CB MezzCAP Limited Partnership (a limited partnership established under the laws of Jersey)

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1 PROSPECTUS CB MezzCAP Limited Partnership (a limited partnership established under the laws of Jersey) EUR 137,800,000 Class A Floating Rate Notes due 2036 EUR 20,000,000 Class B Floating Rate Notes due 2036 EUR 10,500,000 Class C Floating Rate Notes due 2036 EUR 14,500,000 Class D Floating Rate Notes due 2036 EUR 7,700,000 Class E Floating Rate Notes due 2036 EUR 9,000,000 Class F 17% Notes due 2036 Interest Rate Issue Price Expected Ratings by Moody's/S&P Scheduled Maturity Date Legal Maturity Date Class A Notes 3m EURIBOR + 100% Aaa/AAA 25 January October % p.a. Class B Notes 3m EURIBOR + 100% Aa2/AA 25 January October % p.a. Class C Notes 3m EURIBOR + 100% A2/A 25 January October % p.a. Class D Notes 3m EURIBOR + 100% Baa2/BBB 25 January October % p.a. Class E Notes 3m EURIBOR + 100% Ba1/BB 25 January October % p.a. Class F Notes 17% 100% not rated 25 January October 2036 CB MezzCAP Limited Partnership (acting through its general partner CB MezzCAP Limited) (the "Issuer") will issue the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes and the Class F Notes (together, the "Notes") at the issue price indicated above on 11 April 2006 (the "Issue Date"). Interest on the Notes will accrue on the outstanding principal amount of each of the Notes at a per annum rate indicated in the table above. Interest will be payable on each Class of Notes quarterly in arrear in euro on the 25th day of January, April, July and October of each year (subject to adjustment as specified herein for non-business Days) (each, a "Payment Date"), commencing in July The first Interest Accrual Period will commence on (and include) the Issue Date and end on (but exclude) the first Payment Date. Each subsequent Interest Accrual Period will commence on (and include) a Payment Date and end on (but exclude) the next following Payment Date. See "TERMS AND CONDITIONS OF THE NOTES Payments of Interest". The Class A Notes are expected, on issue, to be assigned a "AAa" rating by Moody's Investors Service, Inc. ("Moody's") and a "AAA" rating by Standard and Poor's Rating Services, a division of The McGraw Hill Companies, Inc. ("S&P", and together with Moody's, the "Rating Agencies"), the Class B Notes are expected, on issue, to be assigned ratings of "Aa2" by Moody's and "AA" by S&P, the Class C Notes are expected, on issue, to be assigned ratings of "A2" by Moody's and "A" by S&P, the Class D Notes are expected, on issue, to be assigned ratings of "Baa2" by Moody's and "BBB" by S&P and the Class E Notes are expected, on issue, to be assigned ratings of "Ba1" by Moody's and "BB" by S&P. It is a condition of the issue of the Notes that they receive these ratings. The ratings by S&P reflect timely payment of interest and ultimate payment of principal on the Notes. The ratings by Moody's address the expected loss posed to investors by the Legal Maturity Date. The Class F Notes will not be rated. The Managers will purchase the Notes from the Issuer on the Issue Date and will offer the Notes, from time to time, in negotiated transactions or otherwise at varying prices to be determined at the time of the sale. The Issuer will apply the net proceeds from the issuance of the Notes towards the repayment of a bridge facility (the "Bridge Facility") granted to the Issuer by Commerzbank Aktiengesellschaft pursuant to a bridge facility agreement dated 1 December 2005 (the "Bridge Facility Agreement") for the purpose of making payments to certain German small and medium sized companies (the "Companies") under certain participation right agreements (the "Participation Right Agreements" or the "Portfolio") against the receipt of certain participation rights (Genussrechte, the "Participation Rights"). The Issuer, its limited partner, its general partner and J.P. Morgan Corporate Trustee Services Limited (the "Trustee") have entered into a trust agreement on 1 December 2005 (the "Trust Agreement") pursuant to which the Issuer has granted to the Trustee for the benefit of the Noteholders and the other secured creditors of the Issuer a security interest in the rights and claims of the Issuer arising under the Participation Right Agreements and under certain of the transaction documents to which it is a party as well as the accounts of the Issuer. See "TRUST AGREEMENT". Application has been made to the Irish Financial Services Regulatory Authority (the "IFSRA"), as competent authority under Directive 2003/71/EC, for the Prospectus to be approved. Application has been made to the Irish Stock Exchange for the Notes to be admitted to the Official List and trading on its regulated market.

2 Lead Manager COMMERZBANK Co-Manager FORTIS BANK Arranger COMMERZBANK The date of this Prospectus is 20 April Given the complexity of the Terms and Conditions of the Notes and the Transaction Documents, and the risks associated therewith, an investment in the Notes is suitable only for experienced investors who understand and are in a position to evaluate such complexities and risks. For a discussion of certain significant factors affecting investments in the Notes, see "RISK FACTORS". For the reference to the definitions of capitalised words and phrases appearing herein, see "INDEX OF DEFINED TERMS"

3 Responsibility for the contents of this Prospectus. The Issuer accepts responsibility for the information contained in this Prospectus with the exception of the information set out below in respect of which responsibility is assumed by other parties. The Trustee accepts responsibility for the information contained in the section entitled "The Trustee", the Cash Administrator and the Account Bank accept responsibility for the information contained in the section entitled "The Cash Administrator and the Account Bank", the Swap Counterparty accepts responsibility for the information contained in the section entitled "The Swap Counterparty", the Recovery Advisor accepts responsibility for the information contained in the section entitled "The Recovery Advisor", the Financial Advisor accepts responsibility for the information contained in the section entitled "The Financial Advisor", the Transaction Monitor accepts responsibility for the information contained in the section entitled "The Transaction Monitor", the Tax Liquidity Facility Provider accepts responsibility for the information contained in the section entitled "The Tax Liquidity Facility Provider and each of the Companies accepts responsibility for the information contained in the relevant company description set out in the section entitled "The Companies". To the best of the knowledge and belief of the Issuer, the information contained in this Prospectus for which it accepts responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. To the best of the knowledge and belief of the Trustee, the information contained in this Prospectus in the section entitled "The Trustee" is in accordance with the facts and does not omit anything likely to effect the import of such information. To the best of the knowledge and belief of the Cash Administrator and the Account Bank, the information contained in this Prospectus in the section entitled "The Cash Administrator and the Account Bank" is in accordance with the facts and does not omit anything likely to effect the import of such information. To the best of the knowledge and belief of the Swap Counterparty, the information contained in this Prospectus in the section entitled "The Swap Counterparty" is in accordance with the facts and does not omit anything likely to effect the import of such information. To the best of the knowledge and belief of the Recovery Advisor, the information contained in this Prospectus in the section entitled "The Recovery Advisor" is in accordance with the facts and does not omit anything likely to effect the import of such information. To the best of the knowledge and belief of the Financial Advisor, the information contained in this Prospectus in the section entitled "The Financial Advisor" is in accordance with the facts and does not omit anything likely to effect the import of such information. To the best of the knowledge and belief of the Transaction Monitor, the information contained in this Prospectus in the section entitled "The Transaction Monitor" is in accordance with the facts and does not omit anything likely to effect the import of such information. To the best of the knowledge and belief of the Tax Liquidity Facility Provider, the information contained in this Prospectus in the section entitled "The Tax Liquidity Facility Provider" is in accordance with the facts and does not omit anything likely to effect the import of such information. To the best of the knowledge and belief of each of the Companies, the information contained in this Prospectus in the section entitled "The Companies" is, to the extent that the relevant Company's description is concerned, in accordance with the facts and does not omit anything likely to effect the import of such information

4 Where information has been sourced from the Trustee, the Cash Administrator, the Account Bank, the Swap Counterparty, the Recovery Advisor, the Financial Advisor, the Transaction Monitor, the Tax Liquidity Facility Provider and any of the Companies, such information has been accurately reproduced and, as far as the Issuer is aware and is able to ascertain from such information provided by the Trustee, the Cash Administrator, the Account Bank, the Swap Counterparty, the Recovery Advisor, the Financial Advisor, the Transaction Monitor the Tax Liquidity Facility Provider and any of the Companies (as applicable), no facts have been omitted which would render the reproduced information inaccurate or misleading. THE NOTES REPRESENT OBLIGATIONS OF THE ISSUER ONLY, AND DO NOT REPRESENT OBLIGATIONS OF THE TRUSTEE, THE LEAD MANAGER AND ARRANGER, THE CO- MANAGER, THE CASH ADMINISTRATOR, THE ACCOUNT BANK, THE PAYING AGENTS, THE INVESTMENT BOARD, THE FINANCIAL ADVISOR, THE RECOVERY ADVISOR, THE TRANSACTION MONITOR, THE SWAP COUNTERPARTY OR ANY OF THEIR RESPECTIVE AFFILIATES OR ANY AFFILIATE OF THE ISSUER OR ANY OTHER THIRD PERSON OR ENTITY. THE NOTES WILL NOT BE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR BY THE TRUSTEE, THE LEAD MANAGER AND THE ARRANGER, THE CO-MANAGER, THE CASH ADMINISTRATOR, THE ACCOUNT BANK, THE PRINCIPAL PAYING AGENT, THE INVESTMENT BOARD, THE FINANCIAL ADVISOR, THE RECOVERY ADVISOR, THE TRANSACTION MONITOR, THE SWAP COUNTERPARTY OR ANY OF THEIR RESPECTIVE AFFILIATES OR ANY AFFILIATE OF THE ISSUER OR BY ANY OTHER PERSON OR ENTITY EXCEPT AS DESCRIBED HEREIN. The Notes will be governed by the laws of the Federal Republic of Germany ("Germany"). Each Class of the Notes will be initially represented by a temporary global note in bearer form (each, a "Temporary Global Note") without interest coupons attached. The Temporary Global Note will be exchangeable, as described herein for a permanent global note in bearer form (each, a "Permanent Global Note", and together with the Temporary Global Notes, the "Global Notes" and each a "Global Note") without interest coupons attached. The Temporary Global Notes will be exchangeable not earlier than 40 days and not later than 180 days after the Issue Date, upon certification of non-u.s. beneficial ownership, for interests in the Permanent Global Notes. The Notes will be deposited with JPMorgan Chase Bank, N.A. (London Branch), as common depositary for Euroclear Bank S.A./N.V., as operator of the Euroclear Systems and Clearstream Banking, société anonyme. The Notes represented by Global Notes may be transferred in book-entry form only. The Notes will be issued in denominations of EUR 100,000. The Global Notes will not be exchangeable for definitive securities. See "TERMS AND CONDITIONS OF THE NOTES Denomination and Form". In this Prospectus, references to "euro", " " or "EUR" are to the single currency which was introduced in Germany as of 1 st January THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND INCLUDE NOTES IN BEARER FORM THAT ARE SUBJECT TO U.S. TAX LAW REQUIREMENTS. SUBJECT TO CERTAIN EXCEPTIONS, THE NOTES MAY NOT BE OFFERED, SOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED IN REGULATION S OF THE SECURITIES ACT). The Jersey Financial Services Commission (the "Commission") has given and has not withdrawn its consent under Article 10 of the Control of Borrowing (Jersey) Order 1958 to the creation by the Issuer of the limited partnership interests in the Issuer. The Commission is protected by the Control of Borrowing (Jersey) Law 1947, as amended, against liability arising from the discharge of its functions under that Law. Nothing in this Prospectus or anything communicated to holders of, or investors in, the Notes (or any such potential holders or investors) is intended to constitute, or should be construed as, advice on the merits of the purchase of, or subscription for, the Notes or the exercise of any rights attached thereto - 4 -

5 for the purposes of the Financial Services (Jersey) Law 1998, as amended. An investment in the Notes is only suitable for financially sophisticated investors who are capable of evaluating the merits and risks of such investment and who have sufficient resources to be able to bear any losses which may result from such investment. If you are in any doubt about the contents of this document, you should consult your stockbroker, bank manager, solicitor, accountant or other financial advisor. It should be remembered that the price of securities and the income from them can go down as well as up. See "RISK FACTORS". The investments described in this Prospectus do not constitute a collective investment fund for the purpose of the Collective Investment Funds (Jersey) Law 1988, as amended, on the basis that they are investment products designed for financially sophisticated investors with specialist knowledge of, and experience of investing in, such investments, who are capable of fully evaluating the risks involved in making such investments and who have an asset base sufficiently substantial as to enable them to sustain any loss that they might suffer as a result of making such investments. These investments are not regarded by the Commission as suitable investments for any other type of investor. No person has been authorised to give any information or to make any representation other than as contained in this Prospectus and, in connection with the issue and sale of the Notes, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Trustee, the Lead Manager or the Arranger. Neither the delivery of this Prospectus nor any offering, sale or delivery of any Notes shall, under any circumstances, create any implication (i) that the information in this Prospectus is correct as of any time subsequent to the date hereof or, as the case may be, subsequent to the date on which this Prospectus has been most recently amended or supplemented, or (ii) that there has been no adverse change in the financial situation of the Issuer since the date of this Prospectus or, as the case may be, the date on which this Prospectus has been most recently amended or supplemented, or the date of the most recent financial information which is contained in this Prospectus by reference or (iii) that any other information supplied in connection with the issue of the Notes is correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. No action has been taken by the Issuer other than as set out in this Prospectus that would permit a public offering of the Notes, or possession or distribution of this Prospectus or any other offering material in any country or jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Prospectus (nor any part thereof) nor any Prospectus, prospectus, form of application, advertisement or other offering materials may be issued, distributed or published in any country or jurisdiction except in compliance with applicable laws, orders, rules and regulations, and the Issuer has represented that all offers and sales by it have been made on such terms. This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities to which it relates or an offer to sell or the solicitation of an offer to buy any of the securities offered hereby in any circumstances in which such offer or solicitation is unlawful. The distribution of this Prospectus (or of any part thereof) and the offering and sale of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus (or any part thereof) comes are required by the Issuer to inform themselves about and to observe any such restrictions. This Prospectus does not constitute, and may not be used for, or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. For a further description of certain restrictions on offerings and sales of the Notes and distribution of this Prospectus (or of any part thereof) see "SUBSCRIPTION AND SALE". In connection with the issue of the Notes, the Lead Manager (or persons acting on its behalf) may overallot or effect transactions with a view to supporting the price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Lead Manager (or persons acting on its behalf) will undertake stabilisation action. Any stabilisation - 5 -

6 action may begin at any time after the adequate public disclosure of the final terms of the offer of the Notes 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 and 60 days after the date of the allotment of the Notes

7 TABLE OF CONTENTS SECTION PAGE TRANSACTION STRUCTURE...8 OUTLINE OF THE TRANSACTION...9 RISK FACTORS...29 TERMS AND CONDITIONS OF THE NOTES...42 TRUST AGREEMENT...59 PARTICIPATION RIGHT AGREEMENTS...74 TAX LIQUIDITY FACILITY AGREEMENT CERTAIN OTHER TRANSACTION AGREEMENTS Financial Advisory Agreement Recovery Advisory Agreement Transaction Monitoring Agreement Investment Advisory Agreement Tax Reimbursement Agreement Cash Administration Agreement Hedging Arrangements THE COMPANIES THE ISSUER THE GENERAL PARTNER THE TRUSTEE THE CASH ADMINISTRATOR AND THE ACCOUNT BANK THE SWAP COUNTERPARTY THE RECOVERY ADVISOR THE FINANCIAL ADVISOR THE TRANSACTION MONITOR THE TAX LIQUIDITY FACILITY PROVIDER RATINGS TAXATION SUBSCRIPTION AND SALE USE OF PROCEEDS GENERAL INFORMATION INDEX OF DEFINED TERMS

8 TRANSACTION STRUCTURE Diagrammatic Overview of Parties and Transaction (as of the close of business on the Issue Date) The following diagrammatic overview of the parties and the transaction structure appears for convenience only. It is necessarily incomplete and is qualified in its entirety by reference to the more detailed information appearing elsewhere in this Prospectus. Investors may therefore not solely rely on the following diagrammatic overview and are urged to carefully review the entire Prospectus. Jersey Charitable Trust Jersey Charitable Trust 100% 100% CB Mezz CAP Limited (General Partner) CB MezzCAP Verwaltungs- Gesellschaft mbh (Limited Partner) % Company 1 Investment Board % Trustee Class A Notes Company 2 Tax contributions Class B Notes Company 3 Participation Rights Interest + Principal Class C Notes Company 4 Company 5 Interest + Principal Funding Payments Interest + Principal CB MezzCAP Limited Partnership (Issuer) Issue proceeds Class D Notes Class E Notes Company 6 Fixed Floating Liquidity (Cash Collateralised subject to Rating Trigger) Class F Notes Company... Swap Counterparty Liquidity Facility Provider Cash Administrator Financial Advisor Transaction Monitor Recovery Advisor Disposal Advisor - 8 -

9 OUTLINE OF THE TRANSACTION The following outline of the transaction appears for convenience only. It is necessarily incomplete and is qualified in its entirety by reference to the more detailed information appearing elsewhere in this Prospectus. Investors may therefore not solely rely on the following outline of the transaction and are urged to carefully review the entire Prospectus. 1. Parties Issuer Limited Partner General Partner Companies Investment Board Financial Advisor Recovery Advisor Disposal Advisor Transaction Monitor Liquidity Facility Provider Trustee Swap Counterparty Cash Administrator Account Bank Principal Paying Agent Corporate Administrator CB MezzCAP Limited Partnership, a limited partnership organised under the laws of Jersey with registration number LP 688 and having its registered office at 26 New Street, St. Helier, Jersey, Channel Islands. The sole limited partner of the Issuer is CB MezzCAP Verwaltungsgesellschaft mbh, a limited liability company organised under the laws of Germany with registration number HRB and having its registered office at Neue Mainzer Straße 75, Frankfurt am Main. The sole general partner of the Issuer is CB MezzCAP Limited, a limited liability company organised under the laws of Jersey with registration number and having its registered office at 26 New Street, St. Helier, Jersey, Channel Islands. 35 corporations and partnerships which are organised under German law and have granted the Participation Rights to the Issuer in the period from December 2005 to February The initial members of the Investment Board are Stephanie Gaubatz, James Fairrie and Cord Rodewald. CBG Commerz Beteiligungsgesellschaft Holding mbh, Frankfurt am Main Ernst & Young AG Wirtschaftsprüfungsgesellschaft, Frankfurt am Main Ernst & Young Corporate Finance Beratung GmbH, München Commerzbank Aktiengesellschaft, London Branch Commerzbank Aktiengesellschaft J.P. Morgan Corporate Trustee Services Limited, London AIG Financial Products Corp. JPMorgan Chase Bank, N.A. (London Branch) JPMorgan Chase Bank, N.A. (London Branch) JPMorgan Chase Bank, N.A. (London Branch) Bedell Trust Company Limited, Jersey - 9 -

10 Irish Listing Agent and Irish Paying Agent Arranger Lead Manager Co-Manager J.P. Morgan Bank (Ireland) Plc Commerzbank Aktiengesellschaft, London Branch Commerzbank Aktiengesellschaft, London Branch Fortis Bank nv-sa. 2. Notes Issue Issue Price EUR 137,800,000 Class A Notes EUR 20,000,000 Class B Notes EUR 10,500,000 Class C Notes EUR 14,500,000 Class D Notes EUR 7,700,000 Class E Notes EUR 9,000,000 Class F Notes Class A: 100 per cent. Class B: 100 per cent. Class C: 100 per cent. Class D: 100 per cent. Class E: 100 per cent. Class F: 100 per cent. Denomination The Notes will be issued in denominations of EUR 100,000. Status Form and Clearing The Notes constitute direct and unsubordinated obligations of the Issuer ranking pari passu amongst themselves and at least pari passu with all current and future obligations of the Issuer (subject to the Priority of Payments). The Notes are unsecured (provided that the Noteholders will benefit from certain security interests granted by the Issuer to the Trustee) and constitute limited recourse obligations of the Issuer. The Notes will initially be represented by the Temporary Global Notes which will be exchangeable for the Permanent Global Notes as described in the terms and conditions of the Notes. Definitive notes and coupons will not be issued. The Global Notes will be kept in custody by JPMorgan Chase Bank, N.A. (London Branch) as common depositary for Euroclear Bank S.A./N.V., as operator of the Euroclear Systems and Clearstream Banking, société anonyme. Interest Class A: EURIBOR % p.a. Class B: EURIBOR % p.a. Class C: EURIBOR % p.a. Class D: EURIBOR % p.a. Class E: EURIBOR % p.a. Class F: 17% p.a. Interest will be payable quarterly in arrear on each Payment Date

11 Payment Dates Determination Dates Each 25th of January, April, July and October of each year, beginning in July 2006, or if any such day is not a Business Day, the next succeeding day which is a Business Day unless the payment would thereby fall into the next calendar month, in which case the payment shall be made on the immediately preceding Business Day. The first Business Day preceding 15 January, 15 April, 15 July and 15 October of each year, beginning in July On each Determination Date, the Cash Administrator shall establish, based upon the funds credited to the Issuer Accounts as of such Determination Date, the amounts to be paid under the Priority of Payments on the next following Payment Date. Scheduled Maturity Date Legal Maturity Date Early Redemption On 25 January 2013 (subject to adjustment for non-business Days and unless previously redeemed), the Notes shall be redeemed in full at their Note Principal Amount plus accrued interest. In the event of insufficient funds pursuant to the Priority of Payments, certain Notes will remain outstanding thereafter and will amortise according to the Priority of Payments on the subsequent Payment Dates until the Legal Maturity Date. No event of default shall occur under the Notes as a consequence of such deferral of redemption. See "TERMS AND CONDITIONS OF THE NOTES Scheduled Maturity Date". Two Participation Rights in the aggregate initial nominal amount of EUR 11,500,000 are scheduled to mature on 20 February The amortisation of the Class F Notes and partially of the Class E Notes is therefore expected to be deferred accordingly to the next following Payment Date. On 25 October 2036 (subject to adjustment for non-business Days and unless previously redeemed), the Notes shall be redeemed in full at their Note Principal Amount plus accrued interest. See "TERMS AND CONDITIONS OF THE NOTES Legal Maturity Date". If the Transaction Monitor notifies a debit balance of the Principal Deficiency Ledger (as defined below) to the Issuer on or prior to a Determination Date, the Class A, Class B, Class C, Class D and Class E Notes (in that order) shall be redeemed on the next following Payment Date in a total amount equal to the lesser of the amount necessary to reduce the Principal Deficiency Ledger to zero and the aggregate Note Principal Amount of the Class A, Class B, Class C, Class D and Class E Notes (see Section 7.3 of the Terms and Conditions). "Principal Deficiency Ledger" means a ledger account maintained by or on behalf of the Issuer, in which shall be debited each Principal Deficiency Amount and credited (i) the amount of each early redemption payment pursuant to Section 7.3(a) of the Terms and Conditions and (ii) each Principal Deficiency Reversal Amount. "Principal Deficiency Amount" means each amount notified as a

12 "principal deficiency amount" by the Transaction Monitor to the Issuer, such amounts notified by the Transaction Monitor as being equal to (i) the nominal amount of each Participation Right the related Participation Right Agreement of which has been terminated (a "Principal Deficiency Event") or (ii) the nominal amount of each Participation Right Type A in respect of which a remuneration amount has accrued but the related payment claim of the Issuer has not come into existence under the related Participation Right Agreement Type A due to the lack of sufficient free assets of the relevant Company. "Principal Deficiency Reversal Amount" means the nominal amount of each Participation Right Type A notified by the Transaction Monitor to the Issuer in respect of which (aa) a Principal Deficiency Amount pursuant to Section 7.3(c) first para. (ii) of the Terms and Conditions had previously been debited to the Principal Deficiency Ledger and (bb) all payment claims in respect of remuneration which had previously not come into existence due to the lack of free assets of the relevant Company have at the time of such notice come into existence pursuant to the terms of the related Participation Right Agreement Type A. See "TERMS AND CONDITIONS OF THE NOTES Early Redemption". Priority of Payments On each Payment Date, all available Issuer Receipts as determined on the immediately preceding Determination Date will be distributed towards the discharge of the due and payable claims of the Noteholders and the other creditors of the Issuer in the following order of priority (the "Priority of Payments"): (1) to pay pari passu with each other on a pro rata basis any obligation of the Issuer in respect of Maintenance Expenses; (2) to pay pari passu with each other on a pro rata basis all Agent Fees, provided that total amount paid under this paragraph (2) on any Payment Date shall not exceed the Agent Fees Cap Amount; (3) to pay pari passu with each other on a pro rata basis all Administrative Expenses, provided that total amount paid under this paragraph (3) on any Payment Date shall not exceed the Administrative Expenses Cap Amount; (4) to pay to the Liquidity Facility Provider any interest, principal, commitment fee and other due amounts pursuant to the Tax Liquidity Facility Agreement; (5) to pay to the Swap Counterparty any payment under the Hedging Agreement other than termination payments arising by virtue of the Swap Counterparty being (aa) the Defaulting Party (as defined in the Hedging Agreement) or (bb) the sole Affected Party (as defined in the Hedging Agreement) under an Additional Termination Event (as defined in the Hedging Agreement) set out in Part 5(h)(v) (Consequences of Rating Events) of the Schedule to the Hedging Agreement; (6) to pay pari passu with each other on a pro rata basis all Service Provider Fees, provided that total amount paid under this paragraph (6) on any Payment Date shall not exceed the

13 Service Provider Cap Amount; (7) to pay any claims of the Companies arising pursuant to the terms of the Participation Rights Type A due to the netting of the yearly remuneration claim of the Issuer and the advance payments received in respect thereto by the Issuer; (8) to pay due and payable Class A Notes Interest; (9) to repay the principal of the Class A Notes until all Class A Notes have been redeemed in full, provided that prior to the Scheduled Maturity Date the total amount paid under this paragraph (9) shall not exceed the Principal Available as of the relevant Determination Date; (10) to pay due and payable Class B Notes Interest; (11) to repay the principal of the Class B Notes until all Class B Notes have been redeemed in full, provided that prior to the Scheduled Maturity Date the total amounts paid under this paragraph (11) shall not exceed the Principal Available as of the relevant Determination Date as reduced by the amounts determined pursuant to paragraph (9) above; (12) to pay due and payable Class C Notes Interest; (13) to repay the principal of the Class C Notes until all Class C Notes have been redeemed in full, provided that prior to the Scheduled Maturity Date the total amounts paid under this paragraph (13) shall not exceed the Principal Available as of the relevant Determination Date as reduced by the amounts determined pursuant to paragraphs (9) and (11) above; (14) to pay due and payable Class D Notes Interest; (15) to repay the principal of the Class D Notes until all Class D Notes have been redeemed in full, provided that prior to the Scheduled Maturity Date the total amounts paid under this paragraph (15) shall not exceed the Principal Available as of the relevant Determination Date as reduced by the amounts determined pursuant to paragraphs (9), (11) and (13) above; (16) to pay due and payable Class E Notes Interest; (17) to repay the principal of the Class E Notes until all Class E Notes have been redeemed in full, provided that prior to the Scheduled Maturity Date the total amounts paid under this paragraph (17) shall not exceed the Principal Available as of the relevant Determination Date as reduced by the amounts determined pursuant to paragraphs (9), (11), (13) and (15) above; (18) on any Payment Date on which the Principal Deficiency Ledger shows a debit balance, to pay to the holders of the Class A Notes until all Class A Notes have been redeemed in full, then of the Class B Notes until all Class B Notes have been redeemed in full, then of the Class C Notes until all Class C Notes have been redeemed in full, then of the Class D Notes until all Class D Notes have been redeemed in full and then of the Class E Notes as early redemption on the Class A, Class B, Class C, Class D and Class E Notes (and in that order) an aggregate amount equal to the lesser of the amount necessary to reduce the Principal Deficiency Ledger to zero and the aggregate Note Principal Amount of the Class A, Class B, Class C, Class D and Class E Notes; (19) to pay to the Swap Counterparty termination payments under the Hedging Agreements arising by virtue of the Swap

14 Counterparty being (aa) the Defaulting Party (as defined in the Hedging Agreement) or (bb) the sole Affected Party (as defined in the Hedging Agreement) under an Additional Termination Event (as defined in the Hedging Agreement) set out in Part 5(h)(v) (Consequences of Rating Events) of the Schedule to the Hedging Agreement; (20) to pay to the Reserve Account the funds necessary to provide or maintain, together with the funds standing to the credit of the Reserve Account, the respective Reserve Account Required Amount relating to such Payment Date; (21) to pay pari passu with each other on a pro rata basis all Agent Fees exceeding the Agent Fees Cap Amount; (22) to pay pari passu with each other on a pro rata basis all Administrative Expenses exceeding the Administrative Expenses Cap Amount; (23) to pay due and payable Class F Notes Interest; (24) to repay the principal of the Class F Notes until all Class F Notes have been redeemed in full, provided that prior to the Scheduled Maturity Date the total amounts paid under this paragraph (24) shall not exceed the Principal Available as of the relevant Determination Date as reduced by the amounts determined pursuant to paragraphs (9), (11), (13), (15) and (17) above; (25) to pay pari passu with each other on a pro rata basis the Transaction Management Performance Fee (arising under the Financial Advisory Agreement) to the Financial Advisor and the Monitoring Performance Fee (arising under the Transaction Monitoring Agreement) to the Transaction Monitor; (26) to pay pari passu with each other on a pro rata basis all Service Provider Fees exceeding the Service Provider Cap Amount; (27) to the extent not covered in (1) through (26) above, to pay all other due and payable obligations of the Issuer (other than pursuant to paragraphs (28) and (29) below), including indemnifications and replacement costs payable by the Issuer to third parties; (28) of any remaining amount, to distribute 99.9% thereof as a "Junior Performance Premium" first (i) to the holders of the Class F Notes, however not exceeding 3% of the Note Principal Amount of the Class F Notes outstanding on the Issue Date in respect of the first Payment Date, and on the immediately preceding Payment Date in respect of any subsequent Payment Date, in each case after the full discharge of any principal repayments of such Notes, and second (ii) any remainder amount pari passu with each other on a pro rata basis to the Financial Advisor and the Transaction Monitor; (29) to pay out any remainder amount to the General Partner and to the Limited Partner of the Issuer in accordance with the Issuer's partnership agreement. The Issuer shall make payments only on the Payment Dates in accordance with the Priority of Payments, provided, however, that payments may be made on 25 April 2006 and irrespective of the Priority of Payments in respect of the payment of outstanding interest amounts under the Bridge Facility, provided that the aggregate amount of such payments shall not exceed

15 EUR 4,000,000. "Administrative Expenses" means fees, costs and expenses of, and any other amounts due by the Issuer to, the directors of the General Partner, the Rating Agencies, the stock exchange, the auditors and legal counsel of the Issuer, the Limited Partner pursuant to the Tax Reimbursement Agreement, the Corporate Administrator pursuant to the Corporate Services Agreement as well as annual payments of EUR 1,000 to the General Partner and EUR 5,000 to the Limited Partner. "Administrative Expenses Cap Amount" means EUR 30,000 with respect to each Payment Date. "Agent Fees" means the fees, costs and expenses of, and any other amounts due by the Issuer to, the Cash Administrator and the Account Bank pursuant to the Cash Administration Agreement and the Paying Agents pursuant to the Agency Agreement. "Agent Fees Cap Amount" means EUR 10,000 with respect to each Payment Date. "Determination Date" means the first Business Day preceding 15 January, 15 April, 15 July and 15 October of each year, beginning in July "Issuer Receipts" means on any date, all amounts credited to the Issuer Accounts on such date on account of receipts and collections of the Issuer, including Interest Available and Principal Available, and all other amounts received by the Issuer pursuant to the Transaction Agreements and credited to the Issuer Accounts (other than an amount equal to the aggregate Swap Collateral). "Interest Available" means the sum of (i) the receipts under the Participation Right Agreements other than principal repayments, (ii) the balance of the Reserve Account and proceeds from permitted investments made by the Cash Administrator pursuant to the terms of the Cash Administration Agreement, (iii) the liquidity advances provided under the Tax Liquidity Facility Agreement, (iv) any amount paid (other than collateral) by the Swap Counterparty to the Issuer under the Hedging Agreement and (v) any interest portion of Recoveries Available. "Maintenance Expenses" means (i) the Issuer's and the General Partner's tax liabilities (if any) and (ii) the fees, costs and expenses of and any other amounts due to the Trustee under or in relation to the Trust Agreement (other than the Trustee Claim as such). "Monitoring Performance Fee" means (i) 0.25% per annum plus (ii) a premium of 0.05% per annum if and as long as there are not more than 4 Companies having received a credit appraisal of the category of "Ba2.edf" or below from Moody's KMV or an equivalent credit appraisal from another credit appraisal agency, each such amounts to be calculated in respect of each Payment Date on the basis of the principal amount of all Notes outstanding on the

16 immediately preceding Payment Date. "Participation Rights Type A" means the Participation Rights granted to the Issuer pursuant to the Participation Right Agreements entitled "Genussrechtsvereinbarung Variante A HGB-Eigenkapitalinstrument". "Principal Available" means on any date, all amounts credited to the Issuer Accounts on such date on account of the principal amounts received by the Issuer from the Companies as repayment of Participation Rights and of any principal portion of Recoveries Available, however excluding any payments in respect of Participation Rights in respect of which a Principal Deficiency Event has occurred. "Reserve Account Required Amount" means (i) EUR 0 in relation to the initial Payment Date, (ii) in relation to each subsequent Payment Date prior to the Scheduled Maturity Date, the sum of (A) the funds standing to the credit of the Reserve Account on the immediately preceding Payment Date following any payments pursuant to Section 2.3 paragraph (20) of the Terms and Conditions and (B) EUR 500,000, provided that such sum shall under no circumstance exceed EUR 4 million, and (iii) EUR 0 in relation to the Scheduled Maturity Date and any subsequent Payment Date. "Recoveries Available" means the net proceeds realised by the Issuer on the disposal of Participation Right Agreements by way of an assumption of contract of a third party or an assignment of claims arising thereunder. "Service Provider Cap Amount" means EUR 200,000 with respect to each Payment Date. "Service Provider Fees" means the fees, costs and expenses of, and any other amounts due to, the Financial Advisor pursuant to the Financial Advisory Agreement (excluding the Transaction Management Performance Fee), the Transaction Monitor pursuant to the Transaction Monitoring Agreement (excluding the Monitoring Performance Fee), the Recovery Advisor and the Disposal Advisor pursuant to the Recovery Advisory Agreement and the members of the Investment Board pursuant to the Investment Advisory Agreement. "Swap Collateral" means any collateral transferred by the Swap Counterparty to the Issuer pursuant to the Hedging Agreement and any interest or distributions in respect thereof. "Transaction Management Performance Fee" means (i) 0.25% per annum plus (ii) a premium of 0.05% per annum if and as long as there are not more than 4 Companies having received a credit appraisal of the category of "Ba2.edf" or below from Moody's KMV or an equivalent credit appraisal from another credit appraisal agency, each such amounts to be calculated in respect of each Payment Date on the basis of the principal amount of all Notes

17 outstanding on the immediately preceding Payment Date. The aggregate fees of the Trustee, the Cash Administrator, the Account Bank, the Paying Agents, the Financial Advisor, the Transaction Monitor and the Investment Board (to the extent ranking senior to the Notes) will amount to not more than 0.50% per annum, calculated in respect of each Payment Date on the basis of the principal amount of all Notes outstanding on the immediately preceding Payment Date. Events of Default Any of the following events will constitute an Event of Default which will, if continuing, entitle each Noteholder to accelerate all the Notes held by it and demand immediate repayment, upon which the Issuer will redeem all of the Notes: (i) certain insolvency-related events with respect to the Issuer or its liquidation; (ii) payment default of the Issuer continuing for a period of 5 Business Days or longer; (iii) invalidity of Trustee Collateral in whole or in part. For the avoidance of doubt, no Issuer Event of Default shall occur with respect to any accrued claims which do not become due, and payment is deferred accordingly, by operation of Section 2.4 of the Terms and Conditions of the Notes (Limited Recourse). On or after the Legal Maturity Date, any payment obligations under the Notes shall be determined for the purposes of (ii) above as if Section 2.4 (Limited Recourse) would not apply. See "TERMS AND CONDITIONS OF THE NOTES Early Redemption for Default". Taxation; no Gross-up Payments in respect of the Notes will only be made after withholding or deduction for or on account of any present or future taxes, duties or governmental charges which are imposed, levied or collected under any applicable system of law. The Issuer shall be under no obligation to pay any additional amounts as compensation for any such withholdings or deductions, and such withholdings or deductions shall not constitute an Issuer Event of Default. For a discussion of certain Jersey and German tax consequences of purchasing, owning and disposing of the Notes, see "TAXATION". Governing Law Trustee Collateral The Notes will be governed by the laws of the Federal Republic of Germany. Pursuant to the Trust Agreement, the Issuer has granted a security interest in respect of its claims under the Participation Right Agreements and under certain of the other Transaction Agreements to which it is a party to the Trustee for the benefit of the Noteholders and certain other secured creditors of the Issuer

18 See "TRUST AGREEMENT". Pursuant to the English Security Deed, the Issuer has granted a security interest in respect of the Transaction Account and the Reserve Account (and any other accounts which may replace such accounts from time to time in accordance with the Cash Administration Agreement), and pursuant to the Jersey Security Agreement, the Issuer has granted a security interest in respect of its claims under the Corporate Services Agreement, in each case to the Trustee for the benefit of the Noteholders and certain other secured creditors of the Issuer. Subscription Use of Proceeds The Managers will, subject to certain conditions, subscribe for the Notes and will offer the Notes, subject to certain exceptions, only outside the United States to non-u.s. persons in reliance on Regulation S under the Securities Act pursuant to the terms and conditions of the Subscription Agreement. The Notes will not be registered under the Securities Act. See "SUBSCRIPTION AND SALE". The Issuer will apply the net proceeds from the issue of the Notes to redeem the Bridge Facility pursuant to which the Issuer has received certain term loans in order to finance the investment in the portfolio of Participation Rights. 3. Rating It is expected that on the Issue Date, the Class A Notes will be assigned ratings of "Aaa" by Moody's and "AAA" by S&P, the Class B Notes will be assigned ratings of "Aa2" by Moody's and "AA" by S&P, the Class C Notes will be assigned ratings of "A2" by Moody's and "A" by S&P, the Class D Notes will be assigned ratings of "Baa2" by Moody's and "BBB" by S&P and the Class E Notes will be assigned ratings of "Ba1" by Moody's and "BB" by S&P. The Class F Notes will not be rated. 4. Main Transaction Agreements A rating is not a recommendation to buy, hold or sell securities, and may be subject to revision, suspension or withdrawal at any time by the rating agency. Trust Agreement Pursuant to the Trust Agreement entered into between the Issuer, the Limited Partner, the General Partner and the Trustee on 1 December 2005 (as amended and restated on 11 April 2006), the Issuer has granted certain collateral as security for its obligations under the Notes and towards the other secured creditors of the Issuer to the Trustee, acting in a fiduciary capacity for the Noteholders and the other secured creditors of the Issuer. The Trustee will hold, and subject to certain circumstances, realise the Trustee Collateral and perform certain other functions as a trustee for the benefit of the Noteholders and the other creditors of the Issuer under the Transaction Documents. See "THE TRUST AGREEMENT". Financial Advisory Agreement Pursuant to the Financial Advisory Agreement entered into between the Issuer and the Financial Advisor on 26 October 2005 (as

19 amended and restated on 11 April 2006), the Financial Advisor has provided to the Issuer (with a copy to the Investment Board) a selection of such companies which it considered suitable to form part of the portfolio of Participation Rights exclusively based on Moody's KMV industry classification and a rating classification on the basis of Moody's KMV credit assessment as well as a rating by Commerzbank Aktiengesellschaft. The Financial Advisor will provide information and make proposals to the Issuer (with a copy to the Investment Board), based upon the advice of the Recovery Advisor, in relation to the termination of any Participation Right Agreements and the disposal of Participation Rights. The Financial Advisor will monitor the performance of the Recovery Advisor as well as the performance of the Portfolio and the Companies. It will inform certain transaction parties of any trigger breaches under the Participation Right Agreements; in this case, it will furthermore provide information and make proposals to the Issuer (with a copy to the Investment Board) in relation to the exercise or non-exercise of the Issuer's additional information rights under the Participation Right Agreements, and if the Issuer exercises any of its additional information rights under the Participation Right Agreements such as the activation of the Recovery Advisor, it will advise the Issuer in relation thereto. See "CERTAIN OTHER TRANSACTION AGREEMENTS The Financial Advisory Agreement". Recovery Advisory Agreement Transaction Monitoring Agreement Investment Advisory Agreement Pursuant to the Recovery Advisory Agreement entered into between the Issuer and the Recovery Advisor on 1 December 2005 (as amended and restated on 11 April 2006), the Recovery Advisor will upon instruction of the Issuer in case of certain trigger events under the Participation Right Agreements carry out an analysis of the economic condition of the relevant Companies, prepare a written evaluation of potential courses of action and prepare a recommendation to the Issuer on the preferred course of action. In the case of a decision of the Issuer to dispose of Participation Rights, the Disposal Advisor will advise in respect of and organise the disposal process. See "CERTAIN OTHER TRANSACTION AGREEMENTS The Recovery Advisory Agreement". Pursuant to the Transaction Monitoring Agreement entered into between the Issuer and the Transaction Monitor on 1 December 2005 (as amended and restated on 11 April 2006), the Transaction Monitor will monitor the performance of the Portfolio and of the parties to the Transaction. The Transaction Monitor will also perform and implement the annual calculation of default probabilities for Moody's KMV RiskCalc, carry out transaction reporting as provided for in the Transaction Documents, give instructions to the Cash Administrator to invest amounts credited to the accounts of the Issuer (other than an amount equal to the aggregate Swap Collateral) in specified Permitted Investments (as defined in the Cash Administration Agreement) or to dispose of specified Permitted Investments and render certain other services to the Issuer. See "CERTAIN OTHER TRANSACTION AGREEMENTS The Transaction Monitoring Agreement". Pursuant to the Investment Advisory Agreement entered into between the Issuer and the members of the Investment Board on

20 26 October 2005 (as amended and restated on 11 April 2006), the Investment Board has made proposals to the board of directors of the Issuer with respect to the selection of the Companies and will make proposals regarding the exercise of certain rights under the Participation Right Agreements and the potential disposal of Participation Rights. The Investment Advisory Agreement will contain procedural rules for the Investment Board and will govern the substitution of its members. See "CERTAIN OTHER TRANSACTION AGREEMENTS The Investment Advisory Agreement". Cash Administration Agreement Pursuant to the Cash Administration Agreement entered into between the Issuer, the Cash Administrator and the Account Bank on 1 December 2005 (as amended and restated on 11 April 2006), the Cash Administrator will, among other things, record the payments of the Companies under the Participation Right Agreements, manage the payments of the Issuer and make cash investments upon the instruction of the Transaction Monitor. Funds standing to the credit of the accounts of the Issuer (other than an amount equal to the aggregate Swap Collateral) will be invested by the Cash Administrator upon instruction of the Transaction Monitor in specified Permitted Investments. "Permitted Investments" means (i) any bank account or deposit (including, for the avoidance of doubt, time deposits) held or made with any financial institution, the short-term unsecured and unsubordinated debt obligations of which are rated at least "P-1" by Moody's and "A-1+" by S&P, and, with respect to bank accounts, the long-term unsecured and unsubordinated debt obligations of which are rated at least "A1" by Moody's and "AA-" by S&P, provided that each such bank account or deposit shall (i) have a predetermined fixed euro amount of principal due at maturity that cannot change or vary, (ii) not have an "r" suffix attached to its rating, (iii) if such bank account or deposit has a variable interest rate, have an interest rate tied to a single interest rate index plus a single fixed spread (if any) and move proportionately with that index, (iv) not be subject to liquidation prior to its maturity and (v) mature on the next following Payment Date; or (ii) money market funds which are rated at least "Aaa" and "MR1+" by Moody's and "AAAm" by S&P and permit daily liquidation of investments; provided in each case that the relevant debtor is not required to deduct or withhold any amounts for or on account of any withholding tax or similar tax, unless such debtor is required to make "gross up" payments that ensure that the net amount actually received by the Issuer (free and clear of taxes, whether assessed against such debtor or the Issuer) will equal the full amount that the Issuer would have received had no such deduction or withholding

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