ANDROMEDA LEASING I PLC (incorporated in England and Wales with limited liability under registered number 6652476) 504,000,000 Class A Asset Backed Floating Rate Notes due 2038 336,000,000 Class B Asset Backed Floating Rate Notes due 2038 The 504,000,000 Class A Asset Backed Floating Rate Notes due 2038 (the "Class A Notes"), and the 336,000,000 Class B Asset Backed Floating Rate Notes due 2038 (the "Class B Notes") of Andromeda Leasing I PLC (the "Issuer") are together referred to hereafter as the "Notes". The Notes will be issued on 26 January 2009 (the "Closing Date"). The issue price of each class of the Notes is 100 per cent. of their principal amount. Interest on the Notes is payable quarterly in arrear on the 10th day of January, April, July and October in each year commencing on 10 April 2009 (adjusted in accordance with the Modified Following Business Day Convention). 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 ("EURIBOR") for three month euro deposits except for the first Interest Period when the applicable EURIBOR will be the interpolated rate for two month and three month euro deposits plus a margin of 0.75 per cent. per annum in relation to the Class A Notes and 0.95 per cent. per annum in relation to the Class B Notes. Application has been made to the Irish Stock Exchange Limited (the "Stock Exchange") for the Notes to be admitted to the Official List and trading on its regulated market. This document (the "Prospectus") has been approved by the Irish Financial Services Regulatory Authority (the "Financial Regulator"), as competent authority under the Prospectus Directive 2003/71/EC (the "Prospectus Directive"). The Financial Regulator only approves this Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. There can be no assurance that any such listing will be obtained or maintained. No application will be made to list the Notes on any other stock exchange. Particulars of the dates of, parties to and general nature of each document to which the Issuer is a party are set out in various sections of this Prospectus. In Moody's opinion the structure allows for the timely payment of interest and the ultimate payment of principal on the Class A Notes. It is a condition to the issuance of the Class A Notes that the Class A Notes receive the rating set out below: Moody's Class A Notes Class B Notes Aa2 N/A A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by Moody's. Particular attention is drawn to the section herein entitled "Risk Factors". Arranger Deutsche Bank The date of this Prospectus is 26 January 2009.
The Notes Payments on the Notes will be made in euro after deduction for or on account of income taxes (including withholding taxes) or other taxes. 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 (see "Principal Features Of The Notes Withholding Taxes"). The Notes will be redeemed at their Principal Amount Outstanding on the Final Legal Maturity Date to the extent not previously redeemed. The Notes will be subject to mandatory redemption in whole or in part on each Interest Payment Date on which the Issuer has funds available for redeeming Notes in such class as calculated on the related Calculation Date (see "Principal Features of the Notes"). Both prior to and after the delivery of an Enforcement Notice, payments of principal on the Notes will be made sequentially by redeeming all principal due on the Class A Notes and thereafter by redeeming all principal due on the Class B Notes in accordance with the relevant Payments Priorities. The Notes will be subject to optional redemption (in whole but not in part) at their Principal Amount Outstanding together with accrued interest at the option of the Issuer on any Interest Payment Date following the occurrence of certain tax changes concerning, inter alia, the Issuer, the Lease Receivables, the Swap Agreement and/or the Notes. In addition, the Notes are also subject to mandatory redemption in whole following exercise of the Seller Call Option which allows the Seller to provide notice to the Issuer to purchase and have assigned to it the Lease Receivables Portfolio on the next Interest Payment Date. The source of funds for the payment of principal and interest and other amounts due on the Notes will be the payment collections which the Issuer will be entitled to receive from the Lease Receivables Portfolio. Each class of 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 Bank S.A./N.V. ("Euroclear") and Clearstream Banking Sociėtė anonyme, Luxembourg (Clearstream, Luxembourg and collectively, the "ICSD") 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 relevant class of Notes which will also be deposited with a common safekeeper for Euroclear and Clearstream, Luxembourg. The Notes are intended to be held in a manner which will allow for Eurosystem eligibility. This means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper. This 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. 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 does not prejudice any liability which may arise under Irish 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 Arranger that the Issuer accepts such responsibility. EFG Eurobank Ergasias S.A. ("Eurobank EFG") in its capacity as the Transaction Manager, Swap Counterparty, Issuer Collection Account Bank and Issuer Accounts Bank accepts responsibility for the information in this document relating to itself and all information relating to the Swap Agreement (together the "Eurobank EFG Information") and such Eurobank EFG Information is in accordance with the facts and does not omit anything likely to affect the import of such information. - i -
EFG Eurobank Ergasias Leasing S.A. ("Eurobank Leasing") in its capacity as the Seller and the Servicer accepts responsibility for the information in this document relating to itself, the description of its rights and obligations and all information relating to the Lease Receivables Sale Agreement, the Greek Assignment Agreement, the Lease Receivables Servicing Agreement and all information relating to the Lease Receivables Portfolio and all information relating to the Lease Receivables in any Servicer's Report (together the "Eurobank Leasing Information") and such Eurobank Leasing Information is in accordance with the facts and does not omit anything likely to affect the import of such information. Neither Eurobank EFG nor Eurobank Leasing accepts any responsibility for any other information contained in this Prospectus. No representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by Eurobank EFG or Eurobank Leasing as to the accuracy or completeness of any information contained in this Prospectus (other than the Eurobank EFG Information or the Eurobank Leasing Information (as the case may be)) 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 any other Transaction Party. 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. Selling Restrictions Summary This Prospectus does not constitute an offer of, or an invitation by or on behalf of, the Issuer, the Arranger or any other Transaction Party 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 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 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. 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 the Issuer, the directors of the Issuer, the Transaction Manager, the Trustee, the Seller or the Arranger. No action has been taken by the Issuer or the Arranger 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 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 and the Arranger 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 Arranger or any person affiliated with the Arranger in connection with its investigation of the accuracy of such information or 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. 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. - ii -
It should be remembered that the price of securities and the income from them can go down as well as up. Currency In this Prospectus, unless otherwise specified, references to " ", "Euro" 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 References in this Prospectus to "Greece" or the "Greek State" are to the Hellenic Republic and all references to the "Government" are to the government of the Hellenic Republic. 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 128 to 131. 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. - iii -
CONTENTS THE PARTIES...1 PRINCIPAL FEATURES OF THE NOTES...3 OVERVIEW OF THE TRANSACTION...10 PAYMENTS PRIORITIES...27 STRUCTURE CHART...30 RISK FACTORS...31 CERTAIN MATTERS OF GREEK LAW...42 DESCRIPTION OF THE ISSUER...44 THE TRANSACTION MANAGER, SWAP COUNTERPARTY, ISSUER ACCOUNTS BANK AND ISSUER COLLECTION ACCOUNT BANK...46 THE SELLER AND THE SERVICER...47 OVERVIEW OF CERTAIN TRANSACTION DOCUMENTS...51 USE OF PROCEEDS...74 CHARACTERISTICS OF THE LEASE RECEIVABLES PORTFOLIO...75 SUMMARY OF THE SECURITISATION PROVISIONS OF GREEK LAW 3156/2003...84 SUMMARY OF PROVISIONS RELATING TO NOTES IN GLOBAL FORM...86 TERMS AND CONDITIONS OF THE NOTES...88 UNITED KINGDOM TAXATION...121 GREEK TAXATION...123 SUBSCRIPTION AND SALE...124 GENERAL INFORMATION...126 INDEX OF DEFINED TERMS...128 Page
THE PARTIES Issuer: Parent: Share Trustee: Andromeda Leasing I PLC, a public limited liability company incorporated under the laws of England and Wales and having its registered office at Fifth Floor, 6 Broad Street Place, London EC2M 7JH. The Issuer will be established for the purpose of acquiring the Lease Receivables Portfolio, issuing the Notes and entering into the Transaction Documents to which it is a party. The entire issued share capital of the Issuer will be beneficially owned by the Parent. Andromeda Leasing I Holdings Limited, a private limited liability company incorporated under the laws of England and Wales and having its registered office at Fifth Floor, 6 Broad Street Place, London EC2M 7JH. The Parent will be established for the purpose of beneficially holding the entire issued share capital of the Issuer. The issued share capital of the Parent will be held by the Share Trustee on trust for certain charitable purposes in accordance with the terms of the Share Trust Deed. Wilmington Trust SP Services (London) Limited, in its capacity as share trustee in respect of the share capital of the Parent in accordance with the terms of the Share Trust Deed acting through its office at Fifth Floor, 6 Broad Street Place, London EC2M 7JH. Seller: EFG Eurobank Ergasias Leasing S.A., a company incorporated under the laws of the Hellenic Republic and having its registered office at 40-44 Praxitelous, 105 61 Athens, Greece who is the holder and seller of the Lease Receivables Portfolio. Servicer: Transaction Manager: Subordinated Loan Provider: Trustee: Agent Bank: EFG Eurobank Ergasias Leasing S.A., in its capacity as servicer of the Lease Receivables, in accordance with the terms of the Lease Receivables Servicing Agreement. The Servicer may sub-contract its servicing obligations to any of its subsidiaries or its parent company or any other entity but retain the liability for due performance of those obligations. EFG Eurobank Ergasias S.A., in its capacity as the transaction manager to the Issuer in accordance with the terms of the Transaction Management Agreement acting through its office at 8 Othonos Street, 10557 Athens, Greece. EFG Eurobank Ergasias S.A., in its capacity as subordinated loan provider to the Issuer in accordance with the terms of the Subordinated Loan Agreement through its office at 8 Othonos Street, 10557 Athens, Greece. Citicorp Trustee Company Limited, in its capacity as trustee for the Noteholders and the other Secured Creditors in accordance with the terms of the Trust Deed between the Issuer and the Trustee acting through its office at Citigroup Centre, 14th Floor, Canada Square, Canary Wharf, London E14 5LB, England. Citibank N.A., London Branch, in its capacity as the agent bank in respect of the Notes in accordance with the terms of the Paying Agency Agreement acting through its office at Citigroup Centre, 21st Floor, Canada Square, Canary Wharf,
London E14 5LB, England. Swap Counterparty: Principal Paying Agent: Issuer Collection Account Bank: Issuer Accounts Bank: Corporate Services Provider: Common Safekeeper: Irish Listing Agent: Rating Agency: Arranger: EFG Eurobank Ergasias S.A., in its capacity as swap counterparty, in accordance with the terms of the Swap Agreement acting through its office at 8 Othonos Street, 10557 Athens, Greece. Citibank N.A., London Branch, in its capacity as principal paying agent in respect of the Notes in accordance with the terms of the Paying Agency Agreement acting through its office at Citigroup Centre, 21st Floor, Canada Square, Canary Wharf, London E14 5LB, England. EFG Eurobank Ergasias S.A., in its capacity as the bank at which the Issuer Collection Account is held in accordance with the terms of the Issuer Collection Account Agreement through its office at 8 Othonos Street, 10557 Athens, Greece. EFG Eurobank Ergasias S.A., in its capacity as the bank at which the Issuer Accounts are held in accordance with the terms of the Issuer Accounts Agreement through its office at 8 Othonos Street, 10557 Athens, Greece. Wilmington Trust SP Services (London) Limited, as corporate services provider to the Issuer in accordance with the terms of the Corporate Services Agreement through its office at Fifth Floor, 6 Broad Street Place, London EC2M 7JH. Euroclear or Clearstream, Luxembourg as common safekeeper of the Notes as elected by Citibank N.A., London Branch as common service provider. A&L Listing Limited, in its capacity as listing agent through its office at International Financial Services Centre, North Wall Quay, Dublin 1, Ireland. Moody's Investors Service Ltd. Deutsche Bank AG, London Branch in its capacity as Arranger. - 2 -
PRINCIPAL FEATURES OF THE NOTES Notes: 504,000,000 Class A Asset Backed Floating Rate Notes due 2038 336,000,000 Class B Asset Backed Floating Rate Notes due 2038 to be issued in accordance with the terms of the Trust Deed and on the terms and subject to the Conditions. Form and Denomination: The Notes will be in bearer form and in the denomination of 100,000 each and integral multiples of 10,000 in excess thereof. The Notes of each class will initially be in the form of a Temporary Global Note of each class without interest coupons, which will be deposited on the Closing Date with the Common Safekeeper for Euroclear and Clearstream, Luxembourg. The Temporary Global Note of each class of Notes will be exchangeable, in whole or in part, for interests in a Permanent Global Note of that class of 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 Definitive Notes will be issued. Status of the Notes: The Notes will constitute secured obligations of the Issuer. Each class of Notes will rank pari passu without preference or priority amongst themselves. The Notes represent the right to receive interest and principal payments from the Issuer in accordance with the Conditions and the Trust Deed. All payments of interest due on the Class A Notes will rank in priority to all payments of interest due on the Class B Notes. Both prior to and after the delivery of an Enforcement Notice, payments of principal on the Class A Notes will rank in priority to payments of principal on the Class B Notes in accordance with the relevant Payments Priorities. Notes only obligations of Issuer: Use of Note Proceeds: Subordinated Reserve Loan Facility Proceeds: The Notes will be obligations of the Issuer only and will not be obligations of or be guaranteed by any other person including the other Transaction Parties. The Issuer will apply the proceeds of the issue of the Notes solely towards payment to the Seller of the Initial Purchase Price for the acquisition of the Initial Lease Receivables Portfolio and all rights attaching thereto pursuant to the Lease Receivables Sale Agreement and the Greek Assignment Agreement. The proceeds of the Subordinated Reserve Loan Facility will be used by the Issuer on the Closing Date to fund the Initial Reserve Fund. - 3 -
Subordinated Expenses Loan Facility Proceeds: Subordinated Exposure Reserve Loan Facility Proceeds: Security for the Notes The proceeds of the Subordinated Expenses Loan Facility will be used by the Issuer to pay in full the Initial Issuer Expenses in connection with the issue of the Notes on or following the Closing Date. The proceeds of the Subordinated Exposure Reserve Loan Facility will be used by the Issuer to fund the Exposure Reserve Fund in certain circumstances as set out in "Overview of the Transaction Subordinated Exposure Reserve Loan Facility". The Notes will be secured by the Greek Security and the English Security each created in favour of the Trustee, for itself and on trust for the Secured Creditors. The terms on which the English Security will be held will provide that, upon enforcement, certain fees, expenses, costs, charges and liabilities due to be paid by the Issuer will rank in priority to amounts due to be paid by the Issuer under the Notes. See "Post-Enforcement Payments Priorities". In case of enforcement of the Greek Law Security as a matter of Greek law, even in the case of bankruptcy proceedings, the claims of the Secured Creditors will rank in priority to other claims including, as regards claims satisfied by the Greek Law Security, most other secured or privileged claims. Greek Security The Secured Creditors will have the benefit of a pledge operating by law over the Issuer's right, title and interest in the Lease Receivables Portfolio, the Related Security in relation to each of the Secured Lease Receivables and the Issuer Collection Account pursuant to paragraph 18, article 10 of the Law 3156 (the "Greek Law Security"). "Secured Lease Receivables" means a Lease Contract which benefits from any Related Security. The Secured Creditors will also have the benefit of a Greek law pledge over the Issuer's right, title and interest in the Issuer Transaction Account, the Loss Deficiency Account and the Reserve Account pursuant a Greek law pledge agreement to be entered into on or about the Closing Date between the Issuer, the Trustee and the Issuer Accounts Bank in respect of the Issuer Accounts (the "Greek Accounts Pledge") and a pledge over the sale proceeds from the sale of a Lease Asset pursuant to a Greek law pledge agreement to be entered into on or about the Closing Date by the Seller, the Issuer and the Trustee (the "Greek Future Claims Pledge", and together with the Greek Law Security and the Greek Accounts Pledge, the "Greek Security"). Law 3156: English Security: Greek law 3156/2003 (published in Government Gazette issue no. 157/A/25. 06. 03) as may be amended or re enacted from time to time ("Law 3156"). As continuing security for the payment or discharge of the Secured Amounts and subject always to the right of redemption of the Issuer, the Issuer with full title guarantee in favour of the Trustee for itself and on trust for the Secured Creditors will create, in accordance with the terms of the - 4 -
Security Deed: a first fixed charge and absolute assignment over the benefit of the Lease Receivables Portfolio to the extent not covered by the Greek Security; a first fixed charge over the benefit of the Issuer Accounts and any other bank or other accounts in which the Issuer may at any time have or acquire any benefit (which may take effect as a floating charge) to the extent not covered by the Greek Security; (c) an absolute assignment of the benefit of its rights under each Transaction Document (other than the Trust Documents); and (d) a first floating charge over the whole of its undertaking and all the Issuer's property, assets and rights whatsoever and wheresoever present and future including, without limitation, the Issuer's uncalled capital except to the extent otherwise charged or secured under the Security Deed. Rate of Interest: The Notes of each class will represent entitlements to payment of interest in respect of each successive Interest Period from the Closing Date at an annual rate in respect of each class of Notes equal to EURIBOR for 3 months plus the following margins: Class A Notes Class B Notes 0.75 per cent. 0.95 per cent. Interest Accrual Period: Interest Payment Date Deferral of Interest on Class B Notes: Interest on the Notes will be paid quarterly in arrear. Interest will accrue from, and including, the immediately preceding Interest Payment Date (or, in the case of the First Interest Payment Date, the Closing Date) to, but excluding, the relevant Interest Payment Date. Interest on the Notes is payable quarterly in arrear on the 10 th day of January, April, July and October in each year (or, if such day is not a Business Day, the next succeeding Business Day, unless such day would fall into the next calendar month, in which case, it would be brought forward to the immediately preceding Business Day), beginning on the First Interest Payment Date. The holders of the Class B Notes will only be entitled to receive payments of interest on the Class B Notes on any Interest Payment Date to the extent that the Issuer has funds available for such purpose (and any other items ranking pari passu therewith) after making payment on such Interest Payment Date of any liabilities due for payment and ranking in priority to the Class B Notes. Any interest due on any Class B Notes not paid on an Interest Payment Date will be deferred and itself accrue interest (at the interest rate then applicable to the Class B Notes) and, together with such accrued interest, will be paid to such Class B Notes Noteholders on subsequent Interest Payment Dates to the extent that the Issuer has funds available for such purpose (and any other items ranking pari passu therewith), after - 5 -
paying in full on such Interest Payment Date all payments ranking in priority thereto. Final Redemption: Final Legal Maturity Date: Withholding Taxes: Ratings: Unless the Notes have previously been redeemed in full as described in "Mandatory Redemption in Part", "Mandatory Redemption in Whole" and "Optional Redemption in Whole for Taxation Reasons" below, the Notes will be redeemed by the Issuer on the Final Legal Maturity Date at their Principal Amount Outstanding. The Interest Payment Date falling in April 2038 (the "Final Legal Maturity Date"). 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. The Class A Notes are expected on issue to be assigned the following rating by Moody's: Class A Notes Class B Notes Aa2 N/A A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by Moody's. Mandatory Redemption in Part: Mandatory Redemption in Whole: During the Amortisation Period, on each Interest Payment Date the Issuer will cause the Class A Notes and the Class B Notes to be redeemed in amounts equal to the Class A Note Redemption Amount and the Class B Note Redemption Amount respectively, but only to the extent that the Issuer has funds available for such purpose (and any other items ranking pari passu therewith) after making payment of any prior ranking liabilities in accordance with the Pre-Enforcement Payments Priorities. Following notice from the Seller to the Issuer that the Seller will exercise the Seller Call Option granted to it by the Issuer pursuant to the Lease Receivables Sale Agreement to purchase and have assigned to it the Lease Receivables Portfolio and all rights attaching thereto, the Issuer shall redeem all (but not some only) of the Notes in each class at their Principal Amount Outstanding together with accrued interest on the next Interest Payment Date subject to the following: that the Issuer has given not more than 60 nor less than 30 days' notice to the Trustee and the Noteholders in accordance with the Notices Condition of its intention to redeem all (but not some only) of the Notes in each class; and that prior to giving any such notice, the Issuer shall have provided to the Trustee a certificate signed by two directors of the Issuer to the effect that, subject to receiving the consideration payable pursuant to exercise of the Seller Call Option, it will have the funds on the relevant Interest Payment Date, not subject to the interest of any other person, required to redeem the Notes - 6 -
pursuant to Condition 8 and meet its payment obligations for any amounts ranking pari passu with the Notes or for amounts of a higher priority under the Pre-Enforcement Payments Priorities. Optional Redemption in Whole for Taxation Reasons: The Issuer may redeem all (but not some only) of the Notes in each class at their Principal Amount Outstanding together with accrued interest on any Interest Payment Date: after the date on which, by virtue of a change in Tax law of the Issuer's Jurisdiction (or the application or official interpretation) of such Tax law), the Issuer would be required 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 United Kingdom other than the holding of the Notes or related Coupons); or after the date on which, by virtue of a change in Tax law of any applicable jurisdiction (or the application or official interpretation of such Tax law), either the Issuer or the Swap Counterparty would be required to make a Tax Deduction from any payment to be made by it in respect of the Swap Agreement; or (c) after the date on which, by virtue of a change in the Tax law of the Issuer's Jurisdiction (or the application or official interpretation of such tax law), the Issuer is or will be subject to UK corporation tax in an accounting period on an amount which materially exceeds the aggregate Issuer Profit Amount retained during that accounting period. (d) after the date of a change in the Tax law of Greece or any other applicable law (or the application or official interpretation of such Tax law) which would cause the total amount payable in respect of any Lease Receivables to cease to be receivable by the Issuer including as a result of any of the Lessees being obliged to make a Tax Deduction in respect of any payment in relation to any Lease Receivables, subject to the following: (e) that the Issuer has given not more than 60 nor less than 30 days' notice to the Trustee and the Noteholders in accordance with the Notices Condition of its intention to redeem all (but not some only) of the Notes in each class; and (f) that the Issuer has provided to the Trustee: (i) (ii) a legal opinion (in form and substance satisfactory to the Trustee) from a firm of lawyers in the applicable jurisdiction (approved in writing by the Trustee), opining on the relevant change in Tax law; and a certificate signed by two directors of the Issuer to the effect that one of the circumstances described in paragraphs, - 7 -
, (c) or (d) has occurred and cannot be avoided; and (iii) a certificate signed by two directors of the Issuer to the effect that it will have the funds on the relevant Interest Payment Date, not subject to the interest of any other person, required to redeem the Notes pursuant to Condition 8 and meet its payment obligations of a higher priority under the Pre- Enforcement Payments Priorities. Paying Agents: Agent Bank Transfers of Notes: Settlement: Listing: Governing Law The Issuer will appoint the Principal 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 days notice, replace the Paying Agents 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 Agents a fee. The Issuer will appoint the Agent Bank with respect to calculations of interest under the Notes. The Issuer will procure that, for so long as any Notes are outstanding, there will always be an agent bank to perform the functions assigned to it. The Issuer may at any time, by giving not less than 30 days notice, replace the Agent Bank by one or more banks or other financial institutions which will assume such functions. As consideration for performance of the agent bank services, the Issuer will pay the Agent Bank 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 effected 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 to the Stock Exchange for the Notes to be admitted to the Official List and to trading on its regulated market. This Prospectus has been approved by the Financial Regulator, as competent authority under the Prospectus Directive. The Financial Regulator only approves this Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. The Notes, the Trust Deed, the Note Purchase Agreement, the Lease Receivables Sale Agreement, the Lease Receivables Servicing Agreement, the Security Deed, the Swap Agreement, the Subordinated Loan Agreement, the Corporate Services Agreement, the Issuer Accounts Agreement, the Transaction Management Agreement, the Paying Agency Agreement, the Closing Arrangements Deed and the Master Execution Deed (each as further described in "Overview of Certain Transaction Documents") will be governed by - 8 -
English law. The Greek Assignment Agreement, the Issuer Collection Account Agreement, the Greek Accounts Pledge and the Greek Future Claims Pledge and will be governed by Greek law. - 9 -
OVERVIEW OF THE TRANSACTION Section A The Lease Receivables Portfolio and Lease Receivables Portfolio Purchase and Servicing Description of the Lease Receivables Portfolio The Lease Receivables Portfolio will consist of unsecured and secured (as the case may be) claims against Lessees arising out of the Lease Contracts. The Lease Contracts are made between the Seller as Lessor and a Lessee for the leasing of three types of assets: Real Estate, Equipment and Vehicles. The Lease Receivables Portfolio will consist of the Initial Lease Receivables Portfolio and each Additional Lease Receivables Portfolio. Retired Lease Receivables may be removed from the Lease Receivables Portfolio and Substitute Lease Receivables included in the Lease Receivables Portfolio in place of such Retired Lease Receivables or in discharge of the Seller's obligation to pay certain indemnity amounts to the Issuer under the Lease Receivables Sale Agreement. In addition, Lease Receivables repurchased by the Seller pursuant to the exercise of the Seller Call Option, the Seller Defaulted Call Option, the Seller Insurance Claim Call Option, the Seller Non-Permitted Variation Call Option or the Seller Prepayment Call Option (collectively, the "Call Options"), shall be removed from the Lease Receivables Portfolio. Description of Lease Receivables The Lease Receivables Portfolio as at the relevant Cut-Off Date will be selected from, and will substantially comprise, a pool of Lease Receivables owned by the Seller. The Lease Receivables are comprised of Real Estate Lease Receivables, Equipment Lease Receivables and Vehicle Lease Receivables. The Initial Lease Receivables Portfolio and any Additional Lease Receivables Portfolio will be selected so that they each comply with the Seller Lease Receivables Warranties set out in Part C (Lease Receivables Representations and Warranties of the Seller) of Schedule 4 (Seller's Representations and Warranties) of the Master Framework Agreement (See "Overview of Certain Transaction Documents - Lease Receivables Sale Agreement" below). Pursuant to the Greek Assignment Agreement, the Seller will transfer and assign all its rights attaching to the Lease Receivables Portfolio to the Issuer. Real Estate Lease Receivables: Equipment Lease Receivables: Vehicle Lease Receivables: Lease Assets: The Real Estate Lease Receivables derive from Real Estate Lease Contracts. The Equipment Lease Receivables derive from Equipment Lease Contracts. The Vehicle Lease Receivables derive from Vehicle Lease Contracts. The Lease Assets consist of Real Estate, Equipment and Vehicles. - 10 -
Real Estate: Equipment: Vehicles: Payments in respect of Lease Receivables: The Real Estate Lease Contracts relate to commercial real estate (including offices, retail outlets, hotels, factories and logistic warehouses) (the "Real Estate"). The Equipment Lease Contracts relate to certain personal property (including machinery, trucks, buses and furniture) (the "Equipment"). The Vehicle Lease Contracts relate to passenger cars and motorcycles (the "Vehicles"). The Lease Receivables in respect of a Lease Contract, are all amounts due under or in respect of such Lease Contract including: (i) payments in respect of the Rental Element, (ii) any interest, including default interest on the Rental Element on any due date, any reimbursement of costs and expenses of the Lessor, (iii) any proceeds received by the Lessor under insurance policies or other payments under any Related Security and (iv) together with any other rights and accessories pertaining to the Lease Contracts but excluding any payments in respect of the Residual Value and any penalty. The terms of each Lease Contract are governed by Greek law and the laws of either the Courts of Athens or other competent courts in Greece shall have jurisdiction in relation thereto. Rental Element: Residual Value: Lessees: Purchase of Initial Portfolio of Lease Receivables The Rental Element in respect of a Lease Contract is the monetary amount due by the Lessee on each due date under the Lease Contract in respect of the rental of the relevant Lease Asset. The Residual Value in respect of a Lease Contract is the lump sum payable at the maturity of the Lease Contract by the Lessee, where the Lessee exercises its discretion, to obtain legal and beneficial ownership of the relevant asset under the Lease Contract. The Lessees in respect of the Lease Contracts are each small, medium and large businesses in Greece. Under the terms of the Lease Receivables Sale Agreement and the Greek Assignment Agreement, the Seller will sell, assign and transfer to the Issuer and the Issuer will, subject to satisfaction of certain conditions precedent, purchase from the Seller, the Initial Lease Receivables Portfolio and all rights attaching thereto on the Closing Date. The Initial Lease Receivables Portfolio will consist of Lease Receivables (excluding accrued interest) purchased by the Issuer from the Seller on the Closing Date. The Initial Lease Receivables Portfolio will be drawn from, and will substantially comprise the Lease Receivables contained in the Provisional Lease Receivables Portfolio and selected by the Seller on the Cut-Off Date immediately preceding the Closing Date. The Initial Lease Receivables Portfolio will exclude Lease Receivables: which have been paid in full, in respect of which Enforcement Procedures have commenced, (c) which do not comply with the Eligibility Criteria and the Seller - 11 -
Lease Receivables Warranties as at the Closing Date, or (d) which need to be removed to ensure that the Aggregate Lease Outstanding Balance of the Lease Contracts in respect of the Lease Receivables in the Initial Lease Receivables Portfolio is as close as possible to but does not exceed the aggregate Principal Amount Outstanding of the Notes as at the Closing Date. "Enforcement Procedures" means the exercise of rights and remedies against a Lessee in respect of such Lessee's obligations arising from any Lease Receivables where such Lessee is in default. Consideration for Purchase of the Initial Lease Receivables Portfolio: In consideration for the transfer and assignment of the Initial Lease Receivables Portfolio together with all rights attaching thereto on the Closing Date, the Issuer will pay the Initial Purchase Price to the Seller and will agree to pay any Deferred Purchase Price derived from the Lease Receivables Portfolio to the Seller from Available Funds in accordance with the relevant Payments Priorities. On the Closing Date the Issuer will estimate the Initial Purchase Price and will apply the proceeds of the issue of the Notes towards payment of such estimated amount. To the extent the actual Initial Purchase Price is not equal to the estimated Initial Purchase Price following a reconciliation on or about five Business Days after the Closing Date, the Issuer will either apply any retained proceeds of the issue of the Notes or receive a repayment from the Seller, in payment to the Seller of any difference between such amounts. Any surplus proceeds of the issue of the Notes will be included as Issuer Principal Receipts for the first Collection Period. "Deferred Purchase Price" means an amount calculated by the Transaction Manager as at each Calculation Date as being equal to the amount of any excess Available Funds held by the Issuer following the payment of, or provision for, the amounts referred to in items to (n) (inclusive) of the Pre- Enforcement Payments Priorities or the amounts referred to in paragraphs to (h) (inclusive) of the Post-Enforcement Payments Priorities, as appropriate. Purchase of Additional Lease Receivables Portfolio during the Revolving Period: Under the terms of the Lease Receivables Sale Agreement and the Greek Assignment Agreement, during the Revolving Period, the Seller may offer to sell and assign to the Issuer and the Issuer will purchase from the Seller, an Additional Lease Receivables Portfolio and all rights arising therefrom on an Additional Purchase Date, subject to satisfaction of certain conditions precedent, including the availability to the Issuer of Issuer Principal Receipts in the Issuer Collection Account, the Issuer Transaction Account or the Loss Deficiency Account on such Additional Purchase Date in accordance with the Transaction Management Agreement and the Lease Receivables Sale Agreement. Any Additional Lease Receivables Portfolio must satisfy the Additional Lease Receivables Criteria in respect of the Lease Receivables Portfolio as if such Additional Lease Receivables - 12 -
Portfolio were part of the Lease Receivables Portfolio. Revolving Period: Amortisation Period: Seller Call Option: The Revolving Period will commence on the Closing Date and continue to (but exclude) the Amortisation Period Start Date. The Amortisation Period will commence on the Amortisation Period Start Date which will be the earlier of the Calculation Date falling on 1 April 2011; and the date on which an Amortisation Event occurs. The Seller may exercise the Seller Call Option granted by the Issuer pursuant to the Lease Receivables Sale Agreement to purchase, and have assigned to it by the Issuer, all (but not part) of the Lease Receivables Portfolio and all rights attaching thereto in full on the next Interest Payment Date by giving notice to the Issuer of not more than 70 days and not less than 40 days of such exercise. Such purchase will be in an amount equal to the Lease Outstanding Balance plus accrued but unpaid interest relating to the Lease Receivables Portfolio on such Interest Payment Date provided that the Seller will only purchase the Lease Receivables Portfolio on such Interest Payment Date if the Available Funds will be sufficient for the Issuer to discharge all his liabilities in respect of the Notes and any amounts to be paid pari passu with or in priority to the Notes according to the relevant Payments Priorities on such Interest Payment Date. Seller Defaulted Call Option: Following receipt of a notice from the Servicer that any Lease Receivables have become Defaulted Lease Receivables, the Seller may, by giving the Issuer and the Trustee notice of not more than 7 days and not less than 1 day, exercise the Seller Defaulted Call Option granted by the Issuer pursuant to the Lease Receivables Sale Agreement to allow the Seller to purchase and have assigned to it by the Issuer on any Business Day, any Defaulted Lease Receivables and all rights attaching thereto as are specified in such notice. The consideration payable by the Seller to the Issuer on the relevant Business Day in respect of the purchased Defaulted Lease Receivables shall be an amount equal to the Lease Outstanding Balance plus accrued but unpaid interest relating to the Lease Receivables of the portfolio of Defaulted Lease Receivables to be purchased on such Business Day. The Seller may, instead of purchasing Defaulted Lease Receivables from the Issuer, require the Issuer to accept in consideration for the purchase, the transfer of Substitute Lease Receivables such that the aggregate of the Lease Outstanding Balance of such Substitute Lease Receivables together with any cash consideration equals the cash consideration that would have been payable by the Seller to the Issuer. In addition, the Additional Lease Receivables Criteria must be satisfied in respect of the Lease Receivables Portfolio, if such Substitute Lease Receivables are to be included in the Lease Receivables Portfolio. If the Seller decides not to exercise the Seller Defaulted Call Option, the Seller will give notice to the Issuer of such decision within 7 days of a Lease Receivable becoming a Defaulted Lease Receivable. The Issuer will use - 13 -
Available Funds in accordance with the Payments Priorities to fund the Loss Deficiency Account, and use amounts credited to such account to purchase Additional Lease Receivables from the Seller. Seller Insurance Claim Call Option: Following receipt of a notice from the Servicer that a Lease Contract is subject to an insurance claim by the Lessor or the Lessee, the Seller may, by giving the Issuer and the Trustee notice of not more than 7 days and not less than 1 day, exercise the Seller Insurance Claim Call Option granted by the Issuer pursuant to the Lease Receivables Sale Agreement to allow the Seller to purchase and have assigned to it by the Issuer on any Business Day, any Lease Receivables arising from a Lease Contract that is subject to an insurance claim by the Lessor or the Lessee and all rights attaching thereto as are specified in such notice. The consideration payable by the Seller to the Issuer on the relevant Business Day in respect of such Lease Receivables shall be an amount equal to the Lease Outstanding Balance plus accrued but unpaid interest relating to the Lease Contract in respect of such Lease Receivables to be purchased on such Business Day. The Seller may, instead of purchasing Lease Receivables arising from a Lease Contract that is subject to an insurance claim from the Issuer, require the Issuer to accept in consideration for the purchase, the transfer of Substitute Lease Receivables such that the aggregate of the Lease Outstanding Balance of the Lease Contracts in respect of such Substitute Lease Receivables together with any cash consideration equals the cash consideration that would have been payable by the Seller to the Issuer. In addition, the Additional Lease Receivables Criteria must be satisfied in respect of the Lease Receivables Portfolio, if such Substitute Lease Receivables are to be included in the Lease Receivables Portfolio. If the Seller decides not to exercise the Seller Insurance Claim Call Option, the Seller will give notice to the Issuer of such decision within 7 days of receipt of notice from the Servicer that the Lessor or the Lessee intends to make or has made an insurance claim in relation to a Lease Asset. To the extent that the Seller chooses not to purchase Lease Receivables arising from a Lease Contract that is subject to an insurance claim pursuant to the Seller Insurance Claim Call Option, the Seller shall pay any Insurance Proceeds it receives in relation to such Lease Contract to the Issuer. Seller Non-Permitted Variation Call Option: Following receipt of a notice from the Servicer that the Servicer is unable to agree on behalf of the Issuer a proposed amendment, variation or waiver to a Lease Contract because such amendment, variation or waiver is not a Permitted Variation, the Seller may, by giving the Issuer and the Trustee notice of not more than 7 days and not less than 1 day, exercise the Seller Non-Permitted Variation Call Option granted by the Issuer pursuant to the Lease Receivables Sale Agreement to allow the Seller to purchase and have assigned to it by the Issuer on any Business Day, the Lease Receivables arising from such Lease Contract, and all rights attaching thereto as are specified in such notice. - 14 -