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

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Titan Europe 2007-1 (NHP) Limited Collateral and Structural Term Sheet 1 st May 2007 II. Transaction Overview (continued) Parties Issuer: Original Lender: Loan Arranger: Loan Seller: Sole Bookrunner: Manager: Rating Agencies: Servicer: Special Servicer: Hedging Counterparty: Advance Provider: Backup Advance Provider: Note Trustee: Cash Manager, Principal Paying Agent, Agent Bank and Registrar: Titan Europe 2007-1 (NHP) Limited CS Funding 1 Limited Credit Suisse, London Branch Libra 2007 (NHP) Limited Credit Suisse Securities (Europe) Limited Credit Suisse Securities (Europe) Limited Standard & Poor’s Rating Services, Moody’s Investors Service Inc. and Fitch Ratings Inc. Capmark Services Ireland Limited and Capmark Services UK Limited Capmark Services UK Limited Credit Suisse International Capmark Bank Europe p.l.c. ABN AMRO Bank N.V. (London Branch) ABN AMRO Trustees Limited ABN AMRO Bank N.V. (London Branch) NEITHER THIS DOCUMENT NOR ANY COPY HEREOF MAY BE SENT OR TAKEN OR TRANSMITTED INTO THE UNITED STATES OR CANADA OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR CANADA OR TO ANY U.S. PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED) OR CANADIAN PERSON EXCEPT TO A LIMITED NUMBER OF QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED. THIS DOCUMENT IS BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION, IS CONFIDENTIAL TO CLIENTS OF CREDIT SUISSE, AND MAY NOT BE REPRODUCED OR REDISTRIBUTED TO ANY OTHER PERSON. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, ANY SECURITIES. ANY SUCH OFFER OF SECURITIES WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS OR OFFERING CIRCULAR PREPARED BY THE ISSUER, WHICH COULD CONTAIN MATERIAL INFORMATION NOT CONTAINED HEREIN, AND TO WHICH THE PROSPECTIVE PURCHASERS ARE REFERRED. IN THE EVENT OF ANY SUCH OFFERING, THIS INFORMATION SHALL BE DEEMED SUPERSEDED, AMENDED AND SUPPLEMENTED IN ITS ENTIRETY BY SUCH PROSPECTUS OR OFFERING CIRCULAR. Page 4
Titan Europe 2007-1 (NHP) Limited Collateral and Structural Term Sheet 1 st May 2007 II. Transaction Overview (continued) Collateral Overview Loan: Cut-Off Date Securitised Principal Balance: £638,000,000 Aggregate Portfolio Value: £1,338,341,000 Loans/Properties: 1 senior tranche / 297 Properties (288 Freehold, 7 Leasehold (1) and 2 Freehold/Leasehold) Property Use Type (based on Annualised Base Rent): Care Home (2) : Staff Accommodation: 100.0% 0.0% (3) Beds: Registered Beds: 14,796 Rooms: Single: Double: 92.7% (68.1% ensuite) 7.3% (3.4% ensuite) Geographic Distribution (based on Cut-Off Date Securitised Principal Balance): England: 72.1% Scotland: 17.9% Wales: 6.8% Northern Ireland: 3.2% Credit Statistics: Securitised Debt Total Debt Cut-Off Date U/W ICR (4) : Cut-Off Date U/W DSCR (4) : Cut-Off Date LTV (6) : Maturity LTV (7) : 1.79x 1.79x 47.7% 47.7% 1.05x (5) 1.00x (5) 87.6% 87.6% Loan Characteristics: Loan Seasoning (8) : Remaining Loan Term (9) : 3 months 1.75 years Occupancy (10) : 90.0% Due Dates: The Credit Agreement provides that payment of quarterly instalments of interest and principal, if applicable, are due on the 15 th calendar day of each January, April, July and October or, if such day is not a Business Day, then on the next succeeding Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not). Cut-Off Date: 15 th April 2007 (1) With respect to five leasehold Properties in England, one leasehold Property in Scotland and one leasehold Property in Northern Ireland, the reversion of the lease is not held by a Borrower Group company. (2) Includes two parcels of adjacent land, the aggregate value of which is £250,000, as well as one property that offers mental healthcare services. (3) Staff accommodation properties provide residential facilities for staff and represent aggregate Annualised Base Rent of £2,500. (4) “U/W ICR” and “U/W DSCR” mean, with respect to the Securitised Loan and Whole Loan (i) U/W NOI divided by (ii) scheduled total interest (in the case of Cut-Off Date U/W ICR) or debt service (in the case of Cut-Off Date U/W DSCR) due on the Cut-Off Date Securitised Loan or Cut-Off Date Whole Loan, respectively, for the first four quarterly payment dates after the Cut-Off Date. For the purposes of calculations in this document, LIBOR is assumed to be 4.8130%, which is equivalent to the fixed rate payable by the Borrower under the related Swap Transactions. (5) With respect to the Libra Whole Loan, the U/W ICR and U/W DSCR are calculated after taking into account amounts on deposit in the Cash Reserve Account in order to comply with the minimum Interest Cover covenant of 1.05x (and resulting in a Libra Whole Loan U/W DSCR of 1.00x based on no principal repayment). Excluding the benefit of the Cash Reserve Account, the Libra Whole Loan U/W ICR is 0.89x and the Libra Whole Loan U/W DSCR is 0.89x. For the purposes of calculations in this document, LIBOR is assumed to be 4.8130%, which is equivalent to the fixed rate payable by the Borrower under the related Swap Transactions. (6) Based on the Cut-Off Date Securitised Principal Balance or Cut-Off Date Whole Loan Principal Balance divided by the Value as set forth in the Valuation Report. (7) Based on the Whole Loan or Securitised Principal Balance, respectively, at the Loan Maturity Date assuming no prepayments, divided by the Value at the Valuation Date. (8) As of the Cut-Off Date. (9) Assumes that Borrower does not exercise the one-year Libra Whole Loan extension option. (10) Based on total number of rooms occupied. Based on the Occupational Leases, the occupancy is 100.0%. NEITHER THIS DOCUMENT NOR ANY COPY HEREOF MAY BE SENT OR TAKEN OR TRANSMITTED INTO THE UNITED STATES OR CANADA OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR CANADA OR TO ANY U.S. PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED) OR CANADIAN PERSON EXCEPT TO A LIMITED NUMBER OF QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED. THIS DOCUMENT IS BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION, IS CONFIDENTIAL TO CLIENTS OF CREDIT SUISSE, AND MAY NOT BE REPRODUCED OR REDISTRIBUTED TO ANY OTHER PERSON. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, ANY SECURITIES. ANY SUCH OFFER OF SECURITIES WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS OR OFFERING CIRCULAR PREPARED BY THE ISSUER, WHICH COULD CONTAIN MATERIAL INFORMATION NOT CONTAINED HEREIN, AND TO WHICH THE PROSPECTIVE PURCHASERS ARE REFERRED. IN THE EVENT OF ANY SUCH OFFERING, THIS INFORMATION SHALL BE DEEMED SUPERSEDED, AMENDED AND SUPPLEMENTED IN ITS ENTIRETY BY SUCH PROSPECTUS OR OFFERING CIRCULAR. Page 5
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OFFERING CIRCULAR £638,100,000 Tit
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NOTICE TO INVESTORS The Notes of ea
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TRUE, COMPLETE AND NOT MISLEADING.
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(a) to legal entities which are aut
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all materials of any kind (includin
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EXECUTIVE SUMMARY This Executive Su
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STRUCTURE CHART The diagram below i
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Special Servicer ..................
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• relate to a particular Payment
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(b) charges over accounts into whic
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Period (such amounts, collectively,
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espect of the timing or manner of e
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Principal and interest on the Class
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interest determined by reference to
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The Class V Notes will be subject t
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Prospectus to be approved. Applicat
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(b) NAI Amounts have been allocated
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(xvii) seventeenth, to pay to the A
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1984, as amended. If your investmen
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The terms of the leases might affec
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Changes in Medical Practice: The me
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law fixed charges. The security ove
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Tenant Operator Group (1) Southern
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contained in the Security Agreement
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(b) serving a notice of default (in
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• in connection with its acquisit
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Under the terms of the Credit Agree
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Properties. However, there can be n
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until the premises are again render
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Pursuant to the Guarantee and Subor
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The enforcement of security in Scot
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The Notes and interest thereon will
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however, there is a conflict betwee
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profits or losses could arise in th
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including financing relationships,
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THE PARTIES Issuer Titan Europe 200
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THE LIBRA LOAN AND PROPERTIES Gener
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which (whether alone or in combinat
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(v) projected net rental income pay
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(d) any right or remedy of a Financ
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Care Standards Act 2000 (for Proper
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Properties located in Northern Irel
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Borrower Group Structure Chart (1)
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amount of: (i) £216,000 as an upfr
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subject to matters disclosed in the
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(b) first fixed charges over its in
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Loan Name Principal Amount Libra Lo
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there will be nothing to prevent th
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the Related Security has become enf
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Insurance: The landlord is to insur
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Properties by Country Country Numbe
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(l) Subject as set out in paragraph
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forfeited or irritated on bankruptc
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(C) any payment made by the Loan Ar
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Moneyline/Telerate Page 3937 or on
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(xv) fifteenth, to pay all principa
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DESCRIPTION OF THE NOTE TRUST DEED
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Each Swap Transaction and Basis Swa
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Credit Suisse Group 100% Credit Sui
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(f) except with respect to matters
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A “Subordinate Lender Control Val
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(h) any action to bring a Property
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“Assumed Scheduled Payment” mea
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(b) in the event the related Proper
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Rights of PIK Facility Lenders” a
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Provider or the Backup Advance Prov
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Servicing Fee, Special Servicing Fe
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purporting to give notice) provided
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CASH MANAGEMENT Cash Manager Pursua
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The Cash Manager will be permitted
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ESTIMATED AVERAGE LIVES OF THE NOTE
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available to an investor in such No
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Class D Payment Date Scenario 1 Sce
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Loan Capital £ Class A Commercial
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2. Notes to the financial informati
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Rule 144A Global Note directly thro
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applicable to Book-Entry Interests
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the time being of the Note Trustee,
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a new Definitive Note in respect of
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provided that paragraphs (A) to (E)
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4. Covenants Issuer will not (or th
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5. Interest the Special Servicer, a
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and (ii) the Class X Net Weighted A
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outstanding is redeemed in full pur
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cent. of the aggregate Principal Am
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Outstanding and Note Factor), and e
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elevant authorities for the amount
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other person as it may think fit to
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(e) The enforcement of the security
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Noteholders and/or the Class D Note
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senior class of Notes then outstand
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17. Privity of Contract The Notes d
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OFFERING EXPENSES Fees and expenses
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Floating Charge. A lender will typi
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Enforcement of Security in England
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Under Section 6 of the Law of Distr
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the same priority in respect of any
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The bankrupt’s estate is comprise
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incorporated overseas. As regards s
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Right of redemption. Under Section
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Floating Charge. Under Northern Iri
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shares. The right to the former is
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Page 207 and 208: IRISH TAXATION The following is a s
Page 209 and 210: There can be no assurance that the
Page 211 and 212: individual resident in another Memb
Page 213 and 214: y the purchaser in respect of the C
Page 215 and 216: A Note will be considered issued wi
Page 217 and 218: which will not be treated as intere
Page 219 and 220: included in income. Any gain from t
Page 221 and 222: PTCE 96-23, which exempts certain t
Page 223 and 224: SUBSCRIPTION AND SALE Credit Suisse
Page 225 and 226: TRANSFER RESTRICTIONS Because of th
Page 227 and 228: GENERAL INFORMATION 1. The issue of
Page 229 and 230: APPENDIX 1 INDEX OF DEFINED TERMS
Page 231 and 232: Financial Regulator in Ireland ....
Page 233 and 234: Prospectus Directive...............
Page 235 and 236: APPENDIX 2 FORM OF STATEMENT TO NOT
Page 237 and 238: Titan Europe 2007-1 (NHP) Limited C
Page 255: Titan Europe 2007-1 (NHP) Limited C
Page 285 and 286: APPENDIX 4 THE BORROWER A. Informat
Page 287: REGISTERED AND HEAD OFFICE OF THE I
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