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Pangaea Prospectus - Irish Stock Exchange

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SUMMARY OF TERMS<br />

This summary does not purport to be complete and is qualified in its entirety by reference to the detailed<br />

information appearing elsewhere in this <strong>Prospectus</strong> and related documents referred to herein. Prospective<br />

investors are advised to read carefully, and should rely solely on, the detailed information appearing elsewhere<br />

in this document relating to the Notes in making their investment decision. Capitalised terms not specifically<br />

defined in this summary have the meanings set out in Condition 1 (Definitions) under “Conditions of the<br />

Notes”. References to a “Condition” or “Conditions” are to the specified Condition or Conditions in the<br />

“Conditions of the Notes” below. For a discussion of certain risk factors to be considered in connection with<br />

an investment in the Notes, see “Risk Factors”.<br />

The Issuer:<br />

Notes:<br />

<strong>Pangaea</strong> ABS 2007-1 B.V., a private company with limited liability<br />

(besloten vennootschap met beperkte aansprakelijkheid) incorporated under<br />

the laws of The Netherlands for the sole purpose of acquiring the Portfolio,<br />

issuing the Notes and engaging in certain related transactions, having its<br />

registered office at Locatellikade 1, 1076 AZ, Amsterdam, The Netherlands<br />

(the “Issuer”).<br />

€220,000,000 Class A Floating Rate Notes due 2096 (the “Class A Notes”);<br />

€16,000,000 Class B Floating Rate Notes due 2096 (the “Class B Notes”);<br />

€18,000,000 Class C Floating Rate Notes due 2096 (the “Class C Notes”);<br />

€22,000,000 Class D Deferrable Floating Rate Notes due 2096 (the “Class<br />

D Notes”);<br />

€16,000,000 Class E Deferrable Floating Rate Notes due 2096 (the “Class E<br />

Notes”);<br />

€5,000,000 Class F Deferrable Floating Rate Notes due 2096 (the “Class F<br />

Notes” and, together with the Class E Notes, the Class D Notes, the Class C<br />

Notes, the Class B Notes and the Class A Notes, the “Senior Notes”);<br />

€12,200,000 Subordinated Notes due 2096 (the “Subordinated Notes”);<br />

and<br />

€5,000,000 Class S1 Combination Notes due 2096 (the “Class S1<br />

Combination Notes”).<br />

The Senior Notes, the Subordinated Notes and the Class S1 Combination<br />

Notes are together referred to as the “Notes” and, each, a “Class” of Notes.<br />

The initial principal amount outstanding of the Class S1 Combination Notes<br />

will consist of €4,000,000 of the Class D Notes (the “Class S1/D<br />

Component”) and €1,000,000 of the Subordinated Notes (the “Class<br />

S1/Subordinated Component”). Each of the Class S1/D Component and<br />

the Class S1/Subordinated Component are collectively referred to as<br />

“Components” and are comprised in the related Class of Notes listed above<br />

and do not represent additional obligations of the Issuer. Unless the context<br />

otherwise requires, all references to the Class D Notes and the Subordinated<br />

Notes shall include the relevant Components comprised in the Class S1<br />

Combination Notes.<br />

The Notes will be constituted by and issued pursuant to a trust deed (the<br />

“Trust Deed”) between, amongst others, the Issuer and The Law Debenture<br />

Trust Corporation p.l.c. as Trustee (as defined below) on or about 23 March<br />

2007 (the “Closing Date”).<br />

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