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

-- [ Page 31 ] --

THIS NOTE AND RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED

FROM TIME TO TIME BY THE ISSUER, WITHOUT THE CONSENT OF BUT UPON NOTICE

TO THE DEALERS AND TO THE HOLDERS OF NOTES SENT TO THEIR REGISTERED

ADDRESSES, TO (1) MODIFY THE RESTRICTIONS ON AND PROCEDURES FOR RESALES

AND OTHER TRANSFERS OF THIS NOTE AND/OR BENEFICIAL INTERESTS THEREIN TO

REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE

INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO RESALES OR OTHER

TRANSFERS OF RESTRICTED SECURITIES SUCH AS THIS NOTE GENERALLY OR (2)

ENABLE THE ISSUER TO RELY UPON ANY EXCLUSION FROM THE DEFINITION OF

INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT THAT MAY

BECOME AVAILABLE, PROVIDED, IN EACH CASE, THAT NO SUCH AMENDMENT OR

SUPPLEMENT SHALL HAVE A MATERIAL ADVERSE EFFECT UPON HOLDERS OR

OWNERS OF BENEFICIAL INTERESTS IN THE NOTES OR ON THE ABILITY OF THE

ISSUER TO RELY ON SECTION 3(c)(7) OF THE INVESTMENT COMPANY ACT. THE

HOLDER HEREOF, BY PURCHASING OR ACCEPTING THIS NOTE, AGREES, AND EACH

BENEFICIAL OWNER, BY PURCHASING OR OTHERWISE ACQUIRING A BENEFICIAL

INTEREST IN THIS NOTE, SHALL AGREE, TO ANY SUCH AMENDMENT OR SUPPLEMENT

(EACH OF WHICH SHALL BE CONCLUSIVE AND BINDING ON THE HOLDER HEREOF

AND THE OWNERS OF BENEFICIAL INTERESTS HEREIN AND ALL FUTURE HOLDERS OF

THIS NOTE AND OWNERS OF BENEFICIAL INTERESTS HEREIN AND ANY NOTES

ISSUED IN EXCHANGE OR SUBSTITUTION HEREFOR, WHETHER OR NOT ANY

NOTATION THEREOF IS MADE THEREON)."

Amendments and Supplements

The Notes and related documentation may be amended or supplemented from time to time by the Issuer and, if applicable, the Co-Issuer, without the consent of but upon notice to the Dealers and to the holders of Notes sent to their registered address, to (1) modify the restrictions on and procedures for resales and other transfers of the Notes to reflect any change in applicable law or regulation (or the interpretation thereof) or in practices relating to the resale or other transfer of restricted securities generally or (2) enable the Issuer and, if applicable, the Co-Issuer to rely upon any exemption from registration under the Investment Company Act that may become available, provided, in each case, that no such amendment or supplement shall have a material adverse effect upon holders of Notes.

Each holder of a Note shall be deemed, by its acceptance or purchase thereof, to have agreed to any such amendment or supplement (each of which shall be conclusive and binding on such holder and all future holders of such Note and any Notes issued in exchange or substitution for such Note, whether or not any notation thereof is made thereon).

United Kingdom: Each Dealer has represented and agreed, and each further Dealer appointed under

the Programme will be required to represent and agree, that:

–  –  –

Ireland Each Dealer has confirmed and agreed that (i) it has not offered or sold, and will not offer or sell any Notes to the public within Ireland except in circumstances which do not require the prior publication of a prospectus pursuant to Article 3(2) of Directive 2003/71/EC; and (ii) it has not and will not do anything in Ireland in connection with the Notes that might constitute a breach of Section 9(1), 23(1), 23(6) or 23(7) of the Investment Intermediaries Act 1995.

Jersey The Notes may not be offered to, sold to, or purchased or held by, or for the account of, persons (other than financial institutions in the ordinary course of business) resident for income tax purposes in Jersey.

European Economic Area In relation to each Member State of the European Economic Area ("Member State")which has implemented the Prospectus Directive (each, a "Relevant Member State"), the Manager has represented and agreed that with effect from and including the date on which the Prospectus Directive was implemented in that Relevant Member State (the "Relevant Implementation Date") it has not made and will not make an offer of Notes to the public (in circumstances in which the denomination relating to such offer is less than €50,000 (or its equivalent in any other currency as at the date of issue of the Notes) in that Relevant Member State prior to the publication of a prospectus in relation to the Notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Notes to

the public in that Relevant Member State at any time:





–  –  –

For the purposes of this provision, the expression an "offer of Notes to the public" in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

General

Other than with respect to the admission to listing, trading and/or quotation by such one or more listing authorities, stock exchanges and/or quotation systems as may be specified in the Final Terms, no action has been or will be taken in any country or jurisdiction by the Issuer or the Dealers that would permit a public offering of Notes, or possession or distribution of any offering material in relation thereto, in any country or jurisdiction where action for that purpose is required. persons into whose hands the Base Prospectus or any Final Terms comes are required by the Issuer and the Dealers to comply with all applicable laws and regulations in each country or jurisdiction in or from which they purchase, offer, sell or deliver Notes or have in their possession or distribute such offering material, in all cases at their own expense.

The Dealer Agreement provides that the Dealers shall not be bound by any of the restrictions relating to any specific jurisdiction (set out above) to the extent that such restrictions shall, as a result of change(s) or change(s) in official interpretation, after the date hereof, of applicable laws and regulations, no longer be applicable but without prejudice to the obligations of the Dealers described in the paragraph headed "General" above.

Selling restrictions may be supplemented or modified with the agreement of the Issuer. Any such supplement or modification will be set out in the relevant Final Terms (in the case of a supplement or modification relevant only to a particular Tranche of Notes) or (in any other case) in a supplement to this Base Prospectus.

–  –  –

The U.S. Employee Retirement Income Security Act of 1974, as amended ("ERISA"), imposes certain fiduciary standards and certain other requirements on the assets employee benefit plans subject thereto, including collective investment funds, separate accounts and entities whose underlying assets are treated as if they were the assets of such plans pursuant to the U.S. Department of Labor "plan assets" regulation, 29 C.F.R. Section 2510.3-101 ("Plan Assets Regulation") (collectively, "ERISA Plans") and on those persons who are fiduciaries with respect to ERISA Plans. Investments by ERISA Plans are subject to ERISA's general fiduciary requirements, including the requirement of investment prudence and diversification and the requirement that an ERISA Plan's investments be made in accordance with the documents governing the ERISA Plan.

Section 406 of ERISA and Section 4975 of the Code prohibit certain transactions involving the assets of an ERISA Plan, as well as of those plans that are not subject to ERISA but which are subject to Section 4975 of the Code (together with ERISA Plans, "Plans") and certain persons (referred to as "parties in interest" or "disqualified persons") having certain relationships to such Plans, unless a statutory, regulatory or administrative exemption is applicable to the transaction. A party in interest or disqualified person who engages in a prohibited transaction may be subject to excise taxes or other liabilities under ERISA and the Code.

Certain transactions involving the Issuers might be deemed to constitute prohibited transactions under ERISA and Section 4975 of the Code with respect to a Plan that purchased Notes if assets of the Issuers were deemed to be assets of the Plan. Under the Plan Assets Regulation, the assets of the Issuers would be treated as plan assets of a Plan for the purposes of ERISA and the Code only if the Plan acquired an "equity interest" in the Issuers and none of the exceptions to plan assets contained in the Plan Assets Regulation were applicable. An equity interest is defined under the Plan Assets Regulation as an interest other than an instrument which is treated as indebtedness under applicable local law and which has no substantial equity features. It is likely that the Notes will be treated as equity interests in the Issuers for purposes of the Plan Assets Regulation.

Governmental plans, foreign plans and certain church plans, while not subject to the fiduciary responsibility provisions of ERISA or the provisions of Section 4975 of the Code, may nevertheless be subject to federal, state, local or non-U.S laws that are substantially similar to the foregoing provisions of ERISA and the Code. Fiduciaries of any such plans should consult with their counsel before purchasing any Notes.

To prevent the assets of the Issuers from being deemed to be plan assets within the meaning of the Plan Assets Regulation or otherwise, the Issuers intend to prohibit the acquisition of Notes by Plans, entities whose underlying assets include plan assets of any Plans, and other plans that are subject to federal, state, local or non-U.S. laws that are substantially similar to Section 406 of ERISA or Section 4975 of the Code. By its purchase and holding of any Note, (a) the purchaser thereof will be required to certify or will be deemed to have represented, warranted and agreed, at the time of its purchase and throughout the period that it holds such Notes, that it is not, and is not acting on behalf of, a Plan or an entity whose underlying assets include plan assets by reason of a Plan's investment in the entity within the meaning of the Plan Assets Regulation, 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 or Section 4975 of the Code, and (b) in the case of the Rule 144A Notes or Definitive Regulation S Notes it will not sell or otherwise transfer any such Notes to any person without obtaining these same representations, warranties and agreements from such person.

–  –  –

Listing Application has been made to the Irish Financial Services Regulatory Authority for this Base Prospectus to be approved by them as the competent authority under the Irish Prospectus (Directive 2003/71/EC) Regulations 2005 and to the Irish Stock Exchange for Notes issued under the Programme within 12 months of the date of this Base Prospectus to be admitted to trading on the Irish Stock Exchange's regulated market and to be listed on the Irish Stock Exchange.

Prior to the listing of any Notes, the constitutional documents of the Issuer and the legal notice relating to the issue will be registered with the Irish Listing Agent, where copies of these documents may be obtained upon request.

However, Notes may be issued pursuant to the Programme which will not be listed on the Irish Stock Exchange or any other stock exchange or which will be listed on such stock exchange as the Issuer and the relevant Dealer(s) may agree.

The fees incurred in relation to the listing of any Series or Tranche on the Irish Stock Exchange will be set forth in the relevant Final Terms.

Authorisations The establishment of the Programme and the issue of Notes under the Programme was authorised by a resolution of the board of directors of the Issuer dated 22 June 2006 and a resolution by the Directors of the Co-Issuer on 22 June 2006. The Issuer has obtained or will obtain from time to time all necessary consents, approvals and authorisations in connection with the issue and performance of the Notes.

Clearing of the Notes

The Notes have been accepted for clearance through The Depository Trust Company ("DTC"), Euroclear and Clearstream, Luxembourg. The appropriate CUSIP, the International Securities Identification Number and/or common code in relation to the Notes of each Series will be specified in the Final Terms relating thereto. The relevant Final Terms shall specify any other clearing system as shall have accepted the relevant Notes for clearance together with any further appropriate information.

The address of DTC is 55 Water Street, New York, NY 10041, United States of America; the address of Euroclear is 1 Boulevard Du Roi Albert II, 1210 Brussels, Belgium; and the address of Clearstream, Luxembourg is 42 Avenue, J.F. Kennedy, 1855 Luxembourg.

Settlement arrangements will be agreed among the Issuer, and, if applicable, the Co-Issuer, the relevant Dealer(s) and the Registrar in relation to each Series of Notes.

Use of proceeds The proceeds of the issuance of the Notes will be utilised as specified in "Use of Proceeds".



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