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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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As part of the harmonization of transparency requirements, the European Commission is scheduled to adopt a directive known as the Transparency Obligations Directive that, among other things, will regulate issuers of securities that are offered to the public or admitted to trading on a European Union regulated market. The listing of Notes on any European Union securities exchange would subject the Issuer to regulation under the directive, although the requirements applicable to the Issuer are not yet fully clarified. The Issuer will not be required to apply for, list or maintain a listing for any Notes on a European Union securities exchange if compliance with the directive (or other requirements adopted by the European Commission or a Relevant Member State (as defined below)) becomes burdensome in the sole judgment of the Issuer. Should the Notes be delisted from any exchange, the ability of the holders of such Notes to sell such Notes in the secondary market may be negatively affected.

EU Savings Tax Directive

The European Union has adopted a Directive (2003/48/EC) regarding the taxation of savings income.

Since July 1, 2005, Member States have been required to provide to the tax authorities of other Member States details of payments of interest or other similar income paid by a person within its jurisdiction to an individual in another Member State, except that Austria, Belgium and Luxembourg will instead impose a withholding system for a transitional period unless during such period they elect otherwise. A number of non-European Union countries and territories including Switzerland have agreed to adopt similar measures (a withholding system in the case of Switzerland) with effect from the same date.

If a payment is made or collected through a Member State which has opted for a withholding system and an amount of, or in respect of, tax is withheld from that payment, none of the Issuer, the CoIssuer, any Paying Agent or any other person will be obliged to pay additional amounts with respect to any Note as a result of the imposition of such withholding tax.

Changes in Law

This Base Prospectus has been prepared by the Issuers on the basis of laws, treaties, rules and regulations in force at the date of this Base Prospectus. Such laws, treaties, rules and regulations may be subject to change or adverse interpretations after the initial date on which Notes are issued.

Therefore, there can be no assurance that, as a result of any change in any current applicable law, treaties, rule or regulation in force, or interpretation thereof, the Issuers' ability to make payment on the Notes or the interests of the Noteholders in general will not be adversely affected.

SUPPLEMENTAL PROSPECTUS

The Issuers will, if the terms of the Programme are varied or supplemented or in the event of any significant new factor, material mistake or inaccuracy relating to information included in this Base Prospectus which is capable of affecting the assessment of any Notes, prepare a supplement to this Base Prospectus or publish a new Base Prospectus for use in connection with any subsequent issue of Notes. Furthermore, the Issuers have given an undertaking to the Dealers that if at any time during the duration of the Programme there is a significant change affecting any matter contained in this Base Prospectus, including any modification of the terms and conditions or any material adverse change in the financial position of the Issuers, whose inclusion would reasonably be required by investors and their professional advisers, and would reasonably be expected by them to be found in this Base Prospectus, for the purpose of making an informed assessment of the assets and liabilities, financial position, profits and losses and prospectus of the Issuers and the rights attaching to the Notes, the Issuers shall prepare an amendment or supplement to this Base Prospectus or publish a replacement Base Prospectus for use in connection with any subsequent offering of the Notes and shall supply to each Dealer such number of copies of such supplement hereto or replacement Base Prospectus as such Dealer may reasonably request. For the avoidance of doubt, any such amendment or supplement to this Base Prospectus will only be applicable to those Notes issued on or after the date of publication of such amendment or supplement.

TERMS AND CONDITIONS OF THE NOTES

The following is the text of the terms and conditions that, save for the text in italics and subject to completion and amendment and as supplemented or varied in accordance with the provisions of Part A of the relevant Final Terms, shall be applicable to the Notes in global form and in definitive form (if any) issued in exchange for the Global Note(s) representing each Series. The applicable Final Terms in relation to any Series of Notes may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with such terms and conditions, replace or modify the following terms and conditions for the purpose of such Notes. The terms and conditions applicable to any Note in global form will differ from those terms and conditions which would apply to the Note were it in definitive form to the extent described under "Summary of Provisions Relating to the Notes while in Global Form" below. Either (a) the full text of these terms and conditions together with the relevant provisions of Part A of the Final Terms or (b) these terms and conditions as so completed, amended, supplemented or varied (and subject to simplification by the deletion of non-applicable provisions), shall be endorsed on the Note Certificates relating to such Notes. All capitalised terms that are not defined in these Conditions will have the meanings given to them in Part A of the relevant Final Terms. Those definitions will be endorsed on the definitive Notes or Note Certificates, as the case may be. References in the Conditions to "Notes" are to the Notes of one Series only, not to all Notes that may be issued under the Programme.





1. INTRODUCTION

(a) Programme: Carrera Capital Finance Limited (the "Issuer") and Carrera Capital Finance LLC (the "Co-Issuer") have established a Senior Term Note, Senior Subordinated Note and Capital Note Programme (the "Programme") for the issuance of notes which may constitute either senior or senior subordinated obligations of the Issuer and the Co-Issuer or subordinated obligations of the Issuer (in respect of notes issued pursuant to Rule 144A (as defined below)) or senior, senior subordinated or subordinated obligations of the Issuer (in respect of Notes issued pursuant to Regulation S (as defined below)) (the "Senior Term Notes", "Senior Subordinated Notes" or "Capital Notes", respectively). The Issuer and Co-Issuer will offer and sell Senior Term Notes and Senior Subordinated Notes and the Issuer will offer and sell Capital Notes, in each case to be issued under the Programme in an offering in the United States to "qualified institutional buyers" (as defined in Rule 144A ("Rule 144A") under the United States Securities Act of 1933, as amended (the "Securities Act") that are also "qualified purchasers" (as defined in Section 2(a)(51)(A) of the Investment Company Act of 1940, as amended), in reliance on Rule 144A. The Issuer will offer and sell Senior Term Notes, Senior Subordinated Notes and Capital Notes in offshore transactions outside of the United States in reliance on Regulation S under the Securities Act ("Regulation S"). The Issuer and the Co-Issuer intend to treat the Senior Notes and the Senior Subordinated Notes as debt for U.S. federal tax purposes. Each holder of Senior Notes and Senior Subordinated Notes, by the acquisition of a beneficial interest therein will agree to treat Senior Notes and Senior Subordinated Notes as debt for U.S. federal tax purposes.

Further, the Issuer, and each holder of a Capital Note, by acquiring a beneficial interest therein, will agree to treat such Capital Note as equity of the Issuer for U.S. federal income tax purposes.

(b) Final Terms: Notes issued under the Programme are issued in series (each a "Series") and each Series may comprise one or more tranches (each, a "Tranche") of Notes. Each Tranche is the subject of a final terms supplement (the "Final Terms") which supplements these terms and conditions (the "Conditions"). The Final Terms will, in the case of Notes listed on the official list of the Irish Stock Exchange Limited (the "Irish Stock Exchange") or offered in circumstances which require the publication of a prospectus, be available at the offices of the Irish Paying Agent during usual business hours on any week day (excluding Saturdays, Sundays and any public holiday). The terms and conditions applicable to any particular Tranche of Notes are these Conditions as supplemented, amended and/or replaced by the relevant Final Terms. In the event of any inconsistency between these Conditions and the relevant Final Terms, the relevant Final Terms shall prevail.

(c) Agency Agreement: The Notes will be issued pursuant to an issuing and paying agency agreement dated on or around the Closing Date (as amended and/or supplemented and/or restated from time to time, the "Agency Agreement") between the Issuers, JPMorgan Chase Bank, N.A., London Branch, as principal paying agent (the "Principal Paying Agent", which expression includes any successor principal paying agent appointed from time to time in connection with the Notes), JPMorgan Chase Bank, N.A., as registrar (the "Registrar", which expression includes any successor registrar appointed from time to time in connection with the Notes) and as New York paying agent (the "New York Paying Agent", which expression includes any successor New York paying agent appointed from time to time in connection with the Notes), J.P. Morgan Bank (Ireland) plc, as Irish paying agent (the "Irish Paying Agent", which expression includes any successor Irish paying agent appointed from time to time in connection with the Notes), the paying agents named therein (together with the Principal Paying Agent, the Registrar, the New York Paying Agent and the Irish Paying Agent, the "Paying Agents", which expression includes any successor or additional paying agents appointed from time to time in connection with the Notes), the transfer agents named therein (the "Transfer Agents", which expression includes any successor or additional transfer agents appointed from time to time in connection with the Notes) and JPMorgan Chase Bank, N.A., as security trustee (the "Security Trustee", which expression shall include its successor(s) as security trustee and any additional security trustee or security trustees).

(d) Security Trust Deed: The Notes have the benefit of a security trust deed dated on or around the Closing Date (as amended and/or supplemented and or restated from time to time, the "Security Trust Deed") made by the Issuer in favour of the Security Trustee.

(e) Management Agreement: In relation to the Notes, the Issuers have entered into a Management Agreement (as amended, supplemented or replaced, the "Management Agreement") dated on or around the Closing Date with HSH Nordbank Securities S. A. (the "Manager", which term shall include any successor or substitute manager appointed pursuant to the terms of the Management Agreement).

(f) Custody Agreement: In relation to the Notes, the Issuer has entered into a custody agreement (as amended, supplemented or replaced, the "Custody Agreement") dated on or around the Closing Date, among the Issuer, the Manager, the Security Trustee, the Cash Manager and JPMorgan Chase Bank, N.A. as custodian (the "Custodian", which term shall include any successor or substitute custodian appointed pursuant to the terms of the Custody Agreement).

(g) The Notes: All subsequent references in these Conditions to "Notes" are to the Senior Term Notes, Senior Subordinated Notes and Capital Notes which are the subject of the relevant Final Terms. Copies of the relevant Final Terms are available during normal business hours at the Specified Office of each of the Paying Agents.

(h) Summaries: Certain provisions of these Conditions are summaries of the Agency Agreement and the Security Trust Deed and are subject to their detailed provisions. The Noteholders (as defined below) are bound by, and are deemed to have notice of, all the provisions of the Agency Agreement, the Security Trust Deed applicable to them. Copies of the Agency Agreement and the Security Trust Deed are available during normal business hours at the Specified Offices of the Irish Paying Agent and of each of the Paying Agents.

2. INTERPRETATION (a) Definitions

In these Conditions the following expressions have the following meanings:

"Accrual Yield" has the meaning given in the relevant Final Terms;

"Account Control Agreement" means each agreement substantially in the form of Schedule 1 (Form of Account Control Agreement) to the Security Trust Deed with such changes, additions and deletions as the Majority Secured Creditors may agree to, among the Issuer, the Security Trustee and a bank or other depository institution;

"Aggregate Outstanding Senior Debt" means, on any Business Day, the sum of (i) the deemed value of each outstanding Senior Note and Senior Subordinated Note, and (ii) the total principal amount of outstanding Advances (if any) plus any accrued interest thereon;

"Applicable Business Day Convention" means the Business Day Convention which may be specified in the relevant Final Terms as applicable to any date in respect of the Notes. Where the relevant Final Terms specifies "No Adjustment" in relation to any date, such date will not be adjusted in accordance with any Business Day Convention. Where the Final Terms fails either to specify an applicable Business Day Convention or "No Adjustment" for the purposes of an Interest Payment Date, then in the case of Notes which bear interest at a fixed rate, "No Adjustment" shall be deemed to have been so specified and in the case of Notes which bear interest at a floating rate, the Modified Following Business Day Convention shall be deemed to have been so specified. Different Business Day Conventions may apply, or be specified in relation to, the Interest Payment Dates and any other date or dates in respect of any Notes;



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