OFFERING CIRCULAR SUPPLEMENT CLARIS LIMITED as Issuer ...

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This Offering Circular Supplement under which the Notes described herein (the “Notes”) are issued constitutes a securities note (the “Securities Note”) for the purposes of Article 5.3 of the Prospectus Directive (Directive 2003/71/EC) (the “Prospectus Directive”) and should be read in conjunction with the Offering Circular (the “Offering Circular”) dated 4 October 2005 issued in relation to the Euro 10,000,000,000 Secured Transaction Programme of Claris Limited, Claris 2 Limited and Iris SPV plc. The Offering Circular and this Offering Circular Supplement together constitute the prospectus (the “Prospectus”) with respect to the Notes prepared for the purposes of Article 5.3 of the Prospectus Directive. To the extent that the Offering Circular is inconsistent with this Offering Circular Supplement, this Offering Circular Supplement shall prevail. Terms defined in the Offering Circular shall, unless the context otherwise requires, bear the same meanings in this Offering Circular Supplement. This Offering Circular Supplement does not constitute, and may not be used for the purposes of, an offer of, or an invitation by or on behalf of anyone to subscribe or purchase any of the Notes. Application has been made to the Irish Financial Services Regulatory Authority (“IFSRA”), as competent authority under Directive 2003/71/EC, for the Securities Note to be approved. Application has been made to the Irish Stock Exchange Limited (“Irish Stock Exchange”) for the Notes to be admitted to the Official List and to trading on its regulated market. The regulated market of the Irish Stock Exchange is a regulated market for the purposes of the Investment Services Directive 93/22/EEC. Copies of this Securities Note will be filed with and are expected to be approved by the IFSRA. Subject as set out below, the Issuer accepts responsibility for the information contained in this document. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. The information contained herein relating to the issuer of the Securities and each other Obligor (as defined in the Conditions) has been accurately extracted from publicly available information the sources of which, as the case may be, are stated herein. The Issuer accepts responsibility for the accuracy of such extraction but accepts no further or other responsibility in respect of such information. So far as the Issuer is aware and/or able to ascertain from such publicly available information, no facts have been omitted which could render the reproduced information misleading. The Issuer has not been responsible for, nor has it undertaken, any investigation or verification of statements, including statements as to foreign law, contained in such information. Signed: _______________ Louise Kerhoat Director 2
TABLE OF CONTENTS RISK FACTORS .................................................................................................................................... 4 ISSUE TERMS ....................................................................................................................................... 6 ANNEX 1 ............................................................................................................................................. 32 CONSEQUENCES OF A CREDIT EVENT ................................................................................... 32 ANNEX 2 ............................................................................................................................................. 34 FORM OF CREDIT DEFAULT SWAP .......................................................................................... 34 GENERAL INFORMATION............................................................................................................... 89 Page 3
Page 1: OFFERING CIRCULAR SUPPLEMENT CLARIS
Page 5 and 6: Notes based upon their own judgemen
Page 7 and 8: 38(i), the Adjusted Aggregate Nomin
Page 9 and 10: the Margin (as defined in paragraph
Page 11 and 12: (viii) ISDA Determination (if diffe
Page 13 and 14: plus (iii) an amount determined by
Page 15 and 16: ecome due and payable as a result o
Page 17 and 18: (ix) Other Security Agreement: Not
Page 19 and 20: Consequences of Early Termination U
Page 21 and 22: Redemption Date”. In the event th
Page 23 and 24: the Issuer in respect of the Deposi
Page 25 and 26: the “Shortfall”), such Shortfal
Page 27 and 28: (ii) Unmatured Coupons to become vo
Page 29 and 30: subsequent consent provided by the
Page 31 and 32: Calculation Agent: Société Géné
Page 33 and 34: (i) “Aggregate Nominal Realisatio
Page 35 and 36: The Terms of the Transaction to whi
Page 37 and 38: divided by the actual number of day
Page 39 and 40: Additional Fixed Payment: Final Exc
Page 41 and 42: the Threshold, or (b) (c) the exces
Page 43 and 44: Factor: Valuation: Final Price: The
Page 45 and 46: copy to the Clearing System, the Pr
Page 47 and 48: Adjustment Date pursuant to Removal
Page 49 and 50: monitor.paris@moodys.com within 5 B
Page 51 and 52: Prime-1 and A1 respectively, subjec
Page 53 and 54:
sub-paragraph (d) below. (c) (d) Up
Page 55 and 56:
ABS Failure to Pay Principal: (a) T
Page 57 and 58:
Moody’s Rating, if applicable). C
Page 59 and 60:
Portfolio Administrator: Potential
Page 61 and 62:
protection seller expressly relatin
Page 64 and 65:
APPENDIX A INITIAL REFERENCE PORTFO
Page 66 and 67:
METRIS MASTER TRUST METRIS MASTER T
Page 68 and 69:
RESIDENTIAL ASSET MORTGAGE PRODUCTS
Page 70 and 71:
APPENDIX B Part I PORTFOLIO ADJUSTM
Page 72 and 73:
single-rating from one specified ra
Page 74 and 75:
(k) (l) (m) (n) (o) (p) the Moody
Page 76 and 77:
APPENDIX C Part I Moody’s Expecte
Page 78 and 79:
APPENDIX C Part II Moody’s ABS Cl
Page 80 and 81:
payment thereunder is independent o
Page 82 and 83:
APPENDIX C Part III Equivalent Mood
Page 84 and 85:
D. COLLATERALISED DEBT OBLIGATIONS:
Page 86 and 87:
APPENDIX C Part IV Moody’s Ideali
Page 88 and 89:
Input No. Content / Definition such
Page 90:
Registered office of the Issuer Cla
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