Offering Circular. - SFM

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simultaneously, (ii) open replacement Italian Paying Agent Account with a replacement Italian paying agent which is an Eligible Institution and which will agree to act as Italian Paying Agent. “Eligible Institution” means (i) any depository institution organised under the laws of any state which is a member of the European Union or of the United States of America, the short-term, unsecured, unsubordinated and unguaranteed debt obligations of which are rated at least “F1” by Fitch and “P-1” by Moody’s and the long-term, unsecured, unsubordinated and unguaranteed debt obligations of which are rated at least “A1” by Moody’s; and (ii) BNP Paribas Securities Services for so long as (A) the short-term, unsecured, unsubordinated and unguaranteed debt obligations of BNP Paribas S.A. are rated at least “F1” by Fitch and “P-1” by Moody’s; (B) BNP Paribas S.A. holds a 100 per cent. interest in BNP Paribas Securities Services; and (C) the words “BNP Paribas” are contained in its legal name. 5. Priority of Payments Issuer Available Funds On each Calculation Date, the Computation Agent will calculate the Issuer Available Funds to be used on the immediately following Interest Payment Date to make payments under the Pre-Enforcement Priority of Payments. “Issuer Available Funds” means, on each Calculation Date and in respect of the immediately following Interest Payment Date, an amount equal to the aggregate of: (a) the amount standing to the credit of the Payments Account on such Calculation Date consisting of, inter alia: (i) (ii) (iii) (iv) amounts transferred from the Collection Account consisting of, inter alia (A) sums collected or recovered by, or on behalf of, the Issuer in respect of the Claims during the preceding Collection Period, (B) any amount received by the Issuer under any of the Transaction Documents during the preceding Collection Period, (C) all amounts of interest paid on the English Accounts (other than the Equity Capital Account) during the preceding Collection Period, (D) an amount equal to the Collections invested in Eligible Investments (if any) during the immediately preceding six-month period from the Collection Account, following liquidation thereof on the preceding Liquidation Date, (E) the Revenue Eligible Investments Amount relating to the preceding Liquidation Date; up to the Calculation Date preceding (but excluding) the Interest Payment Date on which the Notes will be redeemed in full, a portion of the amount standing to the credit of the Expense Account as set out in the Account Bank Agreement; up to the Calculation Date preceding (but excluding) the Interest Payment Date on which the Notes will be redeemed in full, a portion of the amount standing to the credit of the Expenses Reserve Account as set out in the Account Bank Agreement; any amount paid to the Issuer by the Swap Counterparty in accordance with the terms of the Swap Agreement on the 12
fourth Business Day before the immediately following Interest Payment Date; and (b) on the Calculation Date immediately preceding the Interest Payment Date on which the Notes will be redeemed in full, the amount standing to the credit of the Expense Account and of the Expenses Reserve Account at such date, but excluding (i) prior to the date on which the Swap Transaction is terminated early, the amount (if any) standing to the credit of the Collateral Account pursuant to the Credit Support Annex and (ii) following the date on which the Swap Transaction is terminated, the amount standing to the credit of the Collateral Account (if any) which exceeds the termination amount (if any) that would have otherwise been payable by the Swap Counterparty to the Issuer had the collateral not been provided. Pre-Enforcement Priority of Payments Prior to the service of an Issuer Acceleration Notice, the Issuer Available Funds as calculated on each Calculation Date will be applied by the Issuer on the Interest Payment Date immediately following such Calculation Date in making payments or provisions in the following order of priority (the “Pre- Enforcement Priority of Payments”) but, in each case, only if and to the extent that payments or provisions of a higher priority have been made in full: (i) (ii) (iii) first, in or towards satisfaction of any and all outstanding fees, costs and expenses of, and all other amounts due and payable to, the Representative of the Noteholders or any appointee thereof; second, in or towards satisfaction, pro rata and pari passu, of any and all outstanding taxes due and payable by the Issuer (to the extent that amounts standing to the credit of the Expense Account or the Expenses Reserve Account are insufficient to pay such costs and to the extent not paid by the Financing Party under the Letter of Undertaking); third, in or towards satisfaction, pro rata and pari passu, according to the respective amounts thereof, of: (a) (b) any and all outstanding fees, costs, liabilities and any other expenses to be paid in order to preserve the corporate existence of the Issuer, to maintain it in good standing, to comply with applicable legislation and to fulfil obligations to third parties (not being Other Issuer Creditors) incurred in the course of the Issuer’s business (to the extent that amounts standing to the credit of the Expense Account or the Expenses Reserve Account are insufficient to pay such costs and to the extent not paid by the Financing Party under the Letter of Undertaking); and any and all outstanding fees, costs, expenses and taxes required to be paid in connection with the listing or deposit of the Notes, or any notice to be given to the Noteholders or the other parties to the Transaction Documents (to the extent that amounts standing to the credit of the Expense Account or the Expenses Reserve Account are insufficient to pay such costs); (iv) fourth, in or towards satisfaction, pro rata and pari passu, according to the respective amounts thereof, of any and all outstanding fees, costs and expenses of, and all other amounts due and payable to, the Paying 13
Page 1 and 2: Pursuant to article 2, paragraph 3
Page 3 and 4: No person has been authorised to gi
Page 5 and 6: CONTENTS Summary Information.......
Page 7 and 8: Corporate Services Provider Stichti
Page 9 and 10: 2. Summary of the Notes Issue of th
Page 11 and 12: of Undertaking and the Shareholders
Page 13 and 14: “Collection Period” means each
Page 15: credit of the Expenses Reserve Acco
Page 19 and 20: case, only if and to the extent tha
Page 21 and 22: of the Notes until the end of such
Page 23 and 24: Fitch, and permit daily or weekly l
Page 25 and 26: Agreement”, below. There can be n
Page 27 and 28: estrictions on the activities which
Page 29 and 30: Projections, forecasts and estimate
Page 31 and 32: eproduced herein was prepared in ac
Page 33 and 34: Withholding tax under the Notes Any
Page 35 and 36: purchased with funds standing to th
Page 37 and 38: If the Swap Transaction is terminat
Page 39 and 40: immovable asset formerly belonging
Page 41 and 42: (iii) Azienda Unità Sanitaria Loca
Page 43 and 44: metropolitan and municipal bodies,
Page 45 and 46: investment programmes, for determin
Page 47 and 48: e-organised its regional healthcare
Page 49 and 50: GDP of the Region (1) Year Ended 31
Page 51 and 52: Service Sector The service sector a
Page 53 and 54: Agriculture in the Region can be br
Page 55 and 56: FINANCIAL INFORMATION OF THE REGION
Page 57 and 58: The Region’s repayment obligation
Page 59 and 60: In order to fund Expected Healthcar
Page 61 and 62: 1998 1999 2000 2001 2002 2003 Curre
Page 63 and 64: Year Ended 31 December 1998 1999 20
Page 65 and 66: The following table sets forth for
Page 67 and 68:
As of 31 December 2003, 45 per cent
Page 69 and 70:
THE ORIGINATOR AND SERVICER Introdu
Page 71 and 72:
THE ISSUER’S BANK ACCOUNTS Pursua
Page 73 and 74:
TERMS AND CONDITIONS OF THE NOTES T
Page 75 and 76:
“CONSOB” means the Commissione
Page 77 and 78:
opinion of the Representative of th
Page 79 and 80:
“Joint Lead Managers” means Mer
Page 81 and 82:
“Scheduled Repayment Amount” me
Page 83 and 84:
(d) Holder Absolute Owner The Issue
Page 85 and 86:
Expenses Reserve Account are insuff
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over all of the Issuer’s property
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(B) (C) (D) (E) the Issuer confirms
Page 91 and 92:
at the relevant time listed and (if
Page 93 and 94:
and (b) any additional taxes payabl
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(b) (c) (d) Payments subject to tax
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(B) in each case, the Representativ
Page 99 and 100:
(b) (c) (d) Waiver In addition, the
Page 101 and 102:
The Issuer shall also ensure that n
Page 103 and 104:
SCHEDULE - RULES OF THE ORGANISATIO
Page 105 and 106:
Article 5 Issue of Voting Certifica
Page 107 and 108:
hands a resolution has been passed,
Page 109 and 110:
(b) (c) (d) the Representative of t
Page 111 and 112:
(v) any accounts, books, records or
Page 113 and 114:
No provision of these rules, the No
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(f) to distribute the monies from t
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THE ISSUER Introduction FL Finance
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The company’s sole corporate obje
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120. Quota capital At the balance s
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(2) Warranty and Indemnity Agreemen
Page 125 and 126:
THE SWAP GUARANTOR AND SWAP COUNTER
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THE ACCOUNT BANK AGREEMENT The desc
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(iii) (starting from the Collection
Page 131 and 132:
THE TRANSFER AGREEMENT AND THE TRAN
Page 133 and 134:
The Transfer Agreement provides tha
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(l) maintain and implement administ
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The Issuer may appoint a substitute
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(c) (d) (e) (f) (g) (h) Each Contra
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(q) (r) (s) (t) (u) (v) (w) (x) (y)
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(ss) Each Delegation of Payment (de
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and all damages, losses, claims, li
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the Noteholders as their agent with
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THE INTERIM DOCUMENTS The Security
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THE EXPECTED MATURITY AND AVERAGE L
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Where an Italian resident Noteholde
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the computation of the annual incre
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SUBSCRIPTION AND SALE Merrill Lynch
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GENERAL INFORMATION Authorisation T
Page 161 and 162:
INDEX OF DEFINED TERMS h ..........
Page 163 and 164:
Initial Swap Agreement.............
Page 165 and 166:
Specified Offices..................
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Offering Circular. - SFM

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