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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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Litigation There are no governmental, legal or arbitration proceedings within the last 12 months before the date hereof against or affecting the Issuer or the Co-Issuer or any of their respective assets or revenues, nor is the Issuer aware of any pending or threatened proceedings of such kind, which may have, or have had significant effects on the Issuer and/or Co-Issuer financial position or profitability.

No significant change

Other than as disclosed in relation to the Issuer under "Description of the Issuer and the Co-Issuer – Capitalisation and Indebtedness – Capitalisation of the Issuer", as at the date hereof, since 25 November 2005 (being the date of incorporation of the Issuer), there has been no significant change in the financial or trading position of the Issuer or the Co-Issuer.

No financial information

Since their respective dates of incorporation, neither the Issuer nor the Co-Issuer, as the case may be, has carried out any operations (other than those incidental to its incorporation and registration) and no financial statements have been made up as at the date of this Base Prospectus.

Documents available for inspection

For so long as the Programme remains in effect or any Notes shall be outstanding, copies of the following documents may be inspected, and for so long as any Notes issued under the Programme are listed on the Irish Stock Exchange, copies of the following documents will be physically available and may be obtained free of charge during normal business hours at the specified office of the Principal

Paying Agent and the Irish Paying Agent and at the office of the Issuer, namely:

–  –  –

(f) the Memorandum and Articles of Association of the Issuer and the Co-Issuer; and (g) any Final Terms relating to Notes which are admitted to listing, trading and/or quotation by any listing authority, stock exchange and/or quotation system. (In the case of any Notes which are not admitted to listing, trading and/or quotation by any listing authority, stock exchange and/or quotation system, copies of the relevant Final Terms will only be available for inspection by the relevant Noteholders).

In addition, copies of each Final Terms relating to Notes which are admitted to listing, trading and/or quotation by any listing authority, stock exchange and/or quotation system will be obtainable from the specified office of the relevant Paying Agent which, in the case of Notes listed on the Irish Stock Exchange, shall be the Irish Paying Agent. (In the case of any Notes which are not admitted to listing, trading and/or quotation by any listing authority, stock exchange and/or quotation system, copies of the relevant Final Terms will only be available for inspection by the relevant Noteholders at the offices of the Paying Agents).

In addition to the documents mentioned above, copies of all other documents mentioned in the Base Prospectus will be available for inspection at the specified office of the Irish Paying Agent.

Financial statements available For so long as the Programme remains in effect or any Notes shall be outstanding, copies of the most recent publicly available audited financial statements of the Issuer beginning with such financial statements for the period from 25 November 2005 to 31 December 2006 may be obtained during normal business hours at the specified office of the Principal Paying Agent and the Irish Paying Agent.

Neither the Issuer nor the Co-Issuer produces interim financial statements and the Co-Issuer does not publish audited annual financial statements.

JPMorgan Chase & Co. Entities JPMorgan Chase & Co. ("JPMorgan") has entered into an agreement with The Bank of New York Company, Inc. ("BNY") pursuant to which JPMorgan intends to exchange select portions of its corporate trust business, including municipal, corporate and structured finance trusteeships, for BNY's consumer, small-business and middle-market banking businesses. This transaction has been approved by both companies' boards of directors and is subject to regulatory approvals. It is expected to close in the late third quarter or fourth quarter of 2006.

CERTAIN DEFINITIONS

All capitalised terms used herein but not defined have the meanings as ascribed to them in the Transaction Terms Agreement. In addition to the terms used in this Base Prospectus that have the meanings set out in Condition 2 (Interpretation) of the Terms and Conditions of the Notes, the

following expressions have the following meanings:

"5 Day NCO" is the limit which provides that the Issuer's net cumulative cash outflow during any five (5) consecutive Business Days during the period of one calendar year from the date of assessment shall not exceed the aggregate amount of Committed Liquidity as at such date of assessment;

"10 Day NCO" is the limit which provides that the Issuer's net cumulative outflow during any ten (10) consecutive Business Days during the period of one calendar year from the date of assessment shall not exceed the Committed Liquidity plus the Haircut Market Value of Liquidity Eligible Assets;

"15 Day NCO" is the limit which provides that the Issuer's net cumulative cash outflow, as calculated in accordance with the Agreed Criteria, during any fifteen (15) consecutive Business Days during the period of one calendar year from the date of assessment shall not exceed the aggregate amount of Committed Liquidity plus the Haircut Market Value of the Liquidity Eligible Assets in the Portfolio and the Additional Liquid Assets as at such date of assessment;





"Additional Fixed Interest Amount" means with respect to any Capital Note the amount (if any) specified in the relevant Final Terms;

"Additional Floating Interest Amount" means with respect to any Capital Note the amount (if any) specified in the relevant Final Terms;

"Additional Liquid Assets" means assets satisfying the criteria therefor set out in the Operating Manual;

"Administrative Expenses" means (i) the Security Trustee Obligations (ii) the Custodian Obligations and (iii) the Securities Agent Obligations;

"Administrator" means Ogier SPV Services Limited in its capacity as "Administrator" under the Administration Agreement;

"Advance" means an advance, drawing or other disbursement (as from time to time reduced by repayment) made by a Liquidity Provider to the Issuer pursuant to a Liquidity Facility;

"Allocate", "Allocated", "Allocating" and "Allocation" mean the mechanisms described in Clause 7.6 (Specified Portfolios) of the Security Trust Deed pursuant to which the Issuer's assets and liabilities are associated with one or more (which may be all) of the Specified Portfolios;

"Associated Derivatives" means those Derivatives with respect to which the Issuer intends, from time to time, to enter into, Acquire or become obliged, in order to hedge or insure interest rate, currency, credit or other exposure with respect to an instrument (including any Debt Security, Derivative, Liquidity Facility, Note or other financial instrument or security);

"Base Interest" means with respect to any Capital Note the amount specified in the relevant Final Terms;

"Capital Note Obligations" means the aggregate unpaid principal of, and unpaid interest accrued and to accrue up to the repayment date, if any, on, the Capital Notes and the obligations of the Issuer to any Term Note Agent in respect of reimbursement obligations for advances made by such agents on behalf of the Issuer in respect of maturing Capital Notes provided for in the Term Note Programme Documents, and, except as otherwise restricted above, all other amounts owing from time to time under the Term Note Programme Documents, in each case regardless of whether such obligations and liabilities are absolute or contingent, due or not due, liquidated or unliquidated and whether or not for the payment of money or the performance or non-performance of any act;

"Collateral" means the UK Collateral the U.S. Collateral, if any, and the Jersey Collateral;

"Committed Liquidity" means any of (a) amounts available for drawing under Liquidity Facilities (other than Breakable Deposit Facilities) and provided by a Liquidity Provider rated at least A-1 by S&P and P-1 by Moody's, (b) amounts available for drawing under Breakable Deposit Facilities with Approved Banks and meeting such criteria for Breakable Deposit Facilities as may be agreed with the Rating Agencies from time to time, and (c) amounts available for drawing under Liquidity Facilities (not described in (a)) and other liquidity arrangements that meet such criteria as may be agreed with the Rating Agencies from time to time;

"Counterparty Credit Rating" means, with respect to any person, a credit rating, if any, assigned to such person with respect to such person's obligations as a counterparty under any Derivative, Repo Transaction, Reverse Repo Transaction or Liquidity Facility;

"Credit Derivative" means a Derivative with respect to which the Issuer intends, from time to time, to enter into, whose payment is linked to the financial performance of reference entity and/or a reference obligation;

"Cumulative Realised Losses" means the aggregate amount of Realised Losses for all currently held or previously held Investments (taken as a positive number) minus the aggregate amount of all Realised Gains for all currently held or previously held Investments (taken as a positive number) minus the amount of available reserves;

"Custody Accounts" means, collectively, the deposit accounts and securities accounts, and all subaccounts thereof, if any, that are established or maintained in accordance with, or are subject to, the Custody Agreement and designated as custody accounts, and any successor custody accounts established in accordance with Clause 7.1 (Establishment of Custody Accounts) of the Security Trust Deed;

"Custodian Obligations" means the fees, costs, losses, damages, expenses (including reasonable legal fees and expenses) and indemnification obligations of the Issuer to the Custodian provided for under the Custody Agreement, regardless of whether such fees, costs, expenses or indemnification obligations are absolute or contingent, due or not due, liquidated or unliquidated and whether or not for the payment of money or the performance or non-performance of any act;

"Deposited Funds" means all funds at any time, and from time to time, on deposit in or otherwise to the credit of the Accounts, including proceeds drawn under Liquidity Facilities;

"Derivative" means an instrument, the performance of which derives from the performance of another instrument or other reference measure and includes an agreement which constitutes or provides for a rate swap, basis swap, forward rate transaction, equity or equity index option, credit or credit index swap, credit or credit index option, credit default swap, total return swap, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, any option with respect to any of the foregoing and any combination of any of the foregoing;

"Derivative Counterparty" means any person which is party to a derivative with, or has provided a derivative for the benefit of, the Issuer;

"Dollar Equivalent" means (a) in relation to any amount denominated in Dollars, such amount, and (b) in relation to any amount denominated in a currency other than Dollars (the "non-Dollar amount"), the amount in Dollars that would be obtained by converting the non-Dollar amount into Dollars (i) pursuant to a forward currency exchange contract or other relevant hedge contract, if any, entered into by the Issuer in relation to the non-Dollar amount and then in effect, or (ii) if there is no such contract, at the Quoted Spot FX Rate.

"Eligible Currency" means U.S. dollars, Sterling, Euro and such other currencies as may be approved by the Rating Agencies from time to time;

"Enforcement Manager" means HSH Nordbank Securities, in its capacity as Enforcement Manager under the Management Agreement or any successor appointed pursuant to Clause 3.2 (Replacement of Manager) of the Security Trust Deed;

"Fee Payment Date" means the 15th day of each of January, April, July and October, or such other dates agreed between the Issuer and the Manager from time to time;

"Haircut Market Value" means, with respect to any Liquidity Eligible Asset or Additional Liquid Asset, the product of (i) the Market Value of such Liquidity Eligible Asset or Additional Liquid Asset, as the case may be, and (ii) the relevant percentage for determining the Haircut Market Value thereof set forth in the Operating Manual;

"Insolvency Administrator" means an Administrator appointed under the Insolvency Act 1986;

"Junior Holders" means (i) the holders of the Capital Note Obligations, (ii) the Manager, with respect to the Junior Management Fees, and (iii) any other holder of Junior Obligations;

"Liquidity" means, collectively, the liquidity obtained by the Issuer's (a) entering into Liquidity Facilities and/or (b) holding investments in Money Market Funds;

"Liquidity Eligible Assets" and "LEAs", " means high-quality liquid assets satisfying the criteria therefor set out in the Operating Manual;

"Liquidity Note" means each ECP Note or USCP Note the maturity date of which may be extended pursuant to the terms and conditions of the relevant CP Documents;

"Liquidity Provider" means an institution which, whether individually or through a syndicate of institutions, provides a Liquidity Facility to the Issuer;

"Obligor" means (a) in respect of any Debt Security, Derivative, Repo Agreement, Reverse Repo Agreement or Money Market Fund, the person determined to be the obligor for such Investment pursuant to criteria agreed between the Issuer and the Rating Agencies from time to time; or (b) in the absence of the criteria referred to in clause (a), in respect of a Debt Security or Money Market Fund, the issuer of such Debt Security or Money Market Fund or, if the payment obligations of such issuer under such Debt Security or Money Market Fund are fully, unconditionally and irrevocably guaranteed by another person having a higher rating than such issuer, such guarantor; and in respect of a Derivative, Repo Agreement or Reverse Repo Agreement, the counterparty to such Derivative, Repo Agreement or Reverse Repo Agreement or, if the payment obligations of such counterparty under such Derivative, Repo Agreement or Reverse Repo Agreement are fully, unconditionally and irrevocably guaranteed by another person having a higher rating than such counterparty, such guarantor;

"Operating Expenses" means all fees, costs and expenses (including indemnity payments) of the Issuer and the Co-Issuer that have not been paid pursuant to Clauses 7.2(a) and (b) or 7.3(a) and (b) of the Priority of Payments, including (a) the Senior Management Fee and the Management Expenses (but not the Junior Management Fees), (b) any such fees, costs, losses, damages, expenses and payments (including indemnity payments) due to any Dealer or other underwriter, placement agent or dealer, and (c) all fees, costs, losses, damages and expenses (including indemnity payments) of (i) any Securities Intermediary under any Account Control Agreement, (ii) a Tri-Party Custodian under a TriParty Agreement, (iii) the Securities Agents under the applicable Transaction Documents, (iv) the Liquidity Providers under the Liquidity Facilities (for the avoidance of doubt, not including any payments of interest and principal payable to the Liquidity Providers thereunder) and (v) the Administrator under the Administration Agreement; provided that "Operating Expenses" shall not include any fees, costs or expenses that represent a participation in the profits or similar cash flow of the Issuer or the Co-Issuer, any other expenses of the Issuer specifically designated as "Administrative Expenses" or "Senior Obligations" or any indemnity obligations of the Issuer to present or former officers pursuant to the Articles of Association of the Issuer;

"Portfolio" means the Investments and Associated Derivatives held by or on behalf of the Issuer;

"Portfolio Composition Limits" means the Portfolio composition limits set out in Schedule 4 (Portfolio Composition Limits) to the Management Agreement;

"Portfolio Limits" means the Currency Sensitivity Limit, the Interest Rate Sensitivity Limit, the NCO Limits, the Capital Adequacy Tests, the Leverage Compliance Tests and such other limits or guidelines with respect to the Portfolio and each Specified Portfolio as may be set out in the Management Agreement (including in the Schedules thereto);

"Programme Limit" means the total of the Senior Note Programme Limit (US$20,000,000,000), the Senior Subordinated Note Programme Limit (US$2,000,000,000) and the Capital Note Programme Limit (US$2,000,000,000);

"Proportionate Share" means, in respect of any Deficit Portfolio and the liabilities of the Issuer related thereto, a fraction obtained by dividing (a) the Dollar Equivalent of the then book value of the Senior Subordinated Notes and Capital Notes then outstanding and Allocated to such Deficit Portfolio by (b) the Dollar Equivalent of the then book value of all Senior Subordinated Notes and Capital Notes outstanding and Allocated to Specified Portfolios which have available Deposited Funds;

"Realised Gain" means, with respect to any Investment, any gain on sale, or on redemption attributable to the principal amount of such Investment;

"Realised Losses" means, with respect to any Investment, any losses attributed to the principal amount of such Investment which is not recoverable after giving effect to all respective enforcement and recovery actions by the Issuer or the Co-Issuer;

"Repo Counterparty" means any person which is a party to a Repo Agreement with the Issuer;

"Reverse Repo Counterparty" means any person which is a party to a Reverse Repo Agreement with the Issuer.

"Required Capital Noteholders" means, for the entire Portfolio or a Specified Portfolio as applicable, on any date of determination, Capital Noteholders representing more than 50% of the outstanding principal balance of the Capital Notes for the entire Portfolio or Allocated to such Specified Portfolio, as the case may be;

"Reserve Account" " means an account of the Issuer to be maintained with the Custodian, in which will be deposited certain distributions pursuant to the Priority of Payments and the other Transaction Documents;

"Securities Agents" means, as the context requires, any or all of the USCP Agents, the ECP Agents and the Term Note Agents;

"Securities Agent Obligations" means the fees, costs, losses, damages, expenses (including reasonable legal fees and expenses) and indemnification obligations of the Issuer to the Securities Agents provided for under the ECP Issuing and Paying Agency Agreement, the USCP Depositary Agreement or the Term Note Agency Agreement, regardless of whether such fees, costs, expenses or indemnification obligations are absolute or contingent, due or not due, liquidated or unliquidated and whether or not for the payment of money or the performance or non-performance of any act;

"Specified Portfolio" means the portfolios of Investments and Associated Derivatives Allocated to Specified Portfolios by the Manager from time to time on its books and records (subject to receipt of Rating Confirmation if required by the Operating Manual); provided that, if no separate sub-portfolios have been created, the term "Specified Portfolio" shall refer to the entire Portfolio;

"U.S. Note Co-Issuance Agreement" means the note co-issuance agreement entered into by the Issuer and the Co-Issuer in connection with the issuance of Securities co-issued by the Issuer and the Co-Issuer.

REGISTERED OFFICE OF THE ISSUER REGISTERED OFFICE OF THE CO-ISSUER

–  –  –



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