Company name Magnolia Finance VI
Headline Notice


RNS Number : 8849H
Magnolia Finance VI plc
17 July 2012
 

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.  This notice contains important information which should be read carefully before any decision is made with respect to the proposal set out below.  If you are in doubt as to the action you should take, you are recommended to seek your own financial and legal advice, including in respect of any tax consequences, immediately from your stockbroker, solicitor, accountant or other independent financial adviser.  Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to vote in respect of the proposal.  None of the Issuer, Credit Suisse, Credit Suisse International, the Trustee or any of the Paying Agents makes any recommendation as to whether or not or how holders of Notes should vote in respect of the proposal.

The distribution of this notice may be restricted by law in certain jurisdictions and persons into whose possession this notice comes are requested to inform themselves about, and to observe, any such restrictions.

If you have sold or otherwise transferred your entire holding(s) of Notes, please forward this document immediately to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

 

CONSENT REQUEST

MAGNOLIA FINANCE VI PLC

(the "Issuer")

Series 2006-10 JPY 1,000,000,000 Credit Index-Linked Principal Protected Variable Interest H3PI Notes due 2021

(the "Notes")

issued as Series 2006-10 under the Issuer's

U.S.$5,000,000,000 Programme for the issue of Limited Recourse Obligations

 

(ISIN:  XS0251749171; COMMON CODE: 025174917)

______________________________________

Background

The Notes are constituted by a trust deed executed pursuant to a constituting instrument dated 26 April 2006 (as supplemented on 1 June 2006, the "Original Constituting Instrument") between, among others, the Issuer, Credit Suisse AG ("Credit Suisse"), Credit Suisse International ("CSI"), HSBC Bank plc and HSBC Trustee (C.I.) Limited (the "Trustee").  Capitalised terms used herein but not defined shall have the meaning given to them in the Original Constituting Instrument, the draft Amendment Deed or the draft Amended and Restated Constituting Instrument, as applicable (each as defined below).

Consent Request

The Noteholders (as defined below) are invited to confirm acceptance of the terms of the form of written Extraordinary Resolution set out in Schedule 1 hereto (the "Written Resolution"), to effect a restructuring in relation to the Notes as further detailed in the Written Resolution (the "Restructuring").  Each Noteholder consenting to the Restructuring through the clearing systems (as further detailed below) will be deemed to have instructed HSBC Bank plc as the common depositary of the Global Notes (the "Common Depositary") to sign the Written Resolution to approve the Restructuring on its behalf.

In confirming acceptance to the Restructuring, each Noteholder will also be authorising the relevant clearing system operating the account to which holding of the Notes is credited to confirm to the Issuer, HSBC Bank plc as Principal Paying Agent and as Common Depositary and HSBC Trustee (C.I.) Limited as Trustee of the Notes, the nominal amount of Notes held by the Noteholder and in respect of which the Noteholder has voted in favour.

The consent of the holders of not less than 75 per cent. in nominal amount of the Notes then outstanding must be obtained for the Written Resolution to be signed. If the consent of not less than 75 per cent. of the Noteholders is obtained, the Written Resolution shall be signed by the Common Depositary on behalf of the consenting Noteholders and shall take effect as an Extraordinary Resolution of the Noteholders.

Procedure For Giving Consent

All of the Notes are held by the Common Depositary as common depositary for Euroclear Bank S.A./N.V ("Euroclear") and/or Clearstream Banking, société anonyme ("Clearstream, Luxembourg").  For the purposes of this consent request, a "Noteholder" shall mean each person who is for the time being shown in the records of Euroclear or Clearstream, Luxembourg as the holder of a particular nominal amount of the Notes unless the context otherwise requires and "holder of Notes" and related expressions shall be construed accordingly.

A Noteholder wishing to consent to the Written Resolution and thus approve the Restructuring must request that Euroclear and/or Clearstream, Luxembourg block the Notes credited to its account(s) until the earlier of: (i) the close of business on the Final Voting Date (as defined below); and (ii) such time that the Trustee instructs Euroclear and/or Clearstream, Luxembourg for the Notes to be unblocked, whereupon such Noteholder may consent to the Written Resolution in accordance with the usual procedures of Euroclear and/or Clearstream, Luxembourg but must do so prior to 5 p.m. (London time) on 27 July 2012 (the "Final Voting Date").

As soon as practicable after the earlier of: (x) the Final Voting Date; and (y) if not less than 75 per cent. of the holders of the Notes have consented to the Written Resolution prior to the Final Voting Date, on such day and time:

(a)         HSBC Bank plc as Principal Paying Agent will provide to the Issuer and the Trustee details of the Noteholder consents received; and

(b)         notice of the results of the consent request process will be delivered by the Principal Paying Agent to Noteholders through Euroclear and Clearstream, Luxembourg.

Subject to consent to the Written Resolution being obtained from the holders of not less than 75 per cent. in nominal amount of the Notes then outstanding in accordance with the procedures referred to herein, the Written Resolution shall be signed by the Common Depositary.  The Restructuring shall then be effected by execution of the Amendment Deed if the parties to such document consent to the Restructuring.  Accordingly, the Restructuring will be implemented after: (i) the Issuer and the Trustee have been notified that not less than 75 per cent. of the holders of the Notes have agreed to the Restructuring; (ii) the Written Resolution has been signed; and (iii) the parties to the Amendment Deed have signed such document to effect the Restructuring.

The form of Amendment Deed, together with the form of Amended and Restated Constituting Instrument and Amended and Restated Terms and Conditions, are each annexed to the form of Written Resolution at Schedule 1 to this notice.

This Consent Request, and any non-contractual obligations arising out of or in connection with this Consent Request, shall be governed by and construed in accordance with English law.  The courts of England shall have exclusive jurisdiction with respect to any suit, action, dispute or proceedings arising out of or in connection with this Consent Request.

Representations and Warranties

If consent to the Written Resolution is obtained from the holders of not less than 75 per cent. in nominal amount of the Notes then outstanding, then each Noteholder will be deemed to represent and warrant to the Issuer, the Trustee, Credit Suisse and Credit Suisse International on the date that the Written Resolution is signed by the Common Depositary that:

(a)         it is acting for its own account and for investment purposes, it has no need for liquidity (which will not be provided by Credit Suisse, CSI or any other party) with respect to the Notes and no need to dispose of its interest in any Notes or portion thereof to satisfy any existing or contemplated indebtedness, obligations or other undertaking, and the value of the Notes (or any interest therein) is not disproportionate to its net worth;

(b)         it is duly authorised to approve the proposed changes to the Conditions of the Notes and arrangements related thereto;

(c)         it has sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of the Restructuring, as well as access to, and knowledge of, appropriate analytical tools to evaluate such merits and risks of an investment in the Notes and an indirect exposure to the assets and liabilities of the Issuer that are comprised in the Mortgaged Property and to which payments under the Notes are linked, in the context of its financial situation;

(d)         it has read and understood the Risk Factors set out at Annex 1 of the Written Resolution, and it fully understands the terms, potential consequences and economic impact of the Restructuring (including, without limitation, that the Notes are no longer principal protected);

(e)         it has reviewed the draft Amended and Restated Terms and Conditions, the draft Amended and Restated Constituting Instrument, and any other transaction documents incorporated by reference therein, and it has consulted with its legal, regulatory, tax, business, investment, financial and/or accounting advisers to the extent it deems necessary and have made its own investment, hedging and trading decisions (including decisions regarding the Restructuring) based upon its own judgement and upon advice from such advisers as it deems necessary and not upon any view expressed by or communication (written or oral) from the Issuer, the Trustee, Credit Suisse and/or CSI or any of their respective affiliates;

(f)          none of the Issuer, the Trustee, Credit Suisse and CSI nor any of their affiliates is acting as fiduciary for or an adviser to it in respect of the Restructuring (including, without limitation, with respect to the legal, financial, tax, accounting and regulatory capital treatment of the Restructuring and/or the Notes);

(g)         it understands that none of the Issuer, the Trustee, Credit Suisse and CSI nor any of their affiliates intend to make a secondary market in the Notes or to provide any buy-back bids to purchase the Notes from it on or after the Restructuring Date; and

(h)         the implementation of the Restructuring will not constitute a violation by it of any applicable laws or regulations of any applicable jurisdiction, including any applicable laws or regulations of any applicable jurisdiction prohibiting "insider dealing" in, or market manipulation or other market abuse in respect of, securities.

Trustee

In accordance with normal practice, the Trustee expresses no opinion as to the merits of the Restructuring (which it was not involved in negotiating).  It has, however, authorised it to be stated that, on the basis of the information set out in this Consent Request, it has no objection to the Restructuring and the Written Resolution being submitted to the Noteholders for their consideration.  The Trustee has, however, not been involved in formulating the Restructuring and makes no representation that all relevant information has been disclosed to Noteholders in this Consent Request.  Accordingly, the Trustee urges Noteholders who are in any doubt as to the impact of the implementation of the Restructuring to seek their own independent financial and legal advice.

 

This Consent Request is made by:

Magnolia Finance VI plc

5 Harbourmaster Place

IFSC

Dublin 1

Ireland

 

17 July 2012



SCHEDULE 1

FORM OF WRITTEN RESOLUTION

Series 2006-10 JPY 1,000,000,000 Credit Index-Linked Principal Protected Variable Interest H3PI Notes due 2021 (ISIN: XS0251749171) (the "Notes")

Written Resolution of the holders of the Notes issued by the Issuer

To: HSBC Trustee (C.I.) Limited (the "Trustee")

To: Magnolia Finance VI plc (the "Issuer")

1.          By this Written Resolution, the holders of [] per cent. in principal amount outstanding of the Notes acknowledge that they are aware of the proposal:

(a)      to amend and restate the constituting instrument dated 26 April 2006 (the "Issue Date") (as supplemented on 1 June 2006, the "Original Constituting Instrument") in relation to the Notes, as set out in an amended and restated constituting instrument between the Issuer, the Trustee, Credit Suisse International as determination agent and counterparty, HSBC Bank plc as issue agent, principal paying agent, account bank and custodian and HSBC Institutional Trust Services (Ireland) Limited as paying agent in Ireland (the "Amended and Restated Constituting Instrument"), the draft form of which is attached in Annex 2 hereto;

(b)      to terminate the charged agreement between the Issuer and Credit Suisse AG as counterparty ("Credit Suisse"), as evidenced by a 2002 ISDA Master Agreement and Schedule as supplemented by a confirmation of (i) a funding swap; (ii) an interest rate swap; and (iii) a total return swap, each dated the Issue Date (together the "Original Charged Agreement");

(c)       to terminate the portfolio management agreement entered into by, inter alios, the Issuer and Cairn Capital Limited (formerly known as Cairn Financial Products Limited) as portfolio manager on the Issue Date (the "Original Portfolio Management Agreement");

(d)      to enter into a 2002 ISDA Master Agreement and Schedule thereto (the "ISDA Master Agreement") as supplemented by a confirmation in respect of an asset swap transaction between the Issuer and Credit Suisse International (the "Asset Swap") referencing the 4.75 per cent. bonds due 5 August 2019 (ISIN: XS0444030646) issued by Credit Suisse AG, acting through its London branch, in a principal amount equal to EUR 9,900,000 (the "Underlying Bonds"); and

(e)      that, in accordance with the terms of the Asset Swap, the Underlying Bonds will be delivered by Credit Suisse International to the Issuer on the Restructuring Date and will, as of and from the Restructuring Date, be Charged Assets for the purposes of the Notes (the "Asset Delivery"),

in each case, with effect from the Restructuring Date (as defined in the Amendment Deed) by entering into an amendment deed (the "Amendment Deed"), the draft form of which is attached at Annex 2 hereto. Capitalised words and expressions herein which are not otherwise defined shall have the meaning given in the Amendment Deed and/or the Original Constituting Instrument, as applicable.

2.          By this Written Resolution, the holders of [] per cent. in principal amount outstanding of the Notes resolve, confirm and instruct:

(a)      that the Amendment Deed and each of the amendment and restatement of the Original Constituting Instrument as set out in the Amended and Restated Constituting Instrument, the termination of the Original Charged Agreement and the Original Portfolio Management Agreement, the entry into the Asset Swap and the Asset Delivery be and is hereby approved;

(b)      that each of the Trustee and the Issuer is hereby authorised and directed to enter into the Amendment Deed, the Amended and Restated Constituting Instrument and the Asset Swap, to terminate the Original Charged Agreement and the Original Portfolio Management Agreement and to concur in and execute all other such deeds, instruments, acts and things as may be necessary or desirable to carry out and give effect to this written resolution and/or as are contemplated in or in connection with the Amendment Deed, the Amended and Restated Constituting Instrument and the Asset Swap;

(c)       that the Trustee and the Issuer shall have no liability for acting upon this written resolution even though it may be subsequently found that there is a defect in the passing of the resolution or that for any reason this resolution is not valid or binding on any holder of the Notes, notwithstanding the provisions of the Original Constituting Instrument, and resolve, confirm and instruct that any such non-compliance therewith is hereby waived; and

(d)      that each of the Issuer and the Trustee is hereby discharged and exonerated from all liability for which it may have become or may become responsible under the Notes, the Conditions, any Charged Agreement and the global notes and any other related documents in respect of any act or omission in connection with this Written Resolution or its implementation.

3.          This resolution will take effect as an Extraordinary Resolution passed at a meeting of the Noteholders duly convened to consider such matters, in accordance with paragraph 22 of Schedule 1 to the Trust Deed.



 

 

DATED as of [] 2012

By:

 

…………………………………….

Name:

Title: 

HSBC Bank plc as Common Depositary acting on the instruction of holders of [] per cent. in principal amount of the Notes

 

 

 


ANNEX 1

Risk Factors

An investment in the Notes as to be restructured as contemplated in accordance with the Written Resolution of the Noteholders (to which these Risk Factors are annexed) involves substantial risks and is suitable only for investors who have the knowledge and experience in financial and business matters necessary to enable them to evaluate the risks and the merits of an investment in the restructured Notes. Before making a decision to consent to the Restructuring, Noteholders should consider carefully, in the light of their own financial circumstances and investment objectives, the considerations set forth below together with any other considerations deemed appropriate by the Noteholder. Noteholders should make such enquiries as they think appropriate about the Notes, the Issuer and the Charged Assets obligor, without relying on the Issuer or CSI or any affiliate of CSI. The following risk factors, which are non-exhaustive, may alone or collectively reduce the return on the Notes and could result in the loss of all or a portion of a Noteholder's investment in the Notes. Each Noteholder is solely responsible for making its own independent appraisal of all such matters and such other matters as the Noteholder deems appropriate, in determining whether to agree to the Restructuring. References to "CSI" are to Credit Suisse International and, in this section entitled "Risk Factors", includes its affiliates. Other capitalised terms used but not defined in this section shall have the respective meanings given to them in the Conditions of the Notes (as amended and supplemented by the Amended Terms and Conditions).

Limitations on claims against the Issuer

The Notes are solely obligations of the Issuer and neither CSI nor the Underlying Obligor has any obligation to the Noteholders for payment of any amount due in respect of the Notes. The Issuer is a special purpose company established, inter alia, for the purpose of issuing the Notes. The Notes are limited in recourse, inter alia, to the Charged Assets held pursuant to the Agency Agreement and the Custody Agreement and the Asset Swap. If the net proceeds of the enforcement of the Mortgaged Property for the Notes are not sufficient to make all payments due in respect of the Notes, no other assets of the Issuer (including, in particular, the assets comprising the security for any other series of notes issued by the Issuer) will be available to meet such shortfall and the claims of Noteholders in respect of any such shortfall shall be extinguished.

The Trustee is required to apply all monies received by it in connection with the realisation or enforcement of the security in accordance with the priority specified under the Trust Deed. In this instance monies shall first be applied, to the extent applicable, to meet taxes in respect of the Notes payable by the Issuer or Share Trustee, various fees and expenses, including any expenses or remuneration due to the Trustee or to any receiver appointed pursuant to the Trust Deed and the claims of the Counterparty under the Charged Agreement including, but not limited to, any termination payments due to the Counterparty in accordance with the Asset Swap prior to any payments to the Noteholders.

Credit risk

The Notes are subject, inter alia, to the credit risk of the Underlying Obligor and the Counterparty. The Notes are also subject to the credit risk of the Account Bank and the Custodian to the extent that (i) there are any funds standing to the credit of any account of the Issuer held with the Account Bank and/or the Custodian and (ii) the Underlying Bonds will be held by the Custodian on behalf of the Company and in the event that delivery of the Underlying Bonds to the Custodian has taken place by book entry transfer through a clearing system, the Company may have only a contractual claim as against the Custodian for the return of the Underlying Bonds rather than a proprietary interest in the Underlying Bonds. Any Noteholder should have such knowledge and experience in financial and business matters and expertise in assessing credit risk that it is capable of evaluating the merits, risks and suitability of the Restructuring. Neither the Issuer nor CSI purports to be a source of information and credit analysis with respect to the Underlying Obligor, the Account Bank, the Custodian or the Counterparty.  In the event of a default by the Underlying Obligor, the Account Bank, the Custodian or the Counterparty, the proceeds that Noteholders receive are likely to be significantly less than par.

Rating of the Notes

Following the Restructuring, the Notes will no longer be rated.

The value of the Notes may be volatile

The value of the Notes may be highly volatile and several factors, which are beyond the control of CSI or any of its affiliates or the Issuer, will influence the value of the Notes, including, without limitation, general economic conditions, the conditions of financial markets including the European credit and sovereign markets, European and international political events, developments or trends in any relevant industry, the value of the Charged Assets and the creditworthiness of the Underlying Obligor, prevailing interest rates, the time remaining to the maturity of the Notes, the creditworthiness of the Counterparty, the Account Bank, the Custodian and the Principal Paying Agent and any regulatory changes.  In particular if credit spreads of the Underlying Bonds widen or increase, and/or interest rates rise, the value of the Notes is expected to fall.

Provision of information

Neither the Issuer nor CSI (i) has provided or will provide Noteholders with any information or advice with respect to the Underlying Obligor, the Account Bank, the Custodian or the Counterparty, or (ii) makes any representation as to the credit quality of the Underlying Obligor, the Account Bank, the Custodian or the Counterparty. The Issuer and CSI may have acquired, or during the term of the Notes may acquire, non-public information with respect to the Underlying Obligor, the Account Bank, the Custodian or the Counterparty which will not be disclosed to holders of Notes.

The timing and limited scope of the information provided to Noteholders regarding the Underlying Obligor, the Account Bank, the Custodian or the Counterparty may affect the liquidity of the Notes and the ability of Noteholders to value the Notes accordingly.

Business relationships and conflicts of interest

There is no limitation or restriction on CSI or any of its affiliates with regard to acting as advisor (or any other similar role) to other parties or persons or entering into, performing or enforcing its rights in respect of a broad range of transactions in various capacities for its own account and for the account of other persons, from time to time in relation to its business. This, and other future activities of CSI and/or its affiliates may give rise to conflicts of interest. These interests may conflict with the interests of the Noteholders and the Noteholders may suffer a loss as a result. In particular, CSI and/or its affiliates may deal in the Underlying Bonds and may have existing or future business relationships with the Underlying Obligor or its affiliates, the Trustee, Noteholders or any other person or entity (including, but not limited to, lending, depositary, risk management, advisory and banking relationships), and will pursue actions and take steps that it deems or they deem necessary or appropriate to protect its or their interests (in whatever capacity) arising therefrom and its business, even where to do so may be in conflict with the interests of the Noteholders, and CSI or any of its affiliates may in so doing, act without notice to, and without regard to the consequences for a Noteholder.

Depending upon the circumstances, the interests of the Noteholders, the Issuer, the Counterparty and the other parties whose interests are secured under the Trust Deed may differ and may not be aligned.

No claim against the Account Bank, the Custodian or the Underlying Obligor

The Notes will not represent a claim against the Account Bank, the Custodian or the Underlying Obligor and, in the event of any loss, a Noteholder will not have recourse under the Notes to the Account Bank, the Custodian or the Underlying Obligor.

Determinations

Credit Suisse International will act as the Determination Agent in respect of the Notes and the Calculation Agent in respect of the Asset Swap. In performing its duties as Determination Agent and Calculation Agent, Credit Suisse International may have interests adverse to the interests of the Noteholders, which may affect Noteholders' return on the Notes, particularly where it is entitled to exercise discretion in the performance of those duties. Any of these activities could adversely affect the Issuer's payment to a Noteholder at maturity.

Taxation

Each Noteholder will assume and be solely responsible for any and all taxes of any jurisdiction or governmental or regulatory authority, including, without limitation, any state or local taxes or other like assessment or charges that may be applicable to any payment to it in respect of the Notes. The Issuer will not pay any additional amounts to Noteholders to reimburse them for any tax, assessment or charge required to be withheld or deducted from payments in respect of the Notes.

Early redemption risk

The Issuer may, upon certain specified early redemption events (including but not limited to the Charged Assets becoming repayable prior to their stated maturity date, unenforceability or illegality of the Issuer's obligations, payment default in respect of the Charged Assets, and the Issuer suffering tax charges in relation to its income or a withholding on income such that it would not satisfy in full its payment obligations in relation to the Notes), and after giving notice to Noteholders, redeem all Notes earlier than the Maturity Date. If the Issuer redeems the Notes early, the Issuer will, if and to the extent permitted by applicable law, pay each Noteholder the Early Redemption Amount on the date specified in the Conditions.

Such Early Redemption Amount may be significantly lower than the amount of the Noteholders' initial interest in the Notes and will be calculated in accordance with the Conditions. In particular, the net proceeds of enforcement of the security for the Notes will be applied to meeting the taxes in respect of the Notes payable by the Issuer or Share Trustee, various fees and expenses, including any expenses or remuneration due to the Trustee or to any receiver appointed pursuant to the Trust Deed, and the claims of the Counterparty under the Charged Agreement including, but not limited to, any termination payments due to the Counterparty in accordance with the Asset Swap, prior to any payment to the Noteholders.

Early redemption currency risk

In the event of the early redemption of the Notes, the Early Redemption Amount payable on each Note will be subject to the risk of currency fluctuations between Euro and JPY. This risk arises because the Underlying Bonds are denominated in Euro and therefore the proceeds of realisation of the Underlying Bonds will be denominated in Euro and converted into JPY at the Redemption Spot Rate. As a consequence of being exposed to this currency risk, in the case of any early redemption, Noteholders may suffer additional losses not related to changes in the value of the Underlying Bonds.

Modification, waivers and substitution

The Conditions contain provisions for calling meetings of Noteholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Noteholders including Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in a manner contrary to the majority.

The Conditions also provide that the Trustee may, without the consent of Noteholders, agree to (i) any modification to the Conditions, any Additional Charging Instrument or the Constituting Instrument (or the Trust Deed, the Custody Agreement, the Agency Agreement, the Charged Agreement or any other agreement or deed constituted or created by the Constituting Instrument) or any Additional Charging Instrument applicable to the Series which is of a formal, minor or technical nature or is made to correct a manifest error or is made as a result of any comments raised by the Irish Stock Exchange in connection with an application to list a Series of Notes, (ii) any other modification and any waiver or authorisation of any breach or proposed breach of any of the provisions of the Conditions, any Additional Charging Instrument or the Constituting Instrument applicable to the Series and to which the Issuer which, in the opinion of the Trustee, is not materially prejudicial to the interests of the Noteholders; (iii) determine without the consent of the Noteholders that any Event of Default (as defined in the Conditions) shall not be treated as such, if and insofar as in its opinion the interests of the Noteholders shall not be materially prejudiced thereby and only with the prior written consent of the Counterparty, or (iv) the substitution of another company as principal debtor under any Notes in place of the Issuer.

Independent review and advice

Each Noteholder must determine, based on its own independent review and such professional advice as it deems appropriate under the circumstances, that the Restructuring: (i) is fully consistent with its (or, if it is holding the Notes in a fiduciary capacity, the beneficiary's) financial needs, objectives and condition; (ii) complies and is fully consistent with all investment policies, guidelines and restrictions applicable to it (whether acquiring the Notes as principal or in a fiduciary capacity) and (iii) is a fit, proper and suitable investment for it (or, if it is holding the Notes in a fiduciary capacity, for the beneficiary), notwithstanding the clear and substantial risks inherent in investing in or holding the Notes.

Liquidity of investment

There can be no assurance that, after the Restructuring, a secondary market in the Notes will develop, or if it does develop, that it will provide holders of the Notes with any liquidity of investment or that it will continue for the life of the Notes.  If CSI chooses to provide liquidity, any price offered in respect of the Notes may incorporate a substantial discount and/or a substantial bid/offer spread.

Arm's-length contractual counterparty

The Counterparty is merely an arm's-length counterparty to the Issuer and is not its financial adviser or fiduciary.

New U.S. Tax Law

Under recently enacted U.S. tax legislation ("New U.S. Tax Law"), payments made on or after 14 September 2010 (i) pursuant to a securities lending transaction, a sale-repurchase transaction or a specified notional principal contract (as defined under the New U.S. Tax Law) that directly or indirectly are contingent upon, or determined by reference to, the payment of a U.S. source dividend (generally a dividend with respect to a U.S. corporation and, possibly, a foreign corporation that is engaged in a U.S. trade or business) or (ii) otherwise determined to be substantially similar to a payment described in clause (i) above ("Dividend Equivalent Payments"), will be treated as U.S. source dividends and subject to withholding.

The New U.S. Tax Law also includes new tax provisions commonly known as the Foreign Account Tax Compliance Act ("FATCA"). FATCA may impose a 30 per cent. withholding tax on payments of U.S. source interest and dividends made on or after 1 January 2014 and of gross proceeds from the sale of certain U.S. assets made on or after 1 January 2015 to a foreign financial institution (or "FFI") (such as the Issuer) that does not enter into, and comply with, an agreement with the U.S. Internal Revenue Service ("IRS") to provide certain information on its U.S. accountholders, including those holding debt or equity interests issued by the FFI. Further, FATCA may impose a withholding tax of up to 30 per cent. on gross payments due on or after 1 January 2014 under derivatives in certain circumstances. In general, an FFI is a non-US bank, non-US custodian, or a non-US entity engaged primarily in the business of investing, reinvesting, or trading in (i) securities, (ii) partnership interests, (iii) notional principal contracts, (iv) insurance annuity contracts or (v) commodities (or in a derivative position in any of the foregoing).

To avoid the withholding tax, the Issuer may enter into an agreement with the IRS (an "IRS FATCA Agreement"). An FFI that does not enter into such agreement or whose agreement is voided by the IRS will be treated as a "non-Participating FFI". Although the IRS has not yet announced the details, it is expected that the IRS FATCA Agreement will require the Issuer (or an intermediary financial institution, broker or agent (each, an "Intermediary") through which a beneficial owner holds its interest in an Note) to agree to (i) obtain certain identifying information regarding the holder of such Note to determine whether the holder is a U.S. person or U.S. owned foreign entity and to periodically provide identifying information about the holder to the IRS and (ii) comply with withholding and other requirements. In order to comply with its information reporting obligation under the IRS FATCA Agreement, the Issuer will be obliged to obtain information from any holder because unless the Issuer can adequately identify that the holder is a non-U.S. holder, it will be unable to properly identify (by matter of elimination) whether the holder is a U.S. Person.  To the extent any payments in respect of Notes are made to a holder by an Intermediary, such holder may be required to comply with the Intermediary's requests for identifying information that would permit the Intermediary to comply with its own IRS FATCA Agreement. Any holder that fails to properly comply with the related Issuer's or an Intermediary's requests for certifications and identifying information or, if applicable, a waiver of non-U.S. law prohibiting the release of such information to the IRS, will be treated as a "Recalcitrant Holder" that may be subject to a 30 per cent. U.S. withholding tax on all payments (including principal or gross proceeds) under the Notes.

If the Issuer or a non-U.S. Intermediary enters into an IRS FATCA Agreement, it may be required to deduct a withholding tax of up to 30 per cent. on payments (including gross proceeds and redemptions) made on or after 1 January 2017 to a Recalcitrant Holder or a holder that itself is an FFI and does not have in place an effective IRS FATCA Agreement (i.e., the holder is a non- Participating FFI). Neither the Issuer nor an Intermediary will make any additional payments to compensate a holder or beneficial owner for any amounts deducted pursuant to FATCA. It is also possible that the Issuer may be required to cause the disposition or transfer of Notes held by a Recalcitrant Holder and the proceeds from any such disposition or transfer may be an amount less than the then current fair market value of the Notes transferred.

If a US Intermediary makes a payment in respect of Notes to a non-US entity, such payment may be subject to a withholding tax of up to 30 per cent. if the recipient of such payment (whether or not it is the beneficial owner of such payment) either is a non-participating FFI or does not comply with such Intermediary's request for identifying information.

In general, obligations that are outstanding as of 31 December 2012 and that are not modified and treated as reissued after 31 December 2012 for U.S. federal income tax purposes (such obligations, "Grandfathered Obligations") will neither be treated as U.S. assets nor subject to withholding. Notes that are treated as equity and certain debt obligations lacking a definitive term (such as saving and demand deposits), however, are excluded from the grandfathering clause. Because the Notes likely will be treated as equity in the Issuer for US federal income tax purposes, they likely will not qualify for the grandfathering exemption.

If the Issuer decides not to enter into an IRS FATCA Agreement, the Issuer will be subject to a 30 per cent. withholding tax on payments of U.S. source interest and dividends made on or after 1 January 2014 and of gross proceeds from the sale of certain U.S. assets made on or after 1 January 2015 to the Issuer. In addition, the Issuer may be subject to a withholding tax of up to 30 per cent. on gross payments due on or after 1 January 2014 on the Asset Swap. Further, the Issuer's failure to enter into an IRS FATCA Agreement may preclude certain of its affiliates from themselves complying with FATCA. For this purpose affiliates are generally persons or entities that possess (directly or indirectly) 50 per cent. or more common ownership. Although not clear, for purposes of this common ownership test, each series of Notes may be treated as a separate entity. Noteholders should consult with their own tax advisors with respect to whether they may be deemed (for U.S. federal income tax purposes) to own more than 50 per cent. of both (i) the Issuer and (ii) other non-U.S. financial entities, since such ownership could (if the Issuer does not enter into an IRS FATCA Agreement) subject such other non-US entities to a 30 per cent. withholding tax, which could affect distributions to such prospective investors. Similarly, if a Noteholder is deemed to own 50 per cent. of both the Issuer and another non-U.S. financial entity that is required to, but that does not, enter into an IRS FATCA Agreement, the Issuer may be subject to a withholding tax of up to 30 per cent.

There can be no assurance that (i) payments to the Issuer in respect of its assets, including the Charged Assets, and under the Asset Swap or (ii) payments on a Note will not be subject to withholding under the New U.S. Tax Law or FATCA. If payments to the Issuer in respect of its assets, including the Charged Assets and under the Asset Swap are subject to withholding, this may result in the termination of the Charged Agreement and the early termination of the Notes in accordance with the Conditions (or, in circumstances where a Withholding Requirement (as defined in the Conditions) arises, a corresponding reduction in payments due on the Notes). In addition, even if a beneficial owner of a payment complies with requests for identifying information, the ultimate payment to such beneficial owner could be subject to withholding if an Intermediary is subject to withholding for its failure to comply with FATCA. Accordingly, Noteholders should consult their own tax advisors as to the potential implication of the U.S. withholding taxes on the Notes.

Examinership

Examinership is a court procedure available under the Irish Companies (Amendment) Act, 1990, as amended (the "1990 Act") to facilitate the survival of Irish companies in financial difficulties.

The Issuer, the directors of the Issuer, a contingent, prospective or actual creditor of the Issuer, or shareholders of the Issuer holding, at the date of presentation of the petition, not less than one-tenth of the voting share capital of the Issuer are each entitled to petition the court for the appointment of an examiner.  The examiner, once appointed, has the power to set aside contracts and arrangements entered into by the company after this appointment and, in certain circumstances, can avoid a negative pledge given by the company prior to this appointment.  Furthermore, the examiner may sell assets, the subject of a fixed charge.  However, if such power is exercised the examiner must account to the holders of the fixed charge for the amount realised and discharge the amount due to the holders of the fixed charge out of the proceeds of the sale.

During the period of protection, the examiner will formulate proposals for a compromise or scheme of arrangement to assist the survival of the company or the whole or any part of its undertaking as a going concern.  A scheme of arrangement may be approved by the Irish High Court when at least one class of creditors has voted in favour of the proposals and the Irish High Court is satisfied that such proposals are fair and equitable in relation to any class of members or creditors who have not accepted the proposals and whose interests would be impaired by implementation of the scheme of arrangement.

In considering proposals by the examiner, it is likely that secured and unsecured creditors would form separate classes of creditors.  In the case of the Issuer, if the Trustee represented the majority in number and value of claims within the secured creditor class (which would be likely given the restrictions agreed to by the Issuer in the Conditions), the Trustee would be in a position to reject any proposal not in favour of the Noteholders.  The Trustee would also be entitled to argue at the Irish High Court hearing at which the proposed scheme of arrangement is considered that the proposals are unfair and inequitable in relation to the Noteholders, especially if such proposals included a writing down to the value of amounts due by the Issuer to the Noteholders.  The primary risks to the holders of Notes if an examiner were appointed to the Issuer are as follows:

(a)         the potential for a compromise or scheme of arrangement being approved involving the writing down or rescheduling of the debt due by the Issuer to the Noteholders as secured by the Trust Deed;

(b)         the potential for the examiner to seek to set aside any negative pledge in the Notes prohibiting the creation of security or the incurring of borrowings by the Issuer to enable the examiner to borrow to fund the Issuer during the protection period; and

(c)         in the event that a scheme of arrangement is not approved and the Issuer subsequently goes into liquidation, the examiner's remuneration and expenses (including certain borrowings incurred by the examiner on behalf of the Issuer and approved by the Irish High Court) will take priority over the monies and liabilities which from time to time are or may become due, owing or payable by the Issuer to each of the secured creditors under the Notes or the transaction documents.

Preferred Creditors under Irish Law and Floating Charges

Under Irish law, upon an insolvency or examinership of an Irish company such as the Issuer, when applying the proceeds of assets subject to fixed security which may have been realised in the course of a liquidation or receivership, the claims of a limited category of preferential creditors will take priority over the claims of creditors holding the relevant fixed security. These preferred claims include the remuneration, costs and expenses properly incurred by any examiner of the company (which may include any borrowings made by an examiner to fund the company's requirements for the duration of his appointment) which have been approved by the Irish courts. (See "Examinership" above).

The interest of secured creditors in property and assets of an Irish company over which there is a floating charge only will rank behind the claims of certain preferential creditors on enforcement of such security. Preferential creditors include the Irish Revenue Commissioners, statutory redundancy payments due to employees (including where those employees have been made redundant as a result of the liquidation of the borrower) and money due to be paid by the Irish company in respect of employers' contributions under any pension scheme.

The holder of a fixed security over the book debts of an Irish tax resident company (which would include the Issuer) may be required by the Irish Revenue Commissioners, by notice in writing from the Irish Revenue Commissioners, to pay to them sums equivalent to those which the holder received in payment of debts due to it by the company. Where the holder of the security has given notice to the Irish Revenue Commissioners of the creation of the security within 21 days of its creation, the holder's liability is limited to the amount of certain outstanding Irish tax liabilities of the company (including liabilities in respect of value added tax) arising after the issuance of the Irish Revenue Commissioners' notice to the holder of fixed security.

The Irish Revenue Commissioners may also attach any debt due to an Irish tax resident company by another person in order to discharge any liabilities of the company in respect of outstanding tax whether the liabilities are due on its own account or as an agent or trustee. The scope of this right of the Irish Revenue Commissioners has not yet been considered by the Irish courts and it may override the rights of holders of security (whether fixed or floating) over the debt in question.

In relation to the disposal of assets of any Irish tax resident company which are subject to security, a person entitled to the benefit of the security may be liable for tax in relation to any capital gains made by the company on a disposal of those assets on exercise of the security.

The essence of a fixed charge is that the person creating the charge does not have liberty to deal with the assets which are the subject matter of the security in the sense of disposing of such assets or expending or appropriating the moneys or claims constituting such assets and accordingly, if and to the extent that such liberty is given to the Issuer any charge constituted by the Trust Deed may operate as a floating, rather than a fixed charge.

In particular, the Irish courts have held that in order to create a fixed charge on receivables it is necessary to oblige the chargor to pay the proceeds of collection of the receivables into a designated bank account and to prohibit the chargor from withdrawing or otherwise dealing with the monies standing to the credit of such account without the consent of the chargee.

Depending upon the level of control actually exercised by the chargor, there is therefore a possibility that the fixed security over the Charged Assets would be regarded by the Irish courts as a floating charge.

Floating charges have certain weaknesses, including the following:

(a)         they have weak priority against purchasers (who are not on notice of any negative pledge contained in the floating charge) and the chargees of the assets concerned and against lien holders, execution creditors and creditors with rights of set-off;

(b)         as discussed above, they rank after certain preferential creditors, such as claims of employees and certain taxes on winding-up;

(c)         they rank after certain insolvency remuneration expenses and liabilities;

(d)         the examiner of a company has certain rights to deal with the property covered by the floating charge; and

(e)         they rank after fixed charges.


ANNEX 2

Form of Amendment Deed

 

 

EXECUTION VERSION

Amendment Deed

Magnolia Finance VI plc

and

HSBC Bank plc

and

HSBC Trustee (C.I.) Limited

and

HSBC Institutional Trust Services (Ireland) Limited

and

Credit Suisse International

and

Credit Suisse AG

and

Credit Suisse AG, acting through its Cayman Islands Branch

and

Cairn Capital Limited (formerly known as Cairn Financial Products Limited)

Series 2006-10 JPY 1,000,000,000 Credit Index-Linked Principal Protected Variable Interest H3PI Notes due 2021 issued pursuant to the Magnolia Finance VI plc U.S.$ 5,000,000,000 Programme for the issue of Limited Recourse Obligations, to be restructured as Series 2006-10 JPY 1,000,000,000 Fixed Rate Notes due 2019

 2012


CONTENTS

CLAUSE                                                                                                                                 PAGE

 

1.          DEFINITIONS AND INTERPRETATION

2.          asset swap

3.          termination of ORIGINAL charged agreement

4.          termination of the portfolio management agreement

5.          AMendment

6.          Trustee as party

7.          Representations and Warranties

8.          Enforcement, Non-recourse

9.          portfolio manager

10.        Counterparts

11.        Governing Law and Jurisdiction

12.        Rights of Third Parties

 

APPENDIX 1.................................................................................................................................. 9

AMENDED AND RESTATED CONSTITUTING INSTRUMENT................................................................ 9

 


THIS DEED is made on              2012 (the "Restructuring Date") between:

(1)         MAGNOLIA FINANCE VI PLC, a company incorporated under the laws of Ireland, whose registered office is at 5 Harbourmaster Place IFSC, Dublin 1, Ireland (the "Issuer");

(2)         HSBC BANK PLC, LONDON BRANCH, of 8 Canada Square, London, E14 5HQ (as the "Issue Agent", the "Principal Paying Agent", the "New Account Bank" and the "Custodian");

(3)         HSBC TRUSTEE (C.I.) LIMITED, P.O. Box 88, 1 Grenville Street, St. Helier, Jersey, JE4 9PF (the "Trustee");

(4)         HSBC INSTITUTIONAL TRUST SERVICES (IRELAND) LIMITED, of 1 Grand Canal Square, Grand Canal Harbour, Dublin 2, Ireland (the "Irish Paying Agent"); and

(5)         CREDIT SUISSE INTERNATIONAL, a company incorporated under the laws of England and Wales whose registered office is at One Cabot Square, London E14 4QJ (as the "Determination Agent", the "Arranger", the "Dealer" and the "Asset Swap Counterparty");

(6)         CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, care of Credit Suisse International of One Cabot Square, London, E14 4QJ (the "Original Account Bank");

(7)         CREDIT SUISSE AG, care of Credit Suisse International of One Cabot Square, London E14 4QJ ("Credit Suisse"); and

(8)         CAIRN CAPITAL LIMITED (formerly known as Cairn Financial Products Limited), of 27 Knightsbridge, London SW1X 7LY (the "Portfolio Manager"),

(each a "Party" and together "the Parties").

Whereas:

(A)         The Issuer has issued its Series 2006-10 Credit Index-Linked Principal Protected Variable Interest H3PI Notes due 2021 (ISIN: XS0251749171) (the "Notes"), issued pursuant to the Magnolia Finance VI plc U.S.$ 5,000,000,000 Programme for the issue of Limited Recourse Obligations (the "Programme").

(B)         The Notes were constituted by a constituting instrument entered into by the parties to this deed incorporating the Master Trust Terms (August 2005 Edition) (Reference: MTTAug2005v1) (as supplemented on 1 June 2006, the "Original Constituting Instrument").

(C)        The Issuer and Credit Suisse have entered into a 2002 ISDA Master Agreement and Schedule (the "ISDA Master Agreement") as supplemented by confirmations evidencing a total return swap (the "Total Return Swap"), a funding swap (the "Funding Swap") and an interest rate swap (the "Interest Swap" and, together with the Total Return Swap and the Funding Swap, the "Swap Transactions")) (together, the "Original Charged Agreement").

(D)        A portfolio management agreement was entered into by, inter alios, the Issuer and the Portfolio Manager on the issue date of the Notes (the "Portfolio Management Agreement").

(E)         The Issuer and the Asset Swap Counterparty will enter into a 2002 ISDA Master Agreement and Schedule (the "ISDA Master Agreement") as supplemented by a confirmation of an asset swap transaction on the Restructuring Date (the "Asset Swap").

(F)         The Parties now wish to make certain amendments to the Notes and to terminate the Original Charged Agreement (including the Swap Transactions, to the extent not previously terminated) and the Portfolio Management Agreement as set out herein.

(G)        Noteholders holding at least 75 per cent. of the outstanding principal amount of the Notes consented to the amendments to the Notes as set out herein and the execution of this deed.  HSBC Bank plc as common depository executed the written resolution on behalf of the consenting Noteholders on [] 2012, and such written resolution shall take effect as an Extraordinary Resolution of the Noteholders.  The Trustee, as directed by the Noteholders and as evidenced by its execution hereof, and the other parties hereto agrees with such amendments.

Now this Deed witnesses and it is hereby agreed as follows:

1.          DEFINITIONS AND INTERPRETATION

1.1        Definitions

"Business Day" means a day on which commercial banks and foreign exchange markets settle payments and are open for general business in London and Tokyo and which is a TARGET Settlement Day;

"EUR" or "euro" means the currency introduced at the start of the third stage of European economic and monetary union on 1 February 1999 pursuant to the treaty establishing the European Community, as amended by the treaty on European Union;

"New Charged Agreement" means the Charged Agreement (as defined in the Amended and Restated Constituting Instrument) to be entered into on the Restructuring Date pursuant to clause 5 (Application of the Master Charged Agreement Terms) of the Amended and Restated Constituting Instrument;

"Original Collection Accounts" means the EUR Collection Account and the JPY Collection Account, each as defined in the Original Constituting Instrument; and

"TARGET Settlement Day" means any day on which the Trans-European Real-Time Gross Settlement Express Transfer (TARGET2) System is open for the settlement of payments in EUR.

1.2        Interpretation

In this deed:

(a)      clause headings are inserted for convenience and ease of reference only and shall not affect the interpretation of this deed;

(b)      all references to any statute or any provision of any statute shall be deemed also to refer to any statutory modification or re-enactment thereof of any statutory instrument, order or regulation made thereunder or under such modification or re-enactment;

(c)       all references to any agreement, deed or other document, shall refer to such agreement, deed or other document as the same may be amended, supplemented or modified from time to time;

(d)      references to "clauses", "schedules" and "appendices" shall, unless otherwise provided, be construed as references to the clauses and schedules of and to this deed; and

(e)      unless the context otherwise requires, words importing the singular number shall include the plural and vice versa, words importing the masculine gender shall include the feminine and vice versa and words importing persons shall include firms and companies and vice versa.

2.          asset swap

The Issuer and the Asset Swap Counterparty agree that with effect from the Restructuring Date, and by their execution of this deed, they shall be deemed to have entered into the confirmation of the Asset Swap in the form attached to the amended terms and conditions of the Notes set out in Schedule 2 (Conditions) of the Amended and Restated Constituting Instrument.

3.          termination of ORIGINAL charged agreement

The Issuer and Credit Suisse agree that the Original Charged Agreement and the Transactions entered into thereunder shall be terminated (to the extent not already terminated) on the Restructuring Date.  Accordingly, on the Restructuring Date:

(a)      the Original Charged Agreement will terminate and an amount will, in accordance with the terms thereof, be payable by Credit Suisse to the Issuer, or as applicable, from the Issuer to Credit Suisse; and

(b)      in consideration for the Asset Swap Counterparty entering into the Asset Swap with the Issuer, the Issuer shall procure that any amounts it is to receive from Credit Suisse in accordance with (a) above (including any Early Termination Amount payable thereunder) are paid by Credit Suisse to the Asset Swap Counterparty.

4.          termination of the portfolio management agreement

Each of the Portfolio Manager, the Issuer, Credit Suisse and the Determination Agent agree that:

(a)      the Portfolio Management Agreement shall be terminated (to the extent not already terminated) from (and including) the Restructuring Date without any payment by any such Party to another and vice versa, and the Trustee, by executing this deed, shall be deemed to have given its consent to such termination; and

(b)      in consideration of its execution of this deed, each such Party on behalf of itself and any other party, person or entity claiming under or through it hereby generally and irrevocably releases, discharges and acquits each other Party together with its respective current and former agents, officers, directors, employees, shareholders, subsidiaries, attorneys, successors and predecessors in respect of any claims, counterclaims, causes or rights of action or proceedings of whatsoever nature and howsoever arising whether known or unknown that any such Party has or may have against the other Party arising from or in connection with the Portfolio Management Agreement (including, without limitation, in relation to any claims concerning any further payments thereunder, whether in relation to the termination of the Portfolio Management Agreement or otherwise).

5.          AMendment

5.1        Amendment and Restatement of Original Constituting Instrument

The Original Constituting Instrument shall with effect from (and including) the Restructuring Date, be amended and restated by the parties thereto in the form agreed between all the Parties hereto (a copy of which is attached at Appendix 1 (Amended and Restated Constituting Instrument) hereto) so that the respective rights and obligations of the relevant parties under the Original Constituting Instrument from the Restructuring Date shall be governed by, and construed in accordance with the terms of the amended and restated instrument (the Original Constituting Instrument as amended and restated, the "Amended and Restated Constituting Instrument").

5.2        Amendment of Terms and Conditions of the Notes

The terms and conditions of the Notes as set out in the pricing supplement dated 26 April 2006 shall not apply to the Notes, from (and including) the Restructuring Date.  The amended terms and conditions (the "Amended Terms and Conditions" (a copy of which is attached at Schedule 2 (Conditions) of the Amended and Restated Constituting Instrument)) shall, from (and including) the Restructuring Date, apply to the Notes.

5.3        Placing Agreement

Each of the Issuer, the Arranger and the Dealer agree that, with effect from and including the Restructuring Date, clause 4.3 of the Placing Agreement will be disapplied and no further payments will be due from the Issuer in connection with the Administration Fees expressed to be payable thereunder including, but not limited to, the payment of the PV of Administration Fees referred to therein.

5.4        Original Account Bank

The Original Account Bank shall, on the Restructuring Date, pay to the New Account Bank the balances of the Original Collection Accounts (if any), to be credited to the JPY Account and the EUR Account (each as defined in the Amended and Restated Constituting Instrument), as applicable.

6.          Trustee as party

Each Party (other than the Trustee) acknowledges that the Trustee enters into this Deed and each document entered into and/or amended and where applicable restated by this Deed (this Deed, and such documents, the "Relevant Documents") at the direction of the Noteholders, pursuant to the Written Resolution and agrees that the Trustee shall incur no additional obligations or  liability as a consequence of its execution of this Deed or the performance of its duties in accordance with the terms hereof. The Relevant Documents are without prejudice to any indemnity which the Trustee may have whether under the documentation relating to the Notes, at law or otherwise.

7.          Representations and Warranties

Each Party (other than the Trustee) warrants and represents for the benefit of the other Parties that:

(a)      it is duly organised and validly existing under the laws of the jurisdiction of its organisation or incorporation and, if relevant under such laws, in good standing;

(b)      it has the power to execute this deed and any other documentation relating to this deed to which it is a party, to deliver this deed and any other documentation relating to this deed that it is required by this deed to deliver and to perform its obligations under this deed and has taken all necessary action to authorise such execution, delivery and performance;

(c)       such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgement of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;

(d)      all governmental and other consents that are required to have been obtained by it with respect to this deed have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and

(e)      its obligations under this deed constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors' rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).

8.          Enforcement, Non-recourse

Condition 10 (Enforcement and Limited Recourse) of the Notes as set out in the Original Constituting Instrument shall apply mutatis mutandis as if set out in full herein.

9.          portfolio manager

The Portfolio Manager is a Party hereto only for the purposes of terminating the Portfolio Management Agreement in accordance with the provisions of clause 4 above.

10.        Counterparts

This deed may be executed in any number of counterparts, which together shall, when so executed, constitute one deed.  Any Party may enter into this deed by executing a counterpart and this deed shall not take effect until it has been executed by all Parties.

11.        Governing Law and Jurisdiction

11.1      Governing Law

This deed (and any non-contractual obligations, dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this deed or its formation) shall be governed by and construed in accordance with English law.

11.2      Jurisdiction

Each Party agrees that the courts of England shall have exclusive jurisdiction to hear and decide any suit, action or proceedings, and/or to settle any disputes, which may arise out of or in connection with this deed (including its formation) (respectively, "Proceedings" and "Disputes") and, for these purposes, each Party irrevocably submits to the jurisdiction of the courts of England.

11.3      Appropriate Forum

Each Party agrees to the courts of England being nominated as the forum to hear and decide any Proceedings and to settle any Disputes and agrees not to claim that the courts of England are not a convenient or appropriate forum for any such Proceedings or Disputes.

11.4      Service of Process

The documents which start any Proceedings and any other documents required to be served in relation to those Proceedings may be served, in relation to the following Parties, on the persons specified below:

Issuer:

Fleetside Legal Representative Services Limited
9 Cheapside
London
EC2V 6AD
(Attention: The Directors, Magnolia Finance VI plc)

Credit Suisse:

Credit Suisse AG
c/o Credit Suisse International
One Cabot Square
London
E14 4QJ
(Attention: Managing Director - Legal Department)

Original Account Bank:

Credit Suisse AG, Cayman Islands Branch
c/o Credit Suisse International
One Cabot Square
London E14 4QJ
(Attention: Managing Director - Legal Department).

If such person is not or ceases to be effectively appointed to accept service of process the Issuer, Credit Suisse or the Original Account Bank (as applicable) shall forthwith appoint a new agent for service of process in England and deliver a copy of the new agent's acceptance of appointment to the Trustee within thirty days.  Nothing in this paragraph shall affect the right of the other Parties to serve process in any other manner permitted by law.  This clause applies to Proceedings in England and to Proceedings elsewhere.

12.        Rights of Third Parties

The Contracts (Rights of Third Parties) Act 1999 (the "Act") shall not apply to this deed and no person other than the Parties hereto (which term shall, for the purposes of this clause, include all permitted assignees) shall have any rights under the Act, nor shall this deed be enforceable under the Act by any person other than the Parties to it.

 


APPENDIX 1

AMENDED AND RESTATED CONSTITUTING INSTRUMENT

 


Amended And Restated Constituting Instrument

Magnolia Finance VI plc

and

Credit Suisse International

and

HSBC Trustee (C.I.) Limited

and

HSBC Bank plc

and

HSBC Institutional Trust Services (Ireland) Limited

relating to Series 2006-10 JPY 1,000,000,000 Fixed Rate Notes due 2019

26 April 2006 (as supplemented by a supplemental constituting instrument dated 1 June 2006), as amended and restated on [] 2012

 



CONTENTS

CLAUSE                                                                                                                                 PAGE

1.          INTERPRETATION

2.          amendment OF NOTES AND CREATION OF SECURITY

3.          APPLICATION OF MASTER AGENCY TERMS

4.          APPLICATION OF THE MASTER CUSTODY TERMS

5.          APPLICATION OF THE MASTER CHARGED AGREEMENT TERMS

6.          AMENDMENT TO THE SERIES DOCUMENTS

7.          COUNTERPARTS

8.          APPLICATION OF SERIES DOCUMENTS

9.          CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

10.        GOVERNING LAW AND JURISDICTION

11.        AGENT FOR SERVICE OF PROCESS

 

SCHEDULE 1

Parties to Documents

SCHEDULE 2

AMENDED AND RESTATED TERMS AND CONDITIONS

SCHEDULE 3

Details of Agent(s) for Service of Process

 

 


CONSTITUTING INSTRUMENT

Amendment of Series 2006-10 JPY 1,000,000,000 Credit Index-Linked Principal Protected Variable Interest H3PI Notes due 2021, to be restructured as Series 2006-10 JPY 1,000,000,000 Fixed Rate Notes due 2019 (the "Notes").

THIS AMENDED AND RESTATED CONSTITUTING INSTRUMENT, first made on 26 April 2006, is dated [] 2012 (the "Restructuring Date") and is made (to the extent specified in Recital (C) and clause 1.6 below) as a deed,

BETWEEN:

THE PARTIES LISTED IN COLUMN 1 OF SCHEDULE 1 each acting through the office or offices specified in column 1 of schedule 1 and in the capacity or capacities specified in column 2 of schedule 1.

RECITALS:

(A)         By execution of a constituting instrument dated 26 April 2006 (the "Original Constituting Instrument") (as supplemented by a supplemental constituting instrument dated 1 June 2006), the Notes were constituted and secured by and in accordance with the Trust Deed dated 26 April 2006 between, amongst others, the Issuer, the Trustee and Credit Suisse International.

(B)         This Amended and Restated Constituting Instrument is entered into for the purpose of making the amendments set out below to the terms and conditions of the Notes (the "Conditions") and of making arrangements in connection therewith.

(C)        This Amended and Restated Constituting Instrument incorporates the Master Trust Terms (August 2005 Edition) (Reference: MTTAug2005v1), as amended and supplemented by this Amended and Restated Constituting Instrument, so as to modify the Conditions of the Notes and create security over the Charged Assets and other Mortgaged Property (as construed in accordance with clause 2.2(d) below) relating to the Notes pursuant to clause 2 below.  Accordingly, this Amended and Restated Constituting Instrument is a deed and has been executed as a deed by the Issuer, the Trustee and the Counterparty.

the parties agree as follows:

1.          INTERPRETATION

1.1        Column 2 of schedule 1 sets out the capacity or capacities in which each party to this Amended and Restated Constituting Instrument is appointed or is empowered to act in relation to the Notes.  References to the "Issuer", the "Trustee", the "Counterparty", the "Custodian", the "Principal Paying Agent", the "Paying Agent in Ireland", the "Account Bank", the "Determination Agent" and the "Issue Agent" (to the extent so identified) shall be construed as a reference to the party or parties identified in column 1 of schedule 1 acting in that capacity in relation to the Notes pursuant to the relevant Series Documents specified in column 3 of schedule 1.

1.2        Unless otherwise specifically provided, terms used in this Amended and Restated Constituting Instrument shall have the meanings given to such terms in, and shall be interpreted in accordance with:

(a)      the Master Definitions (August 2005 Edition) (Reference: MDAug2005v1); and

(b)      the Conditions of the Notes (including the appendix thereto) as set out in schedule 2.

1.3        All references to the term "Pricing Supplement" in any agreement or document incorporated by reference into this Amended and Restated Constituting Instrument shall be deemed to refer to the term Conditions.

1.4        If no party is specified in schedule 1 as acting in any of the capacities specified in clause 1.1 above, references in this Amended and Restated Constituting Instrument and the Series Documents to such party shall be ignored.  References in this Constituting Instrument and/or the Series Documents to the Paying Agents shall be construed as being references to the Principal Paying Agent and the Paying Agent in Ireland.

1.5        References to recitals, schedules and clauses are to the recitals, schedules and clauses of this Amended and Restated Constituting Instrument (unless stated otherwise).  The recitals and schedules are incorporated in and form part of this Amended and Restated Constituting Instrument.

1.6        In so far as this Amended and Restated Constituting Instrument constitutes the Trust Deed for the Series, this Amended and Restated Constituting Instrument is a deed and has been executed as a deed by the Issuer, the Trustee and the Counterparty and this Amended and Restated Constituting Instrument shall be deemed to comprise, and shall be read and construed, as a separate instrument, executed as a deed as between those parties in their respective capacities as such.  It is intended that this document take effect as a deed notwithstanding the fact that a party may only execute this document under hand.

2.          amendment OF NOTES AND CREATION OF SECURITY

2.1        The Issuer, the Trustee and the Counterparty agree that the Notes shall have the Conditions set out or specified in schedule 2 and that the Master Conditions referred to therein shall apply as amended, supplemented or restated by schedule 2.

2.2        The Issuer, the Trustee and the Counterparty agree that with effect from the date of this Amended and Restated Constituting Instrument the Master Trust Terms (August 2005 Edition) (the "Master Trust Terms") shall apply in respect of the Series and the Notes as if set out in full in this Amended and Restated Constituting Instrument subject to the following amendments and modifications:

(a)      The sub-paragraph in clause 7.2 of the Master Trust Terms beginning with the words "in each case on terms that the Trustee" shall be deleted in its entirety and replaced with the following:

"in each case on terms that the Trustee shall hold the proceeds of such security for itself and (i) on trust for the Noteholders or Couponholders (if any) and (ii) (except for the security provided for in sub-clause 7.2(E) to the extent such security relates to the obligations of the Counterparty), the Counterparty."

(b)      Sub-clause 7.2(D) of the Master Trust Terms shall be amended by the insertion of the words "(including, without limitation, the rights of the Issuer in respect of each Cash Account and any sums from time to time standing to the credit of each Cash Account held with the Account Bank)" immediately following the words "to and under the Agency Agreement".

(c)       All references to Mortgaged Property in the Master Trust Terms shall be construed, where relevant, as including references to property or other assets in respect of which security is created pursuant to sub-clause 7.2(A) to (F) (inclusive) of the Master Trust Terms.

(d)      All references to "Constituting Instrument" in the Master Trust Terms shall be construed, where relevant, as a reference to this Amended and Restated Constituting Instrument and all references to "Trust Deed" shall be construed, where relevant, as a reference to the Trust Deed, as amended and restated as of the date of this Amended and Restated Constituting Instrument.

(e)      Clause 7.5 and 7.6 of the Master Trust Terms shall not apply.

(f)       Clause 22 of the Master Trust Terms shall be deleted in its entirety and replaced with the following:

"22    Enforcement, limited recourse

22.1   Only the Trustee may pursue the remedies available under the Trust Deed, the Charged Agreement, the Custody Agreement, the Agency Agreement and the Conditions to enforce the rights of the Noteholders, the Couponholders (if any), the Counterparty and/or of other parties to the Trust Deed (in their respective capacities as such) in the order of priority specified in the Amended and Restated Constituting Instrument whether the same arise under the general law, this Trust Deed, the Charged Agreement, the Custody Agreement, the Agency Agreement, the Notes, the Coupons or otherwise (but the foregoing shall be subject to sub-clause 22.2 below) and (subject as aforesaid) neither of any Noteholder or Couponholder nor the Counterparty nor any other party to the Trust Deed shall be entitled to proceed directly against the Issuer, the Mortgaged Property or any other assets of the Issuer unless the Trustee, having become bound to proceed in accordance with the terms of the Trust Deed or the Conditions, fails or neglects to do so within a reasonable period and such failure or neglect is continuing.  The Trustee shall not be obliged to take any action that would involve any personal liability or expense without first being secured or indemnified to its satisfaction.

22.2   Notwithstanding any other provision of this Trust Deed, the Conditions, the Notes, the Coupons (if any), the Charged Agreement, the Custody Agreement, the Agency Agreement or otherwise, the Counterparty, the Trustee, any receiver appointed under or pursuant to the Trust Deed, the Noteholders and the Couponholders (if any) or any other party to the Trust Deed (in their respective capacity as such) shall have recourse only to the Mortgaged Property (or a part thereof if so provided in the Conditions).  None of the Trustee, any such receiver, any Noteholder or Couponholder or the Counterparty or any other party to the Trust Deed having realised the same and distributed the net proceeds thereof in accordance with the Conditions, shall be obliged or entitled to take any further steps against the Issuer or any of its other assets to recover any sums due but still unpaid in respect of the Notes, the Trust Deed, the Charged Agreement, the Custody Agreement, the Agency Agreement and all claims in respect of such sums due but still unpaid shall be extinguished.  In particular, none of the Trustee, any such receiver, any Noteholder or Couponholder or the Counterparty or any other party to the Trust Deed shall be entitled to petition or take any other step for the winding-up of, or the appointment of an examiner to, the Issuer (save for lodging a claim in the liquidation of the Issuer initiated by another person or taking proceedings to obtain a declaration or judgment as to the obligations of the Issuer), nor shall any of them have any claim in respect of any sums due but still unpaid in respect of the Notes, the Trust Deed, the Charged Agreement, the Custody Agreement, the Agency Agreement or on any other account whatsoever except as specifically provided in the Conditions relating to the Notes or in respect of any other assets of the Issuer.  It is a fundamental term of any debt comprising any amounts due to each of the Trustee, any Noteholder or Couponholder and/or the Counterparty and/or any other party to the Trust Deed that such party shall not be entitled to exercise any right of set off, lien, consolidation of accounts or other similar right arising by operation of law or otherwise (save, in the case of the Counterparty, as provided in clause 9.2) against the Issuer or any person entitled to receive any payment under the Notes or against the Mortgaged Property in priority to such security or other claims or against the Mortgaged Property or Charged Assets in respect of any other Discrete Series or Alternative Investments or any other assets of the Issuer (and each of the Trustee, the Noteholders and the Counterparty hereby severally waive all such rights) or to institute, or join with any other person in bringing, instituting or joining, insolvency or examinership proceedings (whether court based or otherwise) in relation to the Issuer, in any such case, in respect of such debt (save as aforesaid)."

(g)      For the purposes of clause 4.1 of the Master Trust Terms, the Currency Centre shall be London.

(h)      Clause 17.1 of the Master Trust Terms shall be amended by the insertion of the words "and (iii) enter into or consent to the entry into of any deed, document, contract or any other arrangement or amend any deed, document, contract or any other arrangement with respect to the Existing Series in respect of an issue of Further Notes to form a Single Series with an Existing Series" at the end of the penultimate sentence of clause 17.1.  The last sentence of clause 17.1 shall be deleted and replaced with the following wording, "Any such modification, entry into or consent in respect of any agreement, deed or other documentation in (i), (ii) or (iii) above shall be binding on the Noteholders, the Couponholders (if any) and any Counterparty (subject to clause 17.6)".

2.3        The Issuer, the Counterparty and the Trustee agree that, by their executing this Amended and Restated Constituting Instrument, the Trust Deed for the Series is constituted by the Master Trust Terms, as amended and supplemented by this Amended and Restated Constituting Instrument, which amends and restates in its entirety the Trust Deed constituted by the Original Constituting Instrument.

2.4        For the purposes of clause 7.22 of the Master Trust Terms, Counterparty Priority shall apply, save that, to the extent of any inconsistency between Condition 4(d) and clause 7.22 of the Master Trust Terms, Condition 4(d) shall prevail.

3.          APPLICATION OF MASTER AGENCY TERMS

3.1        The Issuer, the Trustee, the Counterparty, the Issue Agent, the Principal Paying Agent, the Paying Agent in Ireland, the Determination Agent, the Account Bank and each Agent appointed hereby agree that the Master Agency Terms (August 2005 Edition) (Reference: MATAug2005v1) (the "Master Agency Terms") shall apply in respect of the Series as if set out in full in this Amended and Restated Constituting Instrument as supplemented in accordance with this clause 3.

3.2        The Issuer appoints the Account Bank and the Account Bank shall act as an Additional Agent of the Issuer in relation to the Notes in accordance with the following provisions in this clause 3.2.

(a)      The Account Bank shall hold in the Issuer's name:

(i)       an account established on the Restructuring Date by the Issuer with the Account Bank denominated in JPY (the "JPY Account"); and

(ii)      an account established on the Restructuring Date by the Issuer with the Account Bank denominated in EUR (the "EUR Account"),

and maintain and operate (including the making of debit payments and receipt of credits and overnight interest) the JPY Account and the EUR Account (each a "Cash Account" and together, the "Cash Accounts") in accordance with the Conditions of the Notes set out in schedule 2. For the avoidance of doubt, neither Cash Account may have a negative balance and no other amounts, including any liabilities of the Issuer other than those expressly authorised to be debited from the relevant Cash Account under the Conditions of the Notes set out in schedule 2 may be debited from any Cash Account.

(b)      The Issuer and the Trustee hereby authorise the Account Bank to make payments out of each Cash Account as contemplated by the Conditions of the Notes set out in schedule 2, pursuant to payment instructions given to it (on behalf of the Issuer) by the Determination Agent.

(c)       The Issuer hereby agrees to procure that amounts are paid into and out of each Cash Account only in accordance with the Conditions, set out in schedule 2 and the Agency Agreement.

(d)      The Account Bank shall comply with any direction of the Determination Agent (or the Trustee, where applicable), to debit or credit a Cash Account, provided that such direction:

(i)       is in writing (including by e-mail) or, in the case of transfer of funds by facsimile, tested telex or authenticated SWIFT message in accordance with normal banking practice for such transfers;

(ii)      is in accordance with the Agency Agreement;

(iii)      certifies that the payment specified in the direction is permitted to be made in accordance with the Conditions of the Notes set out in schedule 2; and

(iv)     is signed or given by an authorised signatory of the Determination Agent or the Trustee (as applicable).

(e)      Payments shall be made by the Account Bank acting on the instructions of the Determination Agent (acting on behalf of the Issuer), or the Trustee (as applicable) on the later of the date specified in the payment instructions (unless the instructions give insufficient time for the Account Bank to comply with the instructions), or if no such date is specified or if there is insufficient time for the Account Bank to comply with the instructions on the date of receipt, the Business Day next following the date such instructions were received.

(f)       The Account Bank shall, subject to receipt of the payment instructions from the Principal Paying Agent procure the supply to the Principal Paying Agent by 10.00 a.m. (London time) on the Business Day prior to each due date for payment to the Principal Paying Agent an irrevocable confirmation (by facsimile or e-mail) that such payment will be made.

(g)      Neither the Trustee nor the Determination Agent shall incur any liability hereunder for any instructions to the Account Bank to pay any amounts which are given by it in good faith and which it reasonably believes the Issuer is liable to pay.  Until it shall have actual knowledge thereof, each of the Trustee and the Determination Agent shall be entitled to assume that no Event of Default or Potential Event of Default has occurred and is continuing or is likely to occur.

(h)      The Account Bank agrees to notify the Trustee and the Determination Agent (on behalf of the Issuer) upon request on any Business Day from time to time, of the balance of each Cash Account:

(i)       if the request is received by 12.00 noon (London time) on any Business Day, by 5.00 p.m. (London time) on such day; or

(ii)      if the request is received after 12.00 noon (London time) on any Business Day, by 12.00 noon (London time) on the next following Business Day.

(i)       The Account Bank further agrees that it will from time to time, promptly provide the Issuer or the Determination Agent (on behalf of the Issuer) with details of debits and credits made with respect to each Cash Account.

(j)       The Account Bank hereby agrees that, in the event of any conflict between the provisions of its standard terms of business and the Trust Deed, Agency Agreement or Conditions, the provisions of the Trust Deed, Agency Agreement or Conditions shall prevail.

3.3        The following sentence shall be included in clause 8.1 of the Master Agency Terms:

"The Determination Agent shall determine such amounts payable to the parties as set out in clause 7.22 of the Trust Deed at any time so as to ensure that the Issuer's payment obligations set out therein are fulfilled on time, subject to any delay caused by the Account Bank or any other party in performing its duties."

3.4        Clause 5.12 of the Master Agency Terms shall be deleted in its entirety and replaced with the following:

"5.12  Payments by the Counterparty

In relation to the Charged Agreement, the Issuer, the Trustee, the Counterparty and the Account Bank agree that the Counterparty shall pay to the Account Bank to be credited into the JPY Account all sums payable to the Issuer under the Charged Agreement (subject, for the avoidance of doubt, to the netting provisions therein)."

3.5        All references to Mortgaged Property in the Master Agency Terms shall be construed, where relevant, as including references to property or other assets in respect of which security is created pursuant to sub-clause 7.2(A) to (F) (inclusive) of the Master Trust Terms (as amended and supplemented by this Amended and Restated Constituting Instrument).

3.6        All references to "Constituting Instrument" in the Master Agency Terms shall be construed, where relevant, as a reference to this Amended and Restated Constituting Instrument and all references to "Agency Agreement" shall be construed, where relevant, as a reference to the Agency Agreement as amended and restated as of the date of this Amended and Restated Constituting Instrument.

3.7        The Issuer, the Trustee, the Counterparty, the Issue Agent, the Principal Paying Agent, the Paying Agent in Ireland, the Determination Agent, the Account Bank and each Agent appointed hereby agree that the Agency Agreement for the Notes is constituted by the Master Agency Terms, as amended and supplemented by this Amended and Restated Constituting Instrument, which amends and restates in its entirety the Agency Agreement constituted by the Original Constituting Instrument.

3.8        Each of the Agents appointed hereby agrees to act as such in relation to the Notes in accordance with the terms of the Agency Agreement for the Notes.

4.          APPLICATION OF THE MASTER CUSTODY TERMS

4.1        The Issuer, the Trustee, the Counterparty and the Custodian agree that the Master Custody Terms (August 2005 Edition) (Reference: MCTAug2005v1) (the "Master Custody Terms") shall apply in respect of the Series as if set out in full in this Amended and Restated Constituting Instrument subject to the following amendments and modifications:

4.2        All references to the Charged Assets in the Master Custody Terms shall be deemed to be references to the Underlying Bonds (as defined in the Asset Swap).

4.3        "Physical Delivery", "Registration" and/or "Book Entry" shall be deemed to be applicable in respect of the Underlying Bonds whenever the relevant Underlying Bonds would customarily be delivered in accordance with such delivery method.

4.4        The Custodian agrees that it shall credit all payments received in respect of the Underlying Bonds (being the Proceeds referred to in the Master Custody Terms) to the EUR Account in accordance with the Conditions pending application in accordance with the Conditions and the Charged Agreement.

4.5        Any sale, disposal or realisation of the securities comprised in the Charged Assets shall be made in accordance with the process described in the Conditions of the Notes in schedule 2 and the Custodian agrees to all obligations applicable to it thereunder.

4.6        All references to Mortgaged Property in the Master Custody Terms shall be construed, where relevant, as including references to property or assets in respect of which security is created pursuant to clause 7.2(A) to (F) (inclusive) of the Master Trust Terms (as amended and supplemented by this Amended and Restated Constituting Instrument).

4.7        The Issuer, the Trustee, the Counterparty and the Custodian agree that the Custody Agreement for the Notes is constituted by the Master Custody Terms as amended and supplemented by this Amended and Restated Constituting Instrument, which amends and restates in its entirety the Custody Agreement constituted by the Original Constituting Instrument.

4.8        The Custodian is appointed and agrees to act as such in accordance with the Custody Agreement.

5.          APPLICATION OF THE MASTER CHARGED AGREEMENT TERMS

5.1        The Issuer and the Counterparty agree that the Master Charged Agreement Terms - 2002 Master Version (August 2005 Edition) (Reference MCATAug2005v2) (the "Master Charged Agreement Terms") shall apply in respect of the Series as if set out in full in this Amended and Restated Constituting Instrument subject to the following amendments and modifications:

(a)      Parts 1.4(2), 1.5, 1.8 and 1.9 of the Master Charged Agreement Terms shall not apply;

(b)      Part 2.1 of the Master Charged Agreement Terms shall be amended by the inclusion of the following at the end thereof:

"For the purposes of this representation, the phrase "any Tax from any payment" shall not include any tax imposed by section 1471(a), section 1472(a), or section 1471(b)(1)(D) of the Code.";

(c)       Part 3(A) of the Schedule to the Agreement shall be deemed to be deleted in its entirety and replaced with the following:

Party required to deliver document

Form/Document/Certificate

Date by which to be delivered document

Party A and Party B

Any forms or certifications and any other documentation reasonably requested by the payer in connection with section 1471(b) or section 1472(b)(1) of the Code.

On or before such forms are prescribed by law to be supplied and otherwise at the time or times reasonably requested by the other party, but in no event before the form or content of such forms or other documentation are made known by the IRS.

 

(d)      Part 5 of the Schedule to the Agreement shall be deemed to be amended by the inclusion of the following new Paragraph 5.21:

"5.21            For all purposes of Section 2(d) of the Agreement, the requirement that Party A may remit any amount of withholding on account of FATCA (including, for the avoidance of doubt, any withholding pursuant to a voluntary agreement entered into with the U.S. Internal Revenue Service or other taxing authority in connection with the Code or the United States Treasury Regulations or other guidance issued thereunder or any analogous provision of non-U.S. law) shall be treated (without regard to whether there is a payment from which to withhold or deduct such amounts) as a requirement to withhold or deduct Tax as required by applicable law.

"Code" means the Internal Revenue Code of 1986, as amended.

"FATCA" means (i) Sections 1471-1474 of the Code and any regulations (proposed, temporary or final) and any administrative guidance thereunder and (ii) any analogous provision of non-U.S. law."

(e)      Section 3 of the Agreement is amended by (a) the addition of "and Section 3(g)" immediately after the phrase "in the case of the representations in Section 3(f)" and (b) the addition, at the end thereof, of the following additional representation:

"(g) FATCA. It will not (i) delegate any withholding responsibility to the other Party pursuant to section 1471(b)(3) of the Code; or (ii) request the other party to report to the IRS information pursuant to Proposed Treasury Regulation 1.1471-5(f)(3)(ii)(E) (or any successor proposed or final regulation or guidance). This representation will be deemed to be repeated by each party at all times until the termination of this Agreement."

5.2        All references to Mortgaged Property in the Master Charged Agreement Terms shall be construed, where relevant, as including references to property or other assets in respect of which security is created pursuant to clause 7.2(A) to (F) (inclusive) of the Master Trust Terms (as amended and supplemented by this Amended and Restated Constituting Instrument).

5.3        All references to "Constituting Instrument" in the Master Charged Agreement Terms shall be construed, where relevant, as a reference to this Amended and Restated Constituting Instrument and all references to "Charged Agreement" shall be construed, where relevant, as a reference to the Charged Agreement entered into on the date of this Amended and Restated Constituting Instrument.

5.4        The Issuer and the Counterparty agree that the Charged Agreement for the Series is constituted by the Master Charged Agreement Terms, as amended and supplemented by this Amended and Restated Constituting Instrument. For the avoidance of doubt, the Original Charged Agreement entered into in relation to this Series has been terminated in full (to the extent not already terminated) on the date hereof.

"Original Charged Agreement" means the ISDA Master Agreement entered into between the Issuer and Credit Suisse pursuant to the Original Constituting Instrument in relation to the Notes (as amended, modified and/or supplemented from time to time).

5.5        By executing this Amended and Restated Constituting Instrument, Credit Suisse International agrees to act as Determination Agent in respect of the Charged Agreement as contemplated by the Conditions of the Notes set out in schedule 2 and subject to the Agency Agreement and the Issuer agrees to such appointment (and will be deemed automatically to agree to any replacement Determination Agent to act in such capacity under the Charged Agreement which is appointed in accordance with the terms of the Agency Agreement).

6.          AMENDMENT TO THE SERIES DOCUMENTS

Each of the Series Documents may be amended and/or supplemented by agreement of the parties thereto without any requirement for consent or any other action from any other party to this Amended and Restated Constituting Instrument unless provided otherwise in this Amended and Restated Constituting Instrument, the relevant Master Terms Document or by any of the other Series Documents.

7.          COUNTERPARTS

This Amended and Restated Constituting Instrument may be executed in any number of counterparts in which case this Amended and Restated Constituting Instrument will be as effective as if all the signatures or seals on the counterparts were on a single copy of this Amended and Restated Constituting Instrument.

8.          APPLICATION OF SERIES DOCUMENTS

8.1        Each of the Trust Deed, Agency Agreement, Charged Agreement and Custody Agreement constituted and/or modified hereby shall apply to the Notes of the Series constituted hereby as a separate agreement and shall not apply to any other Series of Notes, and this Amended and Restated Constituting Instrument shall be deemed to amend and restate the Trust Deed and the Agency Agreement constituted by the Original Constituting Instrument.

8.2        Each of the parties to this Amended and Restated Constituting Instrument, in their various capacities as set out herein, agree that the Placing Agreement constituted by the Original Constituting Instrument shall continue to apply as between the applicable parties thereto as a separate agreement and shall not, without prejudice to the provisions of any other agreement between the parties hereto, be affected by this Amended and Restated Constituting Instrument and/or the amendments to the Conditions described herein.

9.          CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

A person which is not a party to this Amended and Restated Constituting Instrument has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this Amended and Restated Constituting Instrument or any agreement or deed constituted hereby, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

10.        GOVERNING LAW AND JURISDICTION

This Amended and Restated Constituting Instrument (and any non-contractual obligations, dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this Amended and Restated Constituting Instrument or its formation) shall be governed by and construed in accordance with the laws of England and Wales. The parties hereto agree that the courts of England are to have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Amended and Restated Constituting Instrument and accordingly submit to the exclusive jurisdiction of the English Courts.  The parties waive any objection to the courts of England on the grounds that they are an inconvenient or inappropriate forum.

11.        AGENT FOR SERVICE OF PROCESS

Each party listed in column 1 of schedule 3 hereby irrevocably appoints the service of process agent specified opposite it in column 2 of schedule 3 to act in such capacity in relation to a particular Series of Notes in relation to each Series Document to which it is a party.

IN WITNESS whereof this Amended and Restated Constituting Instrument has been executed by each party to this Amended and Restated Constituting Instrument in each relevant capacity specified in relation to that party in column 2 of schedule 1 in the manner described in schedule 1 on the date stated at the beginning of this Amended and Restated Constituting Instrument.

 

schedule 1


SCHEDULE 1

Parties to Documents

 

1

2

3

4

Party and office through which acting

Capacity

Document

Execution by such Party in such Capacity

Magnolia Finance VI plc

5 Harbourmaster Place

IFSC

Dublin 1

Ireland

 

Issuer

Trust Deed

GIVEN under the COMMON SEAL of   )

MAGNOLIA FINANCE VI PLC          )        Director

                                                         )

                                                         )        Director\Secretary

Attention: The Directors

Facsimile No:  +353 1 680 6050

Telephone No:  +353 1 680 6000

Email: corporate.service@db.com

 

Agency Agreement

 

Custody Agreement

SIGNED for and on behalf                 )

of MAGNOLIA FINANCE VI PLC      )

by:                                                    )

                                                         )

 

 

 

 

 

 

Issuer/Party B

Charged Agreement

 

 

 



 

1

2

3

4

Party and office through which acting

Capacity

Document

Execution by such Party in such Capacity

HSBC Trustee (C.I.) Limited

P.O. Box 88

1 Grenville Street

St. Helier

Jersey

JE4 9PF

 

Trustee

Trust Deed

EXECUTED AS A DEED by                  )

HSBC TRUSTEE (C.I.) LIMITED      )

by Authorised Signatory                             )

                                                         )

                                                        

and by Authorised Signatory            )

 

 

 

 

 

Attention: (Manager, Corporate Services)

Facsimile No: +44 1534 672 433

Telephone No: +44 1534 672 671

 

Agency Agreement

 

Custody Agreement

 

 

SIGNED for and on behalf of             )

HSBC TRUSTEE (C.I.) LIMITED      )

by:                                                    )

 

 



 

1

2

3

4

Party and office through which acting

Capacity

Document

Execution by such Party in such Capacity

HSBC Bank plc

8 Canada Square

London E14 5HQ

 

Issue Agent

Principal Paying Agent

Account Bank

Agency Agreement

SIGNED for and on behalf of             )

HSBC BANK PLC                              )

by:                                                    )

 

 

In the presence of:

 

Witness Signature:

 

Name:

 

Address:

 

Occupation:

Attention: The Manager, Operations Bond Paying Agency, Corporate Trust and Loan Agency

Facsimile No: 020 7260 8932

Telephone No: 020 7991 3732

 

 

 

Custodian

Custody Agreement

 

 

 

 

 



 

1

2

3

4

Party and office through which acting

Capacity

Document

Execution by such Party in such Capacity

HSBC Institutional Trust Services (Ireland) Limited

1 Grand Canal Square
Grand Canal Harbour
Dublin 2

Ireland

Attention: Manager, Corporate Trust

 

Tel No: +353 1 6318 375

Fax No:  +353 1 6318 397

 

Paying Agent in Ireland

Agency Agreement

 

SIGNED for and on behalf of             )

HSBC INSTITUTIONAL TRUST        )

SERVICES (IRELAND)                     )

LIMITED                                           )

by:                                                    )

acting under a Power of Attorney     )

 

 

In the presence of:

 

Witness Signature:

 

Name:

 

Address:

 

Occupation:

 



 

1

2

3

4

Party and office through which acting

Capacity

Document

Execution by such Party in such Capacity

Credit Suisse International

One Cabot Square

London

E14 4QJ

 

Determination Agent

Counterparty/Party A

 

Agency Agreement

Charged Agreement

 

SIGNED for and on behalf of             )

CREDIT SUISSE INTERNATIONAL  )

by:                                                    )

acting under a Power of Attorney     )

Attention: (1) Head of Fixed Income and Derivatives

(Developed Markets), Legal and Compliance Department (2) Head of Operations and (3) Kareem Serageldin, CDO Desk

 

 

Trust Deed

EXECUTED AS A DEED by                  )

CREDIT SUISSE                               )

INTERNATIONAL                    )

by Authorised Signatory                             )

and by Authorised Signatory            )

 

Facsimile No.: +44 20 7888 2686

cc +44 20 7890 2318

Telephone No.: +44 20 7888 8888

 

 

 

 

 

 

=

 


 

SCHEDULE 2

AMENDED AND RESTATED TERMS AND CONDITIONS

Magnolia Finance VI plc

 

Programme for the issue of Limited Recourse Obligations

 

Issue of Series 2006-10

JPY 1,000,000,000 Fixed Rate Notes due 2019 (the "Notes")

 

The following (including the annexes hereto) shall complete, modify and amend the Master Terms and Conditions set out in the Programme Memorandum dated 8 June 2012 (the "Master Conditions") which shall apply to the Notes as so completed, modified and amended.  Unless the context otherwise requires, capitalised terms used and not otherwise defined in the Master Conditions referred to above as completed, modified and amended by the following, shall have the meaning respectively ascribed to them in the Charged Agreement (as defined below).

 

1. Issuer:

Magnolia Finance VI plc.

(i)    Series Number:

2006-10.

(ii)   Currency:

JPY.

2. Principal Amount:

JPY 1,000,000,000.

3. Issue Price:

100 per cent.

4. Authorised Denominations:

JPY 20,000,000.

5. Issue Date:

26 April 2006.

 

6. Maturity Date:

The day falling two Business Days after the Scheduled Underlying Redemption Date.

Where:

"Scheduled Underlying Redemption Date" means 5 August 2019, subject to adjustment in accordance with the Business Day Convention.

7. Charged Assets:

From and including the Restructuring Date:

(a)     4.75 per cent. bonds due 5 August 2019 (ISIN: XS0444030646) issued by Credit Suisse AG, acting through its London branch, in a principal amount equal to EUR 9,900,000 (the "Underlying Bonds"); and 

(b)     any sums standing to the credit of the EUR Account and the JPY Account from time to time and all rights, title and interest in and to such account(s).

Where:

"Account Bank" means HSBC Bank plc (or any Successor thereto).

"Account Rate" means in respect of each Cash Account, overnight interest at the prevailing standard rate of interest for the relevant currency or such other rate of interest as may be agreed between the Determination Agent on behalf of the Issuer and the Account Bank from time to time in respect of any positive balance of the relevant Cash Account, subject to a minimum of zero.

If the balance of any Cash Account is positive, it will receive interest at the applicable Account Rate; for the avoidance of doubt, no Cash Account may have a negative balance and no amounts other than those referred to below (including any liabilities of the Issuer save for those expressly authorised to be debited from the relevant Cash Account) may be debited from any Cash Account;

"Cash Account" means each of the EUR Account and the JPY Account (together, the "Cash Accounts");

"EUR Account" means a EUR - denominated account established on the Restructuring Date and to be maintained with effect from the Restructuring Date solely for the purposes of:

(i)         crediting amounts received by the Issuer in respect of the Charged Assets and overnight interest at the applicable Account Rate if the EUR Account has a positive balance; and

(ii)        debiting amounts (a) payable by the Issuer under the Asset Swap (as defined below) or (b) for conversion into JPY as contemplated by the paragraph headed "Early Redemption Amount" below; and

"JPY Account" means a JPY - denominated account established on the Restructuring Date and to be maintained with effect from the Restructuring Date solely for the purposes of:

(i)         crediting amounts (a) received by the Issuer in respect of the Asset Swap and overnight interest at the Account Rate if the JPY Account has a positive balance or (b) converted into Euro as contemplated by the paragraph headed "Early Redemption Amount" below; and

(ii)        debiting (a) amounts payable by the Issuer in respect of interest and principal amounts payable to Noteholders under the Notes or (b) any other amounts payable by the Issuer under Condition 4(d) of the Notes.

8. Charged Agreement:

From and including [] 2012 (the "Restructuring Date"), the Charged Agreement will comprise the International Swaps and Derivatives Association, Inc. 2002 form of Master Agreement (the "ISDA Master Agreement") and a schedule thereto which the Issuer and Credit Suisse International (the "Counterparty") have entered into on the Restructuring Date by executing the amended and restated constituting instrument relating to the Notes (the "Amended and Restated Constituting Instrument"), as supplemented by a confirmation of an asset swap transaction (the "Asset Swap Confirmation") in the form set out at Annex 2.

9. Security:

As set out in Condition 4(a).  For the purposes of Condition 4(d), Counterparty Priority shall apply.

10. Fixed Rate Note Provisions:

Applicable, with effect on and from the Restructuring Date.

 

11. Interest Commencement Date:

17 July 2012.

12. Interest Rate:

0.05 per cent. per annum.

13. Interest Payment Dates:

The day falling two Business Days following each Underlying Bonds Interest Payment Date.

 

Where:

 

"Underlying Bonds Interest Payment Date" means each originally scheduled day on which any payment of interest under the Underlying Bonds is due to be made by the Underlying Obligor.

 

"Underlying Obligor" means Credit Suisse AG, London Branch and any successor thereto (being for this purpose the successor obligor under the Underlying Bonds).

 

14. Day Count Fraction:

30/360.

15. Business Day Convention:

Following Business Day Convention.

16. Zero Coupon Note Provisions:

Not applicable.

17. Floating Rate Note Provisions:

Not applicable.

 

18. Other Interest Provisions:

Not applicable.

19. Scheduled Redemption Amount:

The Scheduled Redemption Amount payable with respect to each Note on the Maturity Date shall be its outstanding principal amount.

20. Early Redemption Amount:

As determined in accordance with Condition 7(e)(2).

For the purposes of determining the Early Redemption Amount, the net proceeds of enforcement of the security granted by the Issuer in respect of the Notes shall, to the extent denominated in Euro, be converted at the direction of the Determination Agent (or the Trustee, where applicable) at the Redemption Spot Rate on or prior to the date on which the Early Redemption Amount is to be determined, the JPY proceeds thereof to be credited to the JPY Account for application pursuant to Condition 4(d).

"Redemption Spot Rate" means the Euro/JPY spot rate, as determined by the Determination Agent at any relevant time at which the Determination Agent can direct the conversion of amounts in Euros into JPY in accordance with these Conditions.

21. Notes Issued in Bearer or Registered Form:

Bearer Notes.

22. Whether Notes will be C Notes or D Notes:

D Notes. 

23. Provisions for Exchange of Temporary Global Note:

Applicable.

24.Provisions for Exchange of Permanent Global Note:

Exchangeable for definitive Bearer Notes in the limited circumstances set out in the Master Conditions.

25. Listing:

Yes.  The Notes have been admitted to the Official List and for trading on the regulated market of the Irish Stock Exchange.  No assurance can be given that such listing will be maintained.

26. Business Days:

London, Tokyo and TARGET Settlement Days.

27. Settlement Procedures:

The Notes have been accepted for settlement in Euroclear and Clearstream, Luxembourg.

28. Common Code:

025174917.

29. ISIN:

XS0251749171.

30. Depositary Account(s):

The securities accounts (including all sub-accounts) of the Custodian with Euroclear (account number: 22885).

31. Rating:

The rating that was assigned to the Notes by Standard & Poor's on or around the Issue Date is expected to be withdrawn on or prior to the Restructuring Date.


Acceptance on behalf of the

Issuer of the terms of these Amended and Restated Terms and Conditions

 

 

 

For and on behalf of

 

 

Magnolia Finance VI plc

 

By ..…………..................

 



 

ANNEX 1

FURTHER AMENDMENTS TO THE MASTER CONDITIONS

 

1.       FATCA

(a)      The Master Conditions shall be deemed to be amended as follows:

(i)       Condition 17 shall be deemed to be amended by the inclusion of the words:

(A)      "or under FATCA (or any voluntary agreement entered into with a taxing authority pursuant thereto)" immediately after "is required by applicable law" in the fourth line thereof; and

(B)      "(including pursuant to FATCA (or any voluntary agreement entered into with a taxing authority pursuant thereto))" immediately after the words "present or future taxes, duties or charges of whatsoever nature" in the sixth line thereof; and

(ii)      the following provision shall be inserted as Condition 19:

"19.       FATCA Reporting

Notwithstanding anything to the contrary herein, each Noteholder acknowledges that the Issuer or an intermediary or other agent in the chain of payment (each, an "Intermediary") may be required (including via a voluntary withholding and reporting agreement as described in section 1471(b)(1) of the United States Internal Revenue Code (the "Code") that is entered into with the United States Internal Revenue Service) to deduct a withholding tax of up to 30 per cent. on payments (including principal) due under a Note if the Noteholder (1) fails to comply with the Issuer's or the Intermediary's request for forms or certifications or other information that would help enable the Issuer or any Intermediary to comply with sections 1471 or 1472 of the Code or (2) is a "foreign financial institution" as defined in section 1471(d)(4) of the Code and is itself not in compliance with section 1471(b)(1) of the United States Internal Revenue Code.  Accordingly, each Noteholder agrees to provide the Issuer and any Intermediary with any forms, certifications or other documentation or information reasonably requested by the Issuer or the Intermediary in connection with the Issuer's or the Intermediary's obligations under section 1471(b) or section 1472(b)(1) of the Code. Each Noteholder acknowledges that any such forms or certifications may be forwarded to a U.S. taxing authority. In the event any withholding tax is deducted from a payment to a Noteholder pursuant to FATCA (or any voluntary agreement entered into with a taxing authority pursuant thereto), neither the Issuer nor any Intermediary shall be obliged to make any increased payments to the Noteholder for any amounts deducted in respect of principal, interest, fees, or any other payments in respect of the Notes."

(iii)      Condition 7(c)(B) shall apply to the Notes solely to the extent that the Withholding Requirement referred to therein arises pursuant to FATCA (or any voluntary agreement entered into by the Counterparty with a taxing authority pursuant thereto). In connection therewith, Condition 7(c)(B) shall be deemed to be amended as follows:

(A)      The words "(including pursuant to FATCA (or any voluntary agreement entered into with a taxing authority pursuant thereto)" shall be inserted immediately after the words "any taxes" in the sixth line thereof; and

(B)      the term "Withholding Requirement" shall be deemed to be amended by the inclusion of the words "or on account of FATCA (or any voluntary agreement entered into with a taxing authority pursuant thereto)" immediately after the words "or a Change in Tax Law (as defined in the relevant Charged Agreement)."

(b)      For the purposes of the Conditions, "FATCA" means (i) Sections 1471-1474 of the Code and any regulations (proposed, temporary or final) and any administrative guidance thereunder and (ii) any analogous provision of non-U.S. law.



 

ANNEX 2

FORM OF ASSET SWAP CONFIRMATION

 

Magnolia Finance VI plc

5 Harbourmaster Place, IFSC

Dublin 1

Ireland

 

[] 2012

Magnolia Finance VI plc Series 2006-10 JPY 1,000,000,000 Fixed Rate Notes due 2019 (formerly Series 2006-10 JPY 1,000,000,000 Credit Index-Linked Principal Protected Variable Interest H3PI Notes due 2021) (the "Notes")

Dear Sirs,

The purpose of this letter agreement (this "Confirmation") is to confirm the terms and conditions of the transaction entered into between Credit Suisse International ("Party A") and Magnolia Finance VI plc ("Party B") on the date specified above (the "Transaction"). This Confirmation constitutes a "Confirmation" as referred to in the Agreement specified below.  This Transaction is entered into by the Issuer in connection with the restructuring of the Notes.

Subject as provided in Section 4 below, the definitions and provisions contained in the 2006 Definitions as published by the International Swaps and Derivatives Association, Inc. (the "2006 Definitions") are incorporated into this Confirmation. In the event of any inconsistency between the definitions and provisions in the 2006 Definitions and this Confirmation, this Confirmation will govern. References herein to a "Transaction" shall be deemed to be references to a "Swap Transaction" for the purposes of the 2006 Definitions.

Terms used herein and not otherwise defined shall have the meaning given to them in the Notes.

This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement dated as of the Restructuring Date (the "Agreement") between Party A and Party B, constituted by the Master Charged Agreement Terms - 2002 Master Version (August 2005 Edition) (Reference - MCATAug2005v2), as amended and supplemented by the Amended and Restated Constituting Instrument. All provisions contained in the Agreement govern this Confirmation except as expressly modified below.  Capitalised terms used in this Confirmation and not otherwise defined herein, in the 2006 Definitions or the Agreement have the meaning given in the terms and conditions of the Notes.

1.          General Terms:

Effective Date:

[] 2012.

Scheduled Termination Date:

The Maturity Date under the Notes.

Notional Amount:

JPY 1,000,000,000

Calculation Agent:

The Determination Agent appointed under the Notes, whose determination shall be binding in the absence of manifest error.

Calculation Agent City:

London

Business Days:

London, Tokyo and TARGET2

Business Day Convention:

Following

 

2.          Party A Payments

Party A Payments Payer:

Party A

Party A Initial Delivery:

On the Restructuring Date, Party A shall deliver the Underlying Bonds to Party B on a free of payment basis.

Party A Amount Payment:

Party A shall pay to Party B the Party A Amount on each Party A Payment Date.

Party A Amount:

An amount in JPY equal to the aggregate Interest Amount payable in respect of the Notes on the relevant Interest Payment Date (for the avoidance of doubt, such amount to be exclusive of any gross-up payable in respect of the Notes relating to withholding or deduction on account of taxes).

Party A Payment Dates:

The day falling one Business Day prior to each Interest Payment Date.

Party A Final Payment:

Party A shall pay to Party B the Party A Final Payment Amount on the Party A Final Payment Date.

Party A Final Payment Amount:

JPY 1,000,000,000

Party A Final Payment Date:

The day falling one Business Day prior to the Maturity Date under the Notes.

 

3.          Party B Payments

Party B Payments Payer:

Party B

Party B Payment Amount Payment Dates:

Each Underlying Bonds Payment Date

Party B Payment Amounts:

An amount in EUR equal to the amount scheduled to be payable by way of interest and/or principal on the Underlying Bonds on the corresponding Underlying Bonds Payment Dates.

Underlying Bonds Payment Dates:

Each originally scheduled day on which any payment under the Underlying Bonds is due to be made by the Underlying Obligor.

 

4.          Definitions

The following terms are defined below:

"Underlying Bonds" means 4.75 per cent. bonds due 5 August 2019 (ISIN: XS0444030646) issued by Credit Suisse AG, acting through its London branch, in a principal amount equal to EUR 9,900,000; and

"Underlying Obligor"means Credit Suisse AG, London Branch and any successor thereto (being for this purpose the successor obligor under the Underlying Bonds).

5.          Account Details

Payments to Party A:

 

Citibank NA, London (CITIGB2L)

A/C: Credit Suisse International (CSFPGB2L)

A/C #: IBAN: GB40CITI18500810403229

Payments to Party B:

 

For JPY:

Agent Bank: The Hongkong and Shanghai Banking Corporation Limited, Tokyo (SWIFT HSBCJPJT)

Account Name: HSBC Bank plc, London (SWIFT MIDLGB22)

Account Number:  009-000233-026

For further credit to: Magnolia Finance VI plc Series 2006-10 assigned to HSBC Trustee (C.I.) Limited as Trustee to Magnolia Finance VI PLC

Account Number:  73291547

Ref:   CTLA / Magnolia VI Series 2006-10

 

For EUR:

Payments to Party B for EUR:

Account Name: HSBC Bank plc, London (SWIFT MIDLGB22)

For further credit to: Magnolia Finance VI plc Series 2006-10 assigned to HSBC Trustee (C.I.) Limited as Trustee to Magnolia Finance VI PLC

Account Number:  73291539

Ref:   CTLA / Magnolia VI Series 2006-10

Delivery of the Underlying Bonds to Party B:

Account Number 685798 linked to Euroclear Account Number 22885

 

6.          Addresses for Notices

6.1        Party A

Credit Suisse International
One Cabot Square
London E14 4QJ

Attention: Managing Director - Legal Department

Facsimile No: +44 207 7890 2686

 

6.2        Party B

 

Magnolia Finance VI plc
5 Harbourmaster Place
Dublin 1
Ireland

Attention: The Directors

Facsimile No: +353 1 680 6050

 

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us.



Yours sincerely

CREDIT SUISSE INTERNATIONAL

By:     _____________________________

          Name:

          Title:

By:     _____________________________

          Name:

          Title:

 

Confirmed as of the date first written above.

MAGNOLIA FINANCE VI PLC

 

By:     _____________________________

          Name:

          Title:

 

 

 


SCHEDULE 3

Details of Agent(s) for Service of Process

The party or parties listed below hereby appoint the persons set out against their respective names to act as the service of process agent with respect to any document to which they are a party in relation to the Notes.

1

2

Name of Party

Agent for Service of Process

Magnolia Finance VI plc

Fleetside Legal Representative Services Limited
9 Cheapside
London
EC2V 6AD

 

 

 

 


IN WITNESS WHEREOF this deed has been executed and delivered as a deed as of the date stated at the beginning.

Issuer

Given under the COMMON SEAL of MAGNOLIA FINANCE VI PLC:

 

 

)

)

 

Director

 

 

 

Director/Secretary

 

 

 

 

Issue Agent, Principal Paying Agent, New Account Bank and Custodian

Executed as a deed for and on behalf of HSBC BANK PLC by:

 

)

)

 

 

 

 

Trustee

Executed as a deed by HSBC TRUSTEE (C.I.) LIMITED acting by its two authorised signatories:

 

)

)

)

)

 

 

 

 

Irish Paying Agent

Executed as a deed for and on behalf of HSBC INSTITUTIONAL TRUST SERVICES (IRELAND) LIMITED by:

Acting under a Power of Attorney

 

)

)

)

)

 

 



Determination Agent, Arranger, Dealer and Asset Swap Counterparty

Executed as a deed by CREDIT SUISSE INTERNATIONAL acting by two of its duly authorised signatories:

 

 

)

)

)

 

Authorised Signatory

 

 

 

 

Authorised Signatory

 

 

 

 

Original Account Bank

Executed as a deed for and on behalf of CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH by:

 

)

)

)

 

 

 

 

 

Credit Suisse

Executed as a deed for and on behalf of CREDIT SUISSE AG by:

 

)

)

 

 

 

 

Portfolio Manager

Executed as a deed by CAIRN CAPITAL LIMITED (formerly Cairn Financial Products Limited) acting by a duly authorised signatory:

)

)

 

 

 

This announcement has been issued through the Companies Announcement Service of

The Irish Stock Exchange.

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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