OCI Euro Fund I B.V. - Irish Stock Exchange

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Issuer as defined in Rule 3c-5 of the Investment Company Act ("Knowledgeable Employees"), purchasing for its own account or for the account of a QIB or an institutional "accredited investor" which is also a QP or a company owned exclusively by QPs and/or "knowledgeable employees" with respect to the Issuer as defined in Rule 3c-5 of the Investment Company Act, in a transaction exempt from registration under the Securities Act.. Form, Registration and Transfer of the Notes: The Regulation S Notes of each Class (other than the Class A1 Notes and the AI Notes) sold outside the United States to non U.S. Persons in reliance on Regulation S under the Securities Act (which will be deposited on the Issue Date with Euroclear and Clearstream, Luxembourg) will each be represented on issue by beneficial interests in one or more permanent global certificates of such Class in fully registered form, without interest coupons or principal receipts (each, a "Regulation S Global Certificate" and together, the "Regulation S Global Certificates"). U.S. Persons may not hold an interest in a Regulation S Global Certificate at any time. See "Form of the Notes" and "Book-Entry Clearance Procedures" and "Transfer Restrictions" below. The Rule 144A Notes of each Class (other than the Class A1 Notes and the AI Notes) sold in reliance on Rule 144A to U.S. Persons who are QIBs for the purposes of Rule 144A of the Securities Act and QPs for the purposes of the Investment Company Act will each be represented on issue by beneficial interests in one or more permanent global certificates of such class (each, a "Rule 144A Global Certificate" and together, the "Rule 144A Global Certificates"), in fully registered form, without interest coupons or principal receipts, which will be deposited on or about the Issue Date with DTC. Ownership interests in the Rule 144A Global Certificates will be shown on, and transfers thereof will only be effected through records maintained by DTC and its participants. Purchasers and transferees of Notes will be deemed to have made certain representations and agreements. The AI Notes sold to an institutional "accredited investor" which is also a QP ("AI Definitive Certificates") will be represented on issue by definitive note certificates in fully registered form, without interest coupons or principal receipts, and registered in the name of the owner thereof or its nominee. See "Form of the Notes", "Book-Entry Clearance Procedures" and "Transfer Restrictions" below. The Global Certificates will bear a legend, and such Global Certificates or any interest therein, may not be transferred except in compliance with the transfer restrictions set out in such legend. See "Transfer Restrictions" below. No beneficial interest in a Rule 144A Global Certificate may be transferred to a person who takes delivery thereof through an interest in a Regulation S Global Certificate unless the transferor provides to a Transfer Agent with a written certification substantially in the form set out in the Trust Deed regarding compliance with certain of such transfer restrictions. Any transfer of a beneficial interest in a Regulation S Global Certificate to a person who takes delivery through an interest in a Rule 144A Global Certificate is also subject to certification requirements by the transferor substantially in the form set out in the Trust Deed and each purchaser thereof shall be deemed to represent that such purchaser is a QIB for purposes of Rule 144A of the Securities Act and a QP for the purposes of Section 3(c)(7) of the Investment Company Act. In addition, interests in any of the Regulation S Notes may not at any time be held by or 10:21\10 July 2007\LONDON\CWM\4369396.02 16
on behalf of any U.S. Person (as defined in Regulation S) or any U.S. resident (as determined for the purposes of the Investment Company Act). The Trust Deed provides that the Issuer may require the sale of any Note that has been transferred in breach of certain of such transfer restrictions. See "Risk Factors — Investment Company Act" and "Transfer Restrictions". The Class A1 Definitive Certificates will be exchangeable for Class A1 Notes in global form in the circumstances specified in Condition 2(j) (Exchange of Class A1 Notes). Certain ERISA Considerations: Governing Law: Listing: Tax Status: Withholding Tax: Ratings of Combination Notes: See "Certain ERISA Considerations" below. The Notes, the Trust Deed, the Investment Management Agreement, the Agency Agreement, the Class A1 Note Purchase Agreement and all other Transaction Documents will be governed by English law, except for the Management Agreement, which will be governed by Dutch law, the Derivative Transactions which may be governed by either English law or New York law, any Collateral Acquisition Agreements which may be governed by other governing laws, the Euroclear Pledge Agreement and the Class P OAT Strips Pledge Agreement which will be governed by Belgian law. Application has been made to the Irish Financial Services Regulatory Authority, as competent authority under Directive 2003/71/EC, for the Prospectus to be approved. Application has been made to the Irish Stock Exchange for the Notes to be admitted to the Official List and trading on its regulated market. Such approval relates only to Notes which are to be admitted to trading on the regulated market of the Irish Stock Exchange or other regulated markets for the purposes of Directive 93/22/EEC or which are to be offered to the public in any Member State of the European Economic Area. See "General Information". See "Tax Considerations". Payments of interest and principal on the Notes may be subject to income taxes, including applicable withholding taxes (if any), and other taxes (if any) and the Issuer will not be obliged to pay any additional amounts in relation thereto. See Condition 9 (Taxation). The Class P Combination notes will be rated "Aaa" by Moody's. See "Ratings of the Notes". 10:21\10 July 2007\LONDON\CWM\4369396.02 17
Page 1 and 2: OCI Euro Fund I B.V. (a private com
Page 3 and 4: Trustee, the Custodian nor any Agen
Page 5 and 6: PERSONS IN RELIANCE ON REGULATION S
Page 7 and 8: GERMAN SECURITIES PROSPECTUS ACT AN
Page 9 and 10: REOFFERING OR RESALE, DIRECTLY OR I
Page 11 and 12: TABLE OF CONTENTS Page SUMMARY.....
Page 13 and 14: SUMMARY The following is a summary
Page 15 and 16: Class P OAT Strips: denominated in
Page 17 and 18: Deferral of Interest: Redemption of
Page 19 and 20: Interest Proceeds Priority of Payme
Page 21 and 22: Principal Proceeds Priority of Paym
Page 23 and 24: Purchase of Collateral Debt Obligat
Page 25 and 26: (b) (c) (d) (e) relevant Measuremen
Page 27: Authorised Denominations: Regulatio
Page 31 and 32: 2.2 Limited Recourse Obligations Th
Page 33 and 34: payable on the Class B Notes, Class
Page 35 and 36: 2.12 Future Ratings of the Rated No
Page 37 and 38: to 20 per cent. per annum of the as
Page 39 and 40: holder files certain United States
Page 41 and 42: Obligations and could ultimately af
Page 43 and 44: Senior Loans and Mezzanine Obligati
Page 45 and 46: ating the Notes or any recovery rat
Page 47 and 48: Prospective investors in the Notes
Page 49 and 50: Investments bear interest on a part
Page 51 and 52: the holders of the Class F Subordin
Page 53 and 54: with the terms of the Agency Agreem
Page 55 and 56: account advised and/or managed by a
Page 57 and 58: 8. Forced Transfer Each initial pur
Page 59 and 60: For the purposes of these Condition
Page 61 and 62: (b) (c) (d) (e) (f) (g) (h) (i) (j)
Page 63 and 64: eceivable on such Non-Euro Obligati
Page 65 and 66: (e) (f) (g) (h) the Class C Notes;
Page 67 and 68: "Class A1 Dollar Rate of Interest"
Page 69 and 70: "Class A2 Floating Rate of Interest
Page 71 and 72: determined by the Collateral Admini
Page 73 and 74: so that the aggregate amount of suc
Page 75 and 76: "Credit Short Obligation Counterpar
Page 77 and 78: of any Credit Short Obligation Repl
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"Derivative Counterparty Downgrade
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"Effective Date" means the earlier
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isk, any Dutch Ineligible Securitie
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(b) (c) the identity of the protect
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(C) (D) (E) (F) (G) (H) any amounts
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"Management Agreement" means the ma
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(i) (j) to the payment on a Pro Rat
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"Payment Date Report" means the acc
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of Payment on such Payment Date) an
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a Business Day (unless it would fal
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"Revolving Security" means any Coll
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"Scheduled Periodic Issuer Credit S
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Collateral Balance (calculated usin
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"Unused Proceeds Accounts" means th
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substantiating that it is a QIB/QP
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minimum profit required to be retai
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is not satisfied on the related Det
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Tests elect to use Principal Procee
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the Initial Rate of Exchange) of St
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eason solely that there are insuffi
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Notwithstanding any other provision
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(T) (U) (V) (W) (X) all amounts tra
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into, respectively, the Euro Intere
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(5) at any time, any Scheduled Peri
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The Issuer will procure payment of
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(C) (D) (E) at any time, any amount
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security interest referred to in (i
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security to a third party the Issue
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(e) Exercise of Rights in Respect o
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(A) (B) the Notes, or any document
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"Deferred Interest") shall be defer
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Floating Rate of Interest, Class D
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However the Issuer shall provide Wr
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(o) Notification of Class A1 Rate o
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Collateral Type (C) amounts receiva
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(e) Class A1 Repayments Provided th
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payable in respect of such Notes an
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ecomes due and payable or, followin
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(f) Non-payment of distributions on
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(J) (K) (L) (M) (N) (O) (P) to the
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Ordinary Resolution of all Notehold
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then in addition to such Extraordin
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interest in the outcome of the conf
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USE OF PROCEEDS The estimated net p
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Any interest in a Regulation S Glob
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Exchange of Global Certificates for
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BOOK-ENTRY CLEARANCE PROCEDURES The
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indirect participants, the ability
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RATINGS OF THE NOTES It is a condit
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THE ISSUER General The Issuer was i
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THE INVESTMENT MANAGER The informat
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Bodie worked in The Chase Manhattan
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Other than with respect to the Ramp
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(q) (r) (s) (t) (u) (v) (w) (x) (y)
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Principal Balance of the Collateral
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Criteria (determined for this purpo
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(a) (b) (c) (d) (e) (f) to the Inve
Page 193 and 194:
Enhancement Obligation that is sold
Page 195 and 196:
notwithstanding that it may not sat
Page 197 and 198:
Offsetting Credit Default Swap The
Page 199 and 200:
Each Class A1 Drawing is subject to
Page 201 and 202:
(c) where neither paragraphs (a) no
Page 203 and 204:
For any given case: (a) (b) (c) the
Page 205 and 206:
S&P Breakeven Rate Case Recovery Sc
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Minimum Weighted Average Recovery R
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The "Class E Scenario Default Rate"
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(c) (d) (e) an "Equivalent Unit Sco
Page 213 and 214:
Diversity Score Table Aggregate Ind
Page 215 and 216:
Revolving Security bears interest a
Page 217 and 218:
with the acquisition thereof by the
Page 219 and 220:
shall be one subcategory above the
Page 221 and 222:
Removal for Cause The Investment Ma
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exercising a degree of skill and at
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DESCRIPTION OF THE COLLATERAL ADMIN
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Termination No additional Class A1
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HEDGING ARRANGEMENTS 1. General The
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In the event that the Issuer receiv
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"Initial Rating Event" means with r
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DESCRIPTION OF THE REPORTS Terms us
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Principal Proceeds in Substitute Co
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(h) (i) a list of the Collateral De
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This summary does not address the D
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eciprocal provision of information
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Any gains realized upon a sale or p
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discussed herein), charitable remai
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existing on the Initial Issue Date
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Election to Treat All Interest as O
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equity interests in the Issuer, the
Page 255 and 256:
U.S. Shareholder), then solely for
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Tax Treatment of Tax-Exempt U.S. Ho
Page 259 and 260:
withholding rules. The application
Page 261 and 262:
egulations promulgated by the U.S.
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or may have entered into, on behalf
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or for the accounts of QIBs, each o
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(j) Israel This offer is intended s
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in the Rule 144A Notes (except when
Page 271 and 272:
ASSETS OF SUCH GENERAL ACCOUNT CONS
Page 273 and 274:
e null and void ab initio and the I
Page 275 and 276:
OF SECTION 406 OF ERISA OR SECTION
Page 277 and 278:
subject to any federal, state, loca
Page 279 and 280:
to a purchaser that does not comply
Page 281 and 282:
THE FAILURE TO PROVIDE THE ISSUER,
Page 283 and 284:
4. No Significant or Material Chang
Page 285 and 286:
INDEX OF DEFINED TERMS Page €....
Page 287 and 288:
Class A Noteholders ...............
Page 289 and 290:
Class C Margin ....................
Page 291 and 292:
Controlling Class..................
Page 293 and 294:
Dollar Margin......................
Page 295 and 296:
Form-Approved Credit Short Obligati
Page 297 and 298:
Issuer ............................
Page 299 and 300:
Participants ......................
Page 301 and 302:
Reference Banks ...................
Page 303 and 304:
Securities Act.....................
Page 305 and 306:
Unused Proceeds Interest Account...
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OCI Euro Fund I B.V. - Irish Stock Exchange

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