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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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Each Dealer undertakes to the Issuer that, at or prior to confirmation of sale (other than a sale of Notes pursuant to Rule 144A), it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration which purchases Notes from it during the distribution

compliance period a confirmation or notice to substantially the following effect:

"The Notes covered hereby have not been registered under the United States Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, (a) as part of their distribution at any time or (b) otherwise until 40 days after the completion of the distribution of the Tranche of Notes of which such Notes are a part, as determined and certified by [name of Dealer or Dealers], as the case may be, except in either case in accordance with Regulation S or Rule 144A, or pursuant to an available exemption from the registration requirements under the Securities Act. Terms used above have the meanings given to them by Regulation S."

The Issuer and the Co-Issuer may seek a written opinion of the transferee's counsel, if the Notes are in Definitive form, that such transaction will not affect the Issuer's or the Co-Issuer's ability to rely on the Section 3(c)(7) exception from the Investment Company Act. The Registrar may rely upon any such authorisation or opinion for all purposes hereunder without further inquiry.

In addition, each purchaser and any subsequent transferee of a Rule 144A Note (or a beneficial interest therein) will be required, in a transfer certificate, to represent, warrant, acknowledge and agree that it, and each person for which it is acting, understands that the Rule 144A Notes are being offered and may be transferred only in transactions not involving any public offering within the meaning of the Securities Act and must be prepared to hold its Rule 144A Note (or beneficial interest therein) until maturity.

Each person that purchases or otherwise acquires a beneficial interest in any Rule 144A Note will be required to certify in a transfer certificate delivered to the Principal Paying Agent, the Issuer and the Co-Issuer that (i) it is not, and is not acting on behalf of, an ERISA Plan (as defined below) or other Plan (as defined below), or an entity whose underlying assets include plan assets by reason of an ERISA Plan's or other Plan's investment in the entity within the meaning of the Plan Assets Regulation (as defined below), or a governmental or other employee benefit plan which is subject to any federal, state, local or non-U.S. law that is substantially similar to the provisions of Section 406 of ERISA (as defined below) or Section 4975 of the Code (as defined below), and (ii) it will not sell or otherwise transfer any such Notes to any person without obtaining these same representations, warranties and agreements from such person.

As used herein:

"ERISA" means the United States Employee Retirement Income Security Act of 1974, as amended;

the "Code" means the United States Internal Revenue Code of 1986, as amended;

"ERISA Plan" means an employee benefit plan within the meaning of Section 3(3) of ERISA that is subject to Title I of ERISA;

"other Plan" means a plan, an individual retirement account or another entity subject to Section 4975 of the Code; and "Plan Assets Regulation" means the regulations issued by the United States Department of Labor and found at 29 CFR Section 2510.3-101.

The Issuer and the Co-Issuer will be relying on the foregoing representations and agreements with respect to the exemption of the offering under the Securities Act and the exception of the Issuer and the Co-Issuer under Section 3(c)(7) of the Investment Company Act.

By purchasing or accepting a Capital Note issued pursuant to Rule 144A, the holder thereof agrees to treat such Note for purposes of United States federal, state and local income taxes and any other taxes imposed on or measured by income, as equity, to report such Note on all applicable tax returns in a manner consistent with such treatment, and to provide any required U.S. withholding certification consistent with such treatment.

A Rule 144A Note may not be exchanged for a bearer Definitive Note.

Regulation S Notes:

Each person who purchases or otherwise acquires a Regulation S Note (or a beneficial interest therein) will be deemed to represent, warrant, acknowledge and agree (and if it is acquiring an interest in a Definitive Regulation S Note will be required to certify), for the benefit of the Issuer, that it and any person for which it is acting will not reoffer, resell, pledge, exchange or otherwise transfer such Regulation S Note or any beneficial interest therein except in compliance with the Securities Act and all other applicable laws of any jurisdiction and except (a) to a person it reasonably believes to be both a QIB (as defined below) and a QP (as defined below) in a transaction meeting the requirements of Rule 144A under the Securities Act; or (b) in an offshore transaction meeting the requirements of Regulation S under the Securities Act and the transfer restrictions applicable to Regulation S Notes; or (c) to Carrera Capital Finance Limited or to HSH Nordbank SA.

Each Initial Offeree will represent and agree and each person that subsequently purchases or otherwise acquires a beneficial interest in any Regulation S Note will be deemed, by its acquisition thereof, to represent, warrant, acknowledge and agree (and if it is acquiring an interest in a registered Regulation S Note in definitive form (a "Definitive Regulation S Note") will be required to certify)





that either:

(A)

–  –  –

(d) it and each person for which it is acting will provide notice of these transfer restrictions to any subsequent transferee and agrees not to reoffer, resell, pledge, or otherwise transfer the Notes or any beneficial interest therein to any person except to a person that (x) meets all of the requirements in (A)(a) through (A)(h) hereof or (B) and (y) agrees not to subsequently transfer the Notes or any beneficial interest therein except in accordance with these transfer restrictions;

–  –  –

(g) it, and each person for which it is acting, understands that the Issuer will not register as an investment company under the Investment Company Act and that the Issuer is relying on Section 3(c)(7) of the Investment Company Act. It, and each person for which it is acting, also understands and agrees that the Issuer shall have the right to request and receive such additional documents, certifications, representations and undertakings, from time to time, as the Issuer may deem necessary in order to comply with applicable legal requirements; and (h) it will not institute against, or join any persons instituting against, the Issuer any bankruptcy, reorganisation, arrangement, insolvency or liquidation proceeding under any federal or state bankruptcy or similar law, for two years and a day (or, if longer, the preference period then in effect) after the date the latest maturing Senior Note, Senior Subordinated Note or Capital Note is paid in full, or (B) it and each person for which it is acting (1) is both a QIB and a QP, (2) is taking delivery of a Rule 144A Note in a transaction meeting the requirements of Rule 144A and the requirements hereof with respect to Rule 144A Notes, and (3) has delivered to the Principal Paying Agent and the Issuer the transfer certificate(s) applicable to transfers of Rule 144A Notes.

"Eligible Secondary Market Transaction" means an offshore transaction meeting the requirements of Regulation S in which (a) none of the Issuer or any of its affiliates is involved and (b) no dealer, transferor, transferee or any other person involved in such transaction (i) has been engaged to act, or is otherwise acting, as an agent of or intermediary for the Issuer or any of its affiliates in connection with such transaction or (ii) has received or will receive any compensation from the Issuer or any of its affiliates in connection with such transaction.

The Issuer and the Co-Issuer may seek a written opinion of the transferee's counsel, if the Notes are in Definitive form, that such transaction will not affect the Issuer's or the Co-Issuer's ability to rely on the Section 3(c)(7) exception from the Investment Company Act. The Principal Paying Agent may rely upon any such authorisation or opinion for all purposes hereunder without further inquiry.

In addition, each purchaser and any subsequent transferee of a Regulation S Note (or a beneficial interest therein), by its purchasing or otherwise accepting such Regulation S Note (or beneficial interest therein), will be deemed to represent, warrant, acknowledge and agree (and if it is acquiring an interest in a Definitive Regulation S Note will be required to certify) that it, and each person for which it is acting, understands that the Regulation S Notes are being offered and may be transferred only in transactions not involving any public offering within the meaning of the Securities Act and must be prepared to hold its Regulation S Note (or beneficial interest therein) until maturity.

Each person that purchases or otherwise acquires a beneficial interest in any Regulation S Note will be deemed to represent, warrant, acknowledge and agree (and if it is acquiring an interest in a Definitive Regulation S Note, will certify) that (i) it is not, and is not acting on behalf of, an ERISA Plan (as defined below) or other Plan (as defined below), or an entity whose underlying assets include plan assets by reason of an ERISA Plan's or other Plan's investment in the entity within the meaning of the Plan Assets Regulation (as defined below), or a governmental or other employee benefit plan which is subject to any federal, state, local or non-U.S. law that is substantially similar to the provisions of Section 406 of ERISA (as defined below) or Section 4975 of the Code (as defined below), and (ii) if it is acquiring an interest in a Definitive Regulation S Note, it will not sell or otherwise transfer any such Notes to any person without obtaining these same representations, warranties and agreements from such person.

The Issuer will be relying on the foregoing representations and agreements with respect to the exemption of the offering under the Securities Act and the exception of the Issuer under Section 3(c)(7) of the Investment Company Act.

By purchasing or accepting a Capital Note issued pursuant to Regulation S, the holder thereof agrees to treat such Note for purposes of United States federal, state and local income taxes and any other taxes imposed on or measured by income, as equity, to report such Note on all applicable tax returns in a manner consistent with such treatment, and to provide any required U.S. withholding certification consistent with such treatment.

Interests in Regulation S Notes

Regulation S Notes may not be offered, sold, delivered or otherwise transferred within the United States or to or for the account or benefit of any U.S. person. Any purported sale or other transfer of such beneficial interest that does not comply with the foregoing requirement shall be null and void ab initio and not honoured by the Issuer to the extent permitted by applicable law.

Required Sale

The Issuer and Co-Issuer shall be entitled to require any U.S. person (A) that is a holder of any Note (or beneficial interest therein) that is determined not to have been, at the time of acquisition of such Note (or beneficial interest therein), both a QIB and a QP, or (B) (i) that is a holder of a Regulation S Note (or beneficial interest therein) that acquired such Note in a transaction that was not an Eligible Secondary Market Transaction, to sell such Note (or beneficial interest therein) within 30 days after

notice of the sale requirement is given, to a person that either:

(a) (i) is both a QIB and a QP, (iii) is taking delivery of a Rule 144A Note in a transaction meeting the requirements of Rule 144A and the requirements hereof with respect to Rule 144A Notes, and (iii) has delivered to the Principal Paying Agent and the Issuer the transfer certificate(s) applicable to transfers of Rule 144A Notes; or (b) (i) is not a U.S. person, (ii) is taking delivery of an interest in a Regulation S Note in an offshore transaction meeting the requirements of Regulation S and the requirements thereof with respect to the Regulation S Notes, and (iii) provides to the Principal Paying Agent and the Issuer the transfer certificate(s) applicable to transfers of Regulation S Notes (or beneficial interest therein).

If such holder fails to effect the sale within such 30-day period, the Issuer shall cause such holder's Note (or beneficial interest therein) to be transferred in a commercially reasonable sale (conducted in accordance with Sections 9-610, 9-611 and 9-627 of the Uniform Commercial Code as applied to securities that are sold on a recognised market or that may decline speedily in value) to a person that meets the requirements of either (a) or (b) above.

Legends

Set forth below are the form of legends which shall appear on each Note, unless the Issuer and CoIssuer, based on advice of counsel, determines otherwise in compliance with applicable law. Such legends may be used to notify transferees of the foregoing restrictions on the resale or other transfer of Notes. The following legends may not be removed from any Note as long as the Issuer is relying on Section 3(c)(7) of the 1940 Act.

Rule 144A Note: Each Rule 144A Note will contain the following legend:

"NEITHER THIS NOTE NOR ANY BENEFICIAL INTEREST HEREIN HAS BEEN OR IS

EXPECTED TO BE REGISTERED UNDER AND WAS ORIGINALLY ISSUED OR MADE IN A

TRANSACTION EXEMPT FROM REGISTRATION 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 CARRERA CAPITAL FINANCE LIMITED (THE

"ISSUER") NOR CARRERA CAPITAL FINANCE LLC (THE "CO-ISSUER") HAS

REGISTERED AND NEITHER THE ISSUER NOR THE CO-ISSUER INTENDS TO REGISTER



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