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

RISK FACTORS
An investment in the Notes of any Class involves certain risks, including risks relating to the Collateral
securing such Notes and risks relating to the structure and rights of such Notes and the related
arrangements. Prospective investors should carefully consider the following factors ("Risk Factors", in
addition to the matters set forth elsewhere in this Prospectus, prior to investing in any Notes. Terms not
defined in this section and not otherwise defined above have the meanings set out in Condition 1
(Definitions) of the "Terms and Conditions of the Notes".
1. General
1.1 General
It is intended that the Issuer will invest in Collateral Debt Obligations with certain risk characteristics as
described below and subject to the investment policies, restrictions and guidelines described in "The
Portfolio" below. There can be no assurance that the Issuer’s investments will be successful, that its
investment objectives will be achieved, that the Noteholders will receive the full amounts payable by the
Issuer under the Notes or that they will receive any return on their investment in the Notes. Prospective
investors are therefore advised to review this entire Prospectus carefully and should consider, among
other things, the risk factors set out in this section before deciding whether to invest in the Notes.
Except as is otherwise stated below, such risk factors are generally applicable to all Classes of Notes,
although the degree of risk associated with each Class of Notes will vary according to its position in
terms of priority in the Priorities of Payment. See Condition 3(c) (Pre-Enforcement Priority of
Payments). In particular, payments in respect of the Class A Notes are generally higher in the Priorities
of Payment than those in respect of the Class B Notes, the Class C Notes, the Class D Notes, the Class
E Notes and the Class F Subordinated Notes. Neither the Initial Purchaser nor the Collateral
Administrator nor the Trustee nor the Investment Manager undertakes to review the financial condition
or affairs of the Issuer during the life of the arrangements and transactions contemplated by this
Prospectus nor to advise any investor or potential investor in the Notes of any information coming to the
attention of the aforementioned parties which is not included in this Prospectus.
1.2 Suitability
Prospective purchasers of the Notes of any Class should ensure that they understand the nature of such
Notes and the extent of their exposure to risk, that they have sufficient knowledge, experience and
access to professional advisers to make their own legal, tax, accounting and financial evaluation of the
merits and risks of investment in such Notes and that they consider the suitability of such Notes as an
investment in the light of their own circumstances and financial condition.
1.3 Combination Notes
Each of the Risk Factors herein applies to the Combination Notes to the extent that the Components of
any Combination Note correspond to any Classes of Notes to which these Risk Factors apply. The
Class P Combination Notes while having the economic substance of Combination Notes are technically
principal and 9 per cent. fixed rate coupon notes.
2. Relating to the Notes
2.1 Limited Liquidity and Restrictions on Transfer
Although there is currently a market for notes representing collateralised debt obligations similar to the
Notes, there is currently no market for the Notes themselves. Although the Initial Purchaser has advised
the Issuer that it intends to make a market for the Notes, the Initial Purchaser is not obliged to do so,
and any such market-making may be discontinued at any time without notice. There can be no
assurance that any secondary market for any of the Notes will develop or, if a secondary market does
develop, that it will provide the Noteholders with liquidity of investment or that it will continue for the life
of such Notes. Consequently, a purchaser must be prepared to hold such Notes for an indefinite period
of time or until the Maturity Date. In addition, no sale, assignment, participation, pledge or transfer of
the Notes may be effected if, among other things, it would require any of the Issuer or any of their
officers or directors to register under, or otherwise be subject to the provisions of, the Investment
Company Act or any other similar legislation or regulatory action. Furthermore, the Notes will not be
registered under the Securities Act or any U.S. state securities laws, and the Issuer has no plans, and is
under no obligation, to register the Notes under the Securities Act. The Notes are subject to certain
transfer restrictions and can be transferred only to certain transferees. See "Plan of Distribution" and
"Transfer Restrictions". Such restrictions on the transfer of the Notes may further limit their liquidity.
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