FORCE Limited Partnership (a limited partnership established under the laws of Jersey, Channel Islands)

Transkript

1 FORCE Limited Partnership (a limited partnership established under the laws of Jersey, Channel Islands) EUR 236,000,000 Class A EURIBOR % Notes due 2017 EUR 17,800,000 Class B EURIBOR % Notes due 2017 EUR 20,400,000 Class C EURIBOR % Notes due 2017 EUR 18,500,000 Class D EURIBOR % Notes due 2017 EUR 46,700,000 Class E1 EURIBOR % Note due 2017 EUR 31,100,000 Class E2 EURIBOR % Notes due 2017 Expected Ratings by Interest Rate Issue Price Fitch/Moody's/S&P Final Maturity Class A Notes EURIBOR % p.a. 100% AAA/Aaa/AAA 2017 Class B Notes EURIBOR % p.a. 100% AA/Aa1/AA 2017 Class C Notes EURIBOR % p.a. 100% A/Aa3/A 2017 Class D Notes EURIBOR % p.a. 100% BBB/A2/BBB 2017 Class E1 Note EURIBOR % p.a % not rated 2017 Class E2 Notes EURIBOR % p.a % not rated 2017 FORCE Limited Partnership (the "Issuer") will issue the Class A Notes, Class B Notes, Class C Notes, Class D Notes and Class E2 Notes (together, the "Notes") at the issue price indicated above on or about December 15, 2005 (the "Issue Date"). The Issuer will further issue the Class E1 Note (together with the Class E2 Notes, the "Class E Notes") as promissory note (Schuldscheindarlehen) at the issue price indicated above on 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 3rd day of February, May, August and November of each year (subject to adjustment as specified herein for non-business Days) (each, a "Payment Date"), commencing in May See "TERMS AND CONDITIONS OF THE NOTES - Payments of Interest". Interest on the Class E1 Note will accrue on the outstanding principal amount of the Class E1 Note at a per annum rate indicated in the table above. Interest will be payable on the Class E1 Note on each Payment Date. See "THE PROMISSORY NOTES - Payments of Interest". Subject to the deferral provision in the Profit Participation Agreements, the Notes, other than Class E Notes, will be redeemed on February 3, 2013 (subject to adjustment as specified herein for non-business Days). See "TERMS AND CONDITIONS OF THE NOTES - Redemption; Early Partial Redemption and Early Redemption for Default". The Class A Notes are expected, on issue, to be assigned a "AAA" rating by Fitch Ratings Ltd ("Fitch"), a "Aaa" rating by Moody's Investors Service, Inc. ("Moody's") and a "AAA" rating by Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("S&P"), the Class B Notes are expected, on issue, to be assigned ratings of at least "AA" by Fitch, "Aa1" by Moody's and "AA" by S&P, the Class C Notes are expected, on issue, to be assigned ratings of at least "A" by Fitch, "Aa3" by Moody's and "A" by S&P and the Class D Notes are expected, on issue, to be assigned ratings of at least "BBB" by Fitch, "A2" by Moody's and "BBB" by S&P. It is a condition of the issue of the Notes that they receive these ratings. The ratings by Fitch, Moody's and S&P reflect timely payment of interest and ultimate payment of principal on the Notes at their respective legal maturity. The Class E Notes will be assigned no ratings. The Lead Manager will purchase the Notes and the Class E1 Note from the Issuer on the Issue Date. The Lead Manager will offer the Notes (other than the Class E Notes), from time to time, in negotiated transactions or otherwise at varying prices to be determined at the time of the sale. The Class E Notes will be privately placed. The Issuer will apply the net proceeds from the issuance of the Notes and the Class E1 Note to re-pay a EUR 400,000,000 senior bridge loan facility granted to it by a special purpose entity, administered by DB, and IKB Deutsche Industriebank Aktiengesellschaft, Wilhelm-Bötzkes-Straße 1, Düsseldorf, Germany ("IKB"), as amended from time to time, and a EUR 100,000,000 junior bridge loan facility granted to it by Deutsche Bank Aktiengesellschaft, London Branch, 1 Great Winchester Street, London EC2N 2DB, United Kingdom ("DB") and IKB, as amended from time to time, for the purpose of financing (i) payments made by the Issuer to certain Portfolio Companies and (ii) the purchase price for the rights and claims under certain Profit Participation Agreements originally entered into by DB. The Issuer and Deutsche Trustee Company Limited (the "Trustee") will enter into a trust agreement on or about the date hereof (the "Trust Agreement") pursuant to which the Issuer will grant to the Trustee for the benefit of the Noteholders and the other secured creditors of the Issuer a security interest in the Profit Participation Agreements, each entered into by the Issuer and the respective Portfolio Company, and in the rights and claims of the Issuer arising under certain of the transaction documents to which it is a party (the "Trustee Collateral"). 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 (other than Class E Notes) to be admitted to the Official List and trading on its regulated market as defined in Article 1(13) of the Directive 93/22/EEC. The Issuer designates Ireland as Home Member State for the purpose of the Notes to be issued and the approval of this Prospectus.

2 Lead Manager DEUTSCHE BANK AG, LONDON BRANCH DEUTSCHE BANK AG, LONDON BRANCH Co-Manager IKB DEUTSCHE INDUSTRIEBANK AG Co-Arrangers IKB DEUTSCHE INDUSTRIEBANK AG The date of this Prospectus is December 23, Given the complexity of the Terms and Conditions, an investment in the Notes is suitable only for experienced investors who understand and are in a position to evaluate the risks inherent therein. 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 (acting through its general partner) accepts responsibility for the information contained in this Prospectus, except that (i) (ii) (iii) (iv) FORCE Management Limited only is responsible for the information under "THE GENERAL PARTNER", Deutsche Trustee Company Limited only is responsible for the information under "THE TRUSTEE", Deutsche Bank AG, London Branch only is responsible for the information under "THE CASH ADMINISTRATOR" and under "THE SWAP COUNTERPARTY", and equinotes Management GmbH only is responsible for the information under "THE ADVISOR". To the best of the knowledge and belief of the Issuer (acting through its general partner which has taken reasonable care to ensure that such is the case) the information contained in this Prospectus for which the Issuer (acting through its general partner) is responsible 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 FORCE Management Limited the information contained in this Prospectus for which FORCE Management Limited is responsible 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 Deutsche Trustee Company Limited the information contained in this Prospectus for which Deutsche Trustee Company Limited is responsible 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 Deutsche Bank AG, London Branch the information contained in this Prospectus for which Deutsche Bank AG, London Branch is responsible 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 equinotes Management GmbH the information contained in this Prospectus for which equinotes Management GmbH is responsible is in accordance with the facts and does not omit anything likely to affect the import of such information. THE NOTES AND THE CLASS E1 NOTE REPRESENT OBLIGATIONS OF THE ISSUER ONLY, AND DO NOT REPRESENT OBLIGATIONS OF THE TRUSTEE, THE LEAD MANAGER, ANY OF THE CO-ARRANGERS, THE CASH ADMINISTRATOR, THE PRINCIPAL PAYING AGENT, THE IRISH PAYING AGENT 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, ANY OF THE CO- ARRANGERS, THE CASH ADMINISTRATOR, THE PRINCIPAL PAYING AGENT, THE IRISH PAYING AGENT 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 and the Class E1 Note will be governed by the laws of the Federal Republic of Germany ("Germany"). The Notes will be initially represented by a temporary global note in bearer form (the "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 (the "Permanent Global Note", and together with the Temporary Global Note, the "Global Notes" and each a "Global Note") without interest coupons attached. The Temporary Global Note 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 Note. The Notes will be deposited with Deutsche Bank AG, 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 - 3 -

4 OF THE NOTES Form and Denomination". In this Prospectus, references to "euro", " " or "EUR" are to the single currency which was introduced in Germany as of 1 st January NEITHER THE NOTES NOR THE CLASS E1 NOTE HAVE BEEN OR WILL 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). An investment in the Notes and in the Class E1 Note 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". 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 and the Class E1 Note, 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 any of the Co-Arrangers. Neither the delivery of this Prospectus nor any offering, sale or delivery of any Notes or the Class E1 Note 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 and the Class E1 Note 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 the Class E1 Note, 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, neither Notes nor the Class E1 Note 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". 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 - 4 -

5 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. 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 Jersey Financial Services Commission as suitable investments for any other type of investor. Prospective investors should satisfy themselves that they understand all of the risks associated with making investments in the Notes and the Class E1 Note. Any individual intending to invest in any investment described in this Prospectus should consult his professional adviser and ensure that he fully understands all the risks associated with making such an investment and has sufficient financial resources to sustain any loss that may arise from it. Nothing in this Prospectus or anything communicated to holders of, or investors in, the Notes or the Class E1 Note (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, the Class E1 Note or the exercise of any rights attached to the Notes or the Class E1 Note for the purposes of the Financial Services (Jersey) Law 1998, as amended. An investment in the Notes or the Class E1 Note is suitable only for financially sophisticated investors 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

6 TABLE OF CONTENTS SECTION PAGE TRANSACTION STRUCTURE...7 OUTLINE OF THE TRANSACTION...8 RISK FACTORS...22 TERMS AND CONDITIONS OF THE NOTES...32 TRUST AGREEMENT...50 THE PROMISSORY NOTE...71 PROFIT PARTICIPATION AGREEMENTS TYPE A...78 PROFIT PARTICIPATION AGREEMENTS TYPE A* PROFIT PARTICIPATION AGREEMENTS TYPE B CONTRIBUTION AGREEMENT LIQUIDITY FACILITY SWAP AGREEMENT THE PORTFOLIO COMPANIES METHOD OF COMPILING THE AGGREGATED PORTFOLIO INFORMATION STRATIFICATION TABLES PROFILING THE UNDERLYING INDIVIDUAL PORTFOLIO COMPANY INFORMATION THE ISSUER THE GENERAL PARTNER THE LIMITED PARTNER THE CASH ADMINISTRATOR AND THE SWAP COUNTERPARTY THE TRUSTEE THE ADVISOR RATINGS TAXATION SUBSCRIPTION AND SALE USE OF PROCEEDS GENERAL INFORMATION INDEX OF DEFINED TERMS

7 TRANSACTION STRUCTURE Diagrammatic Overview of Parties and Transaction (as of the close of business on the Issue Date) This diagrammatic overview of the transaction structure appears for convenience only and is qualified in its entirety by reference to the more detailed information appearing elsewhere in this Prospectus. Investors may therefore not rely on the following diagrammatic overview. Directors FORCE Charitable Trust (JERSEY) FORCE Management Ltd (General Partner, JERSEY) FARNA Charitable Trust (JERSEY) 100 % 100 % FARNA Beteiligungsgesellschaft mbh (Limited Partner, GERMANY) 0.1% 99.9% Class A Notes German SMEs Funding through equinotes FORCE Limited Partnership (Issuer, JERSEY) Class B Notes Class C Notes Class D Notes Class E Notes Advisory Agreement Investment and Portfolio Administration Board Agreement equinotes Management GmbH (GERMANY) Advisor Investment and Portfolio Administration Board (UK) Deutsche Bank AG (Trustee & Cash Manager, UK) equinotes Management GmbH acting as Advisor of the Issuer renders advice to the Issuer regarding the conclusion of Profit Participation Agreements and sale, servicing and enforcement of the Issuer's claims under the Profit Participation Agreement as well as monitors the performance of the Portfolio Companies. The Investment and Portfolio Administration Board (1) prepares, on the basis of the data and information received from the Advisor, decisions for the Issuer in the form of proposals (i) to enter into Profit Participation Agreements, (ii) to terminate Profit Participation Agreements and (iii) to sell any Profit Participation Rights, (2) supervises the Advisor with respect to the monitoring of the Portfolio Companies and (3) processes information delivered by the Advisor in order to provide the Issuer with a well-founded yet concise basis for its decisions

8 OUTLINE OF THE TRANSACTION The following outline of the transaction is qualified in its entirety by reference to the detailed information appearing elsewhere in this Prospectus. 1. Parties Issuer Lead Manager Co-Manager Co-Arrangers FORCE Limited Partnership, Whiteley Chambers, Don Street, St Helier, Jersey, JE4 9WG DEUTSCHE BANK AG, LONDON BRANCH, Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom IKB DEUTSCHE INDUSTRIEBANK AG, Wilhelm-Bötzkes- Straße 1, Düsseldorf, Germany DEUTSCHE BANK AG, LONDON BRANCH, Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom and IKB DEUTSCHE INDUSTRIEBANK AG, Wilhelm-Bötzkes- Straße 1, Düsseldorf, Germany Trustee Cash Administrator Account Bank Corporate Administrator Principal Paying Agent DEUTSCHE TRUSTEE COMPANY LIMITED, Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom DEUTSCHE BANK AG, LONDON BRANCH, Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom DEUTSCHE BANK AG, FRANKFURT BRANCH, Große Gallusstraße 10-14, D Frankfurt am Main, Germany OGIER SPV SERVICES LIMITED, Whiteley Chambers, Don Street, St Helier, Jersey, JE4 9WG DEUTSCHE BANK AG, LONDON BRANCH, Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom Irish Paying Agent Deutsche International Corporate Services (Ireland) Limited, 5 Harbourmaster Place, IFSC, Dublin 1, Ireland Investment And Portfolio Administration Board MR JAMES FAIRRIE MR MARK FILER MR PATRICK O'ROURKE MR WOLFGANG GÜTH The composition of the Investment And Portfolio Administration Board (the "Board") may change from time to time pursuant to - 8 -

9 and in accordance with the Investment And Portfolio Administration Board Agreement entered into between Mr James Fairrie, Mr Mark Filer, Mr Patrick O'Rourke, Mr Wolfgang Güth (each a "Member") and the Issuer dated on or about September 21, 2005 (the "Board Agreement"). The Board shall at all times during the term of the Board Agreement comprise of four Members which shall all be non- German residents who do not conduct any business activities in Germany and have standard qualifications expected on the market from a person carrying out the duties similar to the duties of the Members under this Agreement. It shall always be ensured that two Members are (i) not employed by and (ii) independent from Deutsche Bank AG and IKB Deutsche Industriebank AG. Advisor EQUINOTES MANAGEMENT GMBH, Uerdinger Straße 90, Düsseldorf, Germany Swap Counterparty DEUTSCHE BANK AG, LONDON BRANCH, Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom 2. Notes Issue Issue Price EUR 236,000,000 Class A Notes EUR 17,800,000 Class B Notes EUR 20,400,000 Class C Notes EUR 18,500,000 Class D Notes EUR 31,100,000 Class E2 Notes Class A: 100% per cent. Class B: 100% per cent. Class C: 100% per cent. Class D: 100% per cent. Class E2: % per cent. Issue Date December 15, 2005 Denomination The Notes will be issued in denominations of EUR 100,000. Status The Class A 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 Class B 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 Class C 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)

10 The Class D 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 Class E2 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 (with the exception of the Trustee Collateral) and constitute limited recourse obligations of the Issuer. Trustee Collateral Form and Clearing Pursuant to the Trust Agreement, the Issuer will grant a security interest with respect to all claims under the Profit Participation Agreements and the Transaction Agreements to the Trustee for the benefit of the Noteholders and other certain secured creditors of the Issuer under the Transaction Agreements. See "TRUST AGREEMENT". The Notes will initially be represented by temporary global notes which will be exchangeable for permanent global notes (together, the "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 Deutsche Bank AG, London Branch. Subscription Use of Proceeds The Lead Manager will 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 proceeds from the issue of the Notes and the Promissory Note (see below) will amount to at least EUR 371,410,260. The proceeds from the issue of the Notes and the Promissory Note will be used on the Issue Date to re-pay a EUR 400,000,000 senior bridge loan facility dated September 30, 2005, as amended from time to time, granted to it by a special purpose entity, administered by Deutsche Bank Aktiengesellschaft, London Branch, 1 Great Winchester Street, London EC2N 2DB, United Kingdom ("DB"), and IKB Deutsche Industriebank Aktiengesellschaft, Wilhelm-Bötzkes- Straße 1, Düsseldorf, Germany ("IKB"), and a EUR 100,000,000 junior bridge loan facility dated September 30, 2005, as amended from time to time, granted to it by DB and IKB for the purpose of financing payments made by the Issuer (i) to certain small and medium-sized companies located in, and organised under the laws of, Germany under certain Profit Participation Agreements to the respective Portfolio Companies and (ii) to DB as purchase price under the Profit Participation Purchase Agreement for the acquisition of certain Profit Participation Agreements by way of assumption of contract

11 (Vertragsübernahme). Interest Class A: EURIBOR+ 0.31% p.a. Class B: EURIBOR+ 0.55% p.a. Class C: EURIBOR+ 0.80% p.a. Class D: EURIBOR+ 1.80% p.a. Class E2: EURIBOR+ 2.20% p.a. Interest will be payable quarterly in arrear on each Payment Date. Payment Dates Determination Dates Each 3rd of February, May, August and November of each year (or if any such day is not a Business Day, the next succeeding day which is a Business Day). The fourth Business Day prior to each Payment Date. The Cash Administrator will determine the amounts to be paid on a Payment Date on the immediately preceding Determination Date. Final Maturity Unless previously redeemed, each Note will be redeemed in full at its Note Principal Amount on the Payment Date falling in February, See "TERMS AND CONDITIONS OF THE NOTES Final Maturity". Scheduled Redemption Date Payment Date falling in February, See "TERMS AND CONDITIONS OF THE NOTES Priority of Principal Payments". Early Partial Redemption Priority of Payments See "TERMS AND CONDITIONS OF THE NOTES Early Partial Redemption". Amounts available to the Issuer will be distributed on each Payment Date towards the discharge of the claims of the Noteholders and the other creditors of the Issuer in accordance with and subject to the Priority of Payments. The Available Amounts shall be applied on each Payment Date towards discharging the claims of the Noteholders and the other creditors of the Issuer in accordance with the following order of priority: first, on the First Payment Date and on each Payment Date, to pay, first, pari passu with each other on a pro rata basis, any Maintenance Expenses, second, pari passu with each other on a pro rata basis, any Trustee Expenses, and third, pari passu with each other on a pro rata basis, any Administrative Expenses, provided that the total amount paid under this paragraph on any Payment Date shall not exceed the Expenses Cap (subject to Clause 4.3 of the Trust Agreement); second, on the First Payment Date, the Bridge Expenses; third, on each Payment Date, to pay, pari passu with each other on a pro rata basis, any interest amounts, commitment fees and any Senior Indemnities payable under the Liquidity Facility to the

12 Liquidity Facility Provider; fourth, on each Payment Date, to pay, pari passu with each other on a pro rata basis, any principal amounts payable under the Liquidity Facility on such date to the Liquidity Facility Provider; fifth, on each Payment Date, to pay, pari passu with each other on a pro rata basis, any Servicing Fees; sixth, on each Payment Date, to pay any Swap Net Amount payable to the Swap Counterparty under the Swap Agreement; seventh, on each Payment Date, to pay, pro rata, Class A Notes Interest with respect to such Payment Date; eighth, on each Payment Date, to pay, pro rata, Class B Notes Interest with respect to such Payment Date; ninth, on each Payment Date, to pay, pro rata, Class C Notes Interest with respect to such Payment Date; tenth, on each Payment Date, to pay, pro rata, Class D Notes Interest with respect to such Payment Date; eleventh, on any Payment Date on which the Principal Deficiency Ledger shows a debit balance, to pay, pro rata, to the holders of the Class A Notes as early redemption on the Class A Notes an 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 Notes; twelfth, on any Payment Date on which the Principal Deficiency Ledger shows a debit balance, to pay, pro rata, to the holders of the Class B Notes as early redemption on the Class B Notes an 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 B Notes; thirteenth, on any Payment Date on which the Principal Deficiency Ledger shows a debit balance, to pay, pro rata, to the holders of the Class C Notes as early redemption on the Class C Notes an 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 C Notes; fourteenth, on any Payment Date on which the Principal Deficiency Ledger shows a debit balance, to pay, pro rata, to the holders of the Class D Notes as early redemption on the Class D Notes an 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 D Notes; fifteenth, on each Payment Date, to pay, on a pari passu basis, principal amount under the Class A Notes until all Class A Notes have been fully redeemed, provided that prior to the Scheduled

13 Redemption Date total amounts paid under paragraphs fifteenth through eighteenth and twenty-fourth shall not exceed the aggregate amount of Principal Prepayments received by the Issuer on and prior to such Payment Date; sixteenth, on each Payment Date, to pay, on a pari passu basis, principal amount under the Class B Notes until all Class B Notes have been fully redeemed, provided that prior to the Scheduled Redemption Date total amounts paid under paragraphs fifteenth through eighteenth and twenty-fourth shall not exceed the aggregate amount of Principal Prepayments received by the Issuer on and prior to such Payment Date; seventeenth, on each Payment Date, to pay, on a pari passu basis, principal amount under the Class C Notes until all Class C Notes have been fully redeemed, provided that prior to the Scheduled Redemption Date total amounts paid under paragraphs fifteenth through eighteenth and twenty-fourth shall not exceed the aggregate amount of Principal Prepayments received by the Issuer on and prior to such Payment Date; eighteenth, on each Payment Date, to pay, on a pari passu basis, principal amount under the Class D Notes until all Class D Notes have been fully redeemed, provided that prior to the Scheduled Redemption Date total amounts paid under paragraphs fifteenth through eighteenth and twenty-fourth shall not exceed the aggregate amount of Principal Prepayments received by the Issuer on and prior to such Payment Date; nineteenth, on each Payment Date, to pay any amounts payable to the Swap Counterparty under the Swap Agreement (other than Swap Net Amount); twentieth, on each Payment Date, to pay, pari passu with each other on a pro rata basis, any Junior Indemnities payable under the Liquidity Facility to the Liquidity Facility Provider; twenty-first, on the First Payment Date and on each Payment Date, to pay, pari passu with each other on a pro rata basis, all Expenses of the Issuer exceeding the Expenses Cap in the order of payments set forth under paragraph first; twenty-second, on the First Payment Date and on each Payment Date prior to the final redemption of all Class E Notes, to allocate to the Expenses Reserve Ledger the funds necessary to provide or maintain, together with the funds standing to the credit of the Expenses Reserve Ledger, the respective Expenses Reserve Required Amount, but not more than EUR 25,000 per Payment Date; twenty-third, on any Payment Date on which the Principal Deficiency Ledger shows a debit balance, to pay, pro rata, to the Creditor of the Class E1 Note and to the holders of the Class E2 Notes as early redemption on the Class E1 Note and the Class E2 Notes an amount equal to the lesser of the amount necessary to

14 reduce the Principal Deficiency Ledger to zero and the sum of (i) the Promissory Note Principal Amount of the Class E1 Note and (ii) the aggregate Note Principal Amount of the Class E2 Notes; twenty-fourth, on each Payment Date, to pay, pari passu with each other on a pro rata basis, principal amount under the Class E1 Note and the Class E2 Notes until all Class E Notes have been fully redeemed, provided that prior to the Scheduled Redemption Date total amounts paid under paragraphs fifteenth through eighteenth and this paragraph shall not exceed the aggregate amount of Principal Prepayments received by the Issuer on and prior to such Payment Date; twenty-fifth, on each Payment Date, to pay, pari passu with each other on a pro rata basis, Class E1 Note Interest to the Creditor of the Class E1 Note and Class E2 Notes Interest to the holders of the Class E2 Notes with respect to such Payment Date; twenty-sixth, on each Payment Date, to pay, pari passu with each other on a pro rata basis, in respect of all Class E Notes, the E1 Junior Coupon to the Creditor of the Class E1 Note and the aggregate E2 Junior Coupon to the holders of the Class E2 Notes with respect to such Payment Date; and twenty-seventh, on each Payment Date, to pay out any remainder amount to the General Partner and the Limited Partner if and to the extent the General Partner or the Limited Partner, as relevant, is entitled to withdraw such remainder amount as profit participation pursuant to, and in accordance with, the Partnership Agreement. Events of Default Any of the following events will constitute an Event of Default which will 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: (a) the Issuer or its assets become subject to bankruptcy, examinership, insolvency, moratorium or similar proceedings, which affect or prejudice the performance of obligations under the Notes, or there is a refusal to institute such proceedings for lack of assets; (b) the Issuer fails to make any payment of any principal due and payable in respect of any Note and such default continues for a period of 15 Business Days; or (c) the Trustee Collateral is or becomes invalid in whole or in part. See "TERMS AND CONDITIONS OF THE NOTES Default Event". Limited Recourse Financial Statements The terms and conditions of the Notes will contain customary limited recourse provisions. Noteholders are entitled to request electronic copies of the Issuer's

15 financial statements. See "GENERAL INFORMATION". Taxation and Gross-up Payments in respect of the Notes shall only be made after deduction and withholding of current or future taxes, levies or governmental charges, regardless of their nature, which are imposed, levied or collected (collectively, "taxes") under any applicable system of law or in any country which claims fiscal jurisdiction by, or for the account of, any political subdivision thereof or government agency therein authorised to levy taxes, to the extent that such deduction or withholding is required by law. The Issuer shall account for the deducted or withheld taxes with the competent government agencies. Neither the Issuer nor any other party is obliged to pay any amounts as compensation for deduction or withholding of taxes in respect of payments on the Notes. Governing Law Tax Consequences The Notes will be governed by the laws of the Federal Republic of Germany. For a discussion of the material Jersey and German tax consequences of purchasing, owning and disposing of the Notes, see "TAXATION". 3. Promissory Note On the Issue Date, the Issuer will issue a Class E1 Floating Rate Promissory Note due 2017 (the "Class E1 Note" and together with the Class E2 Notes, the "Class E Notes") in an initial principal amount of EUR 46,700,000 signed by the Issuer as obligor and Deutsche Bank AG, London Branch as creditor. The Class E1 Note is a certificate of indebtedness (Schuldschein) which constitutes an abstract undertaking of indebtedness (abstraktes Schuldversprechen) of the Issuer pursuant to Section 780 of the German Civil Code (Bürgerliches Gesetzbuch) to pay to the creditor thereof, subject to and in accordance with the Promissory Note Conditions, the principal amount and interest accrued thereon specified therein. The Class E1 Note is not traded or admitted for trading on any regulated or equivalent market. The Class E1 Note constitutes unsecured and unsubordinated obligations of the Issuer ranking pari passu among themselves and pari passu with all other unsecured and unsubordinated obligations of the Issuer, subject to the Priority of Payments set forth in the Terms and Conditions of the Notes. See "THE PROMISSORY NOTE". 4. Rating It is expected that on the Issue Date the Class A Notes will be assigned ratings of "Aaa" by Moody's Investors Service, Inc. ("Moody's"), "AAA" by Fitch Ratings Ltd. ("Fitch") and "AAA" by Standard & Poor's Ratings Services, a division of The McGraw- Hill Companies, Inc. ("S&P"), the Class B Notes will be assigned ratings of at least "Aa1" by Moody's, "AA" by Fitch and "AA" by

16 S&P, the Class C Notes will be assigned ratings of at least "Aa3" by Moody's, "A" by Fitch and "A" by S&P and the Class D Notes will be assigned ratings of at least "A2" by Moody's, "BBB" by Fitch and "BBB" by S&P. The Class E Notes will not be rated. 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. 5. Listing 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 (other than Class E Notes) to be admitted to the Official List and trading on its regulated market. 6. Underlying Portfolio Companies Profit Participation Agreements Type A Profit Participation Agreement The Portfolio Companies consist of 57 small and medium-sized companies located in Germany and incorporated under German law. See "PORTFOLIO COMPANIES" below. Each of the Portfolio Companies has entered with the Issuer or the Seller, as the case may be, into a Profit Participation Agreement, pursuant to which the Issuer or the Seller, as the case may be, has made available funds to the respective Portfolio Company in an amount equal to the nominal amount as set out therein (each a "Portfolio Company Advance"). The aggregate principal amount of all Portfolio Company Advances under the Profit Participation Agreements is EUR 370,500,000. Each Profit Participation Agreement shall be either a Type A Profit Participation Agreement, Type B Profit Participation Agreement or Type A* Profit Participation Agreement. Neither the Issuer, nor IKB or Deutsche Bank Aktiengesellschaft, London Branch, nor any other person has assumed any liability for the funds provided to the Portfolio Companies under the Type A Profit Participation Agreements or Type B Profit Participation Agreements constituting equity of the Portfolio Companies. Interest Payments. Under the Type A Profit Participation Agreement, the Portfolio Company is obliged to pay to the Issuer interest at a rate per annum on the principal amount of the Portfolio Company Advance. The Issuer's claim for interest payment in relation to any financial year arises only if and to the extent an annual surplus has been reported for such financial year or, if higher, a balance sheet profit has been reported in the audited financial statements of the Portfolio Company for such financial year, or an annual surplus or a balance sheet profit could be reported as a result of releasing equity components which are not protected under applicable provisions of law against distributions (free reserves) or tax-free reserves. The Portfolio Company has to make quarterly advance payments in respect of the interest payments. The Issuer's claim for a quarterly advance payment does

17 not arise if and to the extent the Portfolio Company can fulfil such obligation only from tied-up equity capital, as verified by the auditor of the Portfolio Company, whereas tied-up equity capital consists of those parts of the equity capital of the Portfolio Company which by law are especially protected against distributions to the shareholders, in particular the share capital, legal reserves and amounts blocked from distributions. If and to the extent such claim for a quarterly advance payment does not arise, it shall arise on any following quarterly payment date if and to the extent the above mentioned conditions are fulfilled. If and to the extent such claim has arisen it shall be deferred if and to the extent the cash-flow ratio of such Portfolio Company as of such date would not reach certain minimum amount, but not longer than one year as of the first date of deferral. Advance payments made in relation to a financial year shall be netted with the claim of the Issuer for interest payment arisen in relation to the same financial year. If due to the netting the Portfolio Company would have to make a payment to the Issuer, such payment shall be deferred if the Portfolio Company is illiquid or if and to the extent it would become illiquid after such payment has been made but not longer than until the following accounting date. If a quarterly advance payment does not become due on a payment date or a due advance payment has not been made by the Portfolio Company for any reason, the applicable rate of interest shall be increased. Loss Participation. The repayment amount of the Portfolio Company Advance will be reduced if and to the extent it would be covered only by tied-up equity capital, and if the Portfolio Company has entered into other financial instruments providing for loss participation on a pro rata basis with such other instruments. Such reduction will not cause the reduction of the principal amount of the Portfolio Company Advance and, therefore, the interest amounts calculated in relation to such principal amount. Any future annual surplus or, if higher, balance sheet profits shall be used in preference to increase the repayment amount and if the Portfolio Company has entered into other financial instruments providing for loss participation on a pro rata basis with such other instruments. Repayment at Maturity. The repayment amount will be due on the date falling approximately seven years from the payment of the Portfolio Company Advance to the Portfolio Company. The Issuer's claim for repayment does not arise if and to the extent such payment can only be made from the tied-up equity capital, as confirmed by the auditor of the Portfolio Company. If on the date on which the repayment amount is determined all payment claims of the Issuer are not fulfilled or the repayment amount is lower than the initial principal amount of the Portfolio Company Advance, the maturity of the profit participation right will be extended until all payment claims of the Issuer have been fulfilled but not beyond the 29 th anniversary of the granting of the Portfolio Company Advance. Termination. Either party to the Profit Participation Agreement may terminate the agreement for good cause. Good cause for the

18 Issuer includes, inter alia, liquidation or insolvency of the Portfolio Company, non-payment of due payments by the Portfolio Company, breach of certain obligations of the Portfolio Company including in relation to presentation of annual financial statements, change of control in relation to the Portfolio Company (provided certain additional conditions are met), breach of representations or warranties of the Portfolio Company and entering into further agreements which provide for profit-based remuneration. A significant change in the financial situation of the Portfolio Company alone does not allow the Issuer to terminate the agreement. The Portfolio Company may terminate the Profit Participation Agreement for serious cause if the Issuer makes use of its right to offer to the Portfolio Company the conversion of the profit participation right into an alternative financing instrument upon the competent tax office having confirmed that the interest payable on the principal amount of the profit participation right cannot be deducted as operating expenses. The Portfolio Company may not terminate the Profit Participation Agreement if the profit participation right does not fulfil the criteria of own capital pursuant to the accounting principles or the Portfolio Company would have to make additional payments due to taxes. Ranking of Claims. The claims of the Issuer are subordinated to the claims of other creditors of the Portfolio Company which do not fulfil the criteria for own capital pursuant to the account principles of German Commercial Code and rank pari passu with all claims which fulfil such criteria. The claims of the Issuer are senior to the claims of the shareholders of the Portfolio Company for distribution of the liquidation proceeds or the surplus of a final distribution within insolvency proceedings (Section 199 German Insolvency Code). The Issuer is not entitled to claim payment from the liquidation proceeds after full satisfaction of all of its claims under the Profit Participation Agreement. Gross-up. If pursuant to the applicable law the Portfolio Company has to deduct any taxes from its payments to the Issuer, it shall pay to the Issuer additional amounts in order to fully gross-up such deductions, other than any deductions due to withholding tax (Kapitalertragsteuer) and solidarity tax (Solidaritätszuschlag). If the competent financial authority has refused to provide tax credit or to refund withholding tax and solidarity tax, the Portfolio Company shall pay to the Issuer, upon demand, additional amounts in order to fully gross-up any deductions due to withholding tax and solidarity tax. Transfer of Claims. The Issuer is entitled to transfer its claims under the Profit Participation Agreement to any third party if the amount of repayment is not paid on the maturity of the profit participation right or the repayment amount of the profit participation right is lower than the initial principal amount. Governing Law. The Profit Participation Agreement is governed by the laws of Germany. Type B Profit Participation Interest Payments. Under the Type B Profit Participation

19 Agreement Agreement, the Portfolio Company is obliged to pay to the Issuer interest on the principal amount of the Portfolio Company Advance. The interest shall be calculated on the basis of a fixed rate for the first seven years and thereafter on the basis of a floating rate. The Portfolio Company has the right but no obligation to make the interest payments on each optional quarterly payment date. The Portfolio Company is obliged to make interest payments on the business date immediately following the decision of the shareholders meeting of the Portfolio Company deciding to make distributions, or the business date immediately following (aa) a payment by the Portfolio Company in respect of shares or another instrument which fulfils the criteria for characterisation as equity capital pursuant to the account principles of IFRS or (bb) a repurchase or another nongratuitious acquisition of shares or other IFRA equity capital instrument or (cc) a capital reduction or a redemption of shares in order to repay the capital to the shareholders on the business day following the dissolution (Auflösung) of the Portfolio Company or the business day immediately following the opening of the insolvency proceedings. Any claim of the Issuer for interest payment shall be deferred if the Portfolio Company is illiquid or would be illiquid if the payment of interest would be made, as confirmed by the auditor of the Portfolio Company but not longer than one year after the first deferral. If the Portfolio Company does not make any voluntary interest payments, the interest rate for the relevant interest period shall be increased. Repayment. Other than in case of insolvency or liquidation or if the Portfolio Company exercises its redemption right, the Portfolio Company shall not be obliged to repay the principal amount of the profit participation right. The Portfolio Company has the right to repay the principal amount of the profit participation right in full on any optional payment date after the end of the period of fixed interest payments. The Portfolio Company may declare the principal amount of the profit participation right to be due and payable during the period of fixed interest rate up to the 60 th calendar day preceding the end of the period of fixed interest payments. Termination. None of the parties has the right to terminate the Profit Participation Agreement. Ranking of Claims. Claims of the Issuer are subordinated to present and future claims of all creditors of the Portfolio Company. In case of an insolvency or liquidation of the Portfolio Company, the claims of the Issuer shall be satisfied at the same time as the claims for the return of contributions by the shareholders (Section 199 of the German Insolvency Code) or claims of the shareholders to being paid out the liquidation surplus. Within the these claims, the claims of the Issuer rank senior. Gross-up. If pursuant to the applicable law the Portfolio Company