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

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granted in respect of certain other matters, subject to the prior consent of the Trustee but without the consent of the Noteholders as set out in Condition 14(c) (Modification and Waiver). 2.14 Voting Rights of the Class A1 Noteholders For the purposes of voting on resolutions and issuing directions to the Trustee and any other decisions required to be made by the Class A1 Noteholders, votes and the applicable quorum shall be determined by reference to (i) in the event of a meeting of Class A1 Noteholders, the percentage which the Class A1 Notes voted in favour represent of the total amount of Class A1 Notes held or represented by any person or persons entitled to vote which are present at such meeting and (ii) in the event of a Written Resolution, the aggregate of the Principal Amount Outstanding of the Class A1 Notes and the Class A1 Available Commitment. 2.15 Enforcement Rights Following an Event of Default Following the occurrence of an Event of Default the Trustee may, at its discretion, and shall, at the request of the Controlling Class acting independently by Extraordinary Resolution subject in both cases to it being indemnified and/or secured to its satisfaction, give notice to the Issuer that the Notes are to be immediately due and payable following which the security over the Collateral shall become enforceable and may be enforced either by the Trustee, at its discretion, or if so directed by the Controlling Class acting independently by Extraordinary Resolution; provided, however, that the Notes shall not become so due and payable and the security over the Collateral may not be so accelerated and enforced unless: (a) (b) the Trustee determines that the anticipated proceeds realised from such enforcement (after deducting any reasonable expenses incurred in connection therewith) would be sufficient to discharge in full all amounts due and payable in respect of all Classes of Notes other than the Class F Subordinated Notes (including, without limitation, Deferred Interest on the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes) and all amounts payable in priority thereto pursuant to the Priorities of Payment (such determination being an "Enforcement Threshold Determination") and the senior Class Outstanding, acting by Extraordinary Resolution, and the Investment Manager consents to such determination; or consent to such enforcement is received by the Trustee from (i) the Controlling Class and (ii) each other Class of Notes where the Par Value Coverage Ratio, applicable to the Class of Notes ranking immediately senior to such Class of Notes, is greater than 100 per cent., in each case acting independently by an Extraordinary Resolution of such Class. The requirements described above could result in the Controlling Class being unable to procure enforcement of the security over the Collateral in circumstances in which they desire such enforcement and may also result in enforcement of such security in circumstances where the proceeds of liquidation thereof would be insufficient to ensure payment in full of all amounts due and payable in respect of the Senior Notes in accordance with the Priorities of Payment and/or at a time when enforcement thereof may be adverse to the interests to certain Classes of Notes and, in particular, the Class F Subordinated Notes. 2.16 German Investment Tax Act The German Investment Tax Act (Investmentsteuergesetz) (the "Investment Tax Act") applies only (i) to "units" (Investmentanteile) in investment funds held by investors who are resident in Germany for German tax purposes, (ii) to an investor holding units through a permanent establishment (or a permanent representative) in Germany or (iii) to an investor (other than a foreign credit institution or a foreign financial services institution) physically presenting units at the office of a German Disbursing Agent (as defined below) (an "over-the-counter transaction" – Tafelgeschäft). A "German Disbursing Agent" means a German credit institution or a German financial services institution each as defined in the German Banking Act (Kreditwesengesetz), including a German branch of a non-German credit institution or a non-German financial services institution, but excluding a non-German branch of a German credit institution or a German financial services institution. The Issuer has been advised that the Notes should not qualify as "units" in a foreign investment fund for the following reason: Based on a circular of the German Federal Ministry of Finance (Bundesministerium der Finanzen) dated 2 June 2005 (BStBl. I 2005 page 728 (732), sec. 6), the Notes will not be classified as "units in a foreign investment fund" if "according to the contractual conditions (Vertragsbedingungen), in addition to the substitution of debt securities for the purpose of ensuring size, maturity profile and risk structure only up 10:21\10 July 2007\LONDON\CWM\4369396.02 24
to 20 per cent. per annum of the assets (Vermögen) of the Issuer may, be traded on a discretionary basis by the Issuer". As set out in "The Portfolio", subsection "Management of the Portfolio", sub-paragraph "Discretionary Reinvestment during the Reinvestment Period", paragraph (c), the following rule is provided for: "During the Reinvestment Period only, the Investment Manager acting on behalf of the Issuer may dispose of any Collateral Debt Obligation (other than a Credit Improved Obligation, a Credit Impaired Obligation, a Defaulted Obligation or an <strong>Exchange</strong>d Equity Security which may only be sold in the circumstances provided below) and reinvest the Sale Proceeds (other than Collateral Enhancement Obligation Proceeds and accrued interest on such Collateral Debt Obligations included in Interest Proceeds by the Investment Manager) thereof in Substitute Collateral Debt Obligations, such sale and reinvestment being subject to: (…) (…) the Collateral Administrator confirming that the Aggregate Principal Balance of Collateral Debt Obligations sold in any year (with each year commencing on the Issue Date or, as the case may be, an anniversary thereof, and ending in the next succeeding anniversary thereof) when aggregated with the Aggregate Principal Balance of any Collateral Debt Obligations to be sold (in each case excluding any Credit Improved Obligations, Credit Impaired Obligations or Defaulted Obligations sold) does not exceed 20 per cent. of the Aggregate Collateral Balance, measured as at the beginning of each such year." There is no guidance as to how the tax authorities would apply the 20 per cent. threshold in detail and in particular whether they would include the dispositions of Credit Improved Obligations within the 20 per cent. threshold. Accordingly, the Issuer believes that good arguments exist that the rules taken from the Prospectus should comply with the rules established by the tax authorities in the above circular; however, no assurance can be given that the Investment Tax Act will not be applicable to the Class E Notes, the Class F Subordinated Notes and to the Class P Combination Notes. The Issuer has been advised that the tax authorities would be expected to follow the above interpretation issued by the German Federal Ministry of Finance. The tax authorities may, however, change their position with effect for the future or, although this is considered unlikely, with retroactive effect. Furthermore, there is no case law on this issue and the German courts may or may not share the view expressed by the German Federal Ministry of Finance, if the issue were ever brought to court. The Issuer will use its reasonable efforts to comply with the minimum statutory reporting and publication requirements of the Investment Tax Act (if applicable) for "semi-transparent" funds (the "Minimum Reporting Requirements") provided always that (i) compliance with such Minimum Reporting Requirements is not, in the opinion and at the entire discretion of the Issuer or Investment Manager in consultation with the Collateral Administrator, unduly onerous, (ii) the Issuer may satisfy such Minimum Reporting Requirements by providing the requisite financial information (upon such information being made available to it) to a professional German tax adviser with instructions to such adviser to re-format the relevant information as required as well as to certify the re-formatted information and to publish such information in the Electronic Federal Gazette in accordance with Section 5 of the Investment Tax Act on behalf of the Issuer and (iii) neither the Issuer, the Trustee, the Collateral Administrator, the Investment Manager nor any Agent shall have any liability whatsoever for any such information prepared and/or published under the Minimum Reporting Requirements or for any tax consequences to any Noteholder or other party. It is believed that, in consequence of compliance with such Minimum Reporting Requirements, investors holding Notes which are subject to the Investment Tax Act will not be subject to the lump-sum taxation provisions of section 6 of the Investment Tax Act, but that in principle the rules for semi-transparent funds will apply. Under the rules of the Investment Tax Act for semi-transparent funds, the Issuer's taxable earnings (e.g. payments of interest received) are in principle taxed in the hands of investors. Certain earnings retained by the Issuer (e.g. retained interest income) (if any) would be deemed to be distributed to investors holding Notes which are subject to the Investment Tax Act at the end of the Issuer's financial year in which the income was earned by the Issuer. Therefore, a tax liability for investors could arise before payments have actually been received. However, if the Issuer does not comply with the Minimum Reporting Requirements, or if the German tax authorities do not accept the validity of such reporting, the investors holding Notes which are subject to the Investment Tax Act will be subject to the adverse lump-sum taxation provisions of section 6 of the Investment Tax Act pursuant to which the higher of (i) distributions on such Notes, the interim profit (Zwischengewinn) and 70 per cent. of the annual increase in the market price of such Notes and (ii) 6 per cent. of the market price of such Notes at the end of every calendar year, (the "Assumed Profits") would be taxed. The interim profit represents mainly interest accrued or received by an investment fund (within the meaning of the Investment Tax Act) but not yet distributed or attributed to the investors in the fund. 10:21\10 July 2007\LONDON\CWM\4369396.02 25
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 and 28: Authorised Denominations: Regulatio
Page 29 and 30: on behalf of any U.S. Person (as de
Page 31 and 32: 2.2 Limited Recourse Obligations Th
Page 33 and 34: payable on the Class B Notes, Class
Page 35: 2.12 Future Ratings of the Rated No
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
Page 79 and 80: "Derivative Counterparty Downgrade
Page 81 and 82: "Effective Date" means the earlier
Page 83 and 84: isk, any Dutch Ineligible Securitie
Page 85 and 86: (b) (c) the identity of the protect
Page 87 and 88:
(C) (D) (E) (F) (G) (H) any amounts
Page 89 and 90:
"Management Agreement" means the ma
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(i) (j) to the payment on a Pro Rat
Page 93 and 94:
"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
Page 99 and 100:
"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
Page 109 and 110:
minimum profit required to be retai
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is not satisfied on the related Det
Page 113 and 114:
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
Page 131 and 132:
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
Page 139 and 140:
"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
Page 153 and 154:
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
Page 161 and 162:
then in addition to such Extraordin
Page 163 and 164:
interest in the outcome of the conf
Page 165 and 166:
USE OF PROCEEDS The estimated net p
Page 167 and 168:
Any interest in a Regulation S Glob
Page 169 and 170:
Exchange of Global Certificates for
Page 171 and 172:
BOOK-ENTRY CLEARANCE PROCEDURES The
Page 173 and 174:
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
Page 183 and 184:
Other than with respect to the Ramp
Page 185 and 186:
(q) (r) (s) (t) (u) (v) (w) (x) (y)
Page 187 and 188:
Principal Balance of the Collateral
Page 189 and 190:
Criteria (determined for this purpo
Page 191 and 192:
(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
Page 207 and 208:
Minimum Weighted Average Recovery R
Page 209 and 210:
The "Class E Scenario Default Rate"
Page 211 and 212:
(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
Page 223 and 224:
exercising a degree of skill and at
Page 225 and 226:
DESCRIPTION OF THE COLLATERAL ADMIN
Page 227 and 228:
Termination No additional Class A1
Page 229 and 230:
HEDGING ARRANGEMENTS 1. General The
Page 231 and 232:
In the event that the Issuer receiv
Page 233 and 234:
"Initial Rating Event" means with r
Page 235 and 236:
DESCRIPTION OF THE REPORTS Terms us
Page 237 and 238:
Principal Proceeds in Substitute Co
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(h) (i) a list of the Collateral De
Page 241 and 242:
This summary does not address the D
Page 243 and 244:
eciprocal provision of information
Page 245 and 246:
Any gains realized upon a sale or p
Page 247 and 248:
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
Page 265 and 266:
or for the accounts of QIBs, each o
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(j) Israel This offer is intended s
Page 269 and 270:
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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