OFFERING CIRCULAR SUPPLEMENT CLARIS LIMITED as Issuer ...

ANNEX 1
CONSEQUENCES OF A CREDIT EVENT, REDEMPTION OR CANCELLATION OF
SOME OR ALL OF THE NOTES OR OF A FURTHER ISSUANCE
(this Annex forms part of the Issue Terms to which it is attached)
1. Capitalised terms used in this Annex 1 and not otherwise defined in the Offering Circular
Supplement have the meanings given to them in the Default Swap.
Consequences of a Credit Event
2. If, following the occurrence of a Credit Event, the Issuer is obliged under the terms of the
Default Swap to pay to the Default Swap Counterparty a Cash Settlement Amount, then the
Issuer shall:
(i)
(ii)
(iii)
(iv)
(v)
procure the liquidation of to the lesser of (a) the Main Deposit and (b) such amount of
the Main Deposit as will be sufficient to raise the Required Cash Amount;
(only to the extent that the Required Cash Amount exceeds the Main Deposit), realise
such nominal amount of the Securities as will be sufficient (or if the whole amount is
not sufficient, the whole nominal amount of Securities), when aggregated with the
termination amount either positive or negative arising as a consequence of the
induced termination of the Interest Rate Swap pursuant to paragraph (iii) below, to
raise the Required Cash Amount Shortfall. Such nominal amount of Securities is
referred to herein as the “Nominal Securities Realisation Amount” (and, for the
avoidance of doubt, in the event that Securities have to be realised, the excess of such
Nominal Securities Realisation Amount over the resultant of (i) the Required Cash
Amount Shortfall divided by (ii) the realisation price (expressed as a percentage) of
the Securities shall be less than the lowest tradable amount of the Securities);
to the extent that any realisation or liquidation occurs pursuant to sub-paragraph (ii)
above, effect a corresponding partial termination of the Interest Rate Swap, such
termination to be by an amount equal to the Nominal Securities Realisation Amount;
pay the Cash Settlement Amount to the Default Swap Counterparty and pay any
amounts payable, or receive any amounts to be paid by the Interest Rate Swap
Counterparty in connection with the partial termination of the Interest Rate Swap in
accordance with the terms of the Swap Agreement; and
put any Excess Realisation Proceeds on deposit under the Main Deposit.
3. In addition, if the Issuer is obliged under the terms of the Default Swap to pay to the Default
Swap Counterparty a Net Rebate Amount; the Issuer shall:
(i)
(ii)
procure liquidation of such amount of the Excess Deposit as is equal to the Net
Rebate Amount and pay such amount to the Default Swap Counterparty; and
procure liquidation of such amount of the Excess Deposit in order to pay the
additional interest amount described in paragraph 18(xiv)(2) of these Issue Terms and
shall pay such amount to the Noteholders.
The Issuer will rely on the Default Swap Counterparty for taking all actions in relation to the
occurrence of a Credit Event on its behalf (including administrative tasks in connection
thereto). The Default Swap Counterparty shall inform the Issuer, in writing, of any action
taken on its behalf as soon as practicable before such action.
4. For the purposes of the Notes:
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