OFFERING CIRCULAR SUPPLEMENT CLARIS LIMITED as Issuer ...

38(i), the Adjusted Aggregate Nominal Amount
of the Notes shall be reduced by an amount equal
to the relevant Notes Amortisation Amount(s) on
the relevant date the Notes are due for
redemption as described above.
5 (i) Issue Price: 100.00 per cent. of the Initial Aggregate Nominal
Amount
(ii) Net proceeds: EUR 25,000,000.
6 Specified Denominations: EUR 500,000 provided that the nominal amount
of each Note shall be adjusted as provided in
paragraph 4 above and paragraph 8 below.
7 Issue Date: 7 February 2006.
8 Maturity Date: Subject to the provisions of paragraph 30 below,
the Maturity Date shall be whichever is the
earlier of:
1. the later of:
(i)
(ii)
7 February 2026, subject to adjustment
in accordance with the Following
Business Day Convention (the
“Scheduled Maturity Date”); and
the last final Cash Settlement Date in
respect of the Unsettled Credit Events
(as defined below), if:
(A) the Calculation Agent
determines, in its sole and
absolute discretion, that one or
more Unsettled Credit Events
has occurred on or before the
Latest Determination Time; and
(B)
(C)
the Retained Amount (as defined
below) is greater and not equal
to zero; and
the Calculation Agent gives
notice thereof to the Issuer, the
Issuing and Paying Agent and
the Trustee not later than the
Latest Determination Time; and
2. the date on which the Adjusted
Aggregate Nominal Amount of the
Notes is reduced to zero pursuant to
paragraph 4 above (the “Revised
Maturity Date”).
Notwithstanding the foregoing, if the Maturity
Date is extended as provided above, the Issuer
shall, on the Scheduled Maturity Date, partially
7