Rede Ferroviária Nacional REFER, E.P.

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1 PROSPECTUS Rede Ferroviária Nacional REFER, E.P. (incorporated with limited liability in the Republic of Portugal) 500,000, % Notes due 2021 Issue Price: % The 500,000, % Notes due 2021 (the "Notes") will be issued by Rede Ferroviária Nacional REFER, E.P. (the "Issuer" or REFER ) on 13 December Interest on the Notes is payable annually in arrear on 13 December in each year (each, an Interest Payment Date ). The interest rate on the Notes will be 4.250% per annum. Payments on the Notes will be made without deduction for or on account of taxes imposed by Portugal to the extent described under Conditions of the Notes Taxation. The Issuer may, at its option, redeem all, but not some only, of the Notes at any time at par plus accrued interest, in the event of certain tax changes as described under "Conditions of the Notes Redemption and Purchase". The Notes mature on 13 December The Notes will constitute direct, unconditional, unsubordinated and unsecured obligations of the Issuer. See Conditions of the Notes Status. Application has been made to Euronext Lisbon Sociedade Gestora de Mercados Regulamentados, S.A. ( Euronext Lisbon ) in its capacity as competent authority under the Portuguese Securities Code ( Código dos Valores Mobiliários ) for the Notes to be listed on Eurolist by Euronext Lisbon. References in this Prospectus to the Notes being listed (and all related references) shall mean that the Notes have been listed on Euronext Lisbon and admitted to trading on Euronext Lisbon. Euronext Lisbon is a regulated market for the purposes of the Investment Services Directive 93/22/EEC. The Notes are issued in dematerialised book-entry (forma escritural) and nominative (nominativos) form. The Notes will be registered by Interbolsa - Sociedade Gestora de Sistemas de Liquidação e de Sistemas Centralizados de Valores Mobiliários, S.A. ( Interbolsa ) as management entity of the Portuguese Centralised System of Registration of Securities (Central de Valores Mobiliários) ( CVM ). The Notes shall not be issued in bearer form, whether in definitive bearer form or otherwise. The denomination of the Notes shall be 50,000. So long as the Notes are held through Interbolsa, in accordance with applicable rules, and subject to any amendments thereto, the Notes shall be tradeable only in principal amounts of at least 50,000 and integral multiples of 50,000 thereafter. The Notes are rated Aa2 (stable) by Moody s Investors Service, Inc. ( Moody s ) and A (stable) by Standard & Poor s Rating Services, a division of the McGraw Hills Companies Inc. ( Standard & Poor s ). A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Prospective investors should have regard to the factors described under the section headed Risk Factors in this Prospectus. Joint Lead Managers Barclays Capital Caixa-Banco de Investimento HSBC JPMorgan Société Générale Corporate & Investment Banking 11 December 2006

2 This Prospectus comprises a prospectus for the purposes of Directive 2003/71/EC (the Prospectus Directive ) and the Portuguese Securities Code and for the purpose of giving information with regard to the Issuer and the Notes which, according to the particular nature of the Issuer and the Notes is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer and the rights attaching to the Notes. The Issuer, the members of the Issuer s management body and the members of the Issuer audit committee are responsible for the Prospectus as per Article 149 of the Portuguese Securities Code. The Issuer is also responsible for the Prospectus as per Article 150 of the Portuguese Securities Code. The Issuer s audit committee, appointed by the Government, is responsible for the audit committee report. Salgueiro, Castanheira e Associados, S.R.O.C., member of Ordem dos Revisores Oficiais de Contas (Institute of Statutory Auditors) and an appointed member of the Issuer s audit committee has made the Legal Certification of the Accounts in accordance with the applicable laws in the Republic of Portugal and is therefore responsible for the Legal Certification of the Accounts. PricewaterhouseCoopers & Associados, Sociedade de Revisores Oficiais de Contas, Lda, ( PricewaterhouseCoopers & Associados S.R.O.C., Lda. ) members of Ordem dos Revisores Oficiais de Contas (Institute of Statutory Auditors) have audited the Issuer's accounts in accordance with applicable auditing standards in the Republic of Portugal for each of the two financial years ended on 31 December 2005 and 31 December 2004 ("Accounts") and is therefore responsible for its report on the audit of the Accounts. To the best of the knowledge of the Issuer, the Issuer's management body, the Issuer s audit committee, Salgueiro, Castanheira e Associados, S.R.O.C, and PricewaterhouseCoopers & Associados S.R.O.C., Lda. (which have taken all reasonable care to ensure that such is the case), the information contained in the sections of this Prospectus for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information. The Issuer and the Issuer's management body, having made all reasonable enquiries, confirm that this Prospectus contains or incorporates all information which is material in the issue and offering of the Notes, that the information contained or incorporated in this Prospectus is true and accurate in all material respects and is not misleading, that the opinions and intentions expressed in this Prospectus are honestly held and that there are no other facts the omission of which would make this Prospectus or any of such information or the expression of any such opinions or intentions misleading. This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see Documents Incorporated by Reference ). This Prospectus does not constitute an offer of, or an invitation by, or on behalf of, the Issuer or the Managers (as defined in Subscription and Sale below) to subscribe for, or purchase, any of the Notes. The distribution of this Prospectus and the offering of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer and the Managers to inform themselves about and to observe any such restrictions. The Notes have not been and will not be registered under the United States Securities Act of 1933 (the Securities Act ). Subject to certain exceptions, the Notes may not be offered, sold or delivered within the Untied States or to U.S. persons. For a further description of certain restrictions on the offering and sale of the Notes and on distribution of this Prospectus, see Subscription and Sale below. 2

3 No person has been authorised to give any information or to make any representation other than those contained in this Prospectus in connection with the offering of the Notes and, if given or made, such information or representations must not be relied upon as having been authorised by or on behalf of the Issuer or the Managers (as defined under "Subscription and Sale" below). Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that there has been no adverse change in the financial position of the Issuer since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented. The Managers have not separately verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Managers or any of them as to the accuracy or completeness of the information contained in this Prospectus or any other information provided by the Issuer in connection with the Notes or their distribution. This Prospectus is not intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by the Issuer or the Managers that any recipient of this Prospectus should purchase any of the Notes. Each investor contemplating purchasing Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. In connection with the issue of the Notes, Barclays Bank PLC (the Stabilising Manager ) or any person acting on behalf of the Stabilising Manager may over-allot Notes (provided that the aggregate principal amount of Notes allotted does not exceed 105%. of the aggregate principal amount of the Notes) or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager (or any persons acting on behalf of the Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the Notes and 60 days after the date of the allotment of the Notes. All references in this Prospectus to Euro, euro, and refer to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty establishing the European Community as amended. 3

4 Table of Contents Page Risk Factors... 5 Documents Incorporated by Reference Important Accounting Information Conditions of the Notes Use of Proceeds Description of the Issuer Appendix Statement of Beneficial Ownership...38 Appendix List of Beneficial Owners Subscription and Sale General Information Appendix 1 Auditor s Report on the Financial Statements of the Issuer for the year ended 31 December Appendix 2 Auditor s Report on the Financial Statements of the Issuer for the year ended 31 December

5 Risk Factors In making their investment decision, potential investors should carefully consider the merits and risks of an investment in the Notes. In particular, investors should be aware of the following: The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Notes. All of these factors are contingencies that may or may not occur and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring. Factors which the Issuer believes may be material for the purpose of assessing the market risks associated with the Notes are also described below. The Issuer believes that the factors described below represent the principal risks inherent in investing in the Notes, but the inability of the Issuer to pay interest, principal or other amounts on, or in connection with, the Notes may occur for other reasons, which may not be considered significant risks by the Issuer based on information currently available to it or which it may not be currently able to anticipate, and the Issuer does not represent that the statements below regarding the risks of holding the Notes are exhaustive. Prospective investors should also read the detailed information set out elsewhere in this Prospectus (including any documents incorporated by reference herein) and reach their own views prior to making any investment decision. Factors that may affect the Issuer s ability to fulfil its obligations relating to the Notes Risks relating to the railway and transport industry REFER s source of revenues include track access charges paid by the railway operators, as approved by the INTF Instituto Nacional do Transporte Ferroviário ( INTF ). This income, together with the financial compensation from the State, should enable the company to cover its operating costs and provide a certain level of sustainable cash flow. REFER s costs relating to the construction and maintenance of the railway infrastructure are entirely funded by the State either on a direct or indirect basis. Caminhos de Ferro Portugueses, E.P. ( CP ), a railway EPE which operates in the areas of the suburban transportation of passengers in Greater Lisbon and Oporto, the inter-city and regional transportation of passengers, the transportation of goods and logistics and the technical management of rolling stock and engine drivers, pays REFER a track access charge for the use of public domain assets. This infrastructure charge is linked to several factors including the cost of maintenance of assets. CP remains the sole entity entitled to the concession of the Portuguese railway transportation, except for the approximately 54 kilometres concession granted to FERTAGUS, S.A. ( FERTAGUS ), a privately owned company which runs the railway link between the two sides of the Tagus River. This concession began in 1999, has a 30 year term and is renewable for a further period of up to 15 years. FERTAGUS also pay REFER an operational tariff for the rent of stations, as occupational tariff for the use of the Coina railway complex (parking, repairing and maintenance of rolling stock), and an infrastructure charge. REFER cannot ensure that the proposed charges and tariffs will continue to be approved by INTF or that the railway operators will continue to, or will on a timely basis, pay the track access charges, operational tariffs, occupational tariffs and infrastructure charges or that the State will continue to compensate any losses as well as fund any and all costs relating to the construction and 5

6 maintenance of the railway infrastructure. A loss of one or more of the referred revenues, if not replaced by new sources of revenue, could adversely affect REFER s business, financial conditions or results of operations. For more information see Description of the Issuer below. Risks relating to the Issuer REFER is a Portuguese State-owned company responsible for managing the infrastructure of the National Railway Network, entrusted with specific responsibilities for infrastructure development, modernisation and management. As an Entidade Pública Empresarial (E.P.E.) REFER is not subject to bankruptcy or to the regime of insolvency applicable to private companies in Portugal. Under Portuguese law, EPEs may only be subject to such proceedings if so determined by a special Decree-Law. The statutory capital of REFER, in the amount of EUR 305,200,000, is fully paid up and cannot be divided or sold in any form. The Portuguese State owns 100% of the capital of REFER. Due to its legal nature the share capital of REFER is not divided into shares and is rather treated in its entirety as statutory capital. However, REFER cannot guarantee that the Portuguese State will not enact any legislation amending its legal nature or take measures that might affect its current status. For more information see Description of the Issuer below. Risks Relating to the Assets of the Issuer A substantial part of the assets of the Issuer are part of the public domain. According to Article 202 of the Portuguese Civil Code, assets which are part of the public domain may not be the object of rights of private parties. Therefore Noteholders will not have recourse to any assets of the Issuer which are part of the public domain. Factors which are material for the purpose of assessing the market risks associated with the Notes The Notes may not be a suitable investment for all investors Each potential investor in the Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should: (i) (ii) (iii) (iv) have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in the Notes and the information contained or incorporated by reference in this Prospectus or any applicable supplement; have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Notes and the impact the Notes will have on its overall investment portfolio; have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including where principal or interest is payable in one or more currencies, or the currency for principal or interest payments is different from the potential investor s currency; understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant financial markets; and 6

7 (v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks. Risks related to the structure of the Notes The Notes are subject to optional redemption by the Issuer Under the terms and conditions of the Notes (see Conditions of the Notes - Redemption and Purchase ), the Issuer may, subject to certain conditions, prepay the Notes if it is required to increase its payments for tax reasons due to any change in the applicable tax laws. In case of any such prepayment, all outstanding Notes would be redeemable at par with accrued interest. In such circumstances, an investor may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as that of the Notes. Risks related to Notes generally Set out below is a brief description of certain risks relating to the Notes generally: Change of law The conditions of the Notes are based on Portuguese law in effect as at the date of this Prospectus. No assurance can be given as to the impact of any possible judicial decision or change to Portuguese law or administrative practice after the date of this Prospectus. Risks related to withholding tax Under Portuguese law, income derived from the Notes issued by Portuguese resident entities will be subject to Portuguese domestic withholding tax, currently assessed at the rate of 20%, applicable both to resident and non-resident corporate or individual investors. Regarding nonresident investors and individual resident investors, the 20% withholding tax rate assessed on income derived from the Notes is final, unless a waiver or a withholding tax exemption applies. Regarding resident corporate investors, the 20% withholding tax rate is on account of the final corporate tax liability. Non-resident investors (both individual and corporate) eligible for the debt securities special tax exemption regime which was approved by Decree-Law 193/2005, of 7 November ( Decree-Law 193/2005 ) and in force as from 1 January 2006, may benefit from an upfront withholding tax exemption, provided that certain procedures and certification requirements are complied with (see Taxation - Taxation in Portugal and eligibility for the Portuguese debt securities tax exemption regime, for these procedures and certification requirements). Failure to comply with these procedures and certifications will result in the application of the Portuguese domestic withholding rate of 20%, or if applicable, in reduced withholding tax rates of up to 15%, pursuant to tax treaties signed by Portugal, provided that the procedures and certification requirements established by the relevant tax treaty are complied with (see Taxation - Taxation in Portugal and eligibility for the Portuguese debt securities tax exemption regime ). Risks related to procedures for collection of Noteholders details It is expected that the direct registering entities, the participants and the clearing systems will follow certain procedures to facilitate the collection from the Noteholders of the information referred to in Risks related to withholding tax above required to comply with the procedures and certifications required by Decree-Law 193/2005. Under Decree-Law 193/2005, the obligation of collecting from the Noteholders proof of their non-portuguese resident status and of the accomplishment with the other requirements for the exemption rests with the direct registering entities, the participants and the entities managing the international clearing systems. A summary of those procedures is set out in Taxation - Taxation in Portugal and eligibility for the Portuguese debt securities tax exemption 7

8 regime. Such procedures may be revised from time to time in accordance with applicable Portuguese laws and regulations, further clarification from the Portuguese tax authorities regarding such laws and regulations and the operational procedures of the clearing systems. While the Notes are registered by Interbolsa, Noteholders must rely on such procedures in order to receive payments under the Notes free of any withholding, if applicable. Noteholders must seek their own advice to ensure that they comply with all applicable procedures and to ensure the correct tax treatment of their Notes. None of the Issuer, the Managers, the Paying Agent (as defined in Conditions of the Notes ) or the clearing systems assume any responsibility therefor. EU Savings Directive Under EC Council Directive 2003/48/EC on the taxation of savings income, Member States are required, from 1 July 2005, to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a person within its jurisdiction to an individual resident in that other Member State. However, for a transitional period, Belgium, Luxembourg and Austria are instead required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries). A number of non-eu countries and territories including Switzerland have agreed to adopt similar measures (a withholding system in the case of Switzerland) with effect from the same date. If a payment were to be made or collected through a Member State which has opted for a withholding system and an amount of, or in respect of tax were to be withheld from that payment, neither the Issuer nor any Paying Agent nor any other person would be obliged to pay additional amounts with respect to any Note as a result of the imposition of such withholding tax. If a withholding tax is imposed on payment made by a Paying Agent, the Issuer will be required to maintain a Paying Agent in a Member State that will not be obliged to withhold or deduct tax pursuant to the Directive. Risks related to the market generally Set out below is a brief description of the principal market risks relating to the Notes, including liquidity risk, and credit risk: No established trading market The Notes will have no established trading market when issued and one may never develop. If a market does develop, it may not be very liquid. Therefore, investors may not be able to sell their Notes easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market. Illiquidity may have a significant adverse effect on the market value of the Notes. Legal investment considerations may restrict certain investments The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (i) Notes are legal investments for it, (ii) Notes can be used as collateral for various types of borrowing and (iii) other restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of Notes under any applicable riskbased capital or similar rules. 8

9 The credit ratings may not reflect all risks Moody s and Standard & Poor s, both independent credit rating agencies, have assigned a credit rating to the Notes. The ratings may not reflect the potential impact of all risks related to structure, market, additional factors discussed above, and other factors that may affect the value of the Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time. 9

10 Documents Incorporated by Reference This Prospectus should be read and construed in conjunction with the audited non-consolidated annual financial statements (Report and Accounts, exclusively the sections entitled Financial Statements (Demonstrações Financeiras) and Annex to the Balance Sheet and the Profit and Loss Account (Anexo ao Balanço e Demonstração dos Resultados) and the reports entitled Report and Opinion by the Audit Committee (Relatório e Parecer da Comissão de Fiscalização) and Legal Certification of Accounts (Certificação Legal das Contas)) of the Issuer for the financial years ended 31 December 2005 and 31 December 2004 together in each case with the audit reports thereon attached to this Prospectus at Appendix 1 and Appendix 2 respectively, and the unaudited nonconsolidated interim financial statements (Balance Sheet and Profit and Loss Statement) for the six months ended 30 June 2006, which have been previously published or are published simultaneously with this Prospectus and which have been approved by the Comissão do Mercado de Valores Mobiliários or filed with it. Such documents, other than the audit reports which are attached hereto, shall be incorporated in, and form part of this Prospectus, save that any statement contained in a document which is incorporated by reference herein shall be modified or superseded for the purpose of this Prospectus to the extent that a statement contained herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this Prospectus. Copies of documents incorporated by reference in this Prospectus may be obtained (without charge) from (i) the registered office of the Issuer, and (ii) the website of the Comissão do Mercado de Valores Mobiliários (www.cmvm.pt). 10

11 Important Accounting Information Investors should read all of this Prospectus. However particular attention is drawn to the fact that in respect of the financial years ended 31 December 2005 and 31 December 2004, the auditors of the Issuer rendered qualified audit reports. The auditor s reports on the audited non-consolidated annual financial statements of the Issuer for the financial years ended 31 December 2005 and 31 December 2004 are set out in full in Appendix 1 and Appendix 2. 11

12 Conditions of the Notes The following is the text of the Conditions of the Notes: The issue of the 500,000, % Notes due 2021 (the "Notes", which expression shall in these Conditions, unless the context otherwise requires, include any further notes issued pursuant to Condition 14 and forming a single series with the Notes) of Rede Ferroviária Nacional REFER, E.P. (the "Issuer") was authorised by the Issuer s Board of Directors on 29 November 2006 and by a Despacho Conjunto of the Secretary of State of Finance and Treasury and the Secretary of State for Transport of 28 November A total of 10,000 Notes shall be issued. The Notes are subject to a fiscal agency agreement dated 13 December 2006 (the Fiscal Agency Agreement ) between the Issuer, Caixa-Banco de Investimento, S.A. as fiscal agent and the paying agent named in it. The fiscal agent and the paying agent for the time being are referred to below respectively as the Fiscal Agent and the Paying Agent (which expression shall include the Fiscal Agent). The statements in these Conditions include summaries of, and are subject to, the detailed provisions and definitions in the Fiscal Agency Agreement. Copies of the Fiscal Agency Agreement are available for inspection during normal business hours at the specified offices of the Paying Agent. In these Conditions, Noteholder and (in relation to a Note) holder means the person in whose name a Note is registered in the records of an affiliated member of Interbolsa (as defined below). The Noteholders are bound by, and are deemed to have notice of all the provisions of the Fiscal Agency Agreement applicable to them. References in these Conditions to the Fiscal Agent and the Paying Agent shall include any successor appointed under the Fiscal Agency Agreement. 1. Form, Denomination and Title 1.1 Form and Denomination The Notes are issued in dematerialised book-entry (forma escritural) and nominative (nominativos) form in the denomination of 50,000 each. The Notes will be registered by Interbolsa- Sociedade Gestora de Sistemas de Liquidação e de Sistemas Centralizados de Valores Mobiliários, S.A. ( Interbolsa ) as management entity of the Portuguese Centralised System of Registration of Securities (Central de Valores Mobiliários) ( CVM ). The Notes shall not be issued in bearer form, whether in definitive bearer form or otherwise. So long as the Notes are held through Interbolsa, in accordance with applicable rules, and subject to any amendments thereto, the Notes shall be tradeable only in principal amounts of at least 50,000 and integral multiples of 50,000 thereafter. 1.2 Title Each person shown in the records of an affiliated member of Interbolsa as having an interest in the Notes shall be considered the holder of the principal amount of Notes recorded. One or more certificates in relation to the Notes (each a Certificate ) will be delivered by the relevant affiliated member of Interbolsa in respect of its registered holding of Notes upon the request by the relevant Noteholder and in accordance with that affiliated member's procedures pursuant to article 78 of the Portuguese Securities Code. Title to the Notes passes upon registration in the records of an affiliated member of Interbolsa. Any Noteholder will (except as otherwise required by law) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any 12

13 interest or any writing on, or the theft or loss of, the Certificate issued in respect of it) and no person will be liable for so treating the Noteholder. 2. Transfers of Notes A Note may be transferred in accordance with the applicable procedures established by the Portuguese Securities Code and the regulations issued thereunder, Interbolsa and the relevant affiliated member of Interbolsa through which such Notes are held. 3. Status 3.1 Status The Notes are direct, unconditional, unsubordinated and (subject to the provisions of Condition 4.1) unsecured obligations of the Issuer and rank and will rank pari passu, without any preference among themselves. The payment obligations of the Issuer under the Notes shall, save for such exceptions as may be provided by applicable laws and subject to Condition 4.1, at all times rank at least equally with all its other present and future outstanding unsecured and unsubordinated obligations. 4. Negative Pledge 4.1 Negative Pledge So long as any of the Notes remains outstanding the Issuer will not create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a "Security Interest") upon, or with respect to, any of its present or future business, undertaking, assets or revenues (including any uncalled capital) to secure any Relevant Indebtedness (as defined below), unless the Issuer, in the case of the creation of a Security Interest, before or at the same time and, in any other case, promptly, takes any and all action necessary to ensure that: (a) all amounts payable by the Issuer under the Notes are secured by the Security Interest equally and rateably with the Relevant Indebtedness; or (b) such other Security Interest or other arrangement (whether or not it includes the giving of a Security Interest) is provided as is approved by an Extraordinary Resolution (as defined in the Fiscal Agency Agreement) taken in accordance with the provisions of the Portuguese Companies Code. 4.2 Interpretation For the purposes of these Conditions: "Relevant Indebtedness" means (i) any present or future indebtedness (whether being principal, premium, interest or other amounts) for or in respect of any notes, bonds, debentures, debenture stock, loan stock or other securities which are for the time being quoted, listed or ordinarily dealt in on any stock exchange, over-the-counter or other securities market, and (ii) any guarantee or indemnity in respect of any such indebtedness. 5. Interest 5.1 Interest Rate and Interest Payment Dates The Notes bear interest from and including 13 December 2006 at the rate of 4.250% per annum, payable annually in arrear on 13 December in each year (each an "Interest Payment Date"). The first payment (representing a full year's interest) shall be made on 13 December

14 5.2 Interest Accrual Each Note will cease to bear interest from and including its due date for redemption unless payment of the principal in respect of the Note is improperly withheld or refused or unless default is otherwise made in respect of payment. In such event it shall continue to bear interest at such rate (both before and after judgment) until whichever is the earlier of (a) the day on which all sums due in respect of such Note up to that day are received by or on behalf of the relevant Noteholder, and (b) the day seven days after the Fiscal Agent has notified Noteholders of receipt of all sums due in respect of all the Notes up to that seventh day (except to the extent that there is failure in the subsequent payment to the relevant Noteholders under these Conditions). 5.3 Calculation of Broken Interest When interest is required to be calculated in respect of a period of less than a full year, it shall be calculated on the basis of (a) the actual number of days in the period from and including the date from which interest begins to accrue (the "Accrual Date") to but excluding the date on which it falls due divided by (b) the actual number of days from and including the Accrual Date to but excluding the next following Interest Payment Date. 6. Payments 6.1 Method of Payment Payments in respect of the Notes will be made by transfer to the registered account of the Noteholders maintained by or on behalf of it with a bank that processes payments in euro, details of which appear in the records of the relevant affiliated member of Interbolsa at the close of business (a) in the case of principal, on the Payment Business Day (as defined below) before the due date for payment of principal, and (b) in the case of interest, on the Payment Business Day before the due date for payment of interest. 6.2 Payments subject to Applicable Laws Payments in respect of principal and interest on the Notes are subject in all cases to any fiscal or other laws and regulations applicable in the place of payment, but without prejudice to the provisions of Condition 8. No commissions or expenses shall be charged to the Noteholders in respect of any such payments. 6.3 Delay in Payment Noteholders shall not, except as provided in Condition 5, be entitled to any further interest or other payment for any delay in receiving the amount due as a result of the relevant due date not being a Payment Business Day. "Payment Business Day" means a day which (subject to Condition 9): (a) (b) (c) is or falls after the relevant due date; is a Business Day in Lisbon; and is a TARGET Settlement Day. In this Condition, "Business Day" means, in relation to any place, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in that place and "TARGET Settlement 14

15 Day" means any day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open. 6.4 Initial Paying Agent The name of the initial Paying Agent and its initial specified office is set out at the end of these Conditions. The Issuer reserves the right at any time to vary or terminate the appointment of any Paying Agent provided that: (a) there will at all times be a Fiscal Agent; (b) there will at all times be at least one Paying Agent (which may be the Fiscal Agent) having its specified office in a major European city which (i) for as long as the Notes are listed on Euronext Lisbon and the rules of that exchange so require, and/or (ii) the Notes are registered by Interbolsa, shall be Lisbon; and (c) there will at all times be a Paying Agent in a Member State of the European Union that is not obliged to withhold or deduct tax pursuant to any law implementing European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November Notice of any termination or appointment and of any changes in specified offices will be given to the Noteholders promptly by the Issuer in accordance with Condition Redemption and Purchase 7.1 Redemption at Maturity Unless previously redeemed or purchased and cancelled as provided below, the Issuer will redeem the Notes at their principal amount on 13 December The Notes may not be redeemed at the option of the Issuer other than in accordance with this Condition. 7.2 Redemption for Taxation Reasons If: (a) as a result of any change in, or amendment to, the laws or regulations of a Relevant Jurisdiction (as defined in Condition 8), or any change in the application or official interpretation of the laws, regulations or administrative rulings of a Relevant Jurisdiction, which change or amendment becomes effective after 13 December 2006, on the next Interest Payment Date the Issuer would be required to pay additional amounts as provided or referred to in Condition 8; and (b) the requirement cannot be avoided by the Issuer taking reasonable measures available to it, the Issuer may at its option, having given not less than 30 nor more than 60 days' notice to the Noteholders in accordance with Condition 12 (which notice shall be irrevocable), redeem all the Notes, but not some only, at any time at their principal amount together with interest accrued to but excluding the date of redemption, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be required to pay such additional amounts, were a payment in respect of the Notes then due. Prior to the publication of any notice of redemption pursuant to this paragraph, the Issuer shall deliver to the Fiscal Agent (who shall make the same available for inspection by Noteholders) (i) a certificate signed by two Directors of the Issuer stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred, 15

16 and (ii) an opinion of independent legal advisers of recognised standing to the effect that the Issuer would become obliged to pay such additional amounts as a result of such change or amendment. 7.3 Purchases The Issuer or any of its Subsidiaries may at any time purchase Notes in any manner and at any price in accordance with Portuguese law. If purchases are made by tender, tenders must be available to all Noteholders alike. The Notes so purchased, while held by or on behalf of the Issuer or any of its Subsidiaries, shall not entitle the holder to vote at any meetings of the Noteholders and shall not be deemed to be outstanding for the purposes of calculating quorums at meetings of the Noteholders or for the purposes of Condition In this Condition, Subsidiary means any entity in respect of which another entity (i) holds (directly or indirectly) the majority of the voting rights or (ii) has (directly or indirectly) the right to appoint or remove a majority of the board of directors or (iii) holds (directly or indirectly) the majority of the share capital. 7.4 Cancellations All Notes which are (a) redeemed by the Issuer or (b) purchased by or on behalf of the Issuer or any of its Subsidiaries will forthwith be cancelled and accordingly may not be held, reissued or resold. 7.5 Notices Final Upon the expiry of any notice as is referred to in Condition 7.2 above the Issuer shall be bound to redeem the Notes to which the notice refers in accordance with the terms of such paragraph. 8. Taxation 8.1 Payment of interest without Withholding All payments in respect of the Notes by or on behalf of the Issuer shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature ( Taxes ) imposed or levied by or on behalf of any of the Relevant Jurisdictions, unless the withholding or deduction of the Taxes is required by law. In that event, the Issuer will pay such additional amounts as may be necessary in order that the net amounts received by the Noteholders after the withholding or deduction shall equal the respective amounts which would have been receivable in respect of the Notes in the absence of the withholding or deduction; except that no additional amounts shall be payable in relation to any payment in respect of any Note: (a) to, or to a third party on behalf of, a Noteholder who is liable to the Taxes in respect of the Note by reason of his having some connection with any Relevant Jurisdiction other than the mere holding of the Note; or (b) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive; or (c) to, or to a third party on behalf of, a Noteholder in respect of whom the information (which may include certificates) required in order to comply with Decree-Law 193/2005 of 7 November, and 16

17 any implementing legislation, is not received; or which does not comply with the formalities in order to benefit from tax treaty benefits, when applicable; or (d) to, or to a third party on behalf of, a Noteholder resident for tax purposes in the Relevant Jurisdiction, or a resident in a tax haven jurisdiction as defined in Order 150/2004, of 13 February 2004, (Portaria do Ministro das Finanças e da Administração Pública n. 150/2004) as amended from time to time, issued by the Portuguese Minister of Finance and Public Administration, or a nonresident legal entity more than 20% of which is owned by entities resident in the Republic of Portugal; or (e) to, or to a third party on behalf of (i) a Portuguese resident legal entity subject to Portuguese corporation tax, or (ii) a legal entity not resident in Portugal acting with respect to the holding of the Notes through a permanent establishment in Portugal. 8.2 Interpretation In these Conditions, "Relevant Jurisdiction" means the Republic of Portugal or any political subdivision or any authority thereof or therein having power to tax or any other jurisdiction or any political subdivision or any authority thereof or therein having power to tax to which the Issuer becomes subject in respect of payments made by it of principal and interest on the Notes. 8.3 Additional Amounts Any reference in these Conditions to any amounts in respect of the Notes shall be deemed also to refer to any additional amounts which may be payable under this Condition. 9. Prescription Claims against the Issuer in respect of the Notes will become void unless made within periods of 20 years (in the case of principal) and five years (in the case of interest) from the Relevant Date in respect of the Notes. The Notes shall revert to the Republic of Portugal at the end of 20 years. Interest payments shall revert to the Republic of Portugal at the end of 5 years. In these Conditions, "Relevant Date" means the date on which the payment first becomes due but, if the full amount of the money payable has not been received by the Fiscal Agent on or before the due date, it means the date on which, the full amount of the money having been so received, notice to that effect has been duly given to the Noteholders by the Issuer in accordance with Condition Events of Default 10.1 Events of Default If any of the following events occurs: (a) default is made in the payment of any principal or interest due in respect of the Notes or any of them and the default continues for a period of 10 days; or (b) the Issuer fails to perform or observe any of its other obligations in respect of the Notes which failure is incapable of remedy or continues for the period of 30 days following the service by any Noteholder on the Fiscal Agent of notice requiring the same to be remedied; or (c) (i) any Indebtedness for Borrowed Money (as defined below) of the Issuer is declared due and repayable prematurely by reason of an event of default (however described); (ii) the Issuer fails to make any payment in respect of any Indebtedness for Borrowed Money on the due date for payment as extended by any originally applicable grace period; (iii) any security given by the Issuer 17

18 for any Indebtedness for Borrowed Money becomes enforceable and steps are taken to enforce the same; or (iv) default is made by the Issuer in making any payment due under any guarantee and/or indemnity given by it in relation to any Indebtedness for Borrowed Money of any other person PROVIDED THAT the aggregate amount of Indebtedness for Borrowed Money in respect of which one or more of the events listed in (i) to (iv) of this paragraph have occurred equals or exceeds 10,000,000 or its equivalent; or (d) the Issuer ceases or announces an intention to cease to carry on the whole or a substantial part of its business, save for the purposes of reorganisation on terms approved by an Extraordinary Resolution of the Noteholders, or the Issuer stops or announces an intention to stop payment of, or is unable to, or admits inability to, pay, its debts (or any class of its debts) as they fall due or is deemed unable to pay its debts pursuant to or for the purposes of any applicable law; or (e) any legislative proposal is approved in the Parliament or the Council of Ministers and promulgated by the President of the Republic of Portugal that has as its object or consequence the winding up or liquidation of the Issuer and the commencement of winding up or liquidation proceedings (including the obtaining of a moratorium); or (f) the Issuer makes a conveyance or assignment for the benefit of, or enters into any composition or other arrangement with, its creditors generally (or any class of its creditors) or any meeting is convened to consider a proposal for an arrangement or composition with its creditors generally (or any class of its creditors); or (g) it is or will become unlawful for the Issuer to perform or comply with any of its obligations under or in respect of the Notes or any of such obligations are or become unenforceable or invalid; or (h) any regulation, decree, consent, approval, licence or other authority necessary to enable the Issuer to perform its obligations under the Notes or for the validity or enforceability thereof expires or is withheld, revoked or terminated or otherwise ceases to remain in full force and effect or is modified in a manner which adversely affects any rights or claims of any of the Noteholders; or (i) assets of the Issuer exceeding 10,000,000 in value shall be seized or expropriated by any authority and remain so for 60 days; or (j) a moratorium shall be declared in respect of all or any Indebtedness for Borrowed Money of the Republic of Portugal or any guarantee of Indebtedness for Borrowed Money of the Republic of Portugal; or (k) (i) any legislative proposal is approved in the Parliament or by the Council of Ministers and promulgated by the President of the Republic of Portugal that has as its object or consequence the Issuer ceasing to be an "entidade pública empresarial" (EPE) enjoying legal personality, administrative and financial autonomy with its own estate as provided for in number 1 of article 1 of its by-laws or any change in the regime applicable to the winding up and liquidation of EPE's; or (ii) the Issuer ceases to be wholly owned by the Republic of Portugal or the Republic of Portugal no longer has effective control and supervision over the Issuer; or (l) the Issuer ceases to develop its core business of being an infrastructure provider of the railway services in the Republic of Portugal as described in number 1 of article 2 of its by-laws, save on terms approved in writing by an Extraordinary Resolution of the Noteholders; or (m) any event occurs which, under the laws of the Republic of Portugal, has or may have, an analogous effect to any of the events referred to in subparagraphs (d) to (g) above, 18

19 then any Note may, by notice in writing given to the Fiscal Agent at its specified office by the holder, be declared immediately due and payable whereupon it shall become immediately due and payable at its principal amount together with accrued interest without further formality Interpretation For the purposes of this Condition: "Indebtedness for Borrowed Money" means any indebtedness (whether being principal, premium, interest or other amounts) for or in respect of any notes, bonds, debentures, debenture stock, loan stock or other securities or any borrowed money or any liability under or in respect of any bank loan or acceptance or acceptance credit. 11. Common Representative The Noteholders shall at all times be entitled to appoint and dismiss a Common Representative by Resolution. Upon the appointment of a new Common Representative by the Noteholders pursuant to this Condition, any previously appointed and dismissed Common Representative will immediately cease its engagement and will be under the obligation immediately to transfer to the new Common Representative appointed by the Noteholders all documents and information then held by such Common Representative pertaining to the Notes. 12. Notices So long as the Notes are listed on Euronext Lisbon and the rules of Euronext Lisbon so require, all notices to the Noteholders will be valid if published in the Euronext Lisbon Bulletin and made available at the Comissão do Mercado de Valores Mobiliários internet site (www.cmvm.pt). The Issuer may publish notices in other publications at its sole discretion. The Issuer shall also ensure that notices are duly given or published in a manner which complies with the rules and regulations of any stock exchange or other relevant authority on which the Notes are for the time being listed or traded. Without prejudice to the preceding sentence, if the Notes cease to be listed on Euronext Lisbon, all notices to the Noteholders will be valid if mailed to them at their respective addresses recorded in the respective register of Noteholders of the affiliated members of Interbolsa through which the Notes are held. Any notice shall be deemed to have been given on the date of publication or, if so published more than once or on different dates, on the date of the first publication, or, if applicable, on the day after being so mailed. 13. Meetings of Noteholders and Modification 13.1 Meetings of Noteholders The Fiscal Agency Agreement contains provisions for convening meetings of Noteholders. Meetings of the Noteholders to consider any matter affecting their interests, including the modification or abrogation of any of these Conditions by Extraordinary Resolution and the appointment or dismissal of a Common Representative are governed by the Portuguese Companies Code. Meetings may be convened by the Common Representative or by the chairman of the general meeting of shareholders of the Issuer before the appointment of, or in case of refusal to convene the meeting by, the Common Representative, and shall be convened if requested by Noteholders holding not less than 5% in principal amount of the Notes for the time being outstanding. To each Note corresponds one voting right. Resolutions (other than Extraordinary Resolutions) are passed by a majority of the votes cast whatever principal amount of the Notes held or represented by the persons present at the meeting. At any meeting the business of which includes consideration of proposals for, inter alia, the modification or abrogation of certain of the provisions of these Conditions, the necessary proportion 19

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