«Carrera Capital Finance Limited (incorporated with limited liability in Jersey) and Carrera Capital Finance LLC (organized with limited liability in ...»
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the ''Conditions'') set forth in the Base Prospectus dated 30 June 2006 [and the supplemental Prospectus dated [●]]. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive (Directive 2003/71/EC) (the ''Prospectus Directive'') and must be read in conjunction with the Base Prospectus dated 30 June 2006 [and the supplemental Prospectus dated [●]] which constitutes a base prospectus for the purposes of the Prospectus Directive, save in respect of the Conditions which are extracted from the Base Prospectus dated 30 June 2006 [and the supplemental Prospectus dated [●] [and the supplemental Prospectus dated [●]] and are attached hereto. Full information on the relevant Issuer[s] and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus dated 30 June 2006 [and the supplemental Prospectus dated [●]].
28. Details relating to Partly Paid Notes: [Not Applicable/give details] amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Notes and
interest due on late payment:
29. Details relating to Instalment Notes: [Not Applicable/give details] amount of each instalment, date on which
each payment is to be made:
(ii) Stabilising Manager(s) (if any): [Not Applicable/give name]
36. If non-syndicated, name of Dealer: [Not Applicable/give name]
38. Additional selling restrictions: [Not Applicable/give details]
[LISTING AND ADMISSION TO TRADING APPLICATIONThese Final Terms comprise the final terms required to list and have admitted to trading the issue of Notes described herein pursuant to the U.S.$24,000,000,000 Senior Term Note, Senior Subordinated Note and Capital Note Programme of Carrera Capital Finance Limited and Carrera Capital Finance LLC.]
[Each of] [Carrera Capital Finance Limited] [and] [Carrera Capital Finance LLC] accept[s] responsibility for the information contained in these Final Terms. [[●] has been extracted from [●]].
[Each of] [Carrera Capital Finance Limited] [and] [Carrera Capital Finance LLC] confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from information published by [●], no facts have been omitted which would render the reproduced inaccurate or misleading.] [Signed on behalf of Carrera Capital Finance Limited:
3. NOTIFICATION [N/A]/[The Irish Financial Services Regulatory Authority [has been requested to provide/has provided – include first alternative for an issue which is contemporaneous with the establishment or update of the Program and the second alternative for subsequent issues] the [names of competent authorities of host Member States] with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the Prospective Directive.]
4. [INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE[ISSUE/OFFER] Need to include a description of any interest, including conflicting ones, that is material to the issue/offer, detailing the persons involved and the nature of the interest. May be satisfied by the inclusion of the following statement: "Save as discussed in ["Subscription and Sale"], so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer."]
[5. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL
7. [Index-Linked or other variable-linked Notes only – PERFORMANCE OF
INDEX/FORMULA/OTHER VARIABLE AND OTHER INFORMATION
CONCERNING THE UNDERLYINGNeed to include details of where past and future performance and volatility of the index/formula/other variable can be obtained. Where the underlying is an index need to include the name of the index and a description if composed by the Issuer and if the index is not composed by the Issuer need to include details of where the information about the index can be obtained. Where the underlying is not an index need to include equivalent information.] 8. [Dual Currency Notes only – PERFORMANCE OF RATE[S] OF EXCHANGE Need to include details of where past and future performance and volatility of the relevant rate[s] can be obtained.]
9. OPERATIONAL INFORMATION
Any clearing system(s) other than DTC, [Not Applicable/give name(s) and Euroclear Bank S.A./N.V. and number(s)] Clearstream Banking Société Anonyme and the relevant identification number(s)
The Final Terms contain provisions which apply to the Notes in respect of which the Global Notes are issued, some of which modify the effect of the Conditions set out in this Base Prospectus. Terms defined in the Conditions have the same meaning in the paragraphs below. The following is a
summary of those provisions:
Clearing System Accountholders
In relation to any Tranche of Notes represented by a Global Note, references in the Terms and Conditions of the Notes to "Noteholder" are references to the registered holder of the relevant Global Note which, for so long as such Global Note is held by or (as the case may be) registered in the name of a depositary or a common depositary for Euroclear and/or Clearstream, Luxembourg and/or DTC and/or any other relevant clearing system, will be that depositary or common depositary.
Each of the persons shown in the records of Euroclear and/or Clearstream, Luxembourg and/or DTC and/or any other relevant clearing system as being entitled to an interest in a Global Note (each, an "Accountholder") must look solely to Euroclear and/or Clearstream, Luxembourg and/or DTC and/or such other relevant clearing system (as the case may be) for such Accountholder's share of each payment made by the Issuer to the registered holder of the Global Note and in relation to all other rights arising under such Global Note. The extent to which, and the manner in which, Accountholders may exercise any rights arising under the Global Note will be determined by the respective rules and procedures of Euroclear, Clearstream, Luxembourg, DTC and any other relevant clearing system from time to time. For so long as the relevant Notes are represented by a Global Note, Accountholders shall have no claim directly against the Issuer or the Co-Issuer in respect of payments due under the Notes and such obligations of the Issuer, and the Co-Issuer, as the case may be will be discharged by payment to the registered holder of the Global Note.
The holder of each Global Note will be treated as being two persons for the purpose of any quorum requirements of, or the right to demand a poll at, a meeting of Noteholders and, at any such meeting, as having one vote in respect of each U.S.$1,000 principal amount of Notes (or equivalent in any other currency) for which the Global Notes are issued. The Trustee may allow a person with an interest in Notes in respect of which a Global Note has been issued to attend and speak at a meeting of Noteholders on appropriate proof of his identity and interest.
Cancellation Cancellation of any Note represented by a Global Note following such Note's redemption or purchase by the relevant Issuer will be effected by a reduction in the nominal amount of the applicable Global Note.
Exchange of Global Notes Each Global Note will become exchangeable, in whole but not in part only, for one or more definitive notes (each, a "Definitive Notes") in accordance with the Agency Agreement if any of the following
(a) such Global Note is held by Euroclear Bank S.A./ N.V., as operator of the Euroclear System ("Euroclear") or Clearstream Banking, société anonyme, Luxembourg ("Clearstream, Luxembourg") or a successor depositary and such depositary is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business or in fact does so; or (b) such Global Note is held by a DTC custodian on behalf of The Depository Trust Company ("DTC") or any successor depositary, and DTC or such successor depositary notifies the Issuer that it is no longer willing or able to discharge properly its responsibilities as depositary with respect to such Global Note or DTC ceases to be a "clearing agency" registered under the Exchange Act or is at any time no longer eligible to act as such, and the Issuer is unable to locate a qualified successor within 90 days of receiving notice of such ineligibility on the part of DTC or such successor depositary;
(c) an Event of Default (as defined and set out in the Conditions) occurs; or (d) if specified in the Global Note, if instructions have been given for the transfer of an interest in Notes evidenced by a Global Note to a person who would otherwise take delivery thereof in the form of an interest in Notes evidenced by the other Global Note where such Global Note has been exchanged for Definitive Notes. In such circumstances, such Definitive Notes shall be registered, in such names as the applicable Clearing System shall direct in writing and the Issuer will notify the holders as soon as practicable after the occurrence of any event specified in (a), (b) or (c) in accordance with the Conditions.
Whenever a Global Note is to be exchanged for Definitive Notes, the Issuer shall procure the prompt delivery (free of charge to the holder) of such Definitive Notes, duly authenticated, in an aggregate principal amount equal to the principal amount of the Global Note to the registered holder of the Global Note against the surrender of such Global Note at the Specified Office of the Registrar within 30 days of the registered holder requesting such exchange.
On exchange, a person having an interest in a Global Note must provide the Registrar and/or Transfer Agent, as applicable, with (i) a written order containing instructions and such other information as the Issuer and the Registrar and/or Transfer Agent, as applicable, may require to complete, execute and deliver such Definitive Notes and (ii) a fully completed, signed certification to the effect that the exchanging holder is not transferring its interest at the time of such exchange or, in the case of simultaneous sale pursuant to Rule 144A or Regulation S, a certification that the transfer is being made in compliance with the provisions of Rule 144A or Regulation S, as the case may be. Rule 144A Definitive Notes issued in exchange for a beneficial interest in a Rule 144a Global Note shall bear the legends applicable to transfers pursuant to Rule 144A, as set out under "Transfer Restrictions". A Rule 144A Definitive Notes issued as described above will not be exchangeable for beneficial interests in a Regulation S Global Note and a Regulation S Definitive Note issued as described above will not be exchangeable for beneficial interests in a Rule144A Global Note.
Transfers Transfers of interests in the Global Notes will be effected through the records of the applicable clearing system and their respective direct and indirect participants, as applicable.
In addition to the requirements described under "Transfer Restrictions", the holder of a Note may transfer such Note only in accordance with the provisions of Condition 4 of the Terms and Conditions of the Notes.
Upon the transfer, exchange or replacement of a Rule 144A Definitive Note bearing the legend referred to under "Transfer Restrictions", or upon specific request for removal of the legend on a Rule 144A Definitive Note, the Issuer will deliver only Rule 144A Definitive Note that bear such legend, or will refuse to remove such legend, as the case may be, unless there is delivered to the Issuers and the Registrar such satisfactory evidence, which may include an opinion of counsel, as may reasonably be required by any such person that neither the legend nor the restrictions on transfer set out therein are required to ensure compliance with the provisions of the Securities Act.
The Registrar will not register the transfer of Notes or exchange of interests in a Global Note for Definitive Notes for a period of 15 calendar days ending on the due date of any payment of principal or interest in respect of such Notes.