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«Carrera Capital Finance Limited (incorporated with limited liability in Jersey) and Carrera Capital Finance LLC (organized with limited liability in ...»

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BASE PROSPECTUS

Carrera Capital Finance Limited

(incorporated with limited liability in Jersey)

and

Carrera Capital Finance LLC

(organized with limited liability in Delaware)

U.S.$24,000,000,000

Senior Term Note, Senior Subordinated Note and Capital Note Programme

Carrera Capital Finance Limited (the ‘‘Issuer’’) together with Carrera Capital Finance LLC (the ‘‘Co-Issuer’’, and together with the Issuer, the ‘‘Issuers’’) have established a Senior Term Note, Senior Subordinated Note and Capital Note Programme (the ‘‘Programme’’) as described in this Base Prospectus.

The Issuer may from time to time, subject to compliance with all relevant laws, regulations and directives, issue, pursuant to Regulation S (‘‘Regulation S’’) under the United States Securities Act of 1933, as amended (the ‘‘Securities Act’’), secured subordinated capital notes (the ‘‘Capital Notes’’), secured senior subordinated notes (the ‘‘Senior Subordinated Notes’’) and secured senior notes (the ‘‘Senior Term Notes’’, and together with the Capital Notes and the Senior Subordinated Notes, collectively, the ‘‘Notes’’). The Issuer, together with the CoIssuer, may from time to time, subject to compliance with all relevant laws, regulations and directives, issue, pursuant to Rule 144A of the Securities Act, Senior Subordinated Notes and Senior Term Notes. The Issuer may also from time to time, subject to compliance with all relevant laws, regulations and directives, issue Capital Notes pursuant to Rule 144A. There will be no Capital Notes issued jointly by the Issuer and the Co-Issuer pursuant to Rule 144A.

The maximum aggregate nominal amount of Notes outstanding, when aggregated with the aggregate face amount of all notes from time to time outstanding under the Issuer’s euro commercial paper programme and the Issuers’ U.S. commercial paper programme (collectively, the ‘‘Commercial Paper Programme’’) is limited to the Programme Limit. Under the Commercial Paper Programme the Issuer and the Co-Issuer may, from time to time issue commercial paper (the ‘‘Commercial Paper’’, together with the Senior Term Notes, the ‘‘Senior Notes’’ and together with the Capital Notes and Senior Subordinated Notes, the ‘‘Securities’’). The Programme Limit may be increased without the consent of the holders of Notes subject to each of Moody’s Investors Service Limited (‘‘Moody’s’’) and Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. (‘‘S&P’’); and together with Moody’s, the ‘‘Rating Agencies’’) confirming in writing that its rating of the Notes will not be reduced or withdrawn as a result thereof.

The Notes are secured limited recourse debt obligations of the Issuer or the Issuer and the Co-Issuer, as applicable, and will not be guaranteed by, or be the responsibility of, any other entity. The Issuer has granted security over its assets and undertaking in favour of JPMorgan Chase Bank, N.A., as security trustee (the ‘‘Security Trustee’’) pursuant to a security trust deed dated on or around the Closing Date (as amended or modified from time to time, the ‘‘Security Trust Deed’’) between the Issuer, the Manager and the Security Trustee. The Security Trustee holds the benefit of the security on trust for itself and the other Secured Creditors (as defined in the Terms and Conditions), including the holders of the Notes, on, and subject to, the terms of the Security Trust Deed.

The Notes may be issued on a continuing basis to the Dealer specified herein and any additional Dealer appointed under the Programme from time to time, which appointment may be for a specified issue or generally in respect of the Programme (each, a ‘‘Dealer’’ and, together, the ‘‘Dealers’’).

Application has been made to the Irish Financial Services Regulatory Authority (the ‘‘Financial Regulator’’), as competent authority under Directive 2003/71/EC (the ‘‘Prospectus Directive’’), for this Base Prospectus to be approved. Application has been made to the Irish Stock Exchange (the ‘‘Irish Stock Exchange’’) for the Notes to be issued under the Programme to be admitted to the Official List of the Irish Stock Exchange and trading on its regulated market. Such approval relates only to the Classes of Notes that are to be admitted to trading on the regulated market of the Irish Stock Exchange or other regulated markets for the purposes of Directive 93/22/EEC or which are to be offered to the public in any Member State of the European Economic Area. However there can be no assurance that such listing will be obtained.

Notes may be listed or admitted to trading, as the case may be, on such other stock exchange(s) or market(s) as may be specified in the Final Terms. The relevant Final Terms will specify whether or not Notes will be listed on the Irish Stock Exchange. The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market.

References in this Base Prospectus to Notes being listed in Ireland (and all related references) shall mean that such Notes have been admitted to trading on the Irish Stock Exchange’s regulated market and have been listed on the Irish Stock Exchange.

The Notes of each Series (as defined herein) will be denominated in U.S. dollars or such other currency as may be agreed between the Issuer and the relevant Dealer. No Notes will be issued under the Programme which have a minimum denomination of less than U.S.$250,000 (or its equivalent in another currency).





The price and amount of Notes to be issued under the Programme will be determined by the Issuer and the relevant Dealer at the time of issue in accordance with prevailing market conditions.

The Notes have not been, and are not expected to be, registered under the United States Securities Act of 1933, as amended (the ‘‘Securities Act’’), the securities laws of any state of the United States or the securities laws of any other jurisdiction. Neither the Issuer nor the Co-Issuer has registered and neither the Issuer nor the Co-Issuer intends to register as an investment company under the United States Investment Company Act of 1940, as amended (the ‘‘Investment Company Act’’), in reliance on the exception provided by Section 3(c)(7) of the Investment Company Act.

The Notes may be offered (i) outside of the United States to non-U.S. Persons in reliance on Regulation S (‘‘Regulation S’’) under the Securities Act (the ‘‘Regulation S Notes’’), and (ii) within the United States or to or for account or benefit of U.S. persons (‘‘U.S. Person’’) within the meaning of Regulation S, in reliance on Rule 144A (‘‘Rule 144A’’) under the Securities Act (the ‘‘Rule 144A Notes’’). The Notes may not be offered, sold, issued or delivered within the United States or to or for the account or benefit of any person that is a U.S.

Person unless, among other things, such person is both (1) a ‘‘qualified institutional buyer’’ (a ‘‘QIB’’) within the meaning of Rule 144A and (2) a ‘‘qualified purchaser’’ (a ‘‘QP’’) within the meaning of Section 2(a)(51)(A) of the Investment Company Act and the rules and regulations thereunder, acting for its own account or the account of another QIB which is a QP and meets the other requirements set forth herein.

Interests in the Notes may not be reoffered, resold, pledged or otherwise transferred unless registered pursuant to, or in transactions exempt from or not subject to the registration requirements of, the Securities Act and any other applicable securities laws. By its purchase of Notes, such purchaser will be deemed to agree or, in the case of registered definitive notes, will be required to certify that it will only resell or otherwise transfer such Notes in accordance with the applicable restrictions set forth therein. See ‘‘Subscription and Sale’’. Any resale or other transfer of a Note (or a beneficial interest therein) which is not made in compliance with the restrictions set forth therein shall be null and void ab initio.

The Regulation S Notes will initially be represented by global notes (the ‘‘Regulation S Global Notes’’) which will be in registered form without interest coupons attached, which will be registered in the name of Chase Nominees Limited, as nominee for, and shall be deposited on or about the issue date thereof with JPMorgan Chase Bank, N.A., as common depositary for Euroclear Bank S.A./N.V., as operator of the Euroclear System (‘‘Euroclear’’), and Clearstream Banking, societe anonyme, Luxembourg (‘‘Clearstream, Luxembourg’’) and/or another ´´ agreed depositary. The Rule 144A Notes will initially be represented by a global restricted note (the ‘‘Rule 144A Global Notes’’ and, together with the Regulation S Global Notes, the ‘‘Global Notes’’) in registered form without interest coupons attached, which will be deposited on or about the issue date thereof with JPMorgan Chase Bank, N.A., as DTC custodian for, and registered in the name of Cede & Co. as nominee for, The Depositary Trust Company (‘‘DTC’’). Each Global Note will be exchangeable for definitive notes only with the agreement of the Issuer or in the limited circumstances specified herein and in such Global Note.

A copy of this Base Prospectus has been delivered to the registrar of companies in Jersey in accordance with Article 5 of the Companies (General Provisions) (Jersey) Order 2002, and he has given, and has not withdrawn, his consent to its circulation. The Jersey Financial Services Commission has given, and has not withdrawn, its consent under Article 4 of the Control of Borrowing (Jersey) Order 1958, as amended, to the issue of the Notes. It must be distinctly understood that, in giving these consents, neither the registrar of companies in Jersey nor the Jersey Financial Services Commission takes any responsibility for the financial soundness of the Issuer or the Co-Issuer or for the correctness of any statements made, or opinions expressed with regard to them.

The Senior Notes of each Series will be rated by both Moody’s and S&P (or, as applicable, confirmation of the then current rating of the Senior Notes will be obtained in connection with the issuance of a Series). The Final Terms relating to a Series of Notes shall specify if the Senior Subordinated Notes or the Capital Notes will be rated by Moody’s and/or S&P and the applicable rating thereof. Such a rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by Moody’s and/or S&P, as applicable.

The attention of investors is drawn to the section headed ‘‘Risk Factors’’.

This document comprises a Base Prospectus for the purposes of Article 5.4 of the Prospectus Directive.

Arranger HSH Nordbank AG

–  –  –

This Base Prospectus is furnished by the Issuer and the Co-Issuer in connection with an offering exempt from registration under the U.S. Securities Act for the exclusive purpose of enabling prospective purchasers to consider the purchase of the Notes described herein and in the related Final Terms. Each offeree of the Notes, by accepting delivery of this Base Prospectus, agrees to the terms and conditions set forth in the immediately preceding sentence. The information contained in this Base Prospectus has been provided by the Issuer and the Co-Issuer and other sources identified herein.

The Issuers accept responsibility for the information contained in this Base Prospectus other than the information contained in the section "Description of the Manager". To the best of the knowledge and belief of the Issuers (which have taken all reasonable care to ensure that such is the case) the information contained in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect its import.

The Manager accepts responsibility for the information contained in the section "Description of the Manager". To the best of the knowledge and belief of the Manager (which has taken all reasonable care to ensure that such is the case) the information contained in the section "Description of the Manager" in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect its import.

This Base Prospectus should be read and construed together with any amendments or supplements hereto and, in relation to any Series (as defined herein) of Notes, should be read and construed together with the relevant Final Terms.

The Issuers have confirmed to the Dealers that this Base Prospectus (including, for this purpose, each relevant Final Terms and any Supplemental Prospectus) contains all information regarding the Issuers and the Notes which is (in the context of the Programme and the issue, offering and sale of the Notes) material; that such information is true and accurate in all material respects and is not misleading in any material respect; that any opinions, predictions or intentions expressed herein on the part of the Issuers are honestly held or made and are not misleading in any material respect; that this Base Prospectus does not omit to state any material fact necessary to make such information, opinions, predictions or intentions (in the context of the Programme and the issue, offering and sale of the Notes) not misleading in any material respect; and that all proper enquiries have been made to verify the foregoing.

No person has been authorised to give any information or to make any representation not contained in or not consistent with this Base Prospectus or any other document entered into in relation to the Programme or any information supplied by the Issuers or such other information as is in the public domain and, if given or made, such information or representation should not be relied upon as having been authorised by the Issuers, the Security Trustee, any Dealer, the Arranger or the Manager (each as defined herein).



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