Titan Europe 2007-1 (NHP) Limited - Irish Stock Exchange

DESCRIPTION OF THE NOTES
General
Each class of Notes will be represented by one or more Regulation S Global Notes and one or more Rule
144A Global Notes in fully registered form without coupons attached (all such Global Notes being herein
referred to as, the “Global Notes”, each, a “Global Note”). Each Global Note will be serially numbered with an
identifying number which will be recorded in the Register which the Issuer shall procure will be kept by the
Registrar at its specified office. The Global Notes will be deposited with ABN AMRO Bank N.V. (London
Branch) as common depository (the “Common Depository”) for the account of Euroclear and Clearstream,
Luxembourg, and will be registered in the name of the Common Depository (or its nominee).
Upon confirmation by the Common Depository that it has custody of the Regulation S Global Notes and the
Rule 144A Global Notes, Euroclear or Clearstream, Luxembourg, as the case may be, will record Book-Entry
Interests representing beneficial interests in the Regulation S Global Notes and the Rule 144A Global Notes
relating thereto.
Book-Entry Interests in respect of Global Notes will be recorded in original denominations of £50,000 and
integral multiples of £1,000 in excess thereof with the exception of the Class E Notes, which will be recorded in
denominations of £50,000 and integral multiples of £1 in excess thereof). Ownership of Book-Entry Interests in
respect of Global Notes will be limited to persons that have accounts with Euroclear or Clearstream,
Luxembourg (“participants”) or persons that hold interests in the Book-Entry Interests through participants
(“indirect participants”), including, as applicable, banks, brokers, dealers and trust companies that clear
through or maintain a custodial relationship with Euroclear or Clearstream, Luxembourg either directly or
indirectly. Indirect participants shall also include persons that hold beneficial interests through such indirect
participants. Book-Entry Interests will not be held in definitive form. Instead, Euroclear and Clearstream,
Luxembourg, as applicable, will credit the participants’ accounts with the respective Book-Entry Interests
beneficially owned by such participants on each of their respective book-entry registration and transfer systems.
The accounts to be credited shall be designated by the Common Depository. Ownership of Book-Entry Interests
will be shown on, and transfers of Book-Entry Interests or the interests therein will be effected only through,
records maintained by Euroclear or Clearstream, Luxembourg (with respect to the interests of indirect
participants) and on the records of participants or indirect participants (with respect to the interests of their
participants). The laws of some jurisdictions or other applicable rules may require that certain purchasers of
securities take physical delivery of such securities in definitive form. The foregoing limitations may therefore
impair the ability of persons within such jurisdiction or otherwise subject to the laws thereof to own, transfer or
pledge Book-Entry Interests.
Except as set forth below under “—Issuance of Definitive Notes”, participants or indirect participants will
not be entitled to have Notes registered in their names, will not receive or be entitled to receive physical delivery
of Notes in definitive registered form and will not be considered the holders thereof under the Note Trust Deed.
Accordingly, each person holding a Book-Entry Interest must rely on the rules and procedures of the Common
Depository and Euroclear or Clearstream, Luxembourg, as the case may be, and indirect participants must rely
on the procedures of the participant or indirect participants through which such person owns its interest in the
relevant Book-Entry Interests to exercise any rights and obligations of a holder of Notes under the Note Trust
Deed.
Unlike legal owners or holders of the Notes, holders of the Book-Entry Interests will not have the right
under the Note Trust Deed to act upon solicitations by the Issuer of consents or requests by the Issuer for
waivers or other actions from Noteholders. Instead a holder of Book-Entry Interests will be permitted to act
only to the extent it has received appropriate proxies to do so from Euroclear or Clearstream, Luxembourg (as
the case may be) and, if applicable, their participants. There can be no assurance that procedures implemented
for the granting of such proxies will be sufficient to enable holders of Book-Entry Interests to vote on any
requested actions on a timely basis. Similarly, upon the occurrence of a Note Event of Default under the Notes,
holders of Book-Entry Interests will be restricted to acting through Euroclear, Clearstream, Luxembourg and the
Common Depository unless and until Definitive Notes are issued in accordance with the Terms and Conditions.
There can be no assurance that the procedures to be implemented by Euroclear, Clearstream, Luxembourg and
the Common Depository under such circumstances will be adequate to ensure the timely exercise of remedies
under the Note Trust Deed.
Purchasers of Book-Entry Interests in a Global Note pursuant to Rule 144A will hold Book-Entry Interests
in the Rule 144A Global Note relating thereto. Investors may hold their Book-Entry Interests in respect of a
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