MMCapS XVII Final Offering Circular - Irish Stock Exchange

with the occurrence of a Special Event. See “Security for the Notes— Portfolio
Statistics”, “Security for the Notes— Description of the Bank Capital
Securities— Terms of the Bank Capital Securities— Redemption and
Prepayments,” “Security for the Notes— Description of the Bank Subordinated
Notes— Redemption and Prepayments,” “Security of the Notes— Description
of the Insurance Capital Securities— Terms of the Insurance Capital
Securities— —Redemption and Prepayments” and “Security for the Notes—
Description of the Insurance Surplus Note— Maturity; Redemption.”
Redemptions of Collateral Debt Securities will result in payments of principal
of the Notes in accordance with the Priority of Payments.
Income Notes
The Issuer expects to issue U.S.$27,000,000 in Aggregate Principal Amount of
Income Notes to be secured by the Trust Estate pursuant to the Indenture. The
Income Notes will be subordinate to the Class A Notes, Class B Notes and
Class C Notes in respect of payments of principal and interest thereon and to
all other expenses of the Issuer as described herein.
The Holders of the Income Notes will not be entitled to payments of interest at
a stated rate, but will receive all excess funds available for distribution on each
Payment Date in accordance with the Priority of Payments. See “Description
of the Notes— Priority of Payments.”
Payments Allocated Between
the Class A Notes, Class B
Notes and Class C Notes and
Income Notes
Optional Notes Redemption
Beginning on the Turbo Date and continuing for so long as the Class A Notes,
Class B Notes and Class C Notes are Outstanding, the allocation of payments
between such Notes and the Income Notes will change. Pursuant to clause
(a)(xiii) of the Priority of Payments, on each Payment Date occurring on or
after the Turbo Date, the Holders of the Class A Notes, Class B Notes or Class
C Notes then Outstanding may receive, in the sequential order and priority set
forth in such clause (a)(xiii), additional principal payments from 60% of the
amount of Interest Collections (if any) that would otherwise have been
available for payments on the Income Notes. Consequently, on and after the
Turbo Date and for so long as the Class A Notes, Class B Notes and Class C
Notes remain Outstanding, payments on the Income Notes on each Payment
Date will be reduced. See “Description of the Notes— Priority of Payments.”
The Class A Notes, Class B Notes and Class C Notes will be redeemed by the
Co-Issuers, and the Income Notes will be redeemed by the Issuer, on any
Payment Date on or after the Payment Date occurring in December 2009, in
whole but not in part, if the Holders of 66-2/3% in Aggregate Principal
Amount of the Income Notes direct the Trustee to sell all of the Collateral Debt
Securities and if, subject to certain restrictions and limitations, the sale of
Collateral Debt Securities may be made at a price that would enable all of the
Class A Notes, Class B Notes and Class C Notes to be simultaneously
redeemed at the respective Optional Note Redemption Prices thereof. An
Optional Notes Redemption will be subject to further conditions described in
greater detail herein. See “Description of the Notes— Optional Notes
Redemption.”
The Optional Note Redemption Price of the Class A Notes, Class B Notes and
Class C Notes in connection with an Optional Notes Redemption will be their
then-outstanding principal amount (including in the case of the Class C-1
Notes and the Class C-2 Notes, any unpaid Class C-1 Note Deferred Interest
and Class C-2 Note Deferred Interest, respectively), and any accrued and
unpaid interest to (but excluding) the date of redemption, plus in the case of the
Class C-2 Notes only, the excess, if any, of (x) the present value of the
scheduled payments of interest and principal which are remaining with respect
to the Class C-2 Notes as of the Payment Date on which such Optional Notes
Redemption will be made, based on the assumption that no principal is paid on
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