neither the Issuer nor any other person will be obliged to pay additional amounts in relation thereto. Income generated by the holding (distributions) or transfer (capital gains) of the Notes is generally subject to Portuguese tax for debt notes (obrigações) if the holder is a Portuguese resident or has a permanent establishment in Portugal to which the income might be attributable. Pursuant to the Securitisation Tax Law, any payments of interest made in respect of the Notes to Noteholders who are not Portuguese 9

10 residents and do not have a permanent establishment in Portugal to which the income might be attributable will be exempt from Portuguese income tax. The above-mentioned exemption from income tax does not apply to non-resident companies if (i) more than 25 per cent. of the company s share capital is held, either directly or indirectly, by Portuguese residents, or (ii) the company s country of residence is any of the jurisdictions listed as tax havens in Regulation no. 150/2004, of 13 February 2004 (as amended). No Purchase of Notes by the Issuer: Optional Redemption in Whole: The Issuer may not at any time purchase any of the Notes. If, following the occurrence of any of the following events (each, a Tax Event ), the Originator repurchases the Future Receivables in whole in accordance with the provisions of the Future Receivables Sale Agreement (See Overview of certain Transaction Documents - Future Receivables Sale Agreement ), the Issuer will, on the relevant Business Day, subject to certain conditions, redeem all (but not some only) of the Notes at their Principal Amount Outstanding, accrued with the applicable unpaid interest up to the relevant redemption date: (a) (b) a change in the Tax law of the Issuer s Jurisdiction (or the application or official interpretation of such Tax law), that requires the Issuer to make a Tax Deduction from any payment in respect of the Notes (other than by reason of the relevant Noteholder having some connection with the Republic of Portugal other than the holding of the Notes or related Coupons); or a change in the Tax law of the Issuer s Jurisdiction (or any change in the application or official interpretation of such Tax law), that would not entitle the Issuer to relief for the purposes of such Tax law for any material amount which it is obliged to pay, or that would result in the Issuer being treated as receiving for the purposes of such Tax law any material amount which it is not entitled to receive, in each case under the Transaction Documents. provided that if the Originator decides not to repurchase the Future Receivables following the occurrence of a Tax Event, the Originator will bear the relevant income taxes (including withholding taxes) or other taxes as per the terms of the Future Receivables Sale Agreement. Optional Redemption in Whole or in Part: The Notes may be redeemed by the Issuer in whole or in part (in this latter case, in multiples of 20,000,000), subject to the prior exercise of the Repurchase Option (See Overview of certain Transaction Documents - Future Receivables Sale Agreement ), in the following terms and conditions: (a) up to and including the First Payment Date, on the Business Day following the one on which the Issuer receives the 10

11 proceeds from the exercise of the Repurchase Option, subject to a payment equal to the then Principal Amount Outstanding of the redeemed Notes, accrued with the applicable unpaid interest up to the relevant redemption date plus 0.25 per cent. over the Principal Amount Outstanding of the redeemed Notes; or (b) after the First Payment Date, on the Payment Date immediately following the exercise of the Repurchase Option, subject to a payment equal to the then Principal Amount Outstanding of the redeemed Notes plus the applicable Repurchase Premium. Repurchase Premium means the difference between (i) the present value (discounted at the then Redemption Rate) of the margin on the Notes (the Margin ) multiplied by the Principal Amount Outstanding of the Notes as per the Amortisation Schedule and (ii) the present value (discounted at the then Redemption Rate) of the Margin multiplied by the Principal Amount Outstanding of the Notes as per the revised Amortisation Schedule following the early redemption by the Issuer. For this purpose, Redemption Rate is equal to the midswap rate for a hypothetical floating-to-fixed interest rate swap, with the same amortisation profile as the Notes, at the time of early redemption. Should the Notes be redeemed by the Issuer in part only, any early redemption amounts will be allocated on a pro rata basis of the Principal Amount Outstanding on the Notes to reduce all the amortisation amounts payable on subsequent Payment Dates until all Notes have been redeemed in full. Paying Agent: Transfers of Notes: Settlement: Listing: The Issuer will appoint the Paying Agent with respect to payments due under the Notes. The Issuer will procure that, for so long as any Notes are outstanding, there will always be a Paying Agent to perform the functions assigned to it. The Issuer may at any time, by giving not less than 30 calendar days notice, replace the Paying Agent by one or more banks or other financial institutions which will assume such functions. As consideration for performance of the paying agency services, the Issuer will pay the Paying Agent a fee. Transfers of Notes will require appropriate entries in securities accounts. Transfers of Notes between Euroclear participants, between Clearstream, Luxembourg participants and between Euroclear participants on the one hand and Clearstream, Luxembourg participants on the other hand will be effectuated in accordance with procedures established for these purposes by Euroclear and Clearstream, Luxembourg respectively. Delivery of the Notes is expected to be made on or about the Closing Date. Application has been made for the Notes to be admitted to the Official List of the Irish Stock Exchange and for trading on its main market. 11

12 Governing Law: The Notes and each of the Transaction Documents will be governed by Portuguese law. 12

13 OVERVIEW OF THE TRANSACTION Purchase of Future Receivables: Under the terms of the Future Receivables Sale Agreement and pursuant to article 4.3 of the Securitisation Law, the Originator will assign to the Issuer and the Issuer will, subject to satisfaction of certain conditions precedent, purchase from the Originator, Future Receivables in an amount equivalent to 105 per cent. of the Debt Service. Future Receivables means the future rights of credits (including any Ancillary Rights) corresponding to the tariff paid at the tolls by the users of the motorways which the Originator operates under the Concession Agreement and which are assigned as of the Closing Date by the Originator to the Issuer. Debt Service means an amount equal to the sum of (i) principal payments due on the Notes in accordance with Condition 8 (Final Redemption and Optional Redemption), as applicable; (ii) threemonth EURIBOR plus the Margin multiplied by the Principal Amount Outstanding of Notes as at the related Calculation Date, calculated on the basis of the applicable Day Count Fraction; and (iii) the expenses, fees and commissions due by the Issuer under the Payments Priorities. Under the Future Receivables Sale Agreement, the Originator guarantees that the Future Receivables originated during each Collection Period will be sufficient to cover 105 per cent. of the Debt Service to be transferred to the Issuer Account on the related Quarterly Transfer Date and payable on the immediately following Payment Date and, on each Quarterly Transfer Date and as per indication of the Issuer (or the Transaction Manager on its behalf), the Originator will transfer to the Issuer an amount equal to 100 per cent. of the Debt Service in respect of the related Interest Period. In relation to each day of each Collection Period, the Future Receivables that are allocated to the payment of 100 per cent. of the Debt Service on the related Quarterly Transfer Date shall correspond to an amount equivalent to 105 per cent. of that Debt Service divided by the number of days of such Collection Period. Also pursuant to the Future Receivables Sale Agreement, in case the Originator is unable to originate sufficient Future Receivables to meet its obligations for a given Collection Period, the Originator will in any event pay to the Issuer an amount equal to such shortfall of Future Receivables, in order to ensure that the Issuer receives, for such Collection Period, on the related Quarterly Transfer Date, an amount equal to 100 per cent. of the relevant Debt Service. Under the Future Receivables Sale Agreement, the Originator covenants not to sell or otherwise transfer, pledge or encumber further future receivables to the benefit of third parties in such a way as to render the payments due by the Originator under the Future 13

14 Receivables Sale Agreement subordinated to the obligations assumed by the Originator towards such third parties. Other than this restriction, there will be no further restriction on the Originator selling future receivables to third parties, provided such sale to a third party does not prevent, or otherwise hinder the ability of, the Originator from meeting in time and in full its obligations under the Future Receivables Sale Agreement. Consideration for Purchase of the Future Receivables: Estimation of the Future Receivables: Servicing of the Future Receivables: In consideration for the assignment of the Future Receivables on the Closing Date, the Issuer will pay the Purchase Price. The estimation of the Future Receivables has been made taking into account historic data pertaining to the Future Receivables, which have been analysed in a report produced by KPMG II - Consultores de Negócios, S.A, based on audited accounts and other information disclosed on the annual reports of Brisa. Pursuant to the terms of the Future Receivables Servicing Agreement, the Servicer will agree to administer and service the Future Receivables originated and assigned by the Originator to the Issuer on behalf of the Issuer and, in particular, to: (a) (b) (c) collect the Future Receivables due in respect thereof; set and update the amount of the Future Receivables in accordance with the relevant legal provisions; and administer relationships with the Toll Payers; Servicer Reporting: Brisa, in its capacity as the Servicer, will be required no later than 2 Business Days after each Calculation Date (with the exception of the First Calculation Date) to deliver to the Transaction Manager a report (the Quarterly Report ) in form and substance similar to the template contained in Schedule 2 of the Future Receivables Servicing Agreement containing information on the Future Receivables relating to the period from the last date covered by the previous Quarterly Report. Investor Reporting: Issuer Account: The Transaction Manager will ensure the publication of the Quarterly Report on Bloomberg, and include details of the Notes outstanding, no later than 12:00 p.m. (Lisbon and London time) of the fifth Business Day following receipt of the Quarterly Report from the Servicer. The Issuer will establish the Issuer Account in its name at the Issuer Account Bank. The Issuer Account will be operated by the Transaction Manager in accordance with the terms of the Transaction Management and Issuer Account Agreement for the purposes of, inter alia, making payments to Noteholders and the other payments due by the Issuer in accordance with the Payments Priorities. For each Interest Period, and by no later than 12:30 p.m. (Lisbon and 14

15 London time) on the Quarterly Transfer Date prior to each Payment Date, the Servicer will, following indication by the Issuer (or the Transaction Manager on its behalf), and in accordance with the terms of the Future Receivables Sale Agreement and the Future Receivables Servicing Agreement, make available to the Issuer Account an amount equivalent to 100 per cent. of the Debt Service in respect of the relevant Interest Period. Payments from Issuer Account on each Business Day: Repurchase of Future Receivables: On each Business Day, funds standing to the credit of the Issuer Account will be applied by the Issuer in or towards payment of (i) an amount equal to any Incorrect Payment to the Originator due on such Business Day and (ii) other amounts, including Tax payments. The Originator has the option of buying back all or part (in this latter case, in multiples of 20,000,000) of the Future Receivables in the following terms and conditions: (a) up to and including the First Payment Date, on any Business Day, subject to a payment equal to: (1) the Debt Service; plus (2) 0.25 per cent. of the Future Receivables subject to the Repurchase Option; or (b) after the First Payment Date, on any Quarterly Transfer Date, subject to the payment of an additional amount equal to the applicable Repurchase Premium. For the avoidance of doubt, if the Originator repurchases Future Receivables in an amount equivalent to 100 per cent. of the then outstanding Debt Service, it is understood that the Originator has repurchased all the outstanding Future Receivables. Statutory segregation for the Notes, right of recourse and Issuer Obligations: The Notes will have the benefit of the statutory segregation provided for by article 62 of the Securitisation Law which provides that the assets and liabilities of the Issuer in respect of each transaction entered into by the Issuer are completely segregated from the other assets and liabilities of the Issuer ( património autónomo ). In accordance with the terms of article 61 and the subsequent articles of the Securitisation Law the right of recourse of the Noteholders is limited to the specific pool of assets, including the Future Receivables, the Collections, the Issuer Account, the Issuer s rights in respect of the Transaction Documents and any other right and/or benefit, either contractual or statutory, relating thereto, purchased or received by the Issuer in connection with the Notes. Accordingly, the obligations of the Issuer in relation to the Notes under the Transaction Documents are limited in recourse in accordance with the Securitisation Law to the Transaction Assets. Available Distribution Amount: Available Distribution Amount means, in respect of any Payment Date, the amount standing to the credit of the Issuer 15

16 Account by no later than 9:00 a.m. (Lisbon and London time) on each Payment Date, corresponding to the sum of any Collections and other amounts received by the Issuer as payments of Future Receivables during the Collection Period ending on the Quarterly Transfer Date immediately preceding such Payment Date. The Available Distribution Amount will be applied by the Issuer on each Payment Date in accordance with the Payments Priorities, subject to applying funds towards payment of Tax and Incorrect Payments. Payments Priorities: The Available Distribution Amount determined in respect of the Collection Period ending on the Quarterly Transfer Date immediately preceding each Payment Date will be applied by the Transaction Manager, on such Payment Date, in making the following payments or provisions in the following order of priority (the Payments Priorities ), but in each case only to the extent that all payments or provisions of a higher priority that fall due to be paid or provided for on such Payment Date have been made in full: (a) first, in or towards payment of the Issuer s liability to tax, if any; (b) second, in or towards payment of the Common Representative s Fees and the Common Representative s Liabilities, if any; (c) (d) (e) (f) (g) third, in or towards payment of the Transaction Expenses, if any; fourth, in or towards the fees, liabilities and expenses payable to the Servicer and any Third Party Expenses, if any; fifth, in or towards payment pari passu on a pro rata basis of the Interest Amount; sixth, in or towards repayment of principal of the Notes, in accordance with the Amortisation Schedule set out in Condition 8 (Final Redemption and Optional Redemption) or on any other date in case of early redemption of the Notes in accordance with the Conditions; and seventh, after all payments identified under paragraphs (a) to (f) having been made, the outstanding Available Distribution Amount will be paid to the Originator. 16

17 STRUCTURE AND CASH FLOW DIAGRAM OF TRANSACTION Obligors ( Toll Payers ) Payments backing the Future Receivables Purchase Price Issue Proceeds Brisa Auto- Estradas de Portugal, S.A. ( Originator ) Future Receivables Tagus STC, S.A. ( Issuer ) Notes Debt Service 17

18 RISK FACTORS Prior to making an investment decision, prospective purchasers of the Notes should consider carefully, in light of the circumstances and their investment objectives, the information contained in this entire Prospectus and reach their own views prior to making any investment decision. Prospective purchasers should nevertheless consider, in adddition to the other information contained in this Prospectus, the risk factors set out below before making an investment decision in respect of the Notes, as the same can materially and adversely affect the Originator and its activities or the Notes. Risk Factors Relating to the Originator and its Activity Operation under concession agreements, the Concession Agreement in particular Most of the Originator s revenues, either when acting directly or through its subsidiaries or participating entities, derive from operations conducted pursuant to concession agreements which involve limited duration periods. Within those concession agreements, particular attention should be paid to the concession granted to the Originator by the Portuguese Republic for the purpose of constructing, maintaining and operating motorways on a toll collections basis (the Concession Agreement ), the termination of which is scheduled to occur on See Originator s standard business practices and servicing - The Concession Agreement. Pursuant to the Concession Agreement, the Portuguese Republic has the right to revoke the concession at any time during the last five years of the concession period upon giving Brisa one year s prior notice. Additionally, the Concession Agreement may be terminated earlier in the case of serious or repeated breach of the obligations imposed upon the Originator. A substantial portion of the assets controlled by Brisa, particularly the motorways, qualify as assets falling within the public domain of the Portuguese Republic. Upon either the expiration of the concession or in the case of early termination thereof, all of these assets will revert to the Portuguese Republic, the Originator being entitled to compensation in certain limited cases only. General construction and operating risks Brisa faces risks inherent to the construction of large-scale projects. These risks are widely known in the construction sector and include construction material and labour shortages; increases in the cost of labour and materials; changes in general economic, business and credit conditions; the non-performance or unsatisfactory performance of contractors and subcontractors; and interruptions resulting from inclement weather and unforeseen engineering problems. Although the Originator has significant experience and seeks to limit these risks in its agreements with contractors, no assurance can be given that these factors will not, under certain circumstances, have an adverse effect on the Originator. Environmental regulation The activities carried out by the Originator within its core business are significantly affected by environmental concerns, taking into account the motorways alter landscapes, and hence directly interfere with the environment. The Originator continually strives to achieve a balance between the needs of infrastructure development affecting motorways and the sustainability of the environment and natural resources. Regulatory approvals, notably environmental requirements, environmental impact studies and environmental regulatory approvals, can be a significant source of delay for the Originator. As an example, the Originator experienced significant delays when completing the construction of the southern 18

19 part of Motorway A2, the middle segment of Motorway A13 and portions of Motorway A14 as a result of environmental approval procedures. These delays may result, namely, from the suggestion of alternative routes by the Minister of Environment, which may ultimately result in the Originator having to change the route planned. These difficulties may be unforeseen and could result in delays of several months, severely affecting construction deadlines, operations and, ultimately, expected revenues. In the case of Motorway A2, the delays caused by the change of route were so significant that the relevant contractual completion time was extended and the Originator compensated for the delays experienced. This compensation took the form of an extension of the term of the Concession Agreement from 31 December 2030 to 31 December 2032 and the extension of the tax benefits related to investments in such motorways beyond However, there can be no assurance that this kind of compensation will apply in future cases, even where circumstances are similar. Exposure of motorways to weather conditions, natural phenomena and catastrophes in general The activities carried out by the Originator involve the construction, maintenance and operation of infrastructures which are exposed to weather conditions and to natural phenomena and various other unpredictable events like fire, explosions, storms, floods, seismic activity, hydrographical constraints and catastrophes in general ( Natural Phenomena ), the duration and consequences of which may not be anticipated either in terms of the extent of the damage or in terms of the time that will be required to repair such damage. Although the damages involved in Natural Phenomena are covered by insurance in terms common to the market in which the Originator operates (including insurance for revenue loss if traffic is interrupted), the occurrence thereof may cause the interruption of motorway operations for an unpredictable period of time, a situation that may have a material adverse effect on the collection of toll revenues for the affected motorway sections. Additionally, Natural Phenomena may also contribute to the degradation of motorways in a manner faster than anticipated. In order to comply with its obligations in this respect under the applicable concession agreements, the Originator may have to carry out unexpected investment in pavement repairs, reconstruction and other kinds of necessary works related thereto. Contractual penalties Taking into account that the construction of motorways is a complex process that can take several months or years, delays in the conclusion of the relevant construction works may occur. If the Originator is unable to complete its motorway construction obligations on a timely basis, penalties may apply under the relevant concession agreement. Concentration of revenue sources Approximately 48 per cent. of the Originator s total traffic in 2006 was registered by one motorway (Motorway A1). Accordingly, the regular operation of this motorway has a significant impact on the Originator s revenues. Although the Originator maintains a level of insurance coverage designed to mitigate business interruptions adequately, any negative event resulting in a prolonged reduction in traffic volume or in toll revenues collected from Motorway A1 could have a significant impact on the Originator s results of operations. Substantial indebtedness. Ability to service indebtedness. Dividend policy The Originator has substantial indebtedness, some of which is at floating rates of interest. As of 31 December 2006, the Originator s consolidated non-current liabilities were 2,376,880 thousand, and interest and similar costs for the year then ended were 80,071 thousand, or 47.6 per cent. of net profit for the year. 19

20 Even if the said level of indebtedness does not prevent satisfactory development of the Originator s business, it may have material consequences given that a substantial portion of the Originator s cash flow from operations must be dedicated to the payment of principal and interest on its debts and will not be available for other purposes. In this scenario, the Originator s ability to respond to changing business and economic conditions may be reduced. In addition, the ability of the Originator to obtain financing in future for working capital needs, capital expenditure, investment, general corporate purposes and other purposes could, in certain circumstances, be materially limited by its indebtedness. According to the articles of incorporation, no less than 40 per cent. of distributable results should be distributed among the shareholders as a dividend, unless the General Meeting, by a qualified majority of two-thirds of votes, decides to reduce that percentage or not to distribute any dividend at all. Historically the amount of dividend distributed has clearly been in excess of 40 per cent. of the distributable results threshold. This means that a substantial portion of cash flow accruing to the Originator may be dedicated to the annual payment of dividends, which may reduce the Originator s flexibility to respond to changing business and economic conditions. Financing future construction costs While the Originator receives some investment subsidy from the Portuguese Republic, it bears the primary responsibility for financing the costs related to the future construction of motorways which form part of the Concession Agreement, the ancillary works related to the motorways and certain new lanes to be built on motorways with a high traffic volume. The Originator has developed and improved its expertise in projecting future costs over the years, but no assurances can be given as to the ability of the Originator to overcome construction difficulties which result in cost overruns in the future or to be able to finance its projected capital expenditures or any cost overruns that may occur. See General construction and operating risks and Environmental regulation. Factors affecting toll revenue Generation of Future Receivables depends primarily upon the continued operation of the Originator s motorways. Accordingly, the amount of toll revenues from the motorways operated by the Originator is a key component of the Originator s business and is dependent, among other things, on the number of paying motorists using the motorways, tariff rates (including the amount of tariff rate increases), and the continued fitness of the motorway network to bear traffic. Traffic volumes and toll revenues are affected, directly and indirectly, by a number of factors, including the quality and proximity of, and travel time on, alternative toll-free roads and alternative toll roads, the quality of construction and maintenance of the motorways, economic conditions in or affecting Portugal, fuel prices, environmental regulations (including efforts to restrict motor vehicle usage to control air pollution levels) and access by motorists to other means of transportation, including any alternative forms of mass transportation that already exist or that may be built. The level of traffic on a given motorway is also influenced heavily by its integration into other parts of the national motorway and road network. Any significant reduction in the Originator s operation of motorways may have an adverse impact on the generation of Future Receivables and, potentially, the making of required payments on the Notes. Increased competition Without prejudice to the exclusive rights of the Originator relating to the motorways falling within the Concession Agreement, the Portuguese Republic maintains the right to construct other roads. These new 20

21 roads may compete with the Originator s motorway network and may affect the level of revenues obtained from these. Additionally, while, until December 1998, the Originator was the only company to have a concession to construct, operate and maintain motorways in Portugal, the Government has subsequently granted several new motorway concessions, some of them on a toll-free basis ( SCUTS ). Some of these new concessions may also have a negative impact, in terms of traffic, upon some sections of the Originator s network. The Originator believes however that some of the new concessions, when interconnected with the Originator s motorways, may provide motorists with better access to more areas of Portugal and therefore result in higher overall traffic on all Portugal s motorways, including those of the Originator. No assurances can be given however as to whether or how new concessions or improvements on the national motorway network, or other enhancements to the Portuguese transportation infrastructure, will affect the volume of traffic on the motorways operated by the Originator. Consequently, no assurance can be given that the Originator will continue to have the market share it currently enjoys or operate the motorways in such a way as to be able to generate Future Receivables at such levels in the future. Regulated nature of the Originator s business. Actions by the Portuguese Republic The Originator operates in a highly regulated environment and its operating results are therefore affected by Government policy and regulation. Accordingly, a reorganisation of Brisa, which has been analysed in the past and may be implemented in the future, would be subject to governmental authorisation, notably in case Brisa wishes to change its status to a holding company or to transfer the Concession Agreement (and related assets and liabilities) to a wholly-owned Subsidiary of Brisa (including any newly incorporated Subsidiary of Brisa) pursuant to the terms set forth in the Future Receivables Sale Agreement. The principal instrument by which the Originator is regulated is the Concession Agreement that sets out, among other things, the methodology for calculating tolls that the Originator can charge for the use of the motorways and the construction projects that the Originator must undertake. Additionally, the Concession Agreement gives public authorities the power to oversee certain aspects of the Originator s operations. See Originator s standard business practices and servicing The Concession Agreement. In addition, the Concession Agreement is an administrative contract and therefore grants the Government the power, under certain circumstances, to introduce changes unilaterally thereto. However, the Government has an obligation to maintain the object of the contract and to restore the financial equilibrium of the concession. The Originator may also be affected by decisions of the Portuguese Republic in respect of the development not only of the motorway system, but also in relation to the creation of alternative transportation routes (e.g. railways, high speed railways or other forms of transportation) which compete with road transportation. The Originator s involvement in international activities subjects the Originator to particular risks that could affect its profitability The activities carried out by the Originator are limited neither to the Portuguese territory nor to the European Union territory. As an example, the Originator recently acquired a concession in the USA, forms part of a consortium of companies that is tendering for motorway concessions in Poland, and other investments might be pursued in the future. Additionally, the Originator has an 18 per cent. stake in Companhia de Concessões Rodoviárias ( CCR ), hence facing a relevant exposure to the Brazilian economy. 21

22 The Originator s investment in countries other than Portugal presents a different and a greater risk profile than that of its main businesses in Portugal. Risks associated with Brisa s investments outside Portugal include but are not limited to: Higher economic volatility; Exchange rate fluctuations and exchange controls; Strong inflationary pressures; Different degrees of Government involvement in the domestic economy; Political and social instability; and Unanticipated changes in regulatory or legal regimes. In the specific case of Brazil, even though Brisa has in place a hedging strategy for currency risk, a major devaluation of the Brazilian Real might adversely affect the Originator s net profit, cash flow and equity in view of the fact that long-term currency hedges are not available. Risk Relating to the Notes Absence of a Secondary Market There is currently no market for the Notes. While the Lead Manager intends to make a market in the Notes, it is under no obligation to do so. There can be no assurance that a secondary market for any of the Notes will develop or, if a secondary market does develop, that it will provide the holders of such Notes with liquidity of investment or that it will continue for the entire life of the Notes. Consequently, any purchaser of the Notes must be prepared to hold the Notes until final redemption thereof. The market price of the capital in the Notes could be subject to fluctuation in response to, among other things, variations pertaining to the Future Receivables, the market for similar securities, prevailing interest rates, changes in regulation and general market and economic conditions. In addition, Noteholders should be aware of the prevailing and widely reported global credit market conditions (which continue at the date hereof), whereby there is a general lack of liquidity in the secondary market for instruments similar to the Notes. The Issuer cannot predict when these circumstances will change and if and when they do whether conditions of general market illiquidity for the Notes and instruments similar to the Notes will return in the future. Restrictions on Transfer The Notes have not been, and will not be, registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States. The offering of the Notes will be made pursuant to exemptions from the registration provisions under Regulation S of the Securities Act and from state securities laws. No person is obliged or intends to register the Notes under the Securities Act or any state securities laws. Accordingly, offers and sales of the Notes are subject to the restrictions described under Subscription and Sale. Liability under the Notes The Notes are limited recourse obligations and are obligations solely of the Issuer and will not be obligations or responsibilities of any other entity. In particular, the Notes will not be obligations of and will not be guaranteed by the Common Representative, the Transaction Manager, the Issuer Account Bank, the Paying Agent, the Arranger and Lead Manager or the Originator and Servicer. 22

23 Repayment of the Notes is limited to the funds received from or derived from the Transaction Assets. If there are insufficient funds available to the Issuer from the Transaction Assets to pay in full all principal, interest and other amounts due in respect of the Notes at the Final Legal Maturity Date, then the Noteholders will have no further claim against the Issuer in respect of any such unpaid amounts and such unpaid amounts shall be deemed discharged in full. No recourse may be had for any amount due in respect of any Notes or any other obligations of the Issuer against any officer, member, director, employee, shareholder, security holder or incorporator of the Issuer or their respective successors or assigns. Limited Resources of the Issuer The Notes will not be obligations or responsibilities of any of the parties to the Transaction Documents other than the Issuer and shall be limited to the segregated portfolio of Future Receivables corresponding to this transaction (as identified by the corresponding asset code awarded by the CMVM pursuant to article 62 of the Securitisation Law) and such other Transaction Assets. The obligations of the Issuer under the Notes are without recourse to any other assets of the Issuer pertaining to other issuances of securitisation notes by the Issuer or to the Issuer s own funds or to the Issuer s directors, officers, employees, managers or shareholders. None of such persons or entities has assumed or will accept any liability whatsoever in respect of any failure by the Issuer to make any payment of any amount due on or in respect of the Notes. The Issuer will not have any assets available for the purpose of meeting its payment obligations under the Notes other than the Future Receivables, the Collections, its rights pursuant to the Transaction Documents and amounts standing to the credit of the Issuer Account. The Issuer s ability to meet its obligations in respect of the Notes, its operating expenses and its administrative expenses is wholly dependent upon: (a) (b) (c) (d) collections made from the Future Receivables by the Servicer; the Originator generating sufficient toll road collections in order to meet its obligations under the Future Receivables Sale Agreement and, in particular, its obligations to transfer to the Issuer on each Quarterly Transfer Date, for each Interest Period, an amount equal to 100 per cent. of the relevant Debt Service; the Issuer Account arrangements; and the performance by all of the parties to the Transaction Documents (other than the Issuer) of their respective obligations under the Transaction Documents. The Issuer will not have any other funds available to it to meet its obligations under the Notes or any other payments ranking in priority to, or pari passu with, the Notes. There is no assurance that there will be sufficient funds to enable the Issuer to pay interest on the Notes or, on the redemption date of the Notes (whether on the Final Legal Maturity Date, upon acceleration following the delivery of an Enforcement Notice or upon early redemption in part or in whole as permitted under the Conditions) that there will be sufficient funds to enable the Issuer to repay principal in respect of the Notes in whole or in part. Limited Recourse Nature of the Notes The Notes will be direct limited recourse obligations solely of the Issuer and therefore the Noteholders will have a claim under the Notes against the Issuer only to the extent of the cashflows generated by the Future Receivables and any other amounts paid or to be paid on each Payment Date to the Issuer pursuant 23

24 to the Transaction Documents, subject to the payment of amounts ranking in priority to payment of amounts due in respect of the Notes. If there are insufficient funds available to the Issuer to pay in full all principal, interest and other amounts due in respect of the Notes at the Final Legal Maturity Date or upon acceleration following delivery of an Enforcement Notice or upon mandatory early redemption in part or in whole as permitted under the Conditions, then the Noteholders will have no further claim against the Issuer in respect of any such unpaid amounts. No recourse may be had for any amount due in respect of any Notes or any other obligations of the Issuer against any officer, member, director, employee, security holder or incorporator of the Issuer or their respective successors or assigns. None of the Transaction Parties or any other person has assumed any obligation in case the Issuer fails to make a payment due under any of the Notes. The Notes are unrated and, accordingly, no rating agency has addressed the likeliwood of Noteholders receiving timely payments of interest and utimate repayment of principal. Liquidity and Credit Risk for the Issuer The Issuer will be subject to the risk of delays in the receipt, or risk of defaults in the making, of payments due from Toll Payers in respect of the Future Receivables, notably those which use the electronic collections system known as Via Verde, which now has circa 2,000,000 users. In addition, the Issuer will be subject to the risk of delays in the receipt or in the transfer of Collections by the Servicer to the Issuer Account Bank. There can be no assurance that the levels or timeliness of payments of Collections will be adequate to ensure fulfilment of the Issuer s obligations in respect of the Notes on each Payment Date or on the Final Legal Maturity Date. The Originator or Servicer will not be responsible for any delays in transfer funds from the Issuer account into the Noteholders accounts or to the accounts of the creditors of any Third Party Expenses. Reliance on future performance of the Originator or the Issuer In light of the limited recourse nature of the Notes, the performance of the Issuer s obligations under the Notes relies on the ability of the Originator to continue its business activity and to generate future proceeds through toll road collections sufficient to meet the obligations of the Originator under the Future Receivables Sale Agreement and, accordingly, sufficient to meet the obligations of the Issuer in relation to the Notes from time to time outstanding. Therefore, investors in the Notes will bear the risk of delay or default by the Originator in respect of the obligations assumed under the Future Receivables Sale Agreement and will bear the risk of delay or default by the Issuer in respect of its obligations under the Subscription Agreement. Brisa as Servicer of the Future Receivables Under the Future Receivables Servicing Agreement, Brisa has been named as the Servicer and has agreed to service, manage and administer and collect amounts due in respect of the Future Receivables and to service, manage and administer the Collections thereon in accordance with the terms of the Future Receivables Servicing Agreement. While the Servicer is under contract to perform certain services under the Future Receivables Servicing Agreement there can be no assurance that it will be willing or able to perform such services in the future. In the event the appointment of the Servicer is terminated by reason of the occurrence of a Servicer Event, there can be no assurance as to the transition of the servicing to a succeeding entity and, even if such transition occurs, there can be no assurance as to same not implying adverse effect on investors or that an equivalent level of performance on collections and administration of the Future Receivables can be maintained by succeeding entity after any replacement of the Servicer as many of the servicing and collections techniques currently employed were developed by the Servicer. Accordingly, if the appointment of the Servicer is terminated, no assurances can be made as to the availability of, and the time necessary to engage, such a substitute servicer. 24

25 The Servicer may not resign its appointment as Servicer without a justified reason and the appointment of a substitute servicer is subject to the prior approval of the CMVM. The relevant Originator may be substituted in certain circumstances without the consent of Noteholders, Receiptholders or Couponholders The Common Representative Appointment Agreement provides that any wholly-owned Subsidiary of Brisa (including any newly incorporated Subsidiary of Brisa), may, without the consent of Noteholders, Receiptholders or Couponholders, assume the obligations of the relevant Originator and/or Servicer under the Transaction Documents and the Notes, provided that certain conditions specified in the Common Representative Appointment Agreement are fulfilled. Upon the occurrence of any such substitution the originator and/or servicer under the Transaction Documents and the Notes will be an entity other than the Originator/Servicer. Noteholders and Couponholders will not be entitled to claim any indemnification or payment in respect of the tax consequences (if any) arising from any such substitution except to the extent provided for in Condition 12 (Taxation). Termination of appointment of the Transaction Manager In the event of the termination of the appointment of the Transaction Manager by reason of the occurrence of a Transaction Manager Event (as defined in the Transaction Management and Issuer Account Agreement) it would be necessary for the Issuer to appoint a substitute transaction manager. The appointment of the substitute transaction manager is subject to the condition that, inter alia, such substitute transaction manager is capable of administering the Issuer Account of the Issuer. There is no certainty that it would be possible to find a substitute or a substitute of satisfactory standing and experience, who would be willing to act as transaction manager on the terms of the Transaction Management and Issuer Account Agreement. In order to appoint a substitute transaction manager it may be necessary to pay higher fees than those paid to the Transaction Manager (which will not be passed on to the Originator or the Servicer) and depending on the level of fees payable to any substitute, the payment of such fees could potentially adversely affect performance of the Issuer s obligations under the Notes. Credit risk on the parties to the transaction The ability of the Issuer to meet its payment obligations in respect of the Notes depends partially on the full and timely payments by the parties to the Transaction Documents of the amounts due to be paid thereby. If any of the Parties to the Transaction Documents fails to meet its payment obligations, there is no assurance that the ability of the Issuer to meet its payment obligations under the Notes will not be adversely affected. Projections, forecasts and estimates Forward looking statements, including estimates, any other projections and forecasts in this document are necessarily speculative in nature and some or all of the assumptions underlying the forward looking statements may not materialise or may vary significantly from actual results. 25

26 No independent investigation in relation to the Future Receivables None of the Issuer, the Arranger and Lead Manager, the Transaction Manager, the Common Representative or any other Transaction Party has undertaken or will undertake any investigations, searches or other actions in respect of any Future Receivables or any historical information relating to the Future Receivables and each will rely instead on the representations and warranties made by the Originator in relation thereto set out in the Future Receivables Sale Agreement. Withholding taxes Should any withholding or deduction for or on account of any Taxes, duties, assessments or governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed by any government or state with authority to tax or any political subdivision or any authority thereof or therein having power to tax be required to be made from any payment in respect of the Notes (as to which, in relation to the United Kingdom and Portugal, see Taxation below), neither the Issuer, the Common Representative, the Issuer Account Bank nor any Paying Agent will be obliged to make any additional payments to Noteholders, Receiptholders or Couponholders to compensate them for the reduction in the amounts that they will receive as a result of such withholding or deduction. Book-entry registration The Notes will be represented by Global Notes delivered to a common safekeeper for Euroclear and Clearstream, Luxembourg, and will not be held by the beneficial owners or their nominees. The Global Notes will not be registered in the names of the beneficial owners or their nominees. As a result, unless and until Notes in definitive form are issued, beneficial owners will not be recognised by the Issuer or the Common Representative as Noteholders, as that term is used in the Common Representative Appointment Agreement. Until such time, beneficial owners will only be able to exercise their rights in relation to the Notes indirectly, through Euroclear or Clearstream, Luxembourg (as the case may be) and their respective participating organisations, and will receive notices and other information provided for under the terms and conditions of the Notes only if and to the extent provided by Euroclear or Clearstream, Luxembourg (as the case may be) and their respective participating organisations. Segregation of Transaction Assets and the Issuer Obligations The Notes and the obligations owing to the Transaction Creditors will have the benefit of the segregation provided pursuant to the Securitisation Law and, accordingly, the Issuer Obligations are limited, in accordance with the Securitisation Law, solely to the assets of the Issuer which collateralise the Notes, specifically, the Transaction Assets. Both before and after any Insolvency Event in relation to the Issuer, the Transaction Assets will be available for satisfying the obligations of the Issuer to the Noteholders in respect of the Notes and the Transaction Creditors pursuant to the Transaction Documents. The Transaction Assets and all amounts deriving therefrom may not be used by creditors of the Issuer other than the Noteholders and the Transaction Creditors and may only be used by the Noteholders and the Transaction Creditors in accordance with the terms of the Transaction Documents including the relevant Payments Priorities. Equivalent provisions will apply in relation to any other series of securitisation notes issued by the Issuer. 26

27 Ranking of claims of Transaction Creditors and Noteholders Both before and after an Insolvency Event in relation to the Issuer, amounts deriving from the Transaction Assets will be available for the purposes of satisfying the Issuer Obligations to the Transaction Creditors and Noteholders in priority to the Issuer s obligations to any other creditor. Furthermore, under the Common Representative Appointment Agreement, the Transaction Management and Issuer Account Agreement and the Conditions, the claims of certain Transaction Creditors will rank senior to the claims of the Noteholders in accordance with the relevant Payments Priorities (see Overview of the Transaction Payments Priorities ). Both before and after an Insolvency Event in relation to the Issuer, amounts deriving from the assets of the Issuer other than the Transaction Assets will not be available for purposes of satisfying the Issuer s Obligations to the Noteholders and the other Transaction Creditors as they are legally segregated from the Transaction Assets. Common Representative s rights under the Transaction Documents The Common Representative has entered into the Common Representative Appointment Agreement in order to exercise, following the occurrence of an Event of Default, certain rights on behalf of the Issuer and the Transaction Creditors in accordance with the terms of the Transaction Documents for the benefit of the Noteholders and the Transaction Creditors and to give certain directions and make certain requests in accordance with the terms and subject to the conditions of the Transaction Documents and the Securitisation Law. Accordingly, although the Common Representative may give certain directions and make certain requests to the Originator and the Servicer on behalf of the Issuer under the terms of the Future Receivables Sale Agreement and the Future Receivables Servicing Agreement, the exercise of any action by the Originator and the Servicer in response to any such directions and requests will be made to and with the Issuer only and not with the Common Representative. Therefore, if an Insolvency Event has occurred in relation to the Issuer, the Common Representative may not be able to circumvent the involvement of the Issuer in the Transaction by, for example, pursuing actions directly against the Originator or the Servicer under the Future Receivables Sale Agreement or the Future Receivables Servicing Agreement. Although the Notes have the benefit of the segregation provided for by the Securitisation Law, the above may impair the ability of the Noteholders and the Transaction Creditors to be repaid amounts due to them in respect of the Notes and under the Transaction Documents. Assignment of Future Receivables not affected by the absence of notification to the Toll Payers Taking into account that the Future Receivables will be originated by the Originator after the Closing Date, Toll Payers will not be notified of the assignment of the Future Receivables carried out under the Future Receivables Sale Agreement. Such assignment is in any event perfected and effective between the Originator and the Issuer as of the Closing Date. Moreover, pursuant to a notification dated 18 December 2007, the CMVM authorised article 6.4 of the Securitisation Law to be applied to the Originator, allowing, accordingly, that the assignment of the Future Receivables from the Originator to the Issuer becomes effective towards the Toll Payers immediately upon becoming effective between the Originator and the Issuer, no further notice to or acknowledgment by such Toll Payers being required. 27

28 Assignment of Future Receivables not affected by the insolvency of the Originator In the event of the Originator becoming insolvent, the Future Receivables Sale Agreement, and the sale of the Future Receivables conducted pursuant to it, will not be affected and therefore will neither be terminated nor will such Future Receivables form part of the Originator s insolvent estate, save if a liquidator appointed to the Originator or any of the Originator s creditors produces evidence that the Originator and the Issuer have entered into and executed such agreement in bad faith. Collections not affected by the insolvency of the Servicer In the event of the Servicer becoming insolvent, all the amounts which the Servicer may then hold in respect of the Future Receivables assigned by the Originator to the Issuer shall not, under the provisions of the Securitisation Law, form part of the Servicer s insolvent estate and the replacement of Servicer provisions referred to in the Future Receivables Servicing Agreement Termination below will then apply. The Securitisation Law and the Securitisation Tax Law The Securitisation Law was enacted in Portugal by Decree-Law no. 453/99, of 5 November 1999, as amended by Decree-Law no. 82/2002, of 5 April 2002, by Decree-Law no. 303/2003, of 5 December 2003 and by Decree-Law no. 52/2006, of 15 March The Portuguese Securitisation Tax Law was enacted by Decree-Law no. 219/2001, of 4 August 2001, as amended by Law no. 109-B/2001, of 27 December 2001, by Decree-Law no. 303/2003, of 5 December 2003, by Law no. 107-B/2003, of 31 December 2003 and by Law no. 53-A/2006, of 29 December 2006 (the Securitisation Tax Law ). As at the date of this Prospectus the application of the Securitisation Law and of the Securitisation Tax Law has not been considered by any Portuguese Court and no interpretation of its application has been issued by any Portuguese governmental or regulatory authority. Consequently, it is possible that such authorities may issue further regulations relating to the Securitisation Law and of the Securitisation Tax Law or the interpretation thereof, the impact of which cannot be predicted by the Issuer as at the date of this Prospectus. In November 2006, the CMVM submitted to public consultation a draft of a Decree-Law amending the Securitisation Law. The public consultation period ended on 4 December 2006, but the consultation paper can still be consulted at It is expected that the Securitisation Law will be amended in the future, although the exact terms of such amendment and the relevant enactment time cannot be ascertained. Limited provision of information The Issuer will not be under any obligation to disclose to the Noteholders any financial or other information received by it in relation to the Future Receivables or to notify them of the contents of any notice received by it in respect of the Future Receivables. In particular it will have no obligation to keep any Noteholder or any other person informed as to matters arising in relation to the Future Receivables, except for the information provided in the quarterly servicer report concerning the Future Receivables and the Notes which will be made available to the Paying Agent (who will make such report available to investors in Bloomberg) on or about each Payment Date. Change of law The structure of the transaction and, inter alia, the issue of the Notes are based on law, tax rules, rates, procedures and administrative practice in effect at the date hereof, and having due regard to the expected tax treatment of all relevant entities under such law and practice. No assurance can be given that law, tax rules, rates, procedures or administration practice will not change after the date of this Prospectus or that 28

29 such change will not adversely impact the structure of the transaction and the treatment of the Notes, including the expected payments of interest and repayment of principal in respect of the Notes. Neither the Issuer, the Common Representative, the Arranger and Lead Manager, the Servicer or the Originator will bear the risk of a change of law whether in the Issuer Jurisdiction or outside. Potential conflict of interest Each of the Transaction Parties (other than the Issuer) and their affiliates in the course of each of their respective businesses may provide services to other Transaction Parties and to third parties and in the course of the provision of such services it is possible that conflicts of interest may arise between such Transaction Parties and their affiliates or between such Transaction Parties and their affiliates and third parties. Each of the Transaction Parties (other than the Issuer) and their affiliates may provide such services and enter into arrangements with any person without regard to or constraint as a result of any such conflicts of interest arising as a result of it being a Transaction Party in respect of the Transaction. The Issuer believes that the risks described above are certain of the principal risks inherent in the transaction for Noteholders but the inability of the Issuer to pay interest or repay principal on the Notes may occur for other reasons and, accordingly, the Issuer does not represent that the above statements of the risks of holding the Notes are comprehensive. While the various structural elements described in this Prospectus are intended to lessen some of these risks for Noteholders there can be no assurance that these measures will be sufficient or effective to ensure payment to the Noteholders of interest or principal on such Notes on a timely basis or at all. 29

30 OVERVIEW OF CERTAIN TRANSACTION DOCUMENTS The description of certain Transaction Documents set out below is a summary of certain features of such documents and is qualified by reference to the detailed provisions thereof. Prospective Noteholders may inspect a copy of the documents described below upon request at the Specified Office of each of the Common Representative and the Paying Agent. Future Receivables Sale Agreement Purchase of rights over Future Receivables Under the terms of the Future Receivables Sale Agreement and pursuant to article 4.3 of the Securitisation Law, the Originator will assign to the Issuer and the Issuer will, subject to satisfaction of certain conditions precedent, purchase from the Originator, certain rights over the Future Receivables, in an amount equivalent to 105 per cent. of the Debt Service. Under the Future Receivables Sale Agreement, the Originator guarantees that the Future Receivables originated during each Collection Period will be sufficient to cover 105 per cent. of the Debt Service to be transferred to the Issuer Account on the related Quarterly Transfer Date and payable on the immediately following Payment Date and, on each Quarterly Transfer Date and as per indication of the Issuer (or the Transaction Manager on its behalf), the Originator will transfer to the Issuer an amount equal to 100 per cent. of the Debt Service in respect of the related Interest Period. In relation to each day of each Collection Period, the Future Receivables that are allocated to the payment of 100 per cent. of the Debt Service on the related Quarterly Transfer Date shall correspond to an amount equivalent to 105 per cent. of that Debt Service divided by the number of days of such Collection Period. If during a given Collection Period the Originator has not originated Future Receivables in an amount sufficient to meet 100 per cent. of the Debt Service to be transferred to the Issuer Account on the related Quarterly Transfer Date, the Originator shall, on said Quarterly Transfer Date, in addition to the amount corresponding to the available Future Receivables (if any), transfer to the Issuer Account an amount equal to the shortfall of Future Receivables, in order to ensure that the Issuer receives, in respect of the related Interest Period, an amount equal to 100 per cent. of the relevant Debt Service. Consideration for purchase of the Future Receivables In consideration for the assignment and sale of the Future Receivables as at the Closing Date, the Issuer will pay to the Originator an amount equal to 400,000,000 (the Purchase Price ). Effectiveness of the Assignment The assignment of the Future Receivables by the Originator to the Issuer will be governed by the Securitisation Law (See Selected aspects of Portuguese Law relevant to the Future Receivables and the transfer of the Future Receivables ). The Future Receivables Sale Agreement will be effective to transfer the Future Receivables and any Ancillary Rights to the Issuer on the Closing Date. Moreover, pursuant to a notification dated 18 December 2007, the CMVM authorised article 6.4 of the Securitisation Law to be applied to the Originator, allowing, accordingly, that the assignment of the Future Receivables from the Originator to the Issuer becomes effective towards the future Toll Payers immediately upon becoming effective between the Originator and the Issuer, no further notice to or acknowledgment by such Toll Payers being required. The CMVM has, through the issue of the 20 digit code to the issue of the Notes, confirmed on 18 December 2007 that the Future Receivables comply with the requirements set forth in article 4.3 of the Securitisation Law and are thus eligible to be assigned for securitisation purposes. 30

31 Representations and warranties The Originator will make certain representations and warranties in respect of itself and the Future Receivables, which are included in the Future Receivables Sale Agreement, including the representation as to its payment obligations under the Future Receivables Sale Agreement and the remainder Transaction Documents being unsubordinated and, accordingly, ranking at least pari passu with all of its present and future unsecured and unsubordinated payment obligations, except for obligations mandatorily preferred by law applying to companies generally. Covenants Under the Future Receivables Sale Agreement, the Originator will covenant not to sell or otherwise transfer, pledge or encumber further future receivables to the benefit of third parties in such a way as to render the payments due by the Originator under the Future Receivables Sale Agreement subordinated to the obligations assumed by the Originator towards such third parties. Other than this restriction, there will be no further restriction on the Originator selling future receivables to third parties, provided such sale to a third party does not prevent, or otherwise hinder the ability of, the Originator from meeting in time and in full its obligations under the Future Receivables Sale Agreement. Repurchase of the Future Receivables for tax reasons The Originator may repurchase all (but not some only) Future Receivables in an amount sufficient for the Issuer to redeem all (but not some only) Notes at their Principal Amount Outstanding accrued with the applicable unpaid interest up to the relevant redemption date if any of the following tax events occurs: (a) (b) a change in the Tax law of the Issuer s Jurisdiction (or the application or official interpretation of such Tax law), that requires the Issuer to make a Tax Deduction from any payment in respect of the Notes (other than by reason of the relevant Noteholder having some connection with the Republic of Portugal other than the holding of the Notes or related Coupons); or a change in the Tax law of the Issuer s Jurisdiction (or any change in the application or official interpretation of such Tax law), that would not entitle the Issuer to relief for the purposes of such Tax law for any material amount which it is obliged to pay, or that would result in the Issuer being treated as receiving for the purposes of such Tax law any material amount which it is not entitled to receive, in each case under the Transaction Documents. If the Originator decides not to repurchase the Future Receivables following the occurrence of a Tax Event, the Originator will bear the relevant income taxes (including withholding taxes) or other taxes as per the terms of the Future Receivables Sale Agreement. Repurchase of the Future Receivables under the Repurchase Option Additionally, the Originator may buy back all or part (in this latter case, in multiples of 20,000,000) of the Future Receivables in the following terms and conditions: (a) up to and including the First Payment Date, on any Business Day, subject to a payment equal to: (1) the Debt Service; plus (2) 0.25 per cent. of the Future Receivables subject to the Repurchase Option; or (b) after the First Payment Date, on any Quarterly Transfer Date, subject to the payment of an additional amount equal to the applicable Repurchase Premium. 31

32 For the exercise of these optional redemptions, the Originator shall give no less than 20 calendar days (in the case of paragraph (a)) or 35 calendar days (in the case of paragraph (b)) prior notice to the Issuer (who will notify the Common Representative and the Noteholders of the exercise of the relevant Repurchase Option). For the avoidance of doubt, if the Originator repurchases Future Receivables in an amount equivalent to 100 per cent. of the then outstanding Debt Service, it is understood that the Originator has repurchased all the outstanding Future Receivables. Originator Events The events listed below are identified in the Future Receivables Sale Agreement as Originator Events: (a) (b) (c) Breach of payment obligations: the Originator (or the Concession Holder), or some other entity on behalf of the Originator (or the Concession Holder), fails to pay any amount of principal within 5 Business Days of the due date for payment thereof, or fails to pay any amount of interest within 10 Business Days of the due date for payment thereof; or Breach of other obligations: the Originator (or the Concession Holder), or some other entity on behalf of the Originator (or the Concession Holder), does not comply with any provision of the Future Receivables Sale Agreement (other than those referred to in the preceding paragraph), except that no Originator Event will occur if the failure to comply is capable of remedy and is remedied within 45 calendar days of the Issuer giving notice to the Originator of the failure to comply; or Cross default: (i) (ii) (iii) any Indebtedness of the Originator (or the Concession Holder) or of any Principal Subsidiary is not paid when due or (as the case may be) within any originally applicable grace period; any such Indebtedness becomes due and payable prior to its stated maturity by reason of an event of default (howsoever described) otherwise than at the option of the Originator (or the Concession Holder) or the relevant Principal Subsidiary; the Originator (or the Concession Holder) or any Principal Subsidiary fails to pay when due any amount payable by it under any guarantee of any Indebtedness, provided that the amount of Indebtedness referred to in sub-paragraph (i) and/or sub-paragraph (ii) above and/or the amount payable under any guarantee referred to in sub-paragraph (iii) above individually or in the aggregate which remains unpaid, outstanding or unsatisfied, as the case may be, exceeds 25,000,000 (or its equivalent in any other currency or currencies); or (d) (e) Unsatisfied judgment: one or more judgment(s) or order(s) for the payment of an amount in excess of 10,000,000 (or its equivalent in any other currency or currencies), whether individually or in aggregate, is rendered against the Originator (or the Concession Holder) or any Principal Subsidiary and continue(s) unsatisfied and unstayed for a period of 30 calendar days after the date(s) thereof or, if later, the date therein specified for payment; or Security enforced: a secured party takes possession of, or a Insolvency Official is appointed in relation to, the whole or a substantial part of the undertaking, assets and revenues of the Originator (or the Concession Holder) or any Principal Subsidiary; or 32

33 (f) (g) (h) (i) Insolvency: an Insolvency Event occurs with respect to the Originator (or the Concession Holder) or any Principal Subsidiary; or Winding up, etc.: an order is made or an effective resolution is passed for the winding up, liquidation or dissolution of the Originator (or the Concession Holder) or any Principal Subsidiary (otherwise than where approved by an Extraordinary Resolution or, in the case of a Principal Subsidiary, for the purposes of or pursuant to an amalgamation, reorganisation or restructuring whilst solvent); or Analogous event: any event occurs which under the laws of jurisdiction of incorporation of the Originator (or the Concession Holder) or the relevant Principal Subsidiary has an analogous effect to any of the events referred to in paragraphs (d) (Unsatisfied judgment) to (g) (Winding up, etc.); or Controlling shareholder: the Originator ceases to own directly or indirectly 100 per cent. of the issued share capital or voting rights attached thereto or similar right of ownership in the Concession Holder, in case the Originator s contractual position under the Future Receivables Sale Agreement has been assigned to the Concession Holder, provided that in the case of the occurrence of any of the events mentioned in paragraphs (c) to (g), or the analogous event referred in paragraph (h), if the relevant event relates to a Principal Subsidiary, the Common Representative shall have certified that the Originator Event is, in its opinion, materially prejudicial to the interests of the Noteholders in accordance with the Common Representative Appointment Agreement. If an Originator Event occurs, the Issuer (or the Common Representative on its behalf) may at its discretion deliver a notification (the Originator Enforcement Notice ) to the Originator (or to the Concession Holder, as the case may be). Upon the delivery of an Originator Enforcement Notice, the amount indicated therein, which shall include the unpaid principal outstanding of the Future Receivables plus any accrued interest and the expenses, fees and commissions due by the Issuer under the Payments Priorities which mature until the discharge of this payment by the Originator plus an amount equal to the Repurchase Premium, shall become immediately due and payable by the Originator (or by the Concession Holder or some other entity on behalf of the Originator or the Concession Holder, as the case may be) without further action or formality. Assignment The Originator may, without the consent of the Issuer, assign its contractual position in the Future Receivables Sale Agreement, including all and every rights and obligations arising thereof, to the Concession Holder, by notifying the Issuer of such assignment, provided that the Common Representative agrees to such substitution. The Common Representative may, without the consent of the Noteholders, the Receiptholders or the Couponholders, agree to the substitution of Brisa as party to the Future Receivables Sale Agreement, by the Concession Holder, provided that: (a) (b) a deed is executed or undertaking given by the Concession Holder to the Common Representative, in form and manner satisfactory to the Common Representative, agreeing to be bound by the Transaction Documents to which Brisa is a party (with consequential amendments as the Common Representative may deem appropriate) as if the Concession Holder had been named in the Transaction Documents to which Brisa is a party on the Closing Date in place of Brisa; Brisa and the Concession Holder execute such deeds, documents and instruments (if any) that may be necessary in order that the substitution is fully effective; 33

34 (c) (d) the Concession Holder has obtained to the satisfaction of the Common Representative (if it requires, by reference to legal opinions) all governmental and regulatory approvals and consents that are legally necessary and such approvals and consents are, at the time of substitution, in full force and effect; the substitution of Brisa by the Concession Holder: (i) (ii) (iii) ensures that the payment obligations of the Concession Holder under the Future Receivables Sale Agreement remain unsubordinated and, accordingly, rank at least pari passu with all the present and future unsecured and unsubordinated payment obligations of Brisa, except for obligations mandatorily preferred by law applying to companies generally; occurs at the same time as the substitution of Brisa by the Concession Holder as principal debtor in respect of all the present and future unsecured and unsubordinated payment obligations of Brisa related to current and future bond obligations, including under the EMTN Programme and/or any similar debt programme; and does not provide for conditions in respect of the payment obligations of the Concession Holder under the Future Receivables Sale Agreement that are detrimental to the Issuer (and, as a consequence, to the Noteholders, the Receiptholders and the Couponholders), when compared with creditors of other present and future unsecured and unsubordinated payment obligations of Brisa related to current and future bond obligations, including under the EMTN Programme and/or any similar debt programme, and paragraphs (i) to (iii) above are confirmed by a legal opinion issued by a reputable law firm that is reasonably satisfactory to the Common Representative. (e) if any two directors of the Concession Holder certify that it will be solvent immediately after such substitution, the Common Representative need not have regard to the Concession Holder s financial condition, profits or prospects or compare them with those of Brisa. EMTN Programme means the 2,000,000,000 Euro Medium Term Note Programme established by Brisa and by Brisa Finance B.V. Mitigation Under the terms of the Future Receivables Sale Agreement, the Issuer shall, in consultation with the Originator, take all reasonable steps to mitigate any circumstances which arise and which would result in any additional amount (notably on account of gross-up) becoming payable by the Originator under the Future Receivables Sale Agreement if the Originator is required to make a Tax Deduction. Applicable law and jurisdiction The Future Receivables Sale Agreement will be governed by and construed in accordance with the laws of the Portuguese Republic. The judicial courts of Lisbon will have exclusive jurisdiction to hear any disputes that may arise in connection therewith. 34

35 Future Receivables Servicing Agreement Servicing and collection of the Future Receivables Pursuant to the terms of the Future Receivables Servicing Agreement, the Issuer will appoint the Servicer to provide certain services relating to the servicing of the Future Receivables and the collection thereof (the Services ). Sub-contractor The Servicer may appoint any Subsidiary as its sub-contractor and may appoint any other person as its sub-contractor to carry out certain of the services subject to certain conditions specified in the Future Receivables Servicing Agreement. In certain circumstances the Issuer may require the Servicer to assign any rights which it may have against a sub-contractor. Servicer s duties The duties of the Servicer will be set out in the Future Receivables Servicing Agreement, and will include, but not be limited to: (a) (b) (c) (d) (e) servicing and administering the Future Receivables originated by the Originator; complying with its customary and usual servicing procedures for servicing comparable Future Receivables in accordance with its policies and procedures; preparing periodic reports in accordance to Schedule 2 to the Future Receivables Servicing Agreement for submission to the Issuer and the Transaction Manager in relation to the Future Receivables; collecting amounts due in respect of the Future Receivables; and administering relationships with the Toll Payers. Transfer of Future Receivables Under the terms of the Future Receivables Servicing Agreement, for each Interest Period and by no later than 12:30 p.m. (Lisbon and London time) on each Quarterly Transfer Date, the Servicer will, following indication by the Issuer (or the Transaction Manager on its behalf) and in accordance with the terms of the Future Receivables Sale Agreement and the Future Receivables Servicing Agreement, make available to the Issuer Account an amount equivalent to 100 per cent. of the Debt Service in respect of the relevant Interest Period. Representations and warranties The Servicer will make certain representations and warranties to the Issuer in accordance with the terms of the Future Receivables Servicing Agreement relating to itself and any subcontracted servicer and its entering into the relevant Transaction Documents to which it is a party. Covenants The Servicer will be required to make positive and negative covenants in favour of the Issuer in accordance with the terms of the Future Receivables Servicing Agreement relating to itself and any subcontracted servicer and its entering into the relevant Transaction Documents to which it is a party. 35

36 Incorrect payments Under the terms of the Future Receivables Servicing Agreement, the Issuer will reimburse the Servicer of Incorrect Payments (if any). For this purpose, Incorrect Payments means a payment incorrectly paid or transferred to the Issuer Account, identified as such by the Servicer and by the Issuer (or the Transaction Manager on its behalf). Servicer Events The appointment of the Servicer will continue (unless otherwise terminated by the Issuer) until the Final Legal Maturity Date when the obligations of the Issuer under the Transaction Documents will be discharged in full. The Issuer may terminate the Servicer s appointment and appoint a successor Servicer (such appointment being subject to the prior approval of the CMVM being obtained) upon the occurrence of a Servicer Event in accordance with the provisions of the Future Receivables Servicing Agreement. The events listed below are identified in the Future Receivables Servicing Agreement as Servicer Events: (a) (b) (c) Breach of payment obligations: the Servicer (or the Concession Holder), or some other entity on behalf of the Servicer (or the Concession Holder), fails to pay any amount of principal within 5 Business Days of the due date for payment thereof, or fails to pay any amount of interest within 10 Business Days of the due date for payment thereof; or Breach of other obligations: the Servicer (or the Concession Holder), or some other entity on behalf of the Servicer (or the Concession Holder), does not comply with any provision of the Future Receivables Servicing Agreement (other than those referred to in the preceding paragraph, except that no Servicer Event will occur if the failure to comply is capable of remedy and is remedied within 45 calendar days of the Issuer giving notice to the Servicer of the failure to comply; or Cross default: (i) (ii) (iii) any Indebtedness of the Servicer (or the Concession Holder) or of any Principal Subsidiary is not paid when due or (as the case may be) within any originally applicable grace period; any such Indebtedness becomes due and payable prior to its stated maturity by reason of an event of default (howsoever described) otherwise than at the option of the Servicer (or the Concession Holder) or the relevant Principal Subsidiary; the Servicer (or the Concession Holder) or any Principal Subsidiary fails to pay when due any amount payable by it under any guarantee of any Indebtedness, provided that the amount of Indebtedness referred to in sub-paragraph (i) and/or sub-paragraph (ii) above and/or the amount payable under any guarantee referred to in sub-paragraph (iii) above individually or in the aggregate which remains unpaid, outstanding or unsatisfied, as the case may be, exceeds 25,000,000 (or its equivalent in any other currency or currencies); or (d) Unsatisfied judgment: one or more judgment(s) or order(s) for the payment of an amount in excess of 10,000,000 (or its equivalent in any other currency or currencies), whether individually or in aggregate, is rendered against the Servicer (or the Concession Holder) or any Principal Subsidiary and continue(s) unsatisfied and unstayed for a period of 30 calendar days after the date(s) thereof or, if later, the date therein specified for payment; or 36

37 (e) (f) (g) (h) (i) (j) Security enforced: a secured party takes possession of, or a Insolvency Official is appointed in relation to, the whole or a substantial part of the undertaking, assets and revenues of the Servicer (or the Concession Holder) or any Principal Subsidiary; or Insolvency: an Insolvency Event occurs with respect to the Servicer (or the Concession Holder) or any Principal Subsidiary; or Winding up, etc.: an order is made or an effective resolution is passed for the winding up, liquidation or dissolution of the Servicer (or the Concession Holder) or any Principal Subsidiary (otherwise than where approved by an Extraordinary Resolution or, in the case of a Principal Subsidiary, for the purposes of or pursuant to an amalgamation, reorganisation or restructuring whilst solvent); or Analogous event: any event occurs which under the laws of jurisdiction of incorporation of the Servicer (or the Concession Holder) or the relevant Principal Subsidiary has an analogous effect to any of the events referred to in paragraphs (d) (Unsatisfied judgment) to (g) (Winding up, etc.); Controlling shareholder: the Servicer ceases to own directly or indirectly 100 per cent. of the issued share capital or voting rights attached thereto or similar right of ownership in the Concession Holder, in case the Servicer s contractual position under the Future Receivables Servicing Agreement has been assigned to the Concession Holder, or Force Majeure: if the Servicer (or the Concession Holder) is prevented or severely hindered for a period of 80 calendar days or more from complying with its obligations under the Future Receivables Servicing Agreement as a result of a Force Majeure Event. provided that in the case of the occurrence of any of the events mentioned in paragraphs (c) to (g), or the analogous event referred in paragraph (h), if the relevant event relates to a Principal Subsidiary, the Common Representative shall have certified that the Servicer Event is, in its opinion, materially prejudicial to the interests of the Noteholders in accordance with the Common Representative Appointment Agreement. If a Servicer Event occurs, the Issuer (or the Common Representative on its behalf) may at its discretion deliver a notice (the Servicer Event Notice ) to the Servicer (or to the Concession Holder, as the case may be). After receipt by the Servicer of a Servicer Event Notice but prior to the delivery of a notice the effect of which shall be to terminate the Servicer s appointment under the Future Receivables Servicing Agreement (the Servicer Termination Notice ), the Servicer shall: (a) (b) (c) (d) hold to the order of the Issuer any monies then held by the Servicer on behalf of the Issuer together with any other Future Receivables of the Issuer; other than as the Issuer may direct pursuant to Clause 18.(d) of the Future Receivables Servicing Agreement continue to perform all of the Services (unless prevented by any Portuguese law or any applicable law) until the Servicer Termination Date; take such further action in accordance with the terms of the Future Receivables Servicing Agreement as the Issuer may reasonably direct in relation to the Servicer s obligations under that agreement; and stop taking any such action under the terms of the Future Receivables Servicing as the Issuer may reasonably direct, including, the collection of the Future Receivables into the Collection Accounts or dealing with the Future Receivables. 37

38 At any time after the delivery of a Servicer Event Notice the Issuer may deliver a Servicer Termination Notice to the Servicer, the effect of which shall be to terminate the Servicer s appointment under the Future Receivables Servicing Agreement (but without affecting any accrued rights and Liabilities under said agreement) on the Servicer Termination Date. Assignment Brisa may, without the consent of the Issuer, assign its contractual position in the Future Receivables Servicing Agreement, including all and every rights and obligations arising thereof, to the Concession Holder, by notifying the Issuer of such assignment, provided that the Common Representative (which does not require the consent of the Noteholders, Receiptholders or Couponholders) agrees to such substitution and Brisa has assigned its contractual position in the Future Receivables Sale Agreement to the Concession Holder. Mitigation Under the terms of the Future Receivables Servicing Agreement, the Issuer shall, in consultation with the Servicer, take all reasonable steps to mitigate any circumstances which arise and which would result in any additional amount (notably on account of gross-up) becoming payable by the Servicer under the Future Receivables Servicing Agreement if the Servicer is required to make a Tax Deduction. Applicable law and jurisdiction The Future Receivables Servicing Agreement will be governed by and construed in accordance with the laws of the Portuguese Republic. The judicial courts of Lisbon will have exclusive jurisdiction to hear any disputes that may arise in connection therewith. Common Representative Appointment Agreement Appointment On the Closing Date, the Issuer and the Common Representative will enter into an agreement setting forth the form and the Conditions of the Notes and providing for the appointment of the Common Representative as common representative of the Noteholders for the Notes pursuant to article 65 of the Securitisation Law. Pursuant to the Common Representative Appointment Agreement, the Common Representative will agree to act as Common Representative of the Noteholders in accordance with the provisions set out therein and the terms of the Conditions. The Common Representative shall have among other things the power: (a) (b) (c) (d) to exercise in the name and on behalf of the Noteholders all the rights, powers, authorities and discretions vested on the Noteholders or on it by operation of law (in its capacity as common representative of the Noteholders pursuant to article 65 of the Securitisation law), under the Common Representative Appointment Agreement or under any other Transaction Document; to start any action in the name and on behalf of the Noteholders in any proceedings; to enforce or execute in the name and on behalf of the Noteholders any Resolution passed by a Meeting of the Noteholders; and after the delivery of an Enforcement Notice, to exercise, in the name and on behalf of the Issuer, the rights of the Issuer under the Transaction Documents (other than the Common Representative Appointment Agreement). 38

39 Rights and obligations of the Common Representative The rights and obligations of the Common Representative are set out in the Common Representative Appointment Agreement and include, but are not limited to: (a) (b) (c) (d) certifying whether any proposed modification to the Transaction Documents or the occurrence of certain events in respect of Principal Subsidiaries of the Originator or the Servicer are, in its opinion, materially prejudicial to the interests of Noteholders; giving any consent required to be given in accordance with the terms of the Transaction Documents; waiving certain breaches of the terms of the Notes or the Transaction Documents on behalf of the Noteholders; and determining certain matters specified in the Common Representative Appointment Agreement, including any questions in relation to any of the provisions therein. Remuneration of the Common Representative The Issuer shall pay to the Common Representative remuneration for its services as Common Representative as from the date of the Common Representative Appointment Agreement, such remuneration to be at such rate as may from time to time be agreed between the Issuer and the Common Representative. Such remuneration shall accrue from day to day and be payable in accordance with the Payments Priorities until the powers, authorities and discretions of the Common Representative are discharged. In the event of the occurrence of an Event of Default or the Common Representative considering it expedient or necessary or being requested by the Issuer to undertake duties which the Common Representative and the Issuer agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the Common Representative under the Common Representative Appointment Agreement, the Issuer shall pay to the Common Representative such additional remuneration as shall be agreed between them. The rate of remuneration in force from time to time may, upon the final redemption of the whole of the Notes, be reduced by an amount as may from time to time be agreed between the Issuer and the Common Representative. Such reduction in remuneration shall be calculated from the date following such final redemption. Termination of the Common Representative The Noteholders may at any time, by means of resolutions passed in accordance with the relevant terms of the Conditions and the Common Representative Appointment Agreement remove the Common Representative and appoint a new Common Representative. Applicable law and jurisdiction The Common Representative Appointment Agreement is governed by and construed in accordance with Portuguese law. The courts of Lisbon will have exclusive jurisdiction to hear and determine any disputes that may arise in connection therewith. 39

40 Transaction Management and Issuer Account Agreement Appointment and duties On or about the Closing Date, the Issuer, the Common Representative, the Issuer Account Bank and the Transaction Manager will enter into a Transaction Management and Issuer Account Agreement pursuant to which both the Issuer and the Common Representative (according to their respective interests) will appoint the Transaction Manager to perform cash management duties, to carry out certain administrative tasks on behalf of the Issuer, including: (a) (b) (c) operating the Issuer Account in such a manner as to enable the Issuer to perform its financial obligations pursuant to the Notes; providing the Issuer and the Common Representative with certain cash management, calculation, notification and reporting information in relation to the Issuer Account; and maintaining adequate records to reflect all transactions carried out by or in respect of the Issuer Account. Also pursuant to the Transaction Management and Issuer Account Agreement, the Issuer Account Bank will agree to open and maintain the Issuer Account which is held in the name of the Issuer and provide the Issuer with certain services in connection with account handling and reporting requirements in relation to the monies from time to time standing to the credit of the Issuer Account. The Issuer Account Bank will pay interest on the amounts standing to the credit of the Issuer Account. Termination Any of the following events constitutes a Transaction Manager Event under the Transaction Management and Issuer Account Agreement: (a) (b) Non-payment: default by the Transaction Manager in ensuring the payment on the due date of any payment required to be made under the Transaction Management and Issuer Account Agreement when the amount required for such payment is available in cleared funds in the Issuer Account and such default continues unremedied for a period of 5 Business Days after the earlier of (i) the Transaction Manager becoming aware of the default and (ii) receipt by the Transaction Manager of written notice from the Issuer or, after the occurrence of an Event of Default, the Common Representative requiring the default to be remedied; or Breach of other obligations: without prejudice to paragraph (a) (Non-payment) above: (i) (ii) (iii) default by the Transaction Manager in the performance or observance of any of its other covenants and obligations under the Transaction Management and Issuer Account Agreement; or any of the Transaction Manager Warranties proves to be untrue, incomplete or incorrect; or any certification or statement made by the Transaction Manager in any certificate or other document delivered pursuant to the Transaction Management and Issuer Account Agreement proves, as a result of the Transaction Manager s gross negligence, wilful default or fraud to be untrue, incomplete or incorrect, and and in each case the Issuer or, after the occurrence of an Event of Default, the Common Representative certifies that such default or such warranty, certification or statement proving to be untrue, incomplete or incorrect could reasonably be expected to have a material adverse effect in 40

41 respect of the Issuer Account or Services and (if such default is capable of remedy) such default continues unremedied for a period of 10 Business Days after the earlier of the Transaction Manager becoming aware of such default and receipt by the Transaction Manager of written notice from the Issuer or, after the occurrence of an Event of Default, the Common Representative requiring the same to be remedied; or (c) Unlawfulness: it is or will become unlawful for the Transaction Manager to perform or comply with any of its material obligations under the Transaction Management and Issuer Account Agreement; or (d) Force Majeure: if the Transaction Manager is prevented or severely hindered for a period of 60 calendar days or more from complying with its material obligations under the Transaction Management and Issuer Account Agreement as a result of a Force Majeure Event; or (e) Insolvency Event: any Insolvency Event occurs in relation to the Transaction Manager, The Issuer may, with the written consent of the Common Representative, or, after the occurrence of an Event of Default, the Common Representative may itself, deliver a Transaction Manager Event Notice to the Transaction Manager (with a copy to the Issuer or the Common Representative (as applicable)) immediately or at any time after the occurrence of a Transaction Manager Event. After receipt by the Transaction Manager of a Transaction Manager Event Notice but prior to the delivery of a Transaction Manager Termination Notice, the Transaction Manager shall: (a) (b) (c) (d) (e) hold to the order of the Issuer or, after the occurrence of an Event of Default, the Common Representative the Transaction Manager Records and the Transaction Documents; hold to the order of the Issuer or, after the occurrence of an Event of Default, the Common Representative any monies then held by the Transaction Manager on behalf of the Issuer together with any other assets of the Issuer then held by it; other than as the Issuer or, after the occurrence of an Event of Default, the Common Representative may direct pursuant to Clause of the Transaction Management and Issuer Account Agreement, continue to perform all of the Services (unless prevented by any Requirement of Law or any Regulatory Direction or a Force Majeure Event) until the Transaction Manager Termination Date; take such further action in accordance with the terms of the Transaction Management and Issuer Account Agreement as the Issuer or, after the occurrence of an Event of Default, the Common Representative may reasonably direct in relation to the Transaction Manager s obligations under the Transaction Management and Issuer Account Agreement as may be necessary to enable the Services to be performed by a Successor Transaction Manager; and stop taking any such action under the terms of the Transaction Management and Issuer Account Agreement as the Issuer or, after the occurrence of an Event of Default, the Common Representative may reasonably direct. Applicable law and jurisdiction The Transaction Management and Issuer Account Agreement is governed by and construed in accordance with Portuguese law. The courts of Lisbon have exclusive jurisdiction to hear and determine any disputes that may arise in connection therewith. 41

42 USE OF PROCEEDS Proceeds of the Notes The gross proceeds of the issue of the Notes will amount to 400,000,000. The Originator agrees to allow the Transaction Expenses that are due and shall be paid on the Closing Date to be deducted from the proceeds of the Notes, subject to such Transaction Expenses being duly documented. On or about the Closing Date the Issuer will apply the proceeds of the issue of the Notes solely towards the purchase of the Future Receivables pursuant to the Future Receivables Sale Agreement. The direct cost of the admission of the Notes to trading on the Stock Exchange s regulated market and the listing on the Stock Exchange will amount to approximately 4, and will be paid by the Originator. 42

43 CHARACTERISTICS OF THE FUTURE RECEIVABLES Under the terms of the Future Receivables Sale Agreement and pursuant to article 4.3 of the Securitisation Law, the Originator will assign to the Issuer and the Issuer will, subject to satisfaction of certain conditions precedent, purchase from the Originator, Future Receivables in an amount equal to 105 per cent. of the Debt Service. Under the Future Receivables Sale Agreement, the Originator guarantees that the Future Receivables originated during each Collection Period will be sufficient to cover 105 per cent. of the Debt Service to be transferred to the Issuer Account on the related Quarterly Transfer Date and payable on the immediately following Payment Date and, on each Quarterly Transfer Date and as per indication of the Issuer (or the Transaction Manager on its behalf), the Originator will transfer to the Issuer an amount equal to 100 per cent. of the Debt Service in respect of the related Interest Period. Origination of the Future Receivables The origination of Future Receivables is strongly dependent upon two factors: the level of traffic and the level of the tariff rates that shall be paid by the users of motorways. For the purpose of the charts below: A1 means Auto-estrada do Norte; A2 means Auto-estrada do Sul; A3 means Auto-estrada Porto-Valença; A4 means Auto-estrada Porto-Amarante; A5 means Auto-estrada da Costa do Estoril; A6 means Auto-estrada Marateca-Elvas; A9 means Circular Regional Externa de Lisboa; A10 means Auto-estrada Bucelas-Carregado-IC3; A12 means Auto-estrada Setúbal-Montijo; A13 means Auto-estrada Almeirim-Marateca; A14 means Auto-estrada Figueira da Foz-Coimbra Norte; Traffic level Traffic in 10 8 vehicles per kilometre Business year 2007 January - March April - June July - September A 1 8,18 9,29 10,63 A 2 2,75 3,42 4,97 A 3 1,47 1,63 1,82 A 4 1,07 1,12 1,19 A 5 1,11 1,15 1,11 A 6 0,63 0,71 0,82 A9 0,85 0,88 0,87 A10 0,12 0,15 0,25 A 12 0,45 0,49 0,55 A 13 0,26 0,34 0,58 A 14 0,12 0,13 0,19 TOTAL 17,01 19,32 22,98 43

44 Business year 2006 January - March April - June July - September October - December A 1 8,07 9,13 10,21 8,97 A 2 2,59 3,39 4,69 2,84 A 3 1,48 1,60 1,78 1,55 A 4 1,18 1,27 1,30 1,15 A 5 1,10 1,13 1,11 1,15 A 6 0,62 0,70 0,77 0,71 A9 0,82 0,83 0,80 0,87 A10 0,03 0,03 0,03 0,03 A 12 0,44 0,50 0,55 0,47 A 13 0,22 0,33 0,53 0,27 A 14 0,12 0,13 0,18 0,12 TOTAL 16,66 19,03 21,95 18,12 Business year 2005 January - March April - June July - September October - December A 1 8,49 9,21 10,29 8,77 A 2 2,79 3,37 4,64 2,77 A 3 1,56 1,63 1,84 1,57 A 4 1,37 1,45 1,52 1,34 A 5 1,05 1,10 1,05 1,11 A 6 0,66 0,71 0,78 0,70 A9 0,83 0,88 0,84 0,86 A10 0,02 0,03 0,03 0,03 A 12 0,47 0,52 0,55 0,46 A 13 0,16 0,27 0,47 0,24 A 14 0,11 0,13 0,18 0,12 TOTAL 17,52 19,29 22,21 17,98 Tariff Rates The tariff rates are determined on the basis of two factors: the class of vehicle and the distance in kilometres of the applicable motorway section. The Concession Agreement provides the following classes of vehicles: Class I vehicles include motorcycles and vehicles whose height, vertically measured at the first axle level, is less than 1.1 metres with or without a trailer (e.g. a passenger car); Class II vehicles include vehicles with two axles and whose height, vertically measured at the first axle is equal to or exceeding 1.1 metres (e.g. a light-weight truck); Class III vehicles include vehicles with three axles and whose height, vertically measured at the first axle is equal to or exceeding 1.1 metres (e.g. a heavy truck); and Class IV vehicles include vehicles with more than three axles and whose height, vertically measured at the first axle is equal to or exceeding 1.1 metres. Pursuant to the Concession Agreement, the ratio of tariff rates charged on Class I and Class IV vehicles may not exceed a maximum of 1:2.5 without prior authorisation from the Minister of Finance and from 44

45 the ministry responsible for overseeing road transportation. An increase in tariff rates would first require a proposal from Brisa and a favourable opinion from EP. The Concession Agreement provides that the maximum tariff rate per kilometre on new motorways and motorway sections placed into operation will be the amount calculated by adjusting by 90 per cent. of the annual increase in the Índice de Preços no Consumidor (a consumer price index, which excludes housing costs for Continental Portugal the CPI ) inflation index since December 1996, issued by the Portuguese Statistics National Institute ( Instituto Nacional de Estatística ). Adjustment of Tariff Rates Under the terms of the Concession Agreement, Brisa may, on an annual basis, adjust tariff rates in accordance with inflation by a percentage not exceeding 90 per cent. of the annual percentage increase in the CPI inflation index of the previous year. If the increase is contained within the alluded limit, then no approval from the Portuguese Republic is required. In line with a reclassification of vehicles within the Classes mentioned in the preceding section, the adjustment of tariff rates in accordance with inflation may, on an exceptional basis and during the years (inclusive), step up to 100 per cent. of the annual percentage increase in the CPI inflation index of the previous year. Brisa may request, 60 days before the date on which the new tariffs are valid, that the Ministry of Finance and the ministry responsible for overseeing road transportation approve a tariff rate increase higher than the increase that would result from the application of the above formula whenever, in Brisa s determination, such an increase is warranted by changes in the economic terms of the Concession Agreement or unpredictable financial variables. It is possible under exceptional circumstances for the Portuguese Republic to propose to Brisa that the adjustments of tariff rates be based on a formula other than the one described above. By 15 November of each year, Brisa must notify the Ministry of Finance, through the Inspecção Geral de Finanças, of the indexed tariff rates to be in force the following year, together with justified calculations. Toll Exemptions The following vehicles are exempt from the payment of tolls: vehicles registered to high-ranking members of the Portuguese Government; vehicles in the service of the police and security forces; fire trucks, ambulances and other emergency vehicles, when duly identified; armed forces and security vehicles, when in a convoy; Brisa s vehicles and other vehicles, when involved in activities related to Brisa s business; and vehicles used by the EP and Inspecção Geral de Finanças, in activities related to motorway inspection. Brisa may not grant additional toll exemptions, except where these are justified by reasons connected to the operation of the motorways and with the prior consent of EP has been obtained. 45

46 Tolls The applicable toll for a vehicle using a motorway section is calculated by multiplying the following three components: (i) the tariff rate applicable to the particular class of vehicle; (ii) the distance in kilometres of the applicable motorway section; and (iii) VAT, which is currently 21 per cent. The tariff rates currently applied to each motorway section correspond to the original rate set at the time that the relevant motorway or section entered into service, such rates being annually adjusted so as to reflect the inflation rate. Without the approval of the Portuguese Republic, the annual inflationary readjustments cannot exceed 100 per cent. of the annual percentage increase in the inflation index ( CPI ) for the period until 2011, and 90 per cent. of the annual percentage increase in the CPI for the period from 2011 until the end of the concession. Due to the introduction of the euro, the Concession Agreement was amended by Decree-Law no. 326/01, of 18 October, primarily regarding the rounding up or down of the rates to the closest Toll Collection There are two toll collection systems on Brisa s motorways: the manual system and Via Verde. Via Verde is an electronic toll collection system, which was developed in 1991 by Brisa in cooperation with Micro Design, a Norwegian company. In 1995, Via Verde was expanded to all the entrances and exits of Brisa s toll motorways. The Via Verde system allows direct debit of tolls to the user s bank account on a regular and periodic basis. This system also has advantages for the motorist: there is no need to stop at the toll plaza and there are shorter queues than in the manual lanes; and for Brisa: by way of cost reductions on the operation and construction of toll plazas (fewer lanes needed when compared with conventional manual toll collection plazas). Via Verde is used on all motorways comprised by the Concession Agreement and on all other Portuguese motorway toll concessions (in the latter case under a contractual arrangement between Via Verde and the relevant concessionaire). Via Verde is the most widely used payment mode, representing 58 per cent. of total receipts. Manual, electronic payment now represents 20 per cent. of total receipts, while the share of cash payments has stabilised at 22 per cent. Cash; 22% Via Verde; 58% Bank Cards; 20% Via Verde clients (thousands) 1,076 1,254 1,432 1,580 1,686 1,832 1,974 2, H07 46

47 Comparative Variations - Quarterly Revenues by Motorway (Euros) Business year 2007 January - March April - June July - September A A A A A A A A A A A TOTAL Business year 2006 January - March April - June July - September October - December A A A A A A A A A A A TOTAL Business year 2005 January - March April - June July - September October - December A A A A A A A A A A A TOTAL

48 Business year 2004 January - March April - June July - September October - December A A A A A A A A A A A TOTAL Estimation of Future Receivables The evolution of Brisa s future receivables will depend on both the annual tariff revision and traffic growth. In what refers to annual tariff revisions the Concession Agreement provides for an automatic escalation mechanism linked to Portuguese CPI as described in the previous section. Traffic behaviour can be explained essentially by three factors: economic growth of the Portuguese economy, fuel prices and competition from alternative roads. It was the very modest performance of the Portuguese economy together with the sharp increase in fuel prices and the opening of toll-free motorways competing with Brisa s network in the North of Portugal that explained the decrease in traffic levels registered both in 2005 and Total traffic decreased from (10 8 vehicles per kilometre) in 2004 to (10 8 vehicles per kilometre) in 2005 and to (10 8 vehicles per kilometre) in During the first nine months of 2007 a significant recovery of traffic levels occurred. When compared with the same period of 2006, total traffic on the motorways included in the Concession increased from (10 8 vehicles per kilometre) to (10 8 vehicles per kilometre). This performance results not only from the improvement of the macro-economic environment in Portugal, but also from the strong reduction on the competition impact resulting from the toll-free motorways referred before. As a result of the combination of traffic increase with the annual tariff revision the total increase of toll receivables was in excess of 6 per cent. during the first nine months of 2007 when compared with the same period of Although no assurance can be given in what refers to future traffic growth, Brisa believes that there are good reasons to forecast a positive traffic and revenue performance in the foreseeable future. The Portuguese economy is gradually returning to normal growth levels and the negative impact from competing roads is now becoming small. Additionally the Portuguese Government announced the intention to introduce real tolls in some of the toll free motorways that negatively impacted Brisa s network in the recent past. When materialized this introduction of real toll will certainly have a positive impact into Brisa s traffic levels. 48

49 ORIGINATOR S STANDARD BUSINESS PRACTICES AND SERVICING THE CONCESSION AGREEMENT The following is a summary of certain provisions of the Concession Agreement (defined below). It does not purport to be a complete description of the Concession Agreement and is qualified in its entirety by reference to the full text of the Concession Agreement. 1. General Brisa builds, operates and maintains a system of toll motorways in Portugal pursuant to a concession agreement between itself and the Portuguese Republic, the current terms of which have been established by Decree-Law no. 294/97, of 24 October, which was amended by Decree-Law no. 287/99, of 28 July, by Decree-Law no. 314-A/2002, of 26 December and by Decree-Law no. 39/2005, of 17 February (the Concession Agreement ). The Concession Agreement has been amended periodically since it was first executed in 1972, the latest changes having been approved by Decree-Law no. 39/2005, of 17 February. The Concession Agreement is an administrative contract under Portuguese law. The Portuguese Republic has the right unilaterally to alter the content of the agreement or terminate the concession (the Concession ) by reasons of public interest as long as Brisa is fully compensated. The scheduled termination date of the Concession Agreement is 31 December Scope of the Concession Pursuant to the Concession Agreement, the Concession is granted to Brisa with respect to the motorways listed therein, and all infrastructure works (bridges, tunnels, over- and underpasses, viaducts, etc.), machinery, service areas, equipment, junctions, toll plazas, service buildings and other properties connected with the operation and maintenance of the motorways subject to the Concession (the Concession Properties, which phrase does not include the non-revertible fixed assets of Brisa not directly related to the operation or maintenance of the motorways). The expropriated land is the property of the Portuguese Republic and is for the exclusive benefit of Brisa in order to fulfil its obligations under the Concession Agreement. Upon termination of the Concession, control of all Concession Properties, together with the right to operate the motorways under the Concession and to collect toll revenues, is the exclusive right of the Portuguese Republic. The scope and terms of the Concession may be altered by mutual consent of the Portuguese Republic and Brisa. In accordance with the terms of the Concession Agreement and without prejudice to the exclusive rights of Brisa relating to the motorways included within the Concession, the Portuguese Republic reserves the right to improve existing roads or to build new roads during the term of the Concession, and Brisa has no right to be compensated for any reduction in traffic on its motorways which, as a consequence of such building or improvements, may occur. 3. Construction The Concession Agreement sets out a detailed investment plan and the dates by which projects should be completed. At the request of Brisa, for good cause, and following the approval of a resolution by the Council of Ministers of the Portuguese Republic (a Cabinet Resolution ), the completion date of any particular project may be changed. The completion dates set out in the Concession Agreement assume, inter alia, that Brisa has received in due time the financial contributions for construction activities from the Portuguese Republic which it is required to provide pursuant to the Concession Agreement. 49

50 Brisa may finance its activities through loans and bank credits obtained in both domestic and international markets, the issuance of debt instruments, its own funds and through any other means available to it, together with funds received from the Portuguese Republic and the EU. The Portuguese Republic is obliged generally to contribute 20 per cent. of the costs pertaining to the construction of the operated motorways. The percentage of the Portuguese Republic s contribution to Brisa s construction costs may be adjusted pursuant to a joint order of the Ministry of Finance and the organisation that regulates the transportation sector in Portugal, in the event that, for reasons proven not to be attributable to Brisa, the actual cost of a construction project differs significantly from Brisa s projections due to unforeseen additional works or the breach of construction schedules as a result of an event of force majeure. The Concession Agreement provides that the amount of the Portuguese Republic s contribution to Brisa s construction costs shall be reduced by the amount of funds received from certain other sources, namely the EU, such that the aggregate of all such funds reaches 20 per cent. of the construction costs. The construction costs for which the Portuguese Republic is partially responsible include (i) the cost of studies relating to the construction projects; (ii) actual construction costs; and (iii) costs related directly to the equipment used to operate the motorway network and the construction of assistance centres. Pursuant to the Concession Agreement, the Portuguese Republic will only be obligated to contribute to cost overruns which do not exceed 15 per cent. of the original cost estimate when they are related to a motorway construction or 10 per cent. of the original cost estimate when they correspond to ancillary work (e.g. an overpass). These percentages may be increased in certain situations when authorised by the Minister of Finance and by the ministry responsible for overseeing road transportation (currently the Ministry of Public Works, Transportation and Communications), after a justified request for such purpose has been presented by Brisa and an investigation carried out by the Estradas de Portugal, E.P.E. ( EP ) and the Inspecção Geral de Finanças. 4. Tax Exemption Decree-Law no. 287/99, of 28 July, implemented some changes to the Concession Agreement and to the tax benefits that apply to Brisa. Pursuant to these amendments, investments made on certain motorways before 2002 will be eligible for a 50 per cent. tax deduction and such amounts will be deductible in tax years 2006 and Some depreciation of deferred costs will also be considered as costs for tax purposes. 5. New Lane Construction Brisa must increase the number of lanes on the toll motorways on the following terms: on motorway sections where there are two lanes in each direction, one additional lane, in each direction to come into operation by the end of the second year in which the annual average volume of daily traffic on such sections reaches 35,000 vehicles; and on motorway sections where there are three lanes in each direction, one additional lane in each direction to come into operation by the end of the second year in which the annual average volume of daily traffic on such sections reaches 60,000 vehicles. The Portuguese Republic may, following a justified request by Brisa in the event that increasing lanes on certain sections or subsections of the Concession motorways is inadvisable for technical and economic reasons, authorise the building of new toll motorways to replace six-lane motorways in order to form alternative routes for traffic flow for these sections. The Concession Agreement provides that, as of 1 July 50

51 1997, the creation of new lanes shall not be financed by the Portuguese Republic except in cases where the increase of lanes relates to toll free motorway sections, in which case the Portuguese Republic will be required to pay 100 per cent. of the construction costs. 6. Tariff Rates The tariff rates are determined on the basis of two factors: the class of vehicle and the distance in kilometres of the applicable motorway section. The Concession Agreement provides the following classes of vehicles: Class I vehicles include motorcycles and vehicles whose height, vertically measured at the first axle level, is less than 1.1 metres with or without a trailer (e.g. a passenger car); Class II vehicles include vehicles with two axles and whose height, vertically measured at the first axle is equal to or exceeding 1.1 metres (e.g. a light-weight truck); Class III vehicles include vehicles with three axles and whose height, vertically measured at the first axle is equal to or exceeding 1.1 metres (e.g. a heavy truck); and Class IV vehicles include vehicles with more than three axles and whose height, vertically measured at the first axle is equal to or exceeding 1.1 metres. Pursuant to the Concession Agreement, the ratio of tariff rates charged on Class I and Class IV vehicles may not exceed a maximum of 1:2.5 without prior authorisation from the Minister of Finance and from the ministry responsible for overseeing road transportation. An increase in tariff rates would first require a proposal from Brisa and a favourable opinion from EP. The Concession Agreement provides that the maximum tariff rate per kilometre on new motorways and motorway sections placed into operation will be the amount calculated by adjusting by 90 per cent. of the annual increase in the Índice de Preços no Consumidor (a consumer price index, which excludes housing costs for Continental Portugal CPI ) inflation index since December 1996, issued by the Portuguese Statistics National Institute ( Instituto Nacional de Estatística ). Under the terms of the Concession Agreement, Brisa may, on an annual basis, adjust tariff rates in accordance with inflation by a percentage not exceeding 90 per cent. of the annual percentage increase in the CPI inflation index of the previous year. If the increase is contained within the alluded limit, then no approval from the Portuguese Republic is required. In line with a reclassification of vehicles and the allocation to the Classes mentioned in the preceding section, the adjustment of tariff rates in accordance with inflation may, on an exceptional basis and during the years (inclusive), step up to 100 per cent. of the annual percentage increase in the CPI inflation index of the previous year. 7. Performance Bond The Concession Agreement requires Brisa to provide the Portuguese Republic with a performance bond (the Performance Bond ) in an amount not less than 17,458 million in order to assure Brisa s satisfaction of its obligations under the Concession Agreement. The Performance Bond may take the form of funds deposited in Caixa Geral de Depósitos in cash or securities issued or guaranteed by the Portuguese Republic or in the form of a bank guarantee or insurance bond. The Performance Bond must be established in favour of the EP. Brisa provided the full amount of the Performance Bond through bank guarantees. 51

52 Brisa is required to increase the amount of the Performance Bond in accordance with changes in the CPI. Furthermore, after every new motorway or motorway section comes into operation, funds equal to 1 per cent. of the value of such motorway or motorway section must be added to the Performance Bond. Brisa is required to increase the amount of the Performance Bond within one month of the approval of the financial statements on which the new motorway or motorway section first appears. During the last two years of the Concession, the Portuguese Republic may require Brisa to increase the Performance Bond, in order to assure that Brisa delivers the Concession Properties in perfect condition and without any liabilities. Brisa can withdraw the Performance Bond within one year of termination of the Concession. If the Performance Bond is drawn down, the Concession Agreement requires that Brisa reinstates the amount drawn within one month. The Portuguese Republic may draw down on the Performance Bond whenever Brisa fails to pay any applicable contractual penalties or whenever the EP is required to assume the place of Brisa for the purpose of completing a given project. 8. Accessory Works on the Motorways The Concession Agreement specifies that each motorway must have the following elements, among other things: (i) fencing along its sides; (ii) vertical and horizontal sign posting; (iii) security equipment, especially crash barriers; (iv) landscaping; (v) lighting of interchanges, toll plazas and service areas; (vi) telecommunications equipment; and (vii) anti-pollution and noise reduction equipment. 9. Expropriation of Private Property Brisa, acting on behalf of the Portuguese Republic, is responsible under the Concession Agreement for the expropriation of the private properties necessary for the construction of the motorways subject to the Concession. The parcels of land to be expropriated will be identified in the plotting plans approved by the ministry responsible for overseeing road transportation. The expropriations carried out by Brisa are subject to current Portuguese legislation on expropriations, in particular the Código das Expropriações (the Expropriation Code ). 10. Special Powers of the Portuguese Republic In addition to the general powers of the Portuguese Republic described above, the Portuguese Republic may alter the technical specifications of the works required to be completed by Brisa. The Portuguese Republic may also require Brisa to make modifications to the works already constructed. In the event that Brisa proves that the alterations required by the Portuguese Republic are prejudicial to Brisa, the Concession Agreement provides that Brisa has the right to receive compensation in an amount agreed between Brisa and the Portuguese Republic. The EP can intervene to require alterations or modifications. The EP also has the authority to determine the time period and conditions in which these alterations or modifications are to be carried out. 11. Maintenance Obligations Brisa has an obligation to keep the motorways subject to the Concession in a good state of repair and condition. This requirement extends not only to the motorways but also to the access roads, interchanges, recreational areas, service areas and overpasses. Brisa has the responsibility during the life of the Concession to carry out all maintenance works which are necessary for the motorways, motorway junctions and motorway service areas to satisfy fully the purposes for which they were intended. 52

53 The supervisory personnel of the EP are responsible for verifying the conditions of Brisa s motorways, and Brisa must carry out such repairs and improvements as these officials deem necessary. 12. Motorway Service Areas The Concession Agreement requires that service areas be constructed on Brisa s motorways at least every 50 kilometres. Brisa may enter into agreements with third parties for the financing, construction and operation of such service areas. 13. Emergency Assistance for Motorists Brisa has an obligation to ensure emergency assistance is available for users of motorways subject to the Concession. Specifically, Brisa must provide breakdown assistance and establish a telecommunications network along its motorways so that motorists can request such assistance. In addition, Brisa is required to implement systems for traffic monitoring, accident prevention and the provision of warning information to motorists. 14. Reversion of the Concession Properties to the Portuguese Republic Upon the expiry of the Concession, all of the rights of Brisa arising under the Concession Agreement will cease and the Concession Properties will be surrendered to the Portuguese Republic, in good repair and condition and free of charge or encumbrance. In the event that repairs are necessary, the EP shall manage the execution of such work in order to return the motorways to a good state of repair and condition. Expenses for any such repairs will be subtracted from the Performance Bond or charged to Brisa in the event the Performance Bond is insufficient to cover such expenses. The Portuguese Republic has a right of first refusal to purchase Brisa s non-real estate assets, which are not included in the Concession Properties but are related to the operation of the Concession. 15. Sub-Concessions and Transfers Brisa is not permitted, without the previous authorisation of the Portuguese Republic, to enter into a subconcession contract or transfer the Concession in whole or in part. In the event that the Portuguese Republic permits Brisa to enter into a sub-concession agreement, Brisa will nevertheless maintain all rights and remain subject to all liabilities stemming from the Concession Agreement. If Brisa is permitted to transfer the Concession, the new Concession holder shall assume all of Brisa s duties, obligations and responsibilities under the Concession Agreement and the duties, obligations and responsibilities that eventually may be imposed on Brisa as a condition for the authorisation of the transfer by the Portuguese Republic. 16. Contractual penalties In the event that Brisa fails to comply with the terms of the Concession Agreement or the lawful determination of any supervising authority, the Portuguese Republic has the right to either apply contractual penalties or, in certain circumstances, to revoke the Concession Agreement before the end of the Concession period. Contractual penalties may vary between a minimum of 4,988 and a maximum of 99,760 for each breach or for each day of delay in compliance with the Concession Agreement, depending upon the 53

54 severity of the breach, and such minimum and maximum values will be adjusted each year for inflation in accordance with the CPI of the previous year. The Performance Bond may be used for the payment of penalties; however, Brisa must reinstate the full value of the Performance Bond prior to the drawdown no later than one month after it is drawn upon. If the Performance Bond is not sufficient to pay the penalties assessed against Brisa, the remaining penalty may be charged directly against Brisa. Without prejudice to the foregoing, the EP may on a temporary basis replace Brisa in the execution of any activity, repair work, operation work or other activity which has been interrupted for the account and responsibility of Brisa. 17. Optional early revocation of the Concession Agreement during the last five years of the contract Pursuant to the Concession Agreement, during the last five years of the concession period the Portuguese Republic has the right to revoke the Concession at any time after giving Brisa one year s notice. In such event, the Portuguese Republic will assume all rights and responsibilities of Brisa related to the operation and maintenance of the motorways subject to the Concession which result from agreements entered into before Brisa was notified of the early revocation of the Concession. Any new obligations assumed during the period between the notification of revocation and the Portuguese Republic s assumption of the Concession shall only bind the Portuguese Republic if the Portuguese Republic has approved them beforehand. In the event of an early revocation of the Concession, Brisa will be entitled to the following compensation: (i) (ii) an annual sum payable to the end of the normal concession period equal to the average net operating income for the seven years preceding the notice of revocation, which figure shall be derived by deducting from the gross income of Brisa s administration, maintenance and operating costs; and a sum equivalent to the value of any new works carried out with the approval of the Portuguese Republic after notification of revocation, deducting from such sum one-seventh of the value of such works for each year which has passed since the works were completed. The compensation value referred to in i) above will not include the value of the works referred to in ii) above and the charges related to such works. The total amount of the compensation payment will be established by an arbitration committee comprising of an arbitrator appointed by Brisa, an arbitrator appointed by the Portuguese Republic and an arbitrator appointed by both parties, or in the absence of agreement, by the president of the Lisbon Court of Appeal. 18. Revocation of the Concession Agreement If Brisa breaches any of its obligations under the Concession Agreement in a serious or repeated manner, the Portuguese Republic may revoke the Concession Agreement. The Concession Agreement may be revoked for various reasons, including but not limited to: abandonment of the construction, operation or maintenance of the motorways subject to the Concession; a judicial declaration of bankruptcy against Brisa; 54

55 a breach of any obligations in connection with the application of a penalty; failure to supply or replace the Performance Bond under the established terms and within the established time limits; the assignment or transfer of the Concession, in whole or in part, without prior authorisation; failure to fulfil decisions issued by a competent court; and repeated failure to comply with the decisions of the supervising authorities which is detrimental to the construction or operation of the motorways subject to the Concession. In case of revocation of the Concession Agreement for breach, Brisa will forfeit the Performance Bond. In case of such revocation, the value of the Concession Property is to be evaluated by an arbitral committee and a new concessionaire will then be selected by an auction. 19. Force Majeure The Concession Agreement provides that Brisa will not be responsible for breaches of the Concession Agreement in proven cases of force majeure. 20. Dispute Resolution Disputes as to validity, interpretation and performance of the Concession Agreement are to be resolved by a competent court. Brisa and the Portuguese Republic may, however, agree to submit disputes to arbitration. 55

56 DESCRIPTION OF THE ISSUER 1. Introduction The Issuer is a limited liability company registered and incorporated in Portugal on 11 November 2004 as a special purpose vehicle for the purpose of issuing asset-backed securities under the Securitisation Law and has been duly authorised by the Portuguese securities supervising authority (Comissão do Mercado de Valores Mobiliários, the CMVM ) through a resolution of the Board of Directors of the CMVM for an unlimited period of time and was given registration number The registered office of the Issuer is at Rua Castilho, no. 20, Lisbon, Portugal. The contact details of the Issuer are as follows: telephone number ; fax number The Issuer is registered with the Commercial Registry Office of Lisbon under the sole registration and tax number The Issuer has no subsidiaries. 2. Principal activities The principal objects of the Issuer are set out in its articles of association (Estatutos or Contrato de Sociedade) and permit, inter alia, the purchase of a number of portfolios of assets from public and private entities and the issue of notes in series to fund the purchase of such assets and the entry into of such transaction documents to effect the necessary arrangements for such purchase and issuance including, but not limited to, handling enquiries and making appropriate filings with Portuguese regulatory bodies and any other competent authority and any relevant stock exchange. 3. Directors and Secretary The directors of the Issuer and their respective business addresses and their principal occupations are: Name Business Address Principal Occupation Homero José de Pinho Coutinho Rua Castilho, no. 20, Lisbon, Portugal Chairman of the Board of Directors Joaquim António Furtado Baptista Rua Castilho, no. 20, Lisbon, Portugal Director José Francisco Gonçalves de Arantes e Oliveira Rua Castilho, no. 20, Lisbon, Portugal Director There are no potential conflicts of interest between any duties of the persons listed above to the Issuer and their private interests. The Issuer s auditor is KPMG & Associados SROC, S.A. ( KPMG ), which is registered with the Chartered Accountants Bar under number 189 and is represented by Inês Maria Bastos Viegas Clare Neves Girão de Almeida, ROC no The registered office of KPMG is Edifício Monumental, Avenida Praia da Vitória, 71 A, 11th floor, Lisbon, Portugal. KPMG has taxpayer number The Issuer has no employees. The directors of the Issuer are officers of Deutsche Bank (Portugal), S.A. The secretary of the Issuer is Hugo Rosa Ferreira with offices at Av. Duarte Pacheco, 26, Lisbon, Portugal. Legislation Governing the Issuer s Activities The Issuer s activities are specifically governed by the Securitisation Law. 56

57 Financial Statements Audited financial statements of the Issuer are to be published on an annual basis and are certified by an auditor registered with the CMVM. The first audited financial statement is for the period starting on the date of incorporation and ending on 31 December Insolvency of the Issuer The Issuer is a special purpose vehicle and as such it is not permitted to carry out any activity other than the issue of securitisation notes and certain activities ancillary thereto including, but not limited to, the borrowing of funds in order to ensure that securitisation notes have the necessary liquidity support and the entering into of documentation in connection with each such issue of securitisation notes. Accordingly, the Issuer will not have any creditors other than the Republic of Portugal in respect of tax liabilities, if any, the Noteholders and the Transaction Creditors, third parties in relation to any Transaction Expenses, and noteholders and other creditors in relation to other series of securitisation notes issued or to be issued in the future by the Issuer from time to time. The segregation principle imposed by the Securitisation Law and the related privileged nature of the noteholders entitlements, on the one hand, together with the own funds requirements and the limited number of general creditors an STC may have, on the other, makes the insolvency of the Issuer a remote possibility. In any case, under the terms of the Securitisation Law, such remote insolvency would not prevent Noteholders from enjoying privileged entitlements to the Transaction Assets. 4. Capital requirements The Securitisation Law imposes on the Issuer certain capitalisation requirements for supervisory purposes. The level of capitalisation of the Issuer is determined by reference to the nominal amount outstanding of notes issued by the Issuer and traded (em circulação) at any given point in time. Apart from the minimum share capital, a securitisation company ( STC or sociedade de titularização de créditos) must meet further own funds levels depending upon the nominal amount outstanding of the securitisation notes issued. In this respect, (a) if the nominal amount outstanding of the notes issued and traded is 75 million or less, the own funds of the Issuer shall be no less than 0.5 per cent. of the nominal amount outstanding of such notes, or (b) if the nominal amount outstanding of the notes issued and traded exceeds 75 million, the own funds of the Issuer, in relation to the portion of the nominal amount outstanding of the notes in excess of 75 million, shall be 0.1 per cent. of the nominal amount outstanding of such notes. An STC can use its own funds to pursue its activities. However if, at any time, the STC s own funds fall below the percentages referred to above the STC must, within three months, ensure that such percentages are met. CMVM will supervise the Issuer in order to ensure that it complies with the relevant capitalisation requirements. The required level of capitalisation can be met, inter alia, through share capital, ancillary capital contributions (prestações acessórias) and reserves as adjusted by profit and losses. The entire authorised share capital of the Issuer comprises 50,000 issued and fully paid shares (the Shares ) of 5 each. The amount of ancillary capital contributions (prestações acessórias) made by Deutsche Bank (Portugal), S.A. (the Shareholder ) is 446, The Shareholder All of the Shares are held directly by the Shareholder. 57

58 6. Capitalisation of Issuer As at the Closing Date Indebtedness Rose No. 1 Securitisation Notes (Article 62 Asset Identification Code No TGSBRSNXXN0024) Notes ,000,000 Other Securitisation Transactions 380,000,000 Shareholders equity ,000 Share capital (Authorised 250,000; Issued 50,000 shares with a par value of 5 each) ,000 Ancillary Capital Contributions ,000 Total capitalisation ,696, Other Securities of the Issuer The Issuer has not issued any convertible or exchangeable securities or notes. 8. Financial Information Financial information relating to the Issuer is included in Appendix 1. 58

59 DESCRIPTION OF THE ORIGINATOR 1. Overview and general corporate information Brisa Auto-Estradas de Portugal, S.A. ( Brisa, and together with its consolidated subsidiaries, the Brisa Group ) is a listed company (sociedade aberta) established in Portugal, organised under the laws of Portugal and registered with the Commercial Registry Office of Cascais under number Brisa has its registered head office at Quinta da Torre da Aguilha Edifício Brisa, in São Domingos de Rana, Cascais, and its telephone number is Currently, Brisa is one of the largest European motorway companies and operates the concession of a network of roads with a total length of 1,089 km under operation (for a total of 1,106 km under concession) which constitutes the main Portuguese road connection, from north to south, east to west. Additionally, Brisa holds per cent. of the share capital in the Brisal Auto-Estradas do Litoral, S.A. consortium ( Brisal ), which obtained a concession for a 92 km motorway in Furthermore, Brisa holds 50 per cent. of the share capital in Auto-Estradas do Atlântico ( AEA ), a company which operates two motorways with a joint global extension of 170 km. Complementary to its core business, the Company has been enlarging its scope of activities, developing solutions for questions relating to safety and environmental protection. One of Brisa s strongest investment areas involves the investigation into the development of its electronic collections system known as Via Verde which now has more than 2,000,000 users. Brisa is the sixth largest company listed on Euronext Lisbon (the Portuguese Stock Exchange) by market capitalisation. The Company is part of the main Portuguese reference index, the PSI 20, representing 8 per cent. of the index. The company is also listed on Euronext 100 (an index that includes the largest companies in France, the Netherlands, Belgium and Portugal) and on the FTSE4 Good (one of the leading sustainability indices). Company Profile In Portugal, Brisa operates three road concessions consisting of 1,368 km of road and comprised of 14 motorways. The following is a summary of these concessions: 1. Brisa s main concession, granted until 2032, covers a network of 11 motorways and 1,106 km of road. 2. Litoral Centro concession, held through a per cent. stake in Brisal, consists of one motorway with a length of 92 km. 3. Two motorways with a total length of 170 km, operated by AEA, in which Brisal owns a stake of 50 per cent. Brisa Network 59

60 Main Areas of Business Brisa s main areas of business are as follows: Motorways: Concession (100%) Brisal (80%) Auto-Estradas do Atlântico (50%) International: Abertis (1%) CCR (18%) Northwest Parkway (90%) KTS (26%) Movenience (30%) Services: BEG (100%) Via Verde (75%) BAR (100%) MCall (100%) SMA/Efacec (20%) BAER (92,5%) Controlauto (60%) Brisa is the parent company to the various companies mentioned above and Brisa s financial results and cash flows are influenced by the financial results and dividends from these subsidiaries. Motorways Portugal Concession The Concession Agreement is valid until 31 December 2032 and comprises the construction, maintenance and operation of 11 toll motorways (and related service areas) that are the backbone of the National Road Plan. The Concession has a total length of 1,106 km, of which 1,089 km are already under operation. Of the 1,089 km under operation, Brisa charges tolls on 1,012 km. Except for the 77 km of motorway around main urban centres, all the motorways in the Brisa network are included in the Concession on a toll collection basis. As for the width of the network, the majority of the Concession comprises two-lane motorways and representing km or 81 per cent. of the total network in operation. 18 per cent. of the motorways in the network (corresponding to km) have three lanes and the remaining, 10.4 km (1 per cent.), have four lanes in each direction. At year-end 2006, the combined length of all lanes was 5,200 km. Brisa s construction procedures may be summarised as follows: according to EU and domestic rules, an environmental impact study and a public discussion must be carried out prior to the construction of any new motorway section or of additional lanes in existing motorways. Such environmental impact study is subject to the approval of the Portuguese Environment Ministry. Once the environmental study is approved, Brisa starts the property expropriation procedures acting on behalf of the Portuguese Republic. The expropriated land becomes property of the Portuguese Republic and it is used to the exclusive benefit of Brisa in order to fulfil its obligations under the Concession Agreement. In the meantime, Brisa starts the bidding procedures to select the contractors. 60

61 Concession Operational network Evolution of the network under operation (year-end figures) KM ,2 79,2 80, Additional Lanes Pursuant to the terms of the Concession Agreement, Brisa has the obligation to build additional lanes on its motorways when traffic reaches certain levels. If the construction of additional lanes is not possible due to technical or economic reasons, Brisa can seek authorisation from the Portuguese Republic for the construction of alternative motorways. After the Concession has been almost completely built, improvements, such as the construction of additional lanes will represent most of the investment to be maid in the forthcoming years. The following widening works where in place during the first half of 2007: widening of the A1 motorway from 2x2 to 2x3 lanes on the sections Santarém/Torres Novas and Estarreja/Feira 26.9 km and 16.8 km long, respectively, and widening to 2x4 lanes of the A3 motorway on the 5.3 km section Águas Santas (A3/A4) / Maia. Maintenance Brisa s maintenance contractual obligations encompass the entire motorway network including junctions, services areas and all other sites used by the concessions. 61

62 Brisa s maintenance tasks consist of routine maintenance (including landscaping and building repair), maintenance of adequate lighting, toll equipment, signs and emergency communications systems and major repair works on the motorways included in the network. The major repair and reinforcement works on the motorway network are executed by way of outsourcing to independent contractors under contracts signed with Brisa. Traffic In 2006, traffic on Brisa s toll motorway network was 7.6 x 10 9 vehicles x km, a 1.6 per cent. decrease compared to 2005 (Source: Brisa Consolidated Annual Report and Accounts 2006). This decline can be broken down into two components: average daily traffic (ADT) (-1.8 per cent.) and the opening of new sections (+0.2 per cent.) (Source: Brisa Consolidated Annual Report and Accounts 2006). By the end of the 3 rd quarter of 2007, as released recently, total traffic in Brisa s network recorded a total increase of 2.9 per cent., when compared to the same period of Like-for-like ADT, which records the average number of vehicles travelling one kilometre of motorway in one day on the same network, was 22,135 in 2006, a decrease of 1.8 per cent. when compared to 2005 (Source: Brisa Consolidated Annual Report and Accounts 2006). This was due to the modest performance of the Portuguese economy, the volatility in oil prices, and competition effects, namely due to the new toll-free Costa de Prata motorway between Porto and Estarreja, which competes directly with the parallel section of Brisa s A1 motorway (Source: Brisa Consolidated Annual Report and Accounts 2006). By the end of the 3 rd quarter of 2007, as released recently, like-for-like ADT increased 2.4 per cent., when compared to the same period of Traffic by motorway

63 Assistance to the Customer Adequate service levels are ensured through innovative initiatives. These may include new equipment or new systems like those in place at the Operational Co-ordination Centre or effective and timely solutions for incidents or crises, as they occur. Road assistance which is part of Brisa s obligations under the terms of the Concession Agreement consists of patrolling motorways in order to detect and correct anomalies and thus prevent accidents and to assist road users. Assistance to road users includes rapid breakdown services, fuel uplift and providing, on demand, car removal services of road, in case of accident or breakdown. Brisa has Assistance and Maintenance Centres strategically located to provide efficient assistance on all motorways. Service areas are one of the most useful services made available on the network. Located on the roadside every 40 km on average, the service areas are granted in Concession to third parties although Brisa exercises active control in respect of both service quality and capacity. The whole network comprised in the Concession Agreement has 25 service areas. Operational Co-ordination Centre In 2004, Brisa completed the construction of the new Operational Co-ordination Centre ( OCC ) (located in Carcavelos), which provides integrated operational management of the entire Brisa motorway network. The OCC operates essentially at three levels: traffic management; management of assessment in the event of maintenance work; and co-ordination of roadside assistance, which was previously carried out separately by the Operational Centres. The OCC operators control, in real time, the entire Brisa Network by means of a series of information systems, including a video wall, which projects the information collected by traffic control cameras, by meteorological sensors and by traffic sensors distributed along the different motorways. The information can then be passed on to motorway users in real time, through the existing electronic message panels. This mechanism can also be used to co-ordinate rescue and assistance teams, and to adapt roadworks so that they do not affect the volume of traffic, thus being a more efficient and effective way of guaranteeing traffic flow and customer information. This in turn ensures the effective improvement of the quality of service provided by Brisa. 2. The Brisa Group Brisal/Litoral Centro Brisal-Auto Estradas do Litoral, S.A. consortium ( Brisal ) a subsidiary of Brisa, is responsible for the conception, design, construction, widening, funding, maintenance and operation, on a toll collection basis, of the concession for the Auto-Estrada do Litoral Centro motorway (A17). Brisal is financed under a project finance scheme. Auto-Estradas do Atlântico, S.A. In early 2005, Brisa acquired 10 per cent. of the share capital in the motorway operator, Auto-Estradas do Atlântico, S.A. ( AEA ) and agreed later to buy a further 40 per cent. In 2006, the Portuguese Competition Authority ( AdC ) passed a decision against Brisa s purchase of this further 40 per cent. Subsequently, Brisa appealed to the Minister of Economic Affairs, who, in June 2006, decided to authorise the deal. This acquisition was concluded in the first half of

64 Motorways International Aimed at strengthening Brisa s international presence and competitive positioning in the context of international consolidation of the motorway sector, 2001 saw the setting up of the sub-holding company to manage Brisa s foreign holdings and seek new business opportunities. That is the task of Brisa Internacional, a company that manages the Brisa Group s business and equity holdings outside Portugal. In Brazil, Brisa owns per cent. of Companhia de Concessões Rodoviárias ( CCR ), Latin America s largest operator of motorway concessions. CCR is a holding company that controls six motorway concessions totalling 1,452 km. In Spain, Brisa holds 1 per cent. of the share capital in Abertis, the country s largest motorway operator. This stake in Abertis share capital resulted from the sale of 3 per cent. of the 4 per cent. stake Brisa formerly held in Abertis. In the USA, Brisa (90 per cent.), with CCR (10 per cent.) was awarded by the Northwest Parkway Public Highway Authority the concession of the Northwest Parkway motorway. In other markets, Brisa has been observing political developments in Central and Eastern Europe, namely substantial-size, convergence economies. On the electronically toll collection business, Brisa has two main ventures in operation: in Czech Republic, through Kapsch Telematic Services GmbH (KTS), in which it has a 26 per cent. stake, currently operates an electronic toll charging system for heavy goods vehicles in a 929 km network. In the Netherlands, Brisa has a 30 per cent. stake in the Movenience consortia that operates the electronic toll collection of the Westerschelde road tunnel, located on the Dutch province of Zealand. Services Brisa owns a series of companies specialised in the provision of various types of motoring services, aimed, on the one hand, at improving the quality of the service provided to motorway customers and, on the other hand, at providing Brisa with an increased operating efficiency. BRISA Engenharia e Gestão, S.A. BRISA Engenharia e Gestão, S.A. ( BEG ) manages road and railway infrastructure, guides projects, oversees expropriations, manages construction work and co-ordinates security. In 2006, the company coordinated and managed several safety, construction and expropriation projects. BEG s main clients are, in addition to Brisa, Brisal, several municipalities, RAVE Rede de Alta Velocidade and REFER. In 2006 the company had revenues of 22.2 million euros, 34 per cent. of which from external clients and a net profit of 105 thousand euros. Via Verde Portugal, S.A. The via verde toll collection system has been installed in every toll plaza of Brisa s motorway network since With this system, Portugal became the first European country to have an integrated electronic non-stop toll collection system. Via Verde Portugal, S.A. ( Via Verde ) is owned by Brisa (75 per cent.) and by SIBS Sociedade Interbancánia de Serviços (25 per cent.), the Portuguese clearing company owned by the majority of the banks operating in Portugal. Via Verde was the winner of the International Bridge, Tunnel and Turnpike Association Toll Excellence Awards 2006 in the technology category for its development of complementary electronic fee collection services to increase the world s highest electronic toll collection penetration rate in a non-mandatory environment. 64

65 Controlauto Controlo Técnico Automóvel, S.A. Brisa owns 59.6 per cent. of Controlauto, an operator of car inspection centres. In 2006, the company had sales of 21.9 million euros, up 1.9 per cent. when compared to In 2006, the company s scope of operations was enlarged to include checking of conversions to LPG, measurement of CO2 emissions and checking vehicles for the transportation of children. BRISA Access Electrónica Rodoviária, S.A. BRISA Access Electrónica Rodoviária ( BAER ) develops its activity in the area of automatic collection systems. BAER is a company that resulted from the merger of BRISA Access with BRISA Electrónica Rodoviária. The company s main activities are toll collections solutions for motorways, electronic payment solutions in car parks, loading/unloading traffic management and on-street parking solutions, controlled access to cities and historic neighbourhoods and payment at fuel stations. BRISA Assistência Rodoviária, S.A. BRISA Assistência Rodoviária ( BAR ) provides road assistance and patrolling services. Wholly-owned by Brisa, BAR has broadened its scope of operations to include the provision of services to third parties including breakdown assistance in the urban areas of Lisbon, Setúbal and Porto on behalf of insurance companies and road assistance and patrolling services on the network of AEA. With this latter addition, BAR s operations now cover a length of about 1,300 km. To support its national coverage, BAR has 300 technical staff and 81 purpose-built vehicles that operate from 15 centres. In 2006, there were over 111,000 assignments, a 2 per cent. increase when compared to the year before. Requested services included rescue, assistance, breakdown/tow and accidents. In 2006, BAR had revenues of 11.5 million euros, 17 per cent. of which from external clients. MCall Serviços de Telecomunicações, S.A. MCall-Serviços de Telecommunicações, S.A. ( MCall ) is Brisa s affiliate for the remote contact business. MCall s call and contact centres use the telephone and the Internet to provide an integrated communication services offer. In 2006, MCall processed over 1.3 million calls. Revenues amounted to 2 million euros of which 30 per cent. were generated by third-party demand. 3. History Brisa was incorporated on 28 September 1972 for an unlimited period of time. The original corporate scope of the Company was to construct, maintain and operate motorways functioning on a toll regime. In accordance with the first concession agreement entered into by Brisa and the Portuguese Republic, the Company was responsible for the task of building 390 km of motorways until the end of 1981, including parts of connections between Lisboa and Porto (A1), Fogueteiro and Setúbal (A2), Estádio Nacional and Cascais (A5) and Porto and Famalicão (A3). The privatisation of the Company began in The first stage was carried out through an initial private offering with 35 per cent. of the share capital of the Company being listed on the Lisbon Stock Exchange; the second stage took place in the following year, with the secondary offer of an additional 31 per cent.; and in 1999 the third stage of Brisa s privatisation occurred when 20 per cent. of the relevant share capital was listed on the Lisbon Stock Exchange. 65

66 3. Sustainability Brisa publishes an annual sustainability report as from Environment Brisa is strongly committed to promoting biodiversity as well as the preservation of the environment as an important part of its heritage. Brisa s goal is to build, maintain and operate motorways in a sustainable way. For this reason, the Company believes it should have an active role on environmental protection at all stages of its business, from construction to operation. In this scenario, the Board of Directors of Brisa has approved, on 31 July 2003, an Environment Policy Statement for the Brisa Group. Therefore, Brisa actively invests in scientific projects for the study of such diversified subjects as the fauna and flora of regions, the monitoring of diverse environmental indicators, the development of technologies promoting energy efficiency and pollution reduction, all this with the scope of implement systems which are increasingly eco-efficient. 5. Innovation Since 2001, Brisa has adopted and developed an innovation model the Innovation Management System. This model involves several components that have as a common objective the creation of value, increasing in general terms the competitiveness of the Group through the creation of new products, new services, new processes and new business. The Brisa innovation model is based on a system of partnerships, which substantiate the collaboration of people and entities, starting with the employees of Brisa. The aim of this partnership system is to maximise the innovation process at Brisa. Four years experience of the partnership system gave rise to an innovation network, characterised by openness to new projects and new partners, which permits ongoing regeneration of its assets. Brisa s investment in innovation is a considerable effort, objectively proving the strategic value of this activity within the group. Investment in technological projects in 2006 reached 6.8 million. In European terms, Brisa is today a Middle Range Technology Intensity company, that stands out among average Portuguese companies in the aspect of investment in R&D, as shown in the comparison of the Brisa data with data from the Survey of National Scientific and Technological Potential, conducted by the Observatory of Science and Higher Education/Ministry of Science and Higher Education (2001). 6. Human resources and employees People are one of Brisa s strategic assets and are worth the investment made to attract and maintain talented personnel, to manage performance and to create a coherent corporate culture. For the people (2006 year-end) who work at Brisa, a Performance Management System has been developed which, in 2006, covered all functional levels of the Group executive management, senior management and employees in general, applying the strategy for human resource management defined in the Human Resources Strategic Development Plan, approved in The strategy is based on the adjustment of the necessary skills for corporate evolution and for the increase in productivity levels, promoting the organization of work and seeking the professional progress of its employees. With the objective of encouraging the sharing of values, the area of Human Resources has promoted the definition and implementation of strategic guidelines for the management of Human Resources. An objective achieved through the contribution of the other areas, in the pursuit of high levels of 66

67 productivity, through the development of skills and based on commitment to the strategic values and principles of the Brisa Group. 7. Strategy Total Number of Employees Number of Employees 2,879 2,740 The Portuguese Republic has a programme in place for the concession of new toll motorways totalling more than 500 km. Of these, 114 km have been put out to tender and the others are at a project stage. Brisa s strategy is to tender for those concessions that fit into the company s business plan. For such purpose, Brisa will enter into consortia schemes with those construction companies that are prepared to bear the risks involved with construction. For each project, a separate legal entity will be set up with its own project-financing framework, with no access for lenders to either the cash flows generated or the assets owned by Brisa in addition to the usual standby equity arrangements commonly used in project finance schemes. 8. Recent Business Performance In 2005, Brisa s consolidated accounts were prepared for the first time in accordance with the International Financial Reporting Standards (IFRS) which replaced the Plano Oficial de Contabilidade (POC) or Portuguese GAAP. In 2006, EBITDA was million, a 0.1 per cent. decrease compared to 2005, and EBIT was 0.5 per cent. lower at million. Net income declined 43.9 per cent. to 167 million, this is due to the partial sale of the equity stake in Abertis which generated significant non-recurrent income in Net Financial Income was million, including capital gains. The EBITDA margin, or EBITDA in percentage of total revenues, was 71.3 per cent. versus 72.4 per cent. in This decrease was due to low top-line growth deriving from poor traffic performance and the short-term cost of operational efficiency measures, including staff adjustments. The positive effect of these measures will be recognised in coming accounting years. The figures released in Brisa s Consolidated Half-Yearly Report and Accounts for 2007 indicate a pick-up of traffic which consequently explains a recovery in the topline. On 31 December 2006, Brisa s total assets were 4,439 million and total shareholders equity was 1,566 million. On October Brisa released 3rd quarter s non-audited consolidated accounts. Operating revenues were 488 million, a 11 per cent increase when compared to the same period of This development was explained by a quite favourable performance of traffic and the consolidation of AEA. EBITDA was 355 million, a 11.7 per cent. increase compared to the same period of 2006, and EBIT was 0.9 per cent. higher at million. Net income increased 5.4 per cent. to million. Net Financial Income was million. The EBITDA margin, or EBITDA in percentage of total revenues, was 72.6 per cent. versus 72.3 per cent. in Recent Developments Vehicle for the financing of infrastructures On 22 January 2007, Brisa announced its support, in association with two financial partners, to the development of an investment vehicle targeting the investment in transport infrastructures. The 67

68 investment vehicle aims at exploiting complementary opportunities in the infrastructure sector. The vehicle s target capitalization is 500 million, 40 million of which will be subscribed by Brisa. Strengthening the holding in KTS On February , Brisa announced an increase in its stake in the share capital of the Austrian company KTS - Kapsch Telematic Services from 15 per cent. to 26 per cent., representing an investment of 3 million. KTS is an Austrian company set up by Kapsch Traffic Com AG and Brisa aiming to participate in tenders for the supply and operation of electronic toll collection systems for heavy goods vehicles in Central European countries. Approval of purchase of the 40 per cent. stake in Auto-Estradas do Atlântico, S.A. On 29 March 2007, Brisa was notified by ministerial order, issued jointly by the Minister of Finance and the Minister of Public Works, Transport and Communications, of the authorization for the purchase of 4,400 shares corresponding to 40 per cent. of the capital of AEA. Only after this formality Brisa was allowed to conclude the acquisition of the per cent. stake in AEA. Brisa wins tender in Colorado In the USA, Brisa (90 per cent.), with CCR (10 per cent.) was awarded by the Northwest Parkway Public Highway Authority the concession of the Northwest Parkway motorway for a period of 99 years. Brisa pre-qualified in Texas On July , Brisa announced that it has, in partnership with Balfour Beatty, been pre-qualified in the tender for the construction, operation and maintenance of the North Tarrant Express in Texas, USA. The project has a total length of 58 km. Brisa signs memorandum for Russian market On 27 October 2007, Brisa announced that it has signed a Memorandum of Understanding with Managing Company Leader ( MCL ), a Russian company, on which both parties have agreed to participate in the tender process, recently announced by the Government of the Russian Federation, for the financing, construction and operation (as toll roads) of the following motorways: Auto-Highway Moscow Saint Petersburg (Km 15 to 58) and New Entrance to Moscow Ring Autoroute from the Federal Autoroute M1 Belarus Moscow Minsk. Douro Litoral concession On 2 November 2007, Brisa announced that the Douro Litoral concession has been provisionally awarded to the Auto-Estradas do Douro Litoral ( AEDL ) consortium. Brisa is the leader of the said consortium with a stake of 55 per cent. Douro-Litoral concession is located within Oporto s metropolitan area and comprises 129 km, of which 76.2 will be tolled. The concession is to be granted for 27 years. 10. Management The board of directors of Brisa elected for the financial years , consists of eleven directors, of which five comprise the Executive Committee. The Board of Directors manages Brisa s affairs and monitors the daily operational activities of Brisa, in accordance with Portuguese law and Brisa s articles of association. The Executive Committee is in charge of Brisa various administrative departments and reports directly to Board of Directors. The operating companies within the Brisa Group are managed by their respective Boards of Directors. 68

69 On 8 August 2007, Brisa announced that it had increased its Board of Directors from 11 to 13 members. 11. Shareholders On 13 December 2007, the main shareholders known to the Company are José de Mello Investimentos SGPS, S.A., to which per cent. of the voting rights are attributable, Abertis (Portugal), SGPS, S.A. (a company fully owned by Abertis Infraestructuras, S.A.), to which per cent. of the voting rights are attributable, Babcock & Brown, to which per cent. of the voting rights are attributable, Banco Privado Português, S.A., to which 5.24 per cent. of the voting rights are attributable, Cinveste, to which 5.10 per cent. of the voting rights are attributable, Capital Partners PTY Ltd, to which 3.44 per cent. of the voting rights are attributable, and Caixa de Aforros de Vigo Ourense e Pontevedra (CaixaNova), to which 2.05 per cent. of the voting rights are attributable. On 13 December 2007, Brisa s main stakes in its core business of motorway toll concessionaires include stakes in Brisal ( per cent.) and AEA (50 per cent.), both Portuguese incorporated and governed companies, CCR (17.88 per cent.), the largest motorway operator in Brazil and Latin America, Northwest Parkway LLC (90 per cent.), the company that operates the Northwest Parkway in Denver, Colorado, and Abertis Infraestuturas (1 per cent.), the leading Spanish motorway company. The stocks of CCR have been admitted to trading on the São Paulo Stock Exchange and the stocks of Abertis have been admitted to trading on the Madrid, Barcelona, Valencia and Bilbao Stock Exchanges. 69

70 12. Financial Data 70

71 71

72 Deutsche Bank, London Branch DESCRIPTION OF THE ISSUER ACCOUNT BANK Deutsche Bank Aktiengesellschaft ( Deutsche Bank or the Bank ) originated from the reunification of Norddeutsche Bank Aktiengesellschaft, Hamburg, Rheinisch-Westfälische Bank Aktiengesellschaft, Duesseldorf and Süddeutsche Bank Aktiengesellschaft, Munich; pursuant to the Law on the Regional Scope of Credit Institutions, these had been disincorporated in 1952 from Deutsche Bank which was founded in The merger and the name were entered in the Commercial Register of the District Court Frankfurt am Main on 2 May Deutsche Bank is a banking institution and a stock corporation incorporated under the laws of Germany under registration number HRB The Bank has its registered office in Frankfurt am Main, Germany. It maintains its head office at Taunusanlage 12, Frankfurt am Main and branch offices in Germany and abroad including in London, New York, Sydney, Tokyo and an Asia-Pacific Head Office in Singapore which serve as hubs for its operations in the respective regions. The Bank is the parent company of a group consisting of banks, capital market companies, fund management companies, a real estate finance company, instalment financing companies, research and consultancy companies and other domestic and foreign companies. Deutsche Bank AG, London Branch is the London branch of Deutsche Bank AG. On 12 January 1973, Deutsche Bank AG filed in the United Kingdom the documents required pursuant to section 407 of the Companies Act 1948 to establish a place of business within Great Britain. On 14 January 1993, Deutsche Bank registered under Schedule 21A to the Companies Act 1985 as having established a branch (Registration No. BR000005) in England and Wales. Deutsche Bank AG, London Branch is an authorized person for the purposes of section 19 of the Financial Services and Markets Act In the United Kingdom, it conducts wholesale banking business and through its Private Wealth Management division, it provides holistic wealth management advice and integrated financial solutions for wealthy individuals, their families and selected institutions. As of 30 June 2007, Deutsche Bank s issued share capital amounted to 1,350,748, consisting of 527,636,267 ordinary shares without par value. The shares are fully paid up and in registered form. The shares are listed for trading and official quotation on all the German Stock Exchanges. They are also listed on the New York Stock Exchange. The consolidated financial statements for fiscal years starting 1 January 2007 are prepared in compliance with International Financial Reporting Standards (IFRS). As of 30 June 2007, Deutsche Bank Group had total assets of EUR 1,938,185 million, total liabilities of EUR 1,901,181 million and total equity of EUR 37,004 million on the basis of IFRS (unaudited). Deutsche Bank s long-term senior debt has been assigned a rating of AA (outlook stable) by Standard & Poor's, Aa1 (outlook stable) by Moody s Investors Services and AA- (outlook positive) by Fitch Ratings. 72

73 SELECTED ASPECTS OF PORTUGUESE LAW RELEVANT TO THE FUTURE RECEIVABLES AND THE TRANSFER OF THE FUTURE RECEIVABLES Securitisation Legal Framework Securitisation Law Decree-Law no. 453/99, of 5 November 1999, as amended by Decree-Law no. 82/2002, of 5 April 2002, Decree-Law no. 303/2003, of 5 December 2003, and Decree-Law no. 52/2006, of 15 March 2006 (together the Securitisation Law ) has implemented a specific securitisation legal framework in Portugal, which contains a simplified process for the assignment of credits. The Securitisation Law regulates, amongst other things; (i) the establishment and activity of Portuguese securitisation vehicles; (ii) the type of credits that may be securitised; and (iii) the entities which may assign credits for securitisation purposes. Some of the most important aspects of this legal framework include: (a) (b) (c) (d) the establishment of special rules facilitating the assignment of credits in the context of securitisation transactions; the types of originators/assignors which may assign their credits pursuant to the Securitisation Law; the types of credits that may be securitised and the legal eligibility criteria such credits have to comply with; and the creation of two different types of securitisation vehicles: (i) credit securitisation funds (Fundos de Titularização de Créditos FTC ), and (ii) credit securitisation companies (Sociedades de Titularização de Créditos STC ). Securitisation Tax Law Decree-Law no. 219/2001, of 4 August 2001, as amended by Law no. 109-B/2001, of 27 December 2001, by Decree-Law no. 303/2003, of 5 December 2003, by Law no. 107-B/2003, of 31 December 2003 and by Law no. 53-A/2006, of 29 December 2006 (together the Securitisation Tax Law ) established the tax regime applicable to the securitisation of credits implemented under the Securitisation Law. The Securitisation Tax Law allows for a neutral fiscal treatment of securitisation vehicles as well as tax exemptions regarding the amounts paid by the securitisation vehicles to non-resident entities without a permanent establishment in Portuguese territory. However, where a Portuguese resident entity holds more than 25 per cent. of such non-resident entity, a 20 per cent. withholding tax applies regarding the amounts paid by the company to such non-resident entity, unless a tax treaty that might be applicable to the situation establishes a reduced withholding tax rate. Withholding tax also becomes due in the event that such non-resident entity is located in a country or territory included in the list of countries determined by the Portuguese Tax Ministry pursuant to Regulation no. 150/2004, of 13 February STC Securitisation Companies STCs are established for the exclusive purpose of carrying out securitisation transactions in accordance with the Securitisation Law. The following is a description of the main features of an STC. Corporate structure STCs are commercial companies (sociedades anónimas) incorporated with limited liability, having a minimum share capital of 250,000. The shares in STCs can be held by one or more shareholders. STCs are subject to the supervision of the CMVM and their incorporation is subject to the prior authorisation by the CMVM. STCs are subject to ownership requirements. A prospective shareholder must obtain 73

74 approval from the CMVM in order to establish an STC. Such approval is granted when the prospective shareholder shows that it is capable of providing the company with a sound and prudent management. If the shares in an STC are to be transferred to another shareholder or shareholders, prior authorisation of the CMVM of the prospective shareholder has to be obtained. The interest of the new shareholder in the STC has to be registered within 15 days of the purchase. Regulatory compliance In order to ensure the sound and prudent management of STCs, the Securitisation Law provides that the members of the board of directors and the members of the board of auditors meet high standards of professional qualification and personal reputation. The members of the board of directors and the members of the board of auditors must be registered with the CMVM. Corporate object STCs can only be incorporated for the purpose of carrying out one or more securitisation transactions by means of the acquisition, management and transfer of receivables and the issue of securitisation notes for payment of the purchase price for the acquired receivables. An STC may primarily finance its activities with its own funds and by issuing notes. Without prejudice to the above, pursuant to the Securitisation Law, STCs are permitted to carry out certain financial activities, but only to the extent that such financial activities are (i) ancillary to the issuance of the securitisation notes, and (ii) aimed at ensuring that the appropriate levels of liquidity funds are available to the STC. Types of credits which may be securitised and types of assignors The Securitisation Law sets out details of the types of credits that may be securitised and the specific requirements which are to be met in order for such credits to be securitised. The Securitisation Law allows a wide range of originators to assign their credits for securitisation purposes including the Portuguese Republic, public entities, credit institutions, financial companies, insurance companies, pension funds, pension fund management companies and other corporate entities whose accounts have been audited for the last three years by an auditor registered with the CMVM. Insolvency remoteness of the STC The segregation principle imposed by the Securitisation Law and the related privileged nature of the noteholders entitlements, on the one hand, together with the own funds requirements and the limited number of general creditors an STC may have, on the other, makes the insolvency of an STC a remote possibility. In any case, under the terms of the Securitisation Law, such remote insolvency would not prevent noteholders from enjoying privileged entitlements to the portfolio of securitised assets. Assignment of credits Under the Securitisation Law, the sale of credits for securitisation is effected by way of assignment of credits. In this context the following should be noted: 74

75 Assignment of future receivables Pursuant to article 4.3 of the Securitisation Law, future receivables may be assigned for securitisation purposes provided such receivables (i) arise from existing relationships and (ii) are quantifiable. The CMVM has, through the issue of the 20 digit code to the issue of the Notes, confirmed on 18 December 2007 that the Future Receivables comply with the requirements set forth in article 4.3 of the Securitisation Law and are thus eligible to be assigned for securitisation purposes. Assignment formalities There are no specific formality requirements for an assignment of credits under the Securitisation Law. A simple contract between the parties being sufficient for a valid assignment to occur. Pursuant to a notification dated 18 December 2007, the CMVM authorised article 6.4 of the Securitisation Law to be applied to the Originator, allowing, accordingly, that the assignment of the Future Receivables from the Originator to the Issuer becomes effective towards the future Toll Payers immediately upon becoming effective between the Originator and the Issuer, no further notice to or acknowledgment by such Toll Payers being required. Assignment and Insolvency Unless an assignment of credits is effected in bad faith, such assignment under the Securitisation Law cannot be challenged for the benefit of the assignor's insolvency estate and any payments made to the assignor in respect of credits assigned prior to a declaration of insolvency will not form part of the assignor s insolvency estate even when the term of the credits falls after the date of declaration of insolvency of the assignor. In addition any amounts held by the servicer as a result of its collection of payments in respect of the credits assigned under the Securitisation Law will not form part of the servicer s insolvency estate. 75

76 SUMMARY OF PROVISIONS RELATING TO NOTES IN GLOBAL FORM The Notes will initially be in the form of a Temporary Global Note which will be delivered on or around the Closing Date to a common safekeeper for Euroclear and Clearstream, Luxembourg. The Temporary Global Note will be exchangeable in whole or in part for interests in the related Permanent Global Note not earlier than 40 days after the Closing Date upon certification as to non-u.s. beneficial ownership. Interest payments in respect of the Notes cannot be collected until certification of non-u.s. beneficial ownership is received by the Paying Agent. Details of any exchange of a Temporary Global Note for a Permanent Global Note will be entered in the records of Euroclear and Clearstream, Luxembourg. The Permanent Global Note will become exchangeable in whole, but not in part, for Notes in definitive form (the Definitive Notes ) in the denomination of 50,000 each, at the request of the bearer of a Permanent Global Note against presentation and surrender of the Permanent Global Note to the Paying Agent if any of the following events (each, an Exchange Event ) occurs: (a) (b) (c) an Event of Default (as set out in Condition 12 (Events of Default) has occurred and is continuing; or the Issuer has been notified that both Euroclear and Clearstream, Luxembourg have been closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or have announced an intention permanently to cease business or have in fact done so and no successor clearing system is available; or the Issuer has or will become subject to adverse tax consequences which would not be suffered were the Notes in definitive form. Whenever the Permanent Global Note is to be exchanged for Definitive Notes, the Issuer shall procure the prompt delivery (free of charge to the bearer) of such Definitive Notes, duly authenticated and with Receipts, Coupons and Talons attached, in an aggregate principal amount equal to the principal amount of the Permanent Global Note to the bearer of the Permanent Global Note against the surrender of the Permanent Global Note at the Specified Office of the Paying Agent within 30 days of the occurrence of the relevant Exchange Event. In addition, the Temporary Global Note and the Permanent Global Note will contain provisions which modify the Conditions of the Notes as they apply to the Temporary Global Note and the Permanent Global Note. The following is a summary of certain of those provisions: Nominal Amounts The nominal amount of the Notes represented by each Global Note shall be the aggregate amount from time to time entered in the records of both Euroclear and Clearstream, Luxembourg (in their capacity as the ICSDs ). The records of the ICSDs (which expression means the records that each ICSD holds for its customers which reflect the amount of such customer's interest in the Notes) shall be conclusive evidence of the nominal amount of the Notes and, for these purposes, a statement issued by an ICSD stating the nominal amount of the Notes at any time (which statement shall be made available to the bearer upon request) shall be conclusive evidence of the records of such ICSD at that time. Payments All payments in respect of the Temporary Global Note and the Permanent Global Note will be made against presentation and (in the case of payment of principal in full with all interest accrued thereon) surrender of the Temporary Global Note or (as the case may be) the Permanent Global Note at the 76

77 Specified Office of the Paying Agent and will be effective to satisfy and discharge the corresponding liabilities of the Issuer in respect of the Notes. A record of each payment made on a Global Note, distinguishing between any payment of interest and principal will be entered pro rata in the records of the ICSDs and, upon any such entry being made, the nominal amount of the Notes recorded in the records of the ICSDs and represented by the relevant Global Note shall be reduced by the aggregate nominal amount of such instalment so paid. Any failure to make the entries referred to above shall not affect the discharge of the corresponding liabilities of the Issuer in respect of the Notes. Notices Notwithstanding the Notices Condition, while all the Notes are represented by the Permanent Global Note (or by the Permanent Global Note and the Temporary Global Note) and the Permanent Global Note is (or the Permanent Global Note and the Temporary Global Note are) kept with a common safekeeper for Euroclear and Clearstream, Luxembourg, notices to Noteholders may be given by delivery of the relevant notice to Euroclear and Clearstream, Luxembourg and, in any such case, such notices shall be deemed to have been given to the Noteholders in accordance with the Notices Condition on the date of delivery to Euroclear and Clearstream, Luxembourg. 77

78 TERMS AND CONDITIONS OF THE NOTES The following is the text of the Terms and Conditions which (subject to completion and amendment) will be attached to each Global Note in bearer form or endorsed on each Note in definitive bearer form. 1. General 1.1 The Issuer has agreed to issue the Notes subject to these Conditions and the terms of the Common Representative Appointment Agreement. 1.2 Certain provisions of these Conditions are summaries of the Common Representative Appointment Agreement, the Paying Agency Agreement and the Transaction Management and Issuer Account Agreement and are subject to their detailed provisions. 1.3 The Common Representative Appointment Agreement forms part of these Conditions and the Noteholders are bound by the terms of the Common Representative Appointment Agreement and are deemed to have notice of all the provisions of the Transaction Documents. 1.4 Copies of the Transaction Documents are available for inspection during normal business hours at the registered office for the time being of the Common Representative and at the Specified Office of the Paying Agent, the initial Specified Offices of which are set out below. 1.5 Unless it obtains the prior written consent of the Originator, such consent not to be unreasonably withheld, the Issuer has undertaken to the Originator that it will not agree to an amendment to any Transaction Document to which the Originator and/or the Servicer are not a party, or to the creation of a new contractual relationship, which would result in an increase of the Debt Service due by the Originator under the Future Receivables Sale Agreement or otherwise increase the liabilities of the Originator and Servicer in connection with the transaction. 2. Definitions In these Conditions the defined terms have the meanings set out in Condition 23 (Definitions), and are subject to the principles of interpretation and construction which apply to the Common Representative Appointment Agreement. 3. Form, Denomination and Title 3.1 Form and Denomination 3.2 Title The Notes are in bearer form in the minimum denomination of 50,000 each, with Receipts and Coupons attached at the time of issue. Title to the Notes, the Receipts and the Coupons will pass by delivery. The holder of any Note, Receipt or Coupon shall (except as otherwise required by law) be treated as its absolute owner for all purposes (including the making of any payment) whether or not any payment is overdue and regardless of any notice of ownership, trust or any other interest therein, any writing thereon or any notice of any previous loss or theft thereof and no person shall be liable for so treating such holder. 78

79 3.3 Form of Notes and Exchange The Notes will initially be represented by the Temporary Global Note, issued in bearer form and without receipts, coupons or talons, which is expected to be delivered to the Common Safekeeper for Euroclear and Clearstream, Luxembourg on or about the Closing Date. Such Temporary Global Note will be exchangeable 40 days after the later of the Closing Date and the commencement of the offering of the Notes upon certification of non-u.s. beneficial ownership for interests in the Permanent Global Note, issued in bearer form and without receipts, coupons or talons, which will also be delivered to the Common Safekeeper for Euroclear and Clearstream, Luxembourg. Each Global Note will be in the form of a new global note. 4. Status, Ranking and Security 4.1 Status The Notes, the Receipts and the Coupons constitute limited recourse obligations of the Issuer and the Notes and the other Issuer Obligations. 4.2 Ranking The Notes will at all times rank pari passu amongst themselves without preference or priority in accordance with the Payments Priorities. 4.3 Sole Obligations The Notes, the Receipts and the Coupons are obligations solely of the Issuer limited to the segregated Future Receivables allocated to this transaction (as identified by the corresponding asset code awarded by the CMVM pursuant to article 62 of the Securitisation Law) and the Transaction Assets and without recourse to any other assets of the Issuer pertaining to other issuances of securitisation notes by the Issuer or to the Issuer s own funds or to the Issuer s directors, managers or shareholders and are not obligations of, or guaranteed by, any of the other Transaction Parties. 4.4 Priority of Payments The Issuer shall apply the Available Distribution Amount according to the Payments Priorities. 5. Statutory Segregation of Transaction Assets 5.1 Segregation under the Securitisation Law The Notes and any Issuer Obligations have the benefit of the statutory segregation under the Securitisation Law. 5.2 Restrictions on Disposal of Transaction Assets The Common Representative shall only be entitled to dispose of the Transaction Assets upon the delivery by the Common Representative of an Enforcement Notice in accordance with Condition 12 (Events of Default) and subject to the provisions of Condition 13 (Proceedings). 79

80 6. Issuer Covenants 6.1 Issuer Covenants So long as any Note remains outstanding, the Issuer shall comply with all the covenants of the Issuer, as set out in the Common Representative Appointment Agreement. 6.2 Quarterly Report The Issuer Covenants include an undertaking by the Issuer to provide to the Transaction Manager or to procure that the Transaction Manager is provided with the Quarterly Report. 7. Interest 7.1 Accrual Each Note bears interest on its Principal Amount Outstanding from 17 December Cessation of Interest Each Note shall cease to bear interest from its due date for final redemption, unless, upon due presentation, payment of principal is withheld or refused by the Issuer as a result of a default by the Originator/Servicer of its payment obligations under the Future Receivables Sale Agreement and the Future Receivables Servicing Agreement, in which case, the relevant Notes will continue to bear interest in accordance with this Condition (both before and after judgment) until such time as, upon the Originator/Servicer having remedied such breach and paid to the Issuer all due amounts, the Issuer pays all sums due in respect of such Note. 7.3 Calculation Period of less than 1 year Whenever it is necessary to compute an amount of interest in respect of any Note for a period of less than a full year, such interest shall be calculated on the basis of the applicable Day Count Fraction. 7.4 Interest Payments Interest Accrual: Interest on the Notes is payable in euro in arrear on each Payment Date, commencing on the First Payment Date, in an amount equal to the Interest Amount in respect of such Notes for the Interest Period ending on the day immediately preceding such Payment Date. Interest Period means each period beginning on (and including) 17 December 2007 or any Payment Date and ending on (but excluding) the next Payment Date. First Interest Period means the period beginning on (and including) 17 December 2007 and ending on but excluding the First Payment Date. For the avoidance of doubt, interest accrues on the Notes on a daily basis irrespective of whether such day is a Business Day or not. Interest Amount means, in respect of the Notes for any Interest Period, the aggregate of the amount of interest calculated on the related Calculation Date by multiplying the Principal Amount Outstanding of the Notes on the beginning of such Interest Period by the Floating Rate of Interest and multiplying the amount so calculated by the relevant Day Count Fraction and rounding the resultant figure to the nearest 0.01 euro. 80

81 7.4.2 Rate of interest: The rate of interest applicable to the Notes (the Floating Rate of Interest ) for each Interest Period will be determined by the Transaction Manager on the following basis: (i) (ii) on each Calculation Date prior to the beginning of each Interest Period (or, in relation to the First Interest Period, on the First Calculation Date), the Transaction Manager will determine the three-month EURIBOR applicable for the following Interest Period; and the Floating Rate of Interest in respect of the Notes for such following Interest Period shall be three-month EURIBOR determined as at the related Calculation Date plus the Margin in respect of such Notes. The EURIBOR applicable to the First Interest Period shall be determined by the Transaction Manager on 17 December 2007 (the First Calculation Date ). 7.5 Notification of Floating Rate of Interest, Interest Amount and Payment Date As soon as practicable after each Calculation Date, the Transaction Manager will cause: (a) (b) (c) (d) the Floating Rate of Interest for the Notes for the related Interest Period; the Interest Amount for the Notes for the related Interest Period; the Transaction Expenses and the Third Party Expenses for the related Interest Period; and the Payment Date next following the related Interest Period, to be notified to the Issuer, the Common Representative, the Paying Agent, each of Euroclear and Clearstream, Luxembourg (so long as the Notes are in global form) and, for so long as the Notes are listed on any stock exchange, such stock exchange no later than the first day of the relevant Interest Period. 7.6 Publication of Floating Rate of Interest, Interest Amount and Payment Date As soon as practicable after receiving each notification of the Floating Rate of Interest, the Interest Amount and the Payment Date in accordance with Condition 7.5 (Notification of Floating Rate of Interest, Interest Amount and Payment Date), the Issuer will cause such Floating Rate of Interest and Interest Amount for the Notes and the next following Payment Date to be published in accordance with the Notices Condition. 7.7 Amendments to Publications The Floating Rate of Interest and the Interest Amount for the Notes and the Payment Date so published or notified may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice in the event of any extension or shortening of the relevant Interest Period or in the event of manifest error. 7.8 Notification to Originator and Servicer As soon as practicable after each Calculation Date, the Transaction Manager will cause the Debt Service that is estimated to be payable in respect of each Interest Period to be notified to the Originator and the Servicer through the Preliminary Quarterly Notification. 81

82 On the Calculation Date that falls immediately before each Quarterly Transfer Date, Transaction Manager will cause the Debt Service actually payable in respect of each Interest Period to be confirmed to the Originator and the Servicer through the Quarterly Notification. 7.9 Determination or Calculation by Common Representative If the Transaction Manager does not at any time for any reason determine the Floating Rate of Interest or the Interest Amount for the Notes in accordance with this Condition, the Common Representative may, or may appoint an agent on its behalf to (but without any liability accruing to the Common Representative as a result): (a) determine the Floating Rate of Interest for the Notes following the procedures described herein, adding the Margin to the relevant EURIBOR; and/or (b) calculate the Interest Amount for the Notes in the manner specified in this Condition 7. Any determination or calculation pursuant to this Condition 7 shall be deemed to have been made by the Transaction Manager. In determining and calculating the same, the Common Representative shall apply the provisions of this Condition 7 and act in such manner as it deems fair and reasonable in the relevant circumstances. 8. Final Redemption and Optional Redemption 8.1 Final Redemption Unless previously redeemed as provided in this Condition 8, the Issuer shall redeem the Notes in instalments on each Payment Date in accordance with the Redemption Amounts shown below in the Amortisation Schedule. Any early repayment amounts will be allocated pro rata to reduce all the Redemption Amounts payable on subsequent Payment Dates: Day Payment Date Redemption Amount per Note ( ) Aggregate Redemption Amount ( ) Outstanding Balance ( ) Monday 17-Mar ,000, Monday 16-Jun ,000, Monday 15-Sep ,000, Monday 15-Dec , ,000, ,000, Monday 16-Mar ,000, Monday 15-Jun ,000, Tuesday 15-Sep ,000, Tuesday 15-Dec , ,000, ,000, Monday 15-Mar ,000, Tuesday 15-Jun ,000, Wednesday 15-Sep ,000, Wednesday 15-Dec , ,000, ,000, Tuesday 15-Mar ,000, Wednesday 15-Jun ,000, Thursday 15-Sep ,000, Thursday 15-Dec , ,000, ,000, Thursday 15-Mar ,000, Friday 15-Jun ,000, Monday 17-Sep ,000, Monday 17-Dec , ,000,

83 8.2 Redemption in whole for taxation reasons If, following a Tax Event, the Originator decides to repurchase the Future Receivables in whole in accordance with the provisions of the Future Receivables Sale Agreement and notifies the Issuer thereof neither more than 60 nor less than 30 calendar days in advance of the respective redemption date, the Issuer will, on the relevant Business Day, subject to certain conditions, redeem all (but not some only) of the Notes at their Principal Amount Outstanding, accrued with the applicable unpaid interest up to the relevant redemption date, subject to the following: (i) (ii) that the Issuer has given neither more than 50 nor less than 25 calendar days notice to the Common Representative and the Noteholders in accordance with the Notices Condition of its intention to redeem all (but not some only) of the Notes; and that the Issuer has provided to the Common Representative: (a) (b) (c) a legal opinion (in form and substance satisfactory to the Common Representative) from a firm of lawyers in the Issuer s Jurisdiction (approved in writing by the Common Representative), opining on the relevant change in the Tax law; and a certificate signed by two directors of the Issuer to the effect that the obligation to make a Tax Deduction cannot be avoided; and a certificate signed by two directors of the Issuer to the effect that it will have the funds on the relevant Payment Date, not subject to the interest of any other person, required to redeem the Notes pursuant to this Condition and meet its payment obligations of a higher priority under the Payments Priorities; (iii) that if the Originator decides not to repurchase the Future Receivables following a Tax Event it shall comply with the applicable gross-up provisions set forth in the Future Receivables Sale Agreement and the Future Receivables Servicing Agreement and, accordingly, pay to the Issuer all the additional amounts due as a result of such Tax Event. A Tax Event means (a) a change in the Tax law of the Issuer s Jurisdiction (or the application or official interpretation of such Tax law), that requires the Issuer to make a Tax Deduction from any payment in respect of the Notes (other than by reason of the relevant Noteholder having some connection with the Republic of Portugal, other than the holding of the Notes or related Coupons; (b) a change in the Tax law of the Issuer s Jurisdiction (or any change in the application or official interpretation of such Tax law), that would not entitle the Issuer to relief for the purposes of such Tax law for any material amount which it is obliged to pay, or that would result in the Issuer being treated as receiving for the purposes of such Tax law any material amount which it is not entitled to receive, in each case under the Transaction Documents. 8.3 Optional redemption in whole or in part The Issuer may redeemed the Notes in whole or in part (in this latter case, in multiples of 20,000,000), subject to the prior exercise of the Repurchase Option, in the following terms and conditions: Up to and including the First Payment Date, on the Business Day following the one on which the Issuer receives the proceeds from the exercise of the Repurchase Option, subject to a payment equal to the then Principal Amount Outstanding of the redeemed 83

84 Notes, accrued with the applicable unpaid interest up to the relevant redemption date plus 0.25 per cent. over the Principal Amount Outstanding of the redeemed Notes; or After the First Payment Date, on the Payment Date immediately following the exercise of the Repurchase Option, subject to a payment equal to the then Principal Amount Outstanding of the redeemed Notes plus the applicable Repurchase Premium; For the exercise of the optional redemptions referred to in Conditions and 8.3.2, the Issuer undertakes to give no less than 15 calendar days (in the case of the optional redemption to which reference is made in Condition 8.3.1) or 30 calendar days (in the case of the optional redemption to which reference is made in Condition 8.3.2) prior notice to the Noteholders; The Issuer having notified the Common Representative prior to the provision of the notice sent to the Noteholders under Conditions or 8.3.2, as the case may be; In case the Notes are redeemed in part by the Issuer, the redemption payments will be allocated pro rata to reduce all the Redemption Amounts payable on subsequent Payment Dates; Whenever (a) the redemption of the Notes occurs without an Event of Default by the Originator under the Future Receivables Sale Agreement having occurred and (b) such redemption results or will result with the lapse of time in an increase of the Debt Service due by the Originator/Servicer under the Transaction Documents or any liability of the Originator/Servicer towards a third party, the Issuer will obtain a prior consent of the Originator/Servicer to carry out such redemption. 8.4 Conclusiveness of certificates and legal opinions Any certificate or legal opinion given by or on behalf of the Issuer (or the Originator/Servicer, if any) pursuant to Condition 8.2 (Redemption in whole for taxation reasons) or 8.3 (Optional redemption in whole or in part) may be relied on by the Common Representative without further investigation and shall be conclusive and binding on the Noteholders and on the Transaction Creditors. All certificates required to be signed by the Issuer (or the Originator/Servicer, if any) will be signed by the respective directors without personal liability. 8.5 Notice of Calculation The Issuer will cause the Transaction Manager to notify the Common Representative and the Paying Agent of a Note principal payment and the Principal Amount Outstanding to be notified immediately after determination and, for so long as the Notes are listed on the Stock Exchange, the Stock Exchange and will immediately cause details of each determination of a Note principal payment and the Principal Amount Outstanding in relation to the Notes to be published in accordance with the Notices Condition by not later than 3 Business Days prior to each Payment Date. 84

85 8.6 Notice irrevocable Any such notice as is referred to in Condition 8.2 (Redemption in whole for taxation reasons) or 8.3 (Optional redemption in whole or in part) shall be irrevocable and, upon the expiration of such notice, the Issuer shall be bound to redeem the Notes to which such notice relates at the relevant amounts as calculated pursuant to Condition 8.2 (Redemption in whole for taxation reasons) or 8.3 (Optional redemption in whole or in part). 8.7 No Purchase The Issuer may not at any time purchase any of the Notes. 9. Limited Recourse Each of the Noteholders will be deemed to have agreed with the Issuer that notwithstanding any other provisions of these Conditions or the Transaction Documents, all obligations of the Issuer to the Noteholders, including, without limitation, the Issuer Obligations, are limited in recourse as set out below: (a) (b) (c) it will have a claim only in respect of the Transaction Assets and will not have any claim, by operation of law or otherwise, against, or recourse to, any of the Issuer's other assets or its contributed capital; sums payable to each Noteholder in respect of the Issuer s obligations to such Noteholder shall be limited to the lesser of (a) the aggregate amount of all sums due and payable to such Noteholder and (b) the aggregate amounts received, realised or otherwise recovered by or for the account of the Issuer in respect of the Transaction Assets, net of any sums which are payable by the Issuer in accordance with the Payments Priorities in priority to or pari passu with sums payable to such Noteholder; and on the Legal Final Maturity Date or upon the Common Representative giving written notice to the Noteholders or any of the Transaction Creditors that it has determined in its sole opinion, and the Servicer having certified to the Common Representative, that there is no reasonable likelihood of there being any further realisations in respect of the Transaction Assets and the Transaction Manager having certified to the Common Representative that there is no reasonable likelihood of there being any further realisations in respect of the Issuer Account which would be available to pay in full the amounts outstanding under the Transaction Documents and the Notes owing to such Transaction, then such Transaction Creditors shall have no further claim against the Issuer in respect of any such unpaid amounts and such unpaid amounts shall be discharged in full. 10. Payments 10.1 Principal Payments of principal shall be made only against: (a) (b) (in the case of final redemption, provided that payment is made in full) presentation and surrender of the relevant Notes; and in respect of any Note principal payment which becomes due on a Payment Date, presentation and (in the case of payment in full) surrender of the appropriate Receipts, 85

86 at the Specified Office of the Paying Agent outside the United States, by cheque drawn in euro, or by transfer to an account in euro maintained by the payee with a bank in a city in which banks have access to the TARGET System Interest on Coupons Payments of interest shall, subject to Condition 10.6 (Payments on Business Days), be made only against presentation and (provided that payment is made in full) surrender of the appropriate Coupons at the Specified Office of the Paying Agent outside the United States in the manner described in Condition 10.1 (Principal) Payments subject to fiscal laws All payments in respect of the Notes are subject in all cases to any applicable fiscal or other laws and regulations, but without prejudice to the provisions of Condition 11 (Taxation), no commissions or expenses shall be charged to the holder of any Note, Receipt or Coupon in respect of such payments Unmatured Receipts Void On the due date for final redemption of any Note, all unmatured Receipts relating thereto (whether or not still attached) shall become void and no payment will be made in respect thereof Unmatured Coupons Void On the due date for final redemption of any Note, all unmatured Coupons relating thereto (whether or not still attached) shall become void and no payment will be made in respect thereof Payments on Business Days If the due date for payment of any amount in respect of any Notes or Coupon is not a business day in the place of presentation, the holder shall not be entitled to payment in such place of the amount due until the next succeeding business day in the place of presentation on which banks are open for business in such place of presentation and shall not be entitled to any further interest or other payment in respect of any such delay Business Days In this Condition 10, business day means, in respect of any place of presentation, any day on which banks are open for presentation and payment of bearer debt securities and for dealings in euro in such place of presentation and, in the case of payment by transfer to an account in euro, as referred to above, on which dealings in euro may be carried on both in London and Lisbon and in such place of presentation and in which the TARGET System is open for settlement of payments in euro and banks are open for general business in London and Lisbon Payments other than in respect of matured Coupons Payments of interest other than in respect of matured Coupons shall be made only against presentation of the relevant Notes at the Specified Office of the Paying Agent outside the United States Endorsement of payments If a Paying Agent makes a payment in respect of any Note (otherwise than against presentation and surrender of a Coupon) or a partial payment in respect of any Coupon presented to it for 86

87 payment, such Paying Agent shall instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect such payment Exchange of Talons On or after the Payment Date of the final Coupon which is (or was at the time of issue) part of a coupon sheet relating to the Notes (each, a Coupon Sheet ), the Talon forming part of such Coupon Sheet may be exchanged at the Specified Office of the Paying Agent for a further Coupon Sheet (including a further Talon but excluding any Coupons in respect of which claims have already become void pursuant to Condition 17 (Prescription)). Upon the due date for redemption of any Note, any unexchanged Talon relating to such Note shall become void and no Coupon will be delivered in respect of such Talon Notifications to be final All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of this Condition, whether by any of the Paying Agent or the Common Representative shall (in the absence of any gross negligence, wilful default or fraud) be binding on the Issuer and all Noteholders and Couponholders and Transaction Creditors and (in the absence of any gross negligence, wilful default, fraud or manifest error) no liability to the Common Representative, the Noteholders or the Couponholders shall attach to the relevant Paying Agent or the Common Representative in connection with the exercise or non exercise by them or any of them of their powers, duties and discretions under this Condition 10 (Payments) Default interest If the Issuer fails to pay any amount payable by it under these Conditions on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which is 1 per cent. above EURIBOR. Any interest accruing under this Condition (Default interest) shall be immediately payable by the Issuer. Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each quarterly interest period applicable to that overdue amount but will remain immediately due and payable. 11. Taxation 11.1 Payments free of Tax All payments of principal and interest in respect of the Instruments shall be made free and clear of, and without withholding or deduction for, any Taxes unless the Issuer, the Common Representative or any Paying Agent (as the case may be) is required by law to make any such payment subject to any such withholding or deduction. In that event, the Issuer, the Common Representative or the Paying Agent (as the case may be) shall be entitled to withhold or deduct the required amount for or on account of Tax from such payment and shall account to the relevant Tax Authorities for the amount so withheld or deducted No payment of additional amounts Neither the Issuer, the Common Representative, the Paying Agent, the Originator nor the Servicer will be obliged to pay any additional amounts to Noteholders or Couponholders in respect of any Tax Deduction made in accordance with Condition 11.1 (Taxation - Payments Free of Tax). 87

88 11.3 Taxing Jurisdiction If the Issuer becomes subject at any time to any taxing jurisdiction other than the Portuguese Republic, references in these Conditions to the Portuguese Republic shall be construed as references to the Portuguese Republic and/or such other jurisdiction Tax Deduction not Event of Default Notwithstanding that the Common Representative, the Issuer or the Paying Agent is required to make a Tax Deduction in accordance with Condition 11.1 (Taxation - Payments Free of Tax) this shall not constitute an Event of Default. 12. Events of Default 12.1 Events of Default Subject to the other provisions of this Condition, each of the following events shall be treated as an Event of Default : (a) (b) (c) (d) (e) (f) Non-payment: the Issuer fails to pay any amount of principal in respect of the Notes within 5 Business Days of the due date for payment thereof or fails to pay any amount of interest in respect of the Notes within 10 Business Days of the due date for payment thereof; or Breach of other obligations: the Issuer defaults in the performance or observance of any of its other obligations under or in respect of the Notes or the Common Representative Appointment Agreement or in respect of the Issuer Covenants and such default (i) is, in the opinion of the Common Representative, incapable of remedy or (ii) being a default which, in the opinion of the Common Representative, is capable of remedy, remains unremedied for 45 calendar days or such longer period as the Common Representative may agree after the Common Representative has given written notice thereof to the Issuer; or Breach of Originator of payments under the Future Receivables Sale Agreement: the Originator (or some other entity on behalf of the Originator) fails to pay any amounts of principal due under the Future Receivables Sale Agreement within 5 Business Days for payment of such principal, or fails to pay any amount of interest due under the Future Receivables Sale Agreement within 10 Business Days of the due date for payment of such interest and, as a consequence, the amounts standing to the credit of the Issuer Account are insufficient for the Issuer to meet the Debt Service; or Breach of other obligations by the Originator/Servicer: an Originator Event or a Servicer Event has occurred under or in respect of the Future Receivables Sale Agreement or the Future Receivables Servicing Agreement, respectively, and such Originator Event or Servicer Event is in the opinion of the Common Representative (a) incapable of remedy or (b) if capable of remedy, remains unremedied for 45 calendar days or such longer period as the Common Representative may agree after the Common Representative has given written notice of such default to the Originator/Servicer; or Insolvency: an Insolvency Event occurs with respect to the Issuer or the Originator/ Servicer; Unlawfulness: it is or will become unlawful for the Issuer or the Originator/Servicer (as the case may be) to perform or comply with any of its obligations under or in respect of 88

89 the Notes or the Common Representative Appointment Agreement, in respect of the Issuer, or the Future Receivables Sale Agreement and the Future Receivables Servicing Agreement or of any other Transaction Document to which the Originator/Servicer is a party, in respect of the Originator/Servicer; or (g) Event of default under the Future Receivables Sale Agreement: the occurrence of an Originator Event under the Future Receivables Sale Agreement Delivery of Enforcement Notice If an Event of Default occurs and is continuing, the Common Representative may at its discretion and shall, if so requested in writing by the holders of at least 25 per cent. of the Principal Amount Outstanding of the Notes or if so directed by a Resolution passed by the Noteholders, deliver an Enforcement Notice to the Issuer. Under the terms of the Future Receivables Sale Agreement, the Originator will be liable for all breakage and termination costs (including payment of the Repurchase Premium) if the Event of Default which causes the acceleration of the Notes is a consequence of an Originator Event under the Future Receivables Sale Agreement Conditions to delivery of Enforcement Notice Notwithstanding the provisions of Condition 12.2 (Delivery of an Enforcement Notice), the Common Representative shall not be obliged to deliver an Enforcement Notice unless: (a) (b) in the case of the occurrence of any of the events mentioned in Condition 12.1(b) (Breach of other obligations), the Common Representative shall have certified in writing that the occurrence of such event is in its opinion materially prejudicial to the interests of the Noteholders; and in any case it shall have been indemnified and/or secured to its satisfaction against all Liabilities to which it may thereby become liable or which it may incur by so doing Consequences of delivery of Enforcement Notice Upon the delivery of an Enforcement Notice, the Notes shall become immediately due and payable without further action or formality at their Principal Amount Outstanding together with any accrued interest, as well as any amounts that may be paid by the Originator to the Issuer, as calculated pursuant to Condition or 8.3.2, applicable hereto mutatis mutandis Originator/Servicer representations, warranties and covenants Upon the delivery of an Enforcement Notice, the Common Representative will be able to exercise in its name, on its behalf and for its benefit, all rights and benefits which the Issuer has in respect of the representations, warranties and covenants given by the Originator and the Servicer as contained in the Future Receivables Sale Agreement and the Future Receivables Servicing Agreement, respectively. 13. Proceedings 13.1 Proceedings After the occurrence of an Event of Default, the Common Representative may at its discretion, and without further notice, institute such proceedings as it thinks fit to enforce its rights under the Notes and the Common Representative Appointment Agreement in respect of the Notes and under the other Transaction Documents, but it shall not be bound to do so unless: 89

90 (a) (b) so requested in writing by the holders of at least 25 per cent. of the Principal Amount Outstanding of the Notes; or so directed by a Resolution of the Noteholders, and in any such case, only if it shall have been indemnified and/or secured to its satisfaction against all Liabilities to which it may thereby become liable or which it may incur by so doing Directions to the Common Representative Without prejudice to Condition 13.1 (Proceedings), the Common Representative shall not be bound to take any action described in Condition 13.1 (Proceedings) and may take such action without having regard to the effect of such action on individual Noteholders, Receiptholders or Couponholders or any other Transaction Creditor. The Common Representative shall have regard to the Noteholders as a class Restrictions on disposal of Transaction Assets If an Enforcement Notice has been delivered by the Common Representative, the Common Representative, acting on behalf of the Issuer as per the terms of clause 3.4 of the Common Representative Appointment Agreement, will only be entitled to dispose of the Future Receivables to a Portuguese credit securitisation fund (FTC) or to another Portuguese credit securitisation company (STC), to the Originator (if the assigned credits evidence hidden defects) or otherwise in accordance with the Securitisation Law. Save where there is an Event of Default under any Transaction Document caused by the action or inaction of the Originator/Servicer, the sale by the Issuer of the Future Receivables to the Originator will depend on the Originator s consent thereto. 14. No action by Noteholders, Couponholders or any other Transaction Party 14.1 Noteholders may be restricted from proceeding individually against the Issuer and the Transaction Assets or to seek enforcement of the Issuer s Obligations, where such action or actions, taken on an individual basis, contravene a Resolution of the Noteholders Furthermore, and to the extent permitted by Portuguese Law, only the Common Representative may pursue the remedies available under the general law or under the Common Representative Appointment Agreement against the Issuer and the Transaction Assets and, other than as permitted in this Condition 14.2, no Instrumentholders shall be entitled to proceed directly against the Issuer and the Transaction Assets or to seek enforcement of the Issuer s Obligations. In particular, each Instrumentholder will be deemed to have agreed with and acknowledged to each of the Issuer and the Common Representative, and the Common Representative agrees with and acknowledges to the Issuer that: (a) none of the Instrumentholders (nor any person on their behalf) is entitled, otherwise than as permitted by the Transaction Documents, to direct the Common Representative to take any proceedings against the Issuer or take any proceedings against the Issuer unless the Common Representative, having become bound to serve an Enforcement Notice or having been requested in writing or directed by a Resolution of the Noteholders in accordance with Condition 13.1 (Proceedings) to take any other action to enforce its rights under the Notes and the Common Representative Appointment Agreement and under the other Transaction Documents (such obligation a Common Representative Action ), fails to do so within a reasonable period of becoming so bound or of having been so requested or directed and that failure is continuing (in which case each of the Instrumentholders shall 90

91 (subject to Conditions 14.2(c) and 14.2(d)) be entitled to take any such steps and proceedings as it shall deem necessary in respect of the Issuer); (b) (c) (d) none of the Instrumentholders (nor any person on their behalf) shall have the right to take or join any person in taking any steps against the Issuer for the purpose of obtaining payment of any amount due from the Issuer to any of such Transaction Parties unless the Common Representative, having become bound to take a Common Representative Action, fails to do so within a reasonable period of becoming so bound and that failure is continuing (in which case each of the Instrumentholders shall (subject to Conditions 14.2(c) and 14.2(d)) be entitled to take any such steps and proceedings as it shall deem necessary in respect of the Issuer); until the date falling two years after the Final Discharge Date none of the Instrumentholders nor any person on their behalf (including the Common Representative) shall initiate or join any person in initiating any Insolvency Event or the appointment of any Insolvency Official in relation to the Issuer; and none of the Instrumentholders shall be entitled to take or join in the taking of any steps or proceedings which would result in the Payments Priorities not being observed. 15. Meetings of Noteholders 15.1 Convening The Common Representative Appointment Agreement contains Provisions for Meetings of Noteholders for convening meetings of Noteholders to consider matters relating to the Notes, including the modification of any provision of these Conditions or the Common Representative Appointment Agreement and the circumstances in which modifications may be made if sanctioned by a Resolution Request from Noteholders A meeting of Noteholders may be convened by the Common Representative or the Issuer at any time and must be convened by the Common Representative (subject to its being indemnified and/or secured to its satisfaction) upon the request in writing of Noteholders holding not less than 5 per cent. of the aggregate Principal Amount Outstanding of the outstanding Notes Quorum The quorum at any Meeting convened to vote on: (a) (b) a Resolution not regarding a Reserved Matter will be any person or persons holding or representing whatever the Principal Amount Outstanding of the Notes then outstanding; or a Resolution regarding a Reserved Matter will be any person or persons holding or representing at least fifty per cent. of the Principal Amount Outstanding of the Notes then outstanding so held or represented or, at any adjourned meeting, any person being or representing whatever the Principal Amount Outstanding of the Notes then outstanding Majorities The majorities required to pass a Resolution at any meeting convened in accordance with these rules shall be: 91

92 (a) (b) if in respect to a Resolution not regarding a Reserved Matter, the majority of the votes cast at the relevant meeting; or if in respect to a Resolution regarding a Reserved Matter, at least 50 per cent. of the Principal Amount Outstanding of the Notes then outstanding or, at any adjourned meeting at least 2/3 of the votes cast at the relevant meeting Resolutions in writing A Written Resolution shall take effect as if it were a Resolution. 16. Modification and Waiver 16.1 Modification The Common Representative may at any time and from time to time, without the consent or sanction of the Noteholders or any other Transaction Creditor, concur with the Issuer and any other relevant Transaction Party in making: (a) (b) any modification to the Notes, these Conditions or any other Transaction Document in relation to which the consent of the Common Representative is required (other than in respect of a Reserved Matter or any provision of the Notes, these Conditions or any of the Transaction Documents referred to in the definition of a Reserved Matter), which, in the opinion of the Common Representative will not be materially prejudicial to the interests of the holders of the Notes then outstanding; or any modification, other than a modification in respect of a Reserved Matter, to these Conditions or any of the other Transaction Documents in relation to which the consent of the Common Representative is required, if, in the opinion of the Common Representative, such modification is of a formal, minor, administrative or technical nature, results from mandatory provisions of Portuguese law, or is made to correct a manifest error or an error which is, to the satisfaction of the Common Representative, proven, or is necessary or desirable for the purposes of clarification Waiver In addition, the Common Representative may, at its sole discretion, at any time and from time to time, without prejudice to its rights in respect of any subsequent breach, condition, event or act, without the consent or sanction of the Transaction Creditors, concur with the Issuer and any other relevant Transaction Party in authorising or waiving on such terms and subject to such conditions (if any) as it may decide, a proposed breach or breach by the Issuer of any of the covenants or provisions contained in the Common Representative Appointment Agreement, the Notes or the other Transaction Documents (other than in respect of a Reserved Matter or any provision of the Notes, the Common Representative Appointment Agreement or such other Transaction Document referred to in the definition of a Reserved Matter) which, in the opinion of the Common Representative will not be materially prejudicial to the interests of the holders of the Notes then outstanding (provided that it may not and only the Noteholders may by Resolution determine that any Event of Default shall not be treated as such for the purposes of the Common Representative Appointment Agreement, the Notes or any of the other Transaction Documents) Restriction on power to waive The Common Representative shall not exercise any powers conferred upon it by Condition 16.2 (Waiver) in contravention of any of the restrictions set out therein or any express direction by a 92

93 Resolution of the holders of the Notes then outstanding or of a request or direction in writing made by the holders of not less than fifty per cent. in aggregate Principal Amount Outstanding of the Notes then outstanding, but no such direction or request (a) shall affect any authorisation or waiver previously given or made or (b) shall authorise or waive any such proposed breach or breach relating to a Reserved Matter unless the holders of the Notes then outstanding has, by Resolution, so authorised its exercise Notification Unless the Common Representative otherwise agrees, the Issuer shall cause any such consent, authorisation, waiver, modification or determination to be notified to the relevant Transaction Creditors in accordance with the Notices Condition and the Transaction Documents, as soon as practicable after it has been made Binding Nature Any consent, authorisation, waiver, determination or modification referred to in Condition 16.1 (Modification) or Condition 16.2 (Waiver) shall be binding on the Noteholders, Couponholders and the other Transaction Creditors. 17. Prescription 17.1 Principal 17.2 Claims for principal in respect of the Notes shall become void unless the relevant Notes are presented for payment within ten years of the appropriate Relevant Date Interest Claims for interest in respect of the Notes shall become void unless the relevant Coupons are presented for payment within five years of the appropriate Relevant Date. 18. Replacement of Notes, Receipts, Coupons and Talons If any Note, Receipt, Coupon or Talon is lost, stolen, mutilated, defaced or destroyed, it may be replaced at the Specified Office of the Paying Agent, subject to all applicable laws and stock exchange requirements, upon payment by the claimant of the expenses incurred in connection with such replacement and on such terms as to evidence, security, indemnity and otherwise as the Issuer may reasonably require. Mutilated or defaced Notes, Receipts, Coupons or Talons must be surrendered before replacements will be issued. 19. Common Representative and Paying Agent 19.1 Common Representative s right to Indemnity Under the Transaction Documents, the Common Representative is entitled to be indemnified by the Issuer and relieved from responsibility in certain circumstances and to be paid or reimbursed for any Liabilities incurred by it in priority to the claims of the Noteholders and the other Transaction Creditors. The Common Representative shall not be required to do anything which would require it to risk or expend its own funds. In addition, the Common Representative is entitled to enter into business transactions with the Issuer and/or any other person who is a party to the Transaction Documents and/or any of their subsidiary or associated companies and to act as common representative for the holders of any other securities issued by or relating to the Issuer without accounting for any profit and to 93

94 exercise and enforce its rights, comply with its obligations and perform its duties under or in relation to any such transactions or, as the case may be, any such role. For the avoidance of doubt, the Common Representative will not be obliged to enforce the provisions of the Common Representative Appointment Agreement unless it is directed to do so by the Noteholders and unless it is indemnified and/or secured to its satisfaction Common Representative not responsible for loss or for monitoring The Common Representative will not be responsible for any loss, expense or liability which may be suffered as a result of the Transaction Assets or any documents of title thereto being uninsured or inadequately insured or being held by or to the order of the Servicer or by any person on behalf of the Common Representative. The Common Representative shall not be responsible for monitoring the compliance by any of the other Transaction Parties (including the Issuer, the Transaction Manager and the Servicer) with their obligations under the Transaction Documents and the Common Representative shall assume, until it has actual knowledge to the contrary, that such persons are properly performing their duties. The Common Representative shall have no responsibility (other than arising from its wilful default, gross negligence or fraud) in relation to the legality, validity, sufficiency, adequacy and enforceability of the Transaction Documents Paying Agent solely agent of Issuer In acting under the Paying Agency Agreement and in connection with the Notes, the Paying Agent act solely as agent of the Issuer and (to the extent provided therein) the Common Representative and do not assume any obligations towards or relationship of agency or trust for or with any of the Noteholders Initial Paying Agent The Issuer reserves the right (with the prior written approval of the Common Representative) to vary or terminate the appointment of any Paying Agent and to appoint a successor paying agent or agent bank and additional or successor paying agent at any time, having given not less than 30 calendar days notice to the relevant Paying Agent and the Common Representative Maintenance of Paying Agent The Issuer shall at all times maintain a paying agent in accordance with any requirements of any stock exchanges on which the Notes are or may from time to time be listed. The Issuer will maintain a paying agent in a Member State that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive. Notice of any change in any of the Paying Agent or in its Specified Office shall promptly be given to the Noteholders in accordance with the Notices Condition Appointment of Substitute Common Representative In accordance with article 65.3 of the Securitisation Law, the power of replacing the Common Representative and appointing a substitute common representative shall be vested in the Noteholders, but no person shall be appointed who shall not previously have been approved by a Resolution. 94

95 19.7 Common Representative Discretions 20. Notices In the exercise of its powers and discretions under these Conditions and the Common Representative Appointment Agreement, the Common Representative will have regard to the interests of the Noteholders as a class and will not be responsible for any consequence for individual holders of the Notes as a result of such holders being connected in any way with a particular territory or taxing jurisdiction; Except where expressly provided otherwise, and whilst the Notes are outstanding, the Common Representative shall, as regards all the powers, authorities, duties and discretions vested in it under the Conditions and the Transaction Documents, have regard only to the interests of the Noteholders in any circumstances in which, in the opinion of the Common Representative, there is any conflict, actual or potential, between their interests and those of the other Transaction Creditors, and no other Transaction Creditor shall have any claim against the Common Representative for so doing; When the Notes are no longer outstanding, as regards all the powers, authorities, duties and discretions vested in the Common Representative described above, where, in the opinion of the Common Representative, there is conflict, actual or potential, between the interests of the Transaction Creditors, it shall only have regard to the interests of that Transaction Creditor which is, or those Transaction Creditors which are, most senior in the Payments Priorities and which claim is still outstanding thereunder and no other Transaction Creditor shall have any claim against the Common Representative for so doing. If there are two or more Transaction Creditors who rank pari passu in the Payments Priorities then the Common Representative shall look at the interests of such Transaction Creditors equally Valid Notices Any notice to Noteholders shall be validly given if such notice is published on a page of the Reuters service or of the Bloomberg service, or of any other medium for the electronic display of data as may be previously approved in writing by the Common Representative and as has been notified to the Noteholders in accordance with the Notices Condition (the Relevant Screen ), provided that for so long as any of the Notes are listed on any stock exchange and the rules of such stock exchange so require, such notice will be published in a newspaper of daily circulation in accordance with the requirements of such stock exchange Date of publication Any notices so published shall be deemed to have been given on the date of such publication or, if published more than once or on different dates, on the first date on which publication shall have been made in the newspaper or newspapers in which publication is required or on the Relevant Screen Other Methods The Common Representative shall be at liberty to sanction some other method of giving notice to the Noteholders if, in its opinion, such other method is reasonable having regard to market practice then prevailing and to the requirements of the Stock Exchange (if any) on which the Notes are then listed and provided that notice of such other method is given to the Noteholders in such manner as the Common Representative shall require. 95

96 20.4 Couponholders deemed to have notice The Receiptholders and Couponholders will be deemed for all purposes to have notice of the contents of any notice given to the Noteholders in accordance with this Condition. 21. Governing Law and Jurisdiction 21.1 Governing law The Common Representative Appointment Agreement and the Notes are governed by, and shall be construed in accordance with, Portuguese law Jurisdiction The courts of Lisbon are to have exclusive jurisdiction to settle any disputes that may arise out of or in connection with the Notes and accordingly any legal action or proceedings arising out of or in connection with the Notes may be brought in such courts. 22. Further Issues and Issues of Other Series 22.1 Further Issues The Issuer will be entitled (but not obliged) at its sole option from time to time without the consent of the Noteholders and the other Transaction Creditors and in accordance with the Common Representative Appointment Agreement, to create and issue further notes having the same terms and conditions as the Notes in all respects (or in all respects except for the first payment of interest) so as to form a single series with the Notes Issues of Other Series The Issuer will be entitled (but not obliged) at its sole option from time to time without the consent of the Noteholders and the other Transaction Creditors to raise funds in any currency by the creation and issue of notes of another series which will be collateralised by further assets acquired by the Issuer which do not form part of the Transaction Assets. 23. Definitions Amortisation Schedule means the amortisation schedule set out in Condition 8.1 (Final Redemption), as revised and updated from time to time; Ancillary Rights means, in respect of the Future Receivables, (a) any advice, report, valuation, opinion, certificate, undertaking, or other statement of fact or of law or opinion given in connection with such Future Receivables to the extent transferable; (b) all monies and proceeds other than principal payable or to become payable under, in respect of or pursuant to such Future Receivables; (c) the benefit of all covenants, undertakings, representations, warranties and indemnities in favour of the Originator contained in or relating to such Future Receivables; and (d) all causes and rights of action (present and future) against any person relating to such Future Receivables and including the benefit of all powers and remedies for enforcing or protecting the Originator s right, title, interest and benefit in respect of such Future Receivables; Arranger means Deutsche Bank AG, London Branch; Available Distribution Amount means, in respect of any Payment Date, the amount standing to the credit of the Issuer Account by no later than 9:00 a.m. (Lisbon and London time) on each Payment Date, corresponding to the sum of any Collections and other amounts received by the 96

97 Issuer as payments of Future Receivables during the Collection Period ending on the Quarterly Transfer Date immediately preceding such Payment Date; Breach of Duty means in relation to any person, a wilful default, fraud, illegal dealing, negligence or breach of any agreement or trust by such person; Brisa means Brisa Auto-Estradas de Portugal, S.A., a listed company ( sociedade aberta ) incorporated under the laws of Portugal, having its registered office at Quinta da Torre de Aguilha Edifício Brisa, São Domingos de Rana, Portugal, with a share capital of 600,000,000 and registered with the Commercial Registry of Cascais under the sole registration and tax number ; Brisa Group means Brisa and its consolidated Subsidiaries; Business Day means any day on which the TARGET System is open for settlement of payments in euro and banks are open for general business in London and Lisbon; Calculation Date means, with the exception of the First Calculation Date, the date that is 2 Business Days before each Payment Date; in relation to a Collection Period, the related Calculation Date means the Calculation Date immediately after the beginning of said Collection Period, with the exception of the first Collection Period, the related Calculation Date of which is the First Calculation Date; in relation to an Interest Period, the related Calculation Date means the Calculation Date immediately before the beginning of said Interest Period; Clearstream, Luxembourg means Clearstream Banking Société anonyme, Luxembourg; Closing Date means 19 December 2007; CMVM means Comissão do Mercado de Valores Mobiliários, the Portuguese Securities Market Commission; Collection Period means each quarterly period from (and including) December to February, March to May, June to August and September to November, with the exception of the first Collection Period which shall begin on the Closing Date and end on 29 February 2008, and the last Collection Period which shall begin on 1 September 2012 and end on 13 December 2012; in relation to a Calculation Date, the related Collection Period means the Collection Period beginning immediately before such Calculation Date, with the exception of the First Calculation Date, the related Collection Period of which is the Collection Period beginning on the Closing Date; in relation to a Quarterly Transfer Date, the related Collection Period means the Collection Period ending immediately before such Quarterly Transfer Date; Collections means, in relation to the Future Receivables, all cash collections, and other cash proceeds thereof including any and all principal, interest, late payment or other payments to the Originator which the Servicer applies in the ordinary course of its business to amounts owed in respect of such Future Receivables; Common Representative means Deutsche Trustee Company Limited in its capacity as initial representative of the Noteholders pursuant to article 65 of the Securitisation Law and in accordance with the terms and conditions of the Notes and the terms of the Common Representative Appointment Agreement and any replacement common representative or common representative appointed from time to time under the Common Representative Appointment Agreement; 97

98 Common Representative Appointment Agreement means the agreement so named to be entered into on the Closing Date between the Issuer and the Common Representative; Common Representative s Fees means the fees payable by the Issuer to the Common Representative in accordance with the Common Representative Appointment Agreement; Common Representative s Liabilities means any Liabilities due to the Common Representative in accordance with the terms of the Common Representative Appointment Agreement together with interest payable in accordance with the terms of the Common Representative Appointment Agreement accrued due in the immediately preceding Collection Period; Common Safekeeper means Clearstream Banking Luxembourg, S.A.; Concession Agreement means the concession agreement entered into by and between the Originator and the Portuguese Republic, which has been amended periodically since it was first executed in 1972, the current terms of which have been established by Decree-Law no. 294/97, of 24 October, which was amended by Decree-Law no. 287/99, of 28 July, by Decree-Law no A/2002, of 26 December and by Decree-Law no. 39/2005, of 17 February, pursuant to which the Originator builds, operates and maintains a system of toll motorways in Portugal; Concession Holder means any wholly-owned Subsidiary of Brisa (including any newly incorporated Subsidiary of Brisa) which, pursuant to a solvent reorganisation of Brisa, assumes the rights and obligations of Brisa pursuant to the Concession Agreement and which fulfils certain conditions specified in the Common Representative Appointment Agreement including, without limitation, the delivery of a legal opinion in form and substance satisfactory to the Common Representative confirming that it has assumed such obligations and liabilities; Conditions means the terms and conditions to be endorsed on the Notes, in or substantially in the form set out in Schedule 1 of the Common Representative Appointment Agreement, as any of them may from time to time be modified in accordance with the Common Representative Appointment Agreement and any reference to a particular numbered Condition shall be construed in relation to the Notes accordingly; Couponholders means the persons who for the time being are holders of the Coupons; Coupons means the interest coupons related to the Definitive Notes in or substantially in the form set out in Part 2 of Schedule 3 to the Common Representative Appointment Agreement and for the time being outstanding or, as the context may require, a specific number of such coupons; Day Count Fraction means in respect of an Interest Period, the actual number of days in such period divided by 360; Debt Service means an amount equal to the sum of (i) principal payments due on the Notes in accordance with Condition 8 (Final Redemption and Optional Redemption), as applicable; (ii) three-month EURIBOR plus the Margin multiplied by the Principal Amount Outstanding of Notes as at the related Calculation Date, calculated on the basis of the applicable Day Count Fraction; and (iii) the expenses, fees and commissions due by the Issuer under the Payments Priorities; Definitive Notes means any Notes issued in definitive bearer form; 98

99 Deutsche Bank AG, London Branch means Deutsche Bank AG, London Branch, acting through its office at Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom;, EUR or euro means the lawful currency of member states of the European Union that adopt the single currency introduced in accordance with the Treaty; Enforcement Notice means a notice delivered by the Common Representative to the Issuer in accordance with Condition 12 (Events of Default), which declares the Notes to be immediately due and payable; EURIBOR means in relation to any sum, the rate as of 11:00 a.m. London time on the relevant day for the offering of deposits of such sum in euro for a three-month period which appears on Reuters Page Euribor01. If such rate does not appear on the Reuters Page Euribor01, the applicable rate shall be determined by the Transaction Manager using its standard valuation methodology as at the date of calculation; Euroclear means Euroclear Bank S.A./N.V.; Event of Default means any one of the events specified in Condition 12 (Events of Default); Final Discharge Date means the date on which the Common Representative is satisfied that all monies and other liabilities due or owing by the Issuer in connection with the Notes and/or that the aggregate of all moneys and Liabilities which from time to time are or may become due, owing or payable by the Issuer to each of the Transaction Creditors under the Notes or the Transaction Documents have been paid or discharged in full; Final Legal Maturity Date means the Payment Date falling in December 2012 or such other earlier Payment Date on which the Notes are redeemed in full in accordance with the Conditions; First Calculation Date means 17 December 2007; First Payment Date means 17 March 2008; First Interest Period means the period beginning on and including 17 December 2007 and ending on but excluding the First Payment Date; Floating Rate of Interest means the rate of interest applicable to the Notes for each Interest Period, as determined by the Transaction Manager pursuant to Condition 7.4.2; Future Receivables means the future rights of credits (including any Ancillary Rights) corresponding to the tariff paid at the tolls by the users of the motorways which the Originator operates under the Concession Agreement and which are assigned as of the Closing Date by the Originator to the Issuer; Future Receivables Sale Agreement means the agreement so named entered into on 19 December 2007 and made between the Originator and the Issuer; Future Receivables Servicing Agreement means an agreement so named entered into on 19 December 2007 between the Servicer and the Issuer; Global Notes means the Permanent Global Note and the Temporary Global Note, each in the form of a new global note; 99

100 Governmental Authority means any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government; ICSDs means each of Euroclear and Clearstream, Luxembourg; Incorrect Payments means a payment incorrectly paid or transferred to the Issuer Account, identified as such by the Servicer and by the Issuer (or the Transaction Manager on its behalf); Indebtedness means any indebtedness for money borrowed or raised including (without limitation) any indebtedness for or in respect of: (a) (b) (c) (d) (e) amounts raised by acceptance under any acceptance credit facility; amounts raised under any note purchase facility; the amount of any liability in respect of leases or hire purchase contracts which would, in accordance with applicable law and generally accepted accounting principles, be treated as finance or capital leases; the amount of any liability in respect of any purchase price for assets or services the payment of which is deferred for a period in excess of 60 calendar days; and amounts raised under any other transaction (including, without limitation, any forward sale or purchase agreement) having the commercial effect of a borrowing; Insolvency Event means, in respect of the Issuer, of Brisa (or the Concession Holder) or a Principal Subsidiary: (a) (b) (c) (d) the entering into an insolvent condition or the inability to pay the relevant debts as they fall due; the appointment of an Insolvency Official, or the appointment of an Insolvency Official in respect of the whole or a substantial part of the undertaking, assets and revenues of the Issuer or the Concession Holder or the Issuer (as applicable); the taking of any action for a readjustment or deferment of any of its obligations or the making of a general assignment or an arrangement or composition with or for the benefit of its creditors or the declaration of a moratorium in respect of any of its Indebtedness or any guarantee of any Indebtedness given by it; the cessation to carry on all or substantially all of its business (in respect of the Originator only, otherwise than in the case where the relevant rights and obligations under the Concession Agreement are transferred to the Concession Holder in accordance with the terms of these Conditions); Insolvency Official means a liquidator, provisional liquidator, administrator, administrative receiver, receiver, receiver or manager, compulsory or interim manager, nominee, supervisor, trustee, trustee in bankruptcy, conservator, guardian or other similar officer in respect of such company or in respect of any arrangement, compromise or composition with any creditors or any equivalent or analogous officer under the law of any jurisdiction; Interest Amount means, in respect of the Notes for any Interest Period, the aggregate of the amount of interest calculated on the related Calculation Date by multiplying the Principal Amount Outstanding of the Notes on the beginning of such Interest Period by the Floating Rate of Interest 100

101 and multiplying the amount so calculated by the relevant Day Count Fraction and rounding the resultant figure to the nearest 0.01 euro; Interest Period means each period from (and including) a Payment Date (or 17 December 2007) to (but excluding) the next succeeding (or First) Payment Date; in relation to a Calculation Date, the related Interest Period means the Interest Period beginning after such Calculation Date; Instruments means the Temporary Global Note, the Permanent Global Note, the Definitive Notes, the Coupons, the Receipts and the Talons and Instrument means any of them; Instrumentholders means the entities who, from time to time, are holders of Instruments; Issuer means TAGUS Sociedade de Titularização de Créditos, S.A., a limited liability company incorporated under the laws of Portugal as a special purpose vehicle for the purposes of issuing asset-backed securities, having its registered office at Rua Castilho, no. 20, Lisbon, Portugal with a share capital of 250,000 and registered with the Commercial Registry of Lisbon under the sole registration and tax number ; Issuer Account means the bank account no EUR 002 CTA, opened in the name of the Issuer at the Issuer Account Bank; Issuer Account Bank means Deutsche Bank AG, London Branch in its capacity as the bank at which the Issuer Account is held in accordance with the terms of the Issuer Account Agreement acting through its office at Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom; Issuer Covenants has the meaning given to such term in Condition 6 (Issuer Covenants); Issuer Obligations means the aggregate of all moneys and Liabilities which from time to time are or may become due, owing or payable by the Issuer to each, some or any of the Noteholders or the other Transaction Creditors under the Transaction Documents; Issuer s Jurisdiction means the Portuguese Republic; Issuer Representations and Warranties means the representations and warranties given by the Issuer and set out in the Common Representative Appointment Agreement; Lead Manager means Deutsche Bank AG, London Branch; Liabilities means in respect of any person, any losses, liabilities, damages, costs, awards, expenses (including properly incurred legal fees) and penalties incurred by that person together with any VAT thereon; Margin means a margin of 1.15 per cent. per annum; Meeting means a meeting of Noteholders (whether originally convened or resumed following an adjournment); Member State means at any time any member state of the European Union that has adopted the euro as its lawful currency in accordance with the Treaty; Noteholders means the entities who, from time to time, are holders of Notes; 101

102 Notes means the 400,000,000 Asset Backed Floating Rate Securitisation Notes due 2012 issued by the Issuer on the Closing Date; Notices Condition means Condition 20 (Notices); Official List means the official list of the Stock Exchange; Originator means Brisa, in its capacity as originator of the Future Receivables under the Future Receivables Sale Agreement, or any successor thereof in accordance with the provisions of the Future Receivables Sale Agreement; Originator Event means any of the events specified as such in the description of the Future Receivables Sale Agreement (see Overview of Certain Transaction Documents ); Payment Date means 15 March, June, September and December in each year commencing on the First Payment Date, provided that if any such day is not a Business Day, it shall be the immediately succeeding Business Day; Paying Agency Agreement means the agreement so named dated on or about the Closing Date between the Issuer, the Paying Agent, and the Common Representative; Paying Agent means Deutsche Bank AG, London Branch, appointed in the Paying Agency Agreement to act as Paying Agent, together with any successor or additional paying agent appointed from time to time in connection with the Notes under the Paying Agency Agreement; Payments Priorities means the provisions relating to the order of priority of payments set out in Overview of the Transaction - Payments Priorities in this Prospectus; Permanent Global Note means the permanent global note representing the Notes in, or substantially in, the form set out in Schedule 2 to the Common Representative Appointment Agreement; Preliminary Quarterly Notification means the notification that shall be sent to the Originator and the Servicer pursuant to Clause 5.2 of the Future Receivables Sale Agreement; Principal Amount Outstanding means, on any day, in relation to a Note, the principal amount of that Note upon issue less the aggregate amount of any principal payments in respect of that Note which have become due and/or payable on or prior to that day; Principal Subsidiary means, at any time, any Subsidiary of Brisa: (a) (b) whose gross assets then equal or exceed 20 per cent. of the consolidated gross assets of Brisa; or whose revenues then equal or exceed 20 per cent. of the consolidated revenues of Brisa. For this purpose: (i) (ii) the gross assets or revenues of a Subsidiary of Brisa will be determined from its financial statements (consolidated if it has Subsidiaries) upon which the latest audited financial statements of Brisa have been based; if a Subsidiary of Brisa becomes a member of the Brisa Group after the date on which the latest audited financial statements of the Brisa Group have been prepared, the gross assets 102

103 or revenues of that Subsidiary will be determined from its latest audited financial statements; (iii) (iv) (v) the gross assets or revenues of Brisa will be determined from its latest audited financial statements, adjusted (where appropriate) to reflect the gross assets or profits of any company or business subsequently acquired or disposed of; if a Principal Subsidiary disposes of all or substantially all of its assets to another Subsidiary of Brisa, it will immediately cease to be a Principal Subsidiary and the other Subsidiary (if it is not already) will immediately become a Principal Subsidiary until the date of the next audited financial statements of Brisa; thereafter the subsequent financial statements of those Subsidiaries and Brisa will be used to determine whether those Subsidiaries are Principal Subsidiaries or not; and Companhia de Concessões Rodoviárias will be excluded from the definition of Principal Subsidiary. If there is a dispute as to whether or not a company is a Principal Subsidiary, a certificate of two directors of Brisa will be, in the absence of manifest error, conclusive; Prospectus means the Prospectus dated the Signing Date prepared in connection with the issue by the Issuer of the Notes; Provisions for Meetings of Noteholders means the provisions contained in Schedule 9 of the Common Representative Appointment Agreement; Quarterly Notification means the notification that shall be sent to the Originator and the Servicer pursuant to Clause 5.3 of the Future Receivables Sale Agreement; Quarterly Transfer Date means the Business Day before each Payment Date; in relation to a Collection Period, the Quarterly Transfer Date means the Quarterly Transfer Date immediately after the end of such Collection Period; Receiptholders means the persons who for the time being are holders of the Receipts; Receipts means the principal receipts related to the Definitive Notes; Redemption Amount means, for each relevant Payment Date, the redemption amount of the Notes set out in the Amortisation Schedule or, if applicable, any early redemption amount paid by the Issuer in accordance with the Conditions; Redemption Rate means the Relevant Swap Mid Curve Rate; Regulatory Direction means, in relation to any person, a direction or requirement of any Governmental Authority with whose directions or requirements such person is accustomed to comply; Relevant Date means (i) in respect of any Notes, the date on which payment in respect thereof first becomes due or (if any amount of the money payable is improperly withheld or refused) the date on which payment in full of the amount outstanding is made or (if earlier) the date 7 calendar days after the date on which notice is duly given to the Noteholders in accordance with the Notices Condition that, upon further presentation of the Notes being made in accordance with the Conditions, such payment will be made, provided that payment is in fact made upon such presentation or if not made for reasons not attributable to the Issuer; or (ii) with respect to the 103

104 determination of the Relevant Swap Mid Curve Rate, means with respect to the determination of the Relevant Swap Mid Curve Rate, 2 Business Days prior to the date of despatch of the relevant notice of early redemption, as applicable pursuant to Condition 8.3.3; Relevant Screen means a page of the Reuters Service or of the Bloomberg service, or of any other medium for the electronic display of data as may be previously approved in writing by the Common Representative and as has been notified to the Noteholders in accordance with the Notices Condition; Relevant Swap Mid Curve Rate means the mid-point of the bid-side and offer-side rates for the fixed leg of a hypothetical interest rate swap with a notional profile equal to the Principal Amount Outstanding of the Notes, with the same payment dates as the Notes, against a floating leg of three-month EURIBOR with no spread, where such hypothetical interest rate swap is between two highly-rated (AA- or equivalent or higher) and fully collateralised market counterparties (the Relevant Swap Mid-Curve Rate shall be determined by a financial adviser (as per the definition of the Repurchase Premium below) using its standard valuation methodology as at the date of calculation) as at or about a.m. (London time) on such Relevant Date; Replacement Instruments means any Instruments which have been authenticated and delivered by the Paying Agent under the terms of the Paying Agency Agreement, as a replacement for any which have been mutilated or defaced or which are alleged to have been destroyed and Replacement Instrument means any one of them; Repurchase Option the call option to repurchase Future Receivables in whole or in part that is enjoyed by the Originator under the Future Receivables Sale Agreement; Repurchase Premium means the difference between (i) the present value (discounted at the then Redemption Rate) of the Margin multiplied by the Principal Amount Outstanding of the Notes as per the Amortisation Schedule and (ii) the present value (discounted at the then Redemption Rate) of the Margin multiplied by the Principal Amount Outstanding of the Notes as per the revised Amortisation Schedule following the early redemption by the Issuer, as calculated by a financial adviser; for these purposes, the financial adviser is expected to be Deutsche Bank AG, London Branch (Securitised Products Group) or if Deutsche Bank AG, London Branch is unable or unwilling to act, such other reputable financial institution nominated by the Issuer and approved by the Common Representative and the Originator; Reserved Matter means any proposal: (a) (b) (c) (d) (e) to change any date fixed for payment of principal or interest in respect of the Notes, to change the amount of principal or interest due on any date in respect of the Notes or to alter the method of calculating the amount of any payment in respect of the Notes on redemption or maturity; to effect the exchange, conversion or substitution of the Notes, or the conversion of such Notes into, shares, bonds or other obligations or securities of the Issuer or any other person or body corporate formed or to be formed; to change the currency in which amounts due in respect of the Notes are payable; to alter the Payments Priorities in respect of the Notes; and/or to amend this definition; 104

105 Resolution means, in respect of matters other than a Reserved Matter, a resolution passed at a Meeting duly convened and held in accordance with the quorums of the Provisions for Meetings of Noteholders by a majority of the votes cast and, in respect of matters relating to a Reserved Matter, a resolution passed at a Meeting duly convened and held in accordance with the quorums of the Provisions for Meetings of Noteholders by 2/3 of votes cast; Requirement of Law in respect of any person, means: (a) (b) (c) (d) any law, treaty, rule, requirement or regulation; a notice by or an order of any court having jurisdiction; a mandatory requirement of any regulatory authority having jurisdiction; or a determination of an arbitrator or Governmental Authority, in each case applicable to or binding upon that person or to which that person is subject; Securitisation Law means Decree-Law no. 453/99, of 5 November 1999, as amended from time to time by Decree-Law no. 82/2002, of 5 April 2002, Decree-Law no. 303/2003, of 5 December 2003, and Decree-Law no. 52/2006, of 15 March 2006; Security Interest means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect; Servicer means Brisa, in its capacity as servicer of the Future Receivables under the Future Receivables Servicing Agreement, or any successor thereof in accordance with the provisions of the Future Receivables Servicing Agreement; Servicer Event means any of the events specified as such in the description of the Future Receivables Servicing Agreement (see Overview of Certain Transaction Documents ); Services means the services to be provided by the Servicer as set out in Schedule 1 to the Future Receivables Servicing Agreement; Shareholder means Deutsche Bank (Portugal), S.A.; Signing Date means 18 December 2007; Specified Office means, in relation to any of the Paying Agent or the Common Representative, the office identified with the relevant name at the end of the Conditions or any other office (which, in relation to the Paying Agent, needs to be approved by the Common Representative) notified to Noteholders pursuant to Condition 20 (Notices); Stock Exchange means the Irish Stock Exchange Limited; Subscription Agreement means an agreement so named dated on or about the Signing Date between the Issuer and the Lead Manager; Subscription Fees and Expenses Letter means a letter executed on or about the Closing Date between the Originator and the Issuer; Subsidiary means, in relation to Brisa at any particular time, any other company (the second Company ): 105

106 (i) (ii) whose affairs and policies Brisa controls or has the power to control, whether by ownership of share capital, contract, the power to appoint or remove members of the governing body of the second Company or otherwise; or whose financial statements are, in accordance with applicable law and generally accepted accounting principles, consolidated with those of Brisa; Talon and Talons means the talons for further Receipts and further Coupons attached to the Definitive Notes on issue; TARGET Day means any day on which the TARGET System is open; TARGET System means the Trans-European Automated Real-time Gross Settlement Express Transfer system; Tax shall be construed so as to include any present or future tax, levy, impost, duty, charge, fee, stamp tax, deduction or withholding of any nature whatsoever (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same) imposed or levied by or on behalf of any Tax Authority or other regulatory body and Taxes, taxation, taxable and comparable expressions shall be construed accordingly; Tax Authority means any government, state, municipal, local, federal or other fiscal, revenue, customs or excise authority, body or official anywhere in the world exercising a fiscal, revenue, customs or excise function, including H.M. Revenue and Customs; Tax Deduction means any deduction or withholding on account of Tax; Temporary Global Note means the temporary global note representing the Notes in, or substantially in, the form set out in Schedule 1 to the Common Representative Appointment Agreement; Third Party Expenses means any amounts due and payable by the Issuer to third parties (not being Transaction Creditors) including any liabilities payable in connection with: (a) (b) any filing or registration of any Transaction Documents; any Requirement of Law or any Regulatory Direction (in particular, any CMVM regulation) with whose directions the Issuer is accustomed to comply; Toll Payer means, in respect of a certain Future Receivable, the person or entity which pays the toll road tariff corresponding to the amount due by virtue of the section of motorway used and Toll Payers means all of them; Transaction Assets means the specific pool of assets of the Issuer which collateralises the Issuer Obligations including, the Future Receivables, Collections, the Issuer Account, the Issuer s rights in respect of the Transaction Documents and any other right and/or benefit either contractual or statutory relating thereto purchased or received by the Issuer in connection with the Notes; Transaction Creditors means the Common Representative, the Paying Agent, the Transaction Manager, the Issuer Account Bank, the Originator and the Servicer; Transaction Documents means the Prospectus, the Future Receivables Sale Agreement, the Future Receivables Servicing Agreement, the Subscription Agreement, the Common Representative Appointment Agreement, the Notes, the Receipts, the Coupons, the Talons, the 106

107 Transaction Management and Issuer Account Agreement, the Paying Agency Agreement and any other agreement or document entered into from time to time by the Issuer pursuant thereto; Transaction Expenses means, in relation to the issue of the Notes, the fees payable in accordance with the Subscription Fees and Expenses Letter and any expenses and liabilities duly incurred by the Issuer towards Transaction Creditors according to the terms of the relevant Transaction Documents and properly documented; Transaction Manager means Deutsche Bank AG, London Branch, in its capacity as transaction manager to the Issuer in accordance with the terms of the Transaction Management and Issuer Account Agreement; Transaction Management and Issuer Account Agreement means the agreement so named to be entered into on the Closing Date between the Issuer, the Transaction Manager, the Issuer Account Bank and the Common Representative; Transaction Party means any person who is a party to a Transaction Document and Transaction Parties means some or all of them; Treaty means the treaty establishing the European Communities, as amended by the Treaty on European Union; value added tax means the tax imposed in conformity with the Sixth Directive of the European Economic Communities (77/388/EEC) (including in relation to the United Kingdom, value added tax imposed by the Value Added Tax Act 1994 and legislation and regulations supplemental thereto) and any other tax of a similar fiscal nature substituted for, or levied in addition to, such tax whether imposed in a member state of the European Union or elsewhere; VAT means value added tax provided for in the VAT Legislation and any other tax of a similar fiscal nature whether imposed in Portugal (instead of or in addition to value added tax) or elsewhere from time to time; VAT Legislation means the Portuguese Value Added Tax Code approved by Decree-Law no. 394-B/84 of 26 December 1984 as amended from time to time; and Written Resolution means a resolution in writing signed by or on behalf of all holders of Notes who for the time being are entitled to receive notice of a Meeting in accordance with the Provisions for the Meetings of Noteholders, whether contained in one document or several documents in the same form, each signed by or on behalf of one or more such holders of the Notes. Any defined terms used in these Conditions which are not defined above shall bear the meanings given to them in the Transaction Documents. 107

108 TAXATION The following is a general description of certain tax considerations in Portugal and the United Kingdom relating to the Notes. It does not purport to be a complete analysis of all tax considerations relating to the Notes. Prospective Noteholders should consult their tax advisers as to the consequences of acquiring, holding and disposing of Notes and receiving payments of interest, principal and/or other amounts under the Notes under the tax laws of the country of which they are resident for tax purposes and the tax laws of Portugal and the United Kingdom. This summary is based upon the law as in effect on the date of this Prospectus and is subject to any change in law that may take effect after such date. Portuguese Taxation The following is a summary of the current Portuguese withholding tax treatment at the date hereof in relation to certain aspects of the Portuguese taxation of payments of principal and interest in respect of, and transfers of, the Notes. The statements do not deal with other Portuguese tax aspects regarding the Notes and relate only to the position of persons who are absolute beneficial owners of the Notes. The following is a general guide, does not constitute tax or legal advice and should be treated with appropriate caution. Noteholders who are in any doubt as to their tax position should consult their professional advisers. Noteholders who may be liable to taxation in jurisdictions other than Portugal in respect of their acquisition, holding or disposal of the Notes are particularly advised to consult their professional advisers as to whether they are so liable (and if so under the laws of which jurisdictions). In particular, Noteholders should be aware that they may be liable to taxation under the laws of Portugal and of other jurisdictions in relation to payments in respect of the Notes even if such payments may be made without withholding or deduction for or on account of taxation under the laws of Portugal. The reference to interest and capital gains in the paragraphs below mean interest and capital gains as understood in Portuguese tax law. The statements below do not take any account of any different definitions of interest or capital gains which may prevail under any other law or which may be created by the Conditions or any related documentation. The present transaction qualifies as a securitisation transaction (operação de titularização de créditos) for the purposes of the Securitisation Law. Portuguese tax-related issues for transactions which qualify as securitisation transactions under the Securitisation Law generally are governed by Decree-Law no. 219/2001, of 4 August 2001, as amended by Law no. 109-B/2001, of 27 December 2001, by Decree-Law no. 303/2003, of 5 December 2003, by Law no. 107-B/2003, of 31 December 2003, and by Law no. 53- A/2006, of 29 December 2006 (the Securitisation Tax Law ). Noteholder s Income Tax Income generated by the holding (distributions) or transfer (capital gains) of the Notes is generally subject to the Portuguese tax regime for debt securities (obrigações). Any payments of interest made in respect of the Notes to Noteholders who are not Portuguese residents and do not have a permanent establishment in Portugal to which the income might be attributable will be exempt from Portuguese income tax implications. The exemption from income tax liability does not apply to non-resident companies if: (i) more than 25 per cent. of the company s share capital is held, either directly or indirectly, by Portuguese residents, or (ii) the company s country of residence is any of the jurisdictions listed as tax havens in Regulation no. 150/2004, of 13 February 2004, as amended ( Tax Haven ). If the above exemption does not apply, interest payments on the Notes made to non-resident companies are subject to withholding tax at the current definitive rate of 20 per cent., which may be reduced under the provisions of any applicable treaties relating to the avoidance of double taxation. 108

109 Under current Portuguese law, interest payments in respect of the Notes made to Portuguese tax resident companies are subject to withholding tax for corporate income tax purposes at the current rate of 20 per cent. on account of the final tax bill. Interest payments on the Notes to Portuguese tax resident individuals are subject to withholding tax for personal income tax purposes at the current definitive rate of 20 per cent, unless an option is made for the inclusion of such income within the individual s global taxable income, in which case the withholding tax will be treated as a payment on account of the final tax bill. Capital gains obtained by non-resident entities on the transfer of the Notes are exempt from corporate income tax in the same terms referred above for interest payments, unless the said exemption does not apply. In such cases, capital gains are subject to taxation at a 25 per cent. flat rate. Capital gains obtained by non-resident individuals on the transfer of the Notes are excluded from taxation for personal income tax purposes. Capital gains obtained by Portuguese tax resident companies with the transfer of the Notes are subject to corporate income tax in general terms, currently at a rate of 25 per cent. to which is added a municipal surcharge (derrama) of up 1.5 per cent. over the taxable profits, where applicable. Capital gains obtained by Portuguese tax resident individuals with the transfer of the Notes are excluded from taxation for personal income tax purposes. In order to comply with the Securitisation Tax Law an operating procedure has been instituted pursuant to which Euroclear and Clearstream Luxembourg will obtain from participants, who are not resident in Portugal, a commitment not to render custody and settlement services to Portuguese tax residents and to non-exempt Noteholders in general. As a result of this limitation (i) Noteholders which are exempt from Portuguese income tax may be required to certify such status to the financial intermediary that holds and/or settles the Notes on his behalf, and (ii) Portuguese tax residents and non-exempt Noteholders in general may be prevented from using certain financial intermediaries to hold and/or make settlements in respect of the Notes. United Kingdom Taxation The following is a summary of the United Kingdom withholding tax treatment at the date hereof in relation to payments of principal and interest in respect of the Notes. The statements do not deal with other United Kingdom tax aspects of acquiring, holding or disposing of the Notes and relate only to the position of persons who are absolute beneficial owners of the Notes and may not apply to certain classes of Noteholders (such as dealers). The following is a general guide, does not constitute tax or legal advice and should be treated with appropriate caution. Noteholders who are in any doubt as to their tax position should consult their professional advisers. Noteholders who may be liable to taxation in jurisdictions other than the United Kingdom in respect of their acquisition, holding or disposing of the Notes are particularly advised to consult their professional advisers as to whether they are so liable (and, if so, under the laws of which jurisdictions). In particular, Noteholders should be aware that they may be liable to taxation under the laws of other jurisdictions in relation to payments in respect of the Notes even if such payments may be made without withholding or deduction for or on account of taxation under the laws of the United Kingdom. The reference to interest in the paragraphs below means interest as understood in United Kingdom tax law. The statements below do not take any account of any different definitions of interest or principal which may prevail under any other law or which may be created by the Conditions or any related documentation. 109

110 United Kingdom withholding tax on interest payments by the Issuer Interest on the Notes may be paid by the Issuer without withholding or deduction for or on account of United Kingdom income tax except in circumstances where such interest has a United Kingdom source. Interest on Notes may have a United Kingdom source where, for example, the Notes are secured on assets situated in the United Kingdom or the interest is paid out of funds maintained in the United Kingdom. Interest which has a United Kingdom source ( UK interest ) may be paid by the Issuer without withholding or deduction for or on account of United Kingdom income tax if the Notes in respect of which the UK interest is paid constitute Quoted Eurobonds. Notes which are issued by a company and carry a right to interest will constitute Quoted Eurobonds provided they are and continue to be listed on a recognised stock exchange. On the basis of the H.M. Revenue and Customs, published interpretation of the relevant legislation, Notes which are to be listed on a stock exchange in a country which is a member state of the European Union or which is part of the European Economic Area will satisfy this requirement if they are listed by a competent authority in that country and are admitted to trading on a recognised stock exchange in that country. The Stock Exchange is a recognised stock exchange for these purposes. In all other cases, UK interest on the Notes may fall to be paid under deduction of United Kingdom income tax at the savings rate (currently 20 per cent.), subject to such relief as may be available including under the provisions of any applicable double taxation treaty or to any other exemption which may apply. Provision of information Noteholders should note that where any interest on the Notes is paid to them (or to any person acting on their behalf) by any person in the United Kingdom acting on behalf of the Issuer (a Paying Agent ), or is received by any person in the United Kingdom acting on behalf of the relevant Noteholder (other than solely by clearing or arranging the clearing of a cheque) (a collecting agent ), then the Issuer, the Paying Agent or the collecting agent (as the case may be) may, in certain cases, be required to supply to the H.M. Revenue and Customs details of the payment and certain details relating to the Noteholder (including the Noteholder s name and address). These provisions will apply whether or not the interest has been paid subject to withholding or deduction for or on account of United Kingdom income tax and whether or not the Noteholder is resident in the United Kingdom for United Kingdom taxation purposes. Where the Noteholder is not so resident, the details provided to the H.M. Revenue and Customs may, in certain cases, be passed by the H.M. Revenue and Customs to the tax authorities of the jurisdiction in which the Noteholder is resident for taxation purposes. With effect from 6 April 2006, the provisions referred to above may also apply, in certain circumstances, to payments made on redemption of any Notes where the amount payable on redemption is greater than the issue price of the Notes. Other Rules Relating to United Kingdom Withholding Tax Where Notes are to be, or may fall to be, redeemed at a premium, as opposed to being issued at a discount, then any such element of premium may constitute a payment of interest. Payments of interest are subject to United Kingdom withholding tax and reporting requirements as outlined above. Where interest has been paid under deduction of United Kingdom income tax, Noteholders who are not resident in the United Kingdom may be able to recover all or part of the tax deducted if there is an appropriate provision in any applicable double taxation treaty. The above description of the United Kingdom withholding tax position assumes that there will be no substitution of the Issuer and does not consider the tax consequences of any such substitution. 110

111 EU Savings Directive Under EC Council Directive 2003/48/EC on the taxation of savings income, each Member States is required, from 1 July 2005, to provide to the tax authorities of another Member State details of payments of interest or other similar income paid by a person within its jurisdiction to, or collected by such person for, an individual resident in that other Member State; however, for a transitional period, Austria, Belgium and Luxembourg may instead apply a withholding system in relation to such payments, deducting tax at rates rising over time to 35 per cent. The transitional period is to terminate at the end of the full fiscal year following agreement by certain non-eu countries to the exchange of information relating to such payments. Also with effect from 1 July 2005, a number of non-eu countries and certain dependent or associated territories of certain Member States have agreed to adopt similar measures (either provision of information or transitional withholding) in relation to payments made by a person within its jurisdiction to, or collected by such person for, an individual resident in a Member State. In addition, the Member States have entered into reciprocal provision of information or transitional withholding arrangements with certain of those dependent or associated territories in relation to payments made by a person in a Member State to, or collected by such person for, an individual resident in one of those territories. 111

112 SUBSCRIPTION AND SALE General The Lead Manager has, upon the terms and subject to the conditions contained in the Subscription Agreement, agreed to subscribe and pay for the Notes at their issue price of 100 per cent. of their respective Principal Amount Outstanding. The Issuer has also agreed to reimburse such Lead Manager for certain of their expenses incurred in connection with the management of the issue of the Notes. The Lead Manager is entitled in certain circumstances to be released and discharged from their obligations under the Subscription Agreement prior to the closing of the issue of the Notes. The Issuer and the Originator have agreed to indemnify such Lead Manager against certain liabilities in connection with the issue of the Notes. United States of America The Notes have not been, and will not be, registered under the US Securities Act 1933, as amended (the Securities Act ) and may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act. The Notes and any coupons appertaining thereto (the Coupons ) will bear a legend to the following effect: Any United States person who holds this obligation will be subject to limitations under the United States income tax laws, including the limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue Code. The sections referred to in such legend provide that a United States person who holds a Note or Coupon will generally not be allowed to deduct any loss realised on the sale, exchange or redemption of such Note or Coupon and any gain (which might otherwise be characterised as capital gain) recognised on such sale, exchange or redemption will be treated as ordinary income. The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a United States person, except in certain transactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the United States Internal Revenue Code and regulations thereunder. The Lead Manager has represented to and agreed with the Issuer that, except as permitted by the Subscription Agreement, it will not offer, sell or deliver the Notes (a) as part of their distribution at any time or (b) otherwise, until 40 days after the later of the commencement of the offering and the Closing Date, within the United States or to, or for the account or benefit of, U.S. persons, and that it will have sent to each dealer to which it sells Notes during the distribution compliance period relating thereto a confirmation or other notice setting forth the restrictions on offers and sales of the Notes within the United States or to, or for the account or benefit of, U.S. persons. In addition, until 40 days after commencement of the offering, an offer or sale of Notes within the United States by a dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act. United Kingdom In relation to the Notes, the Lead Manager has further represented to and agreed with the Issuer that: (a) 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 Financial Services Market Act 2000 (the FSMA ) received by it in 112

113 connection with the issue or sale of any Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer; and (b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom. Ireland The Notes may not lawfully be offered for sale to persons in Ireland except in circumstances which do not require the publication of a prospectus pursuant to article 3 of Council Directive no. 2003/71/EC. The Notes will not, to the extent applicable, be underwritten or placed otherwise than in conformity with the provisions of the Irish Investment Intermediaries Act 1995 (as amended). Portugal In relation to the Notes, the Lead Manager has agreed with the Issuer that (i) it has not directly or indirectly taken any action or offered, advertised or sold or delivered and will not directly or indirectly offer, advertise, sell, re-sell, re-offer or deliver any Notes in circumstances which could qualify as a public offer pursuant to the Código dos Valores Mobiliários (the Portuguese Securities Code) and in circumstances which could qualify the issue of the Notes as an issue in the Portuguese market or otherwise than in accordance with all applicable laws and regulations and (ii) it has not directly or indirectly distributed and will not directly or indirectly distribute any document, circular, advertisements or any offering material except in accordance with all applicable laws and regulations. The Republic of Italy The offering of the Notes has not been registered pursuant to Italian securities legislation and, accordingly, no Notes may be offered, sold or delivered, nor may copies of this Base Prospectus or of any other document relating to the Notes be distributed in the Republic of Italy, except: (a) (b) to professional investors ( operatori qualificati ) as defined in article 100 of Legislative Decree no. 58 of 24 February 1998 (the Financial Services Act ) and the relevant implementing CONSOB (the Italian Securities Exchange Commission) regulations, as amended from time to time, and article 2 of Directive no. 2003/71/EC, of 4 November; or in other circumstances which are exempted from the rules on solicitation of investments pursuant to article 100 of the Financial Services Act and article 33, first paragraph, of CONSOB Regulation no , of 14 May 1999, as amended. Any offer, sale or delivery of the Notes or distribution of copies of this Prospectus or any other document relating to the Notes in the Republic of Italy under (i) or (ii) above must be: (i) (ii) (iii) made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation of 29 October 2007 (as amended from time to time) and Legislative Decree no. 385 of 1 September 1993, as amended (the Banking Act ); in compliance with Article 129 of the Banking Act and the implementing guidelines of the Bank of Italy, as amended from time to time, pursuant to which the Bank of Italy may request information on the issue or the offer of securities in the Republic of Italy; and in accordance with any other applicable laws and regulations or requirement imposed by CONSOB. 113

114 France The Lead Manager has represented and agreed that it has not offered or sold, and will not offer or sell, directly or indirectly, the Notes to the public in France and that offers and sales will be made only in France to (i) providers of investment services relating to portfolio management for the account of third parties and/or (ii) qualified investors (investisseurs qualifiés) acting for their account, as defined and in accordance with articles L.411-1, L and D of the French Code Monétaire et Financier. In addition, the Lead Manager has represented and agreed that it has not distributed or caused to be distributed and will not distribute or cause to be distributed in France the Prospectus or any other offering material relating to the Notes other than to investors to whom offers and sales of the Notes in France may be made as described below. Spain The Lead Manager has represented and agreed that the Notes may not be offered or sold in Spain other than by institutions authorised under the Securities Market Law 24/1988 of 28 July (Ley 24/1988, de 28 de Julio, del Mercado de Valores), and Royal Decree 867/2001 of 20 July on the Legal Regime Applicable to Investment Services Companies (Real Decreto 867/2001, de 20 de Julio, sobre el Régimen Jurídico de las empresas de servicios de inversion), to provide investment services in Spain, and in compliance with the provisions of the Securities Market Law and any other applicable legislation. Belgium The Lead Manager has undertaken not to offer, sell, resell, transfer or deliver, directly or indirectly, any Notes, or to distribute or publish the prospectus or any other material relating to the Notes, to any individual or legal entity in Belgium other than: (i) investors required to invest a minimum of 250,000 (per investor and per transaction); and (ii) institutional investors as defined in article 3,28 of the Belgium Royal Decree of 7 July 1999 on the public character of financial transactions, acting for their own account. Public Offers Generally In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State ), the Lead Manager has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date ) it has not made and will not make an offer of the Notes to the public in that Relevant Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer of Notes to the public in that Relevant Member State: (a) (b) (c) in (or in Germany, where the offer starts within) the period beginning on the date of publication of a prospectus in relation to those notes which has been approved by the competent authority in that Relevant Member Sate or, where appropriate approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive and ending on the date which is 12 months after the date of such publication; at any time to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities; at any time to any legal entity which has two or more of: 114

115 (i) (ii) (iii) (iv) an average of at lease 250 employees during the last financial year; a total balance sheet of more than 43,000,000; and an annual net turnover of more than 50,000,000, as shown in its last annual or consolidated accounts; or at any time in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to article 3 of the Prospectus Directive. For the purposes of this provision, the expression an offer of Notes to the public in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchased or subscribe for the Notes, as the same may be varied in the Relevant Member State by an measure implementing the Prospectus Directive in such Relevant Member State, and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State. Save for applying for admission of the Notes to trading on the Stock Exchange s regulated market, no action has been or will be taken in any jurisdiction by the Issuer or any Joint Lead Manager that would, or is intended to, permit a public offering of the Notes, or possession or distribution of this Prospectus or any other offering material, in any country or jurisdiction where action for that purpose is required. Investor Compliance Persons into whose hands this Prospectus comes are required by the Issuer and the Lead Manager to comply with all applicable laws and regulations in each country or jurisdiction in which they purchase, offer, sell or deliver Notes or have in their possession, distribute or publish this Prospectus or any other offering material relating to the Notes, in all cases at their own expense. 115

116 GENERAL INFORMATION 1. The creation and issue of the Notes has been authorised by a resolution of the Board of Directors of the Issuer dated 14 December It is expected that the Notes will be admitted to the Official List of the Irish Stock Exchange and for trading on its main market on the Closing Date subject only to the issue of the Temporary Global Note. 3. Save as disclosed in this Prospectus, there are no governmental, litigation or arbitration proceedings, including any which are pending or threatened of which the Issuer is aware, which may have, or have had during the 12 months prior to the date of this Prospectus, a significant effect on the financial position of the Issuer. 4. Save as disclosed in this Prospectus, since 31 December 2006 (the date of the most recent audited annual accounts of the Issuer) there has been (i) no significant change in the financial or trading position of the Issuer, and (ii) no material adverse change in the financial position or prospects of the Issuer. 5. Save as disclosed in this Prospectus, the Issuer has no outstanding or created but unissued loan capital, term loans, borrowings, indebtedness in the nature of borrowing or contingent liabilities, nor has the Issuer created any mortgages, charges or given any guarantees. 6. The Notes have been accepted for clearance through Euroclear and Clearstream, Luxembourg. The ISIN and the Common Codes for the Notes are as follows: Common Code ISIN Notes XS The Comissão do Mercado de Valores Mobiliários, pursuant to article 62 of the Securitisation Law, has assigned asset identification code TGSBRSNXXN0024 to the Notes. 8. Copies of the following documents will be available in physical and/ or electronic form at the Specified Office of the Paying Agent during usual business hours on any week day (Saturdays, Sundays and public holidays excepted) after the date of this document and for the life of the Notes: (a) (b) the Estatutos or Contrato de Sociedade (constitutional documents) of the Issuer; the following documents: (1) Future Receivables Sale Agreement, (2) Future Receivables Servicing Agreement; (3) Common Representative Appointment Agreement; (4) Paying Agency Agreement; (5) Transaction Management and Issuer Account Agreement; and (6) Issuer - ICSDs Agreement. 116

117 10. The most recent publicly available financial statements for each of the last three accounting financial periods of the Issuer (which at the date hereof are only expected to be the audited annual financial statements) will be available for inspection at the following website: The Notes shall be freely transferable. No transaction made on the Stock Exchange after the Closing Date shall be cancelled. 12. Any website (or the contents thereof) referred to in this Prospectus does not form part of this Prospectus as approved by the IFSRA. 13. The Securitisation Law combined with the holding structure of the Issuer and the role of the Common Representative are together intended to prevent any abuse of control of the Issuer. 14. Any foreign language included in this document is for convenience purposes only and does not form part of the Prospectus. 117

118 INDEX OF DEFINED TERMS Amortisation Schedule...96 Ancillary Rights...96 Arranger...96 Available Distribution Amount...15, 96 Breach of Duty...97 Brisa...7, 97 Brisa Group...59, 97 Business Day...97 Calculation Date...97 Clearstream, Luxembourg...97 Closing Date...1, 97 CMVM...56, 97 Collection Period...97 Collections...97 Common Representative...6, 97 Common Representative Appointment Agreement...98 Common Representative's Fees...98 Common Representative's Liabilities...98 Common Safekeeper...7, 98 Concession Agreement...18, 49, 98 Concession Holder...98 Conditions...98 Couponholders...98 Coupons...98 Day Count Fraction...98 Debt Service...13, 98 Definitive Notes...76, 98 Deutsche Bank AG, London Branch...6, , 99 EMTN Programme...34 Enforcement Notice...99 EURIBOR...99 euro...4, 99 EUR...4, 99 Euro Screen Rate...99 Euroclear...99 Event of Default...99 Exchange Event...76, 99 Extraordinary Resolution...99 Final Legal Maturity Date...99 First Calculation Date...81, 99 First Interest Period...99 First Payment Date...99 Floating Rate of Interest...81, 99 FSMA...99, 112 Future Receivables...13, 99 Future Receivables Sale Agreement...99 Future Receivables Servicing Agreement...99 Global Notes...99 Governmental Authority ICSDs...7, 77, 100 IFSRA...1, 100 Incorrect Payments...36, 100 Insolvency Event Insolvency Official Interest Amount...80, 100 Interest Period...80, 101 Instruments Instrumentholders

119 Issuer...1, 6, 101 Issuer Account Issuer Account Bank...6,101 Issuer Account Bank Information...2, 101 Issuer Covenants Issuer Obligations Issuer's Jurisdiction Issuer Representations and Warranties Lead Manager Liabilities Margin...1, 101 Meeting Member State Minimum Denomination Note Principal Payment Noteholders Notes...1, 101 Notices Condition Official List Originator...1, 102 Originator Information...2 Originator Event Originator Enforcement Notice...33 Paying Agency Agreement Paying Agent...6, 102 Payment Date...1, 102 Payments Priorities...16, 102 Permanent Global Note Preliminary Quarterly Notification Principal Amount Outstanding Principal Subsidiary Prospectus Provisions for Meetings of Noteholders Purchase Price...30 Quarterly Notification Quarterly Report Quarterly Transfer Date Receiptholders Receipts Redemption Amouunt Redemption Rate Regulatory Direction Relevant Date Relevant Screen...96, 104 Relevant Swap Mid Curve Rate Replacement Instruments Repurchase Option Repurchase Premium Reserved Matter Resolution Requeriment of Law Securitisation Law...74, 105 Securitisation Tax Law...74, 105 Security Interest Servicer...6, 105 Servicer Event Servicer Event Notice...37 Servicer Termination Notice...37 Services...36, 105 Shareholder...58, 105 Signing Date Specified Office STC...58, 74,

120 Stock Exchange Subscription Agreement Subscription Fees and Expenses Letter Subsidiary Talon Talons TARGET Day TARGET System Tax Tax Authority Tax Deduction Tax Event...84, 106 Taxes Temporary Global Note Third Party Expenses Toll Payers Transaction Assets Transaction Creditors...6, 106 Transaction Documents Transaction Expenses Transaction Manager...6, 107 Transaction Management and Account Agreement Transaction Manager Event...40 Transaction Party...2, 107 Treaty VAT VAT Legislation Written Resolution

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