Offering Circular. - SFM

of all Principal Payments in respect of that Note which have become due and
payable (and which have been actually paid) on or prior to that date.
Final Maturity Date
Save as described below and unless previously redeemed in full, the Issuer
will redeem the Notes on the Interest Payment Date falling in June 2009 (the
“Final Maturity Date”) at their respective Principal Amount Outstanding.
See “Summary Information – Redemption of the Notes”, below.
If the Notes cannot be redeemed in full on the Final Maturity Date, as a result
of the Issuer having insufficient funds available to it in accordance with the
Conditions for application in or towards such redemption, including the
proceeds of any sale of the Claims or any enforcement of Note Security, the
Issuer will have no other funds available to it to be paid to the holders of the
relevant Notes. The Issuer has no assets other than those described in this
Offering Circular.
Withholding tax on
the Notes
A Noteholder who is resident for tax purposes in a country which does not
allow for a satisfactory exchange of information will receive amounts of
interest payable on the Notes net of Italian withholding tax applied through a
substitute tax (any such withholding or deduction for or on account of Italian
tax under Decree 239 a “Decree 239 Withholding”).
Upon the occurrence of any withholding for or on account of tax, whether or
not through a substitute tax, from any payments of amounts due under the
Notes, neither the Issuer, the Representative of the Noteholders, the Paying
Agents, the Luxembourg Listing Agent nor any other person shall have any
obligation to pay any additional amount to any Noteholders. See “Taxation in
the Republic of Italy”, below.
Ratings
It is a condition precedent to the issue of the Notes that on the Issue Date the
Notes will be rated “A+” by Fitch Ratings Limited (“Fitch”) and “A1” by
Moody’s Investors Service Inc. (“Moody’s” and, together with Fitch, the
“Rating Agencies”).
A rating is not a recommendation to buy, sell or hold securities and may
be subject to revision, suspension or withdrawal at any time by any or all
of the Rating Agencies.
Security for the Notes
By operation of Italian law, the Issuer’s rights, title and interest in and to the
Claims will be segregated from all other assets of the Issuer and amounts
deriving therefrom will only be available, both prior to and following a
winding-up of the Issuer, to satisfy the obligations of the Issuer to the holders
of the Notes (the “Noteholders”), each of the Other Issuer Creditors and any
third-party creditor to whom the Issuer has incurred taxes, costs, fees,
expenses or liabilities in relation to the Securitisation (together, the “Issuer
Creditors”).
On or about the Issue Date, the Issuer will execute:
(a)
a deed of pledge under Italian law (the “Italian Deed of Pledge”),
whereby the monetary claims and rights and all the amounts (including
payment for claims, indemnities, damages, penalties, credits and
guarantees) to which the Issuer is entitled to from time to time
pursuant to the Transfer Agreement, the Transfer Deeds, the Put
Option Agreement, the Warranty and Indemnity Agreement, the
Servicing Agreement, the Intercreditor Agreement, the Corporate
Services Agreement, the Agency and Account Agreement, the Letter
6