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iation, in its individual capacity and not as Trustee, or any successor thereto. "Bankruptcy Code": The United States Bankruptcy Code, Title I I of the United States Code, as amended. "Bankruptcy Law": The U.S. Bankruptcy Code, as amended from time to time, and Part V of the Companies Law (2004 Revision) of the
Qualified Purchaser and is purchasing such Note in accordance with Rule 144A or (ii) to a non-U.S. Person in an offshore transaction in reliance on Regulation S. No Income Note may be offered, sold or delivered at any time except (i) to a Qualified Institutional Buyer or Accredited Investor (provided that in
led payments or prepayments, and unscheduled sinking fund payments made at the option of the issuer thereof "U.S. Person": The meaning specified in Regulation S. "Weighted Average Fixed Rate Coupon": On any date of determination, with respect to any Collateral Obligations that bear interest at a fixed rate o
ified Purchasers or "knowledgeable employees" as defined in Rule 3c-5 under the Investment Company Act ("Knowledgeable Employees") and (ii) outside the United States to non-U.S. Persons in offshore transactions in reliance on Regulation S. Transfer of the Securities Transfers of interests in the Securities will
f the Investment Company Act ("Qualified Purchasers") and (ii) outside the United States to non-U.S. Persons in offshore transactions in reliance on Regulation S. The Income Notes am being offered (i) in the United States only to Qualified Institutional Buyers or Accredited Investors that in either case are a
ified Purchasers or "knowledgeable employees" as defined in Rule 3c-5 under the Investment Company Act ("Knowledgeable Employees") and (ii) outside the United States to non-U.S. Persons in offshore transactions in reliance on Regulation S. Transfer of the Securities Transfers of interests in the Securities will
f the Investment Company Act ("Qualified Purchasers") and (ii) outside the United States to non-U.S. Persons in offshore transactions in reliance on Regulation S. The Income Notes am being offered (i) in the United States only to Qualified Institutional Buyers or Accredited Investors that in either case are a
VCs are not stock in the Issuer. However, no assurances can be given in this regard, and it is possible that a U.S. Holder of SVCs may be treated as a United States Shareholder. If the SVCs were treated as stock in the Issuer and the Issuer were treated as a CFC, a U.S. Holder of SVCs that is treated as a Unite
w. • 'offering memorandum' means this Private Placement Offering Memorandum. • 'offshore transaction" has the meaning set forth in Rule 902(h) of Regulation S. summarized as follows: An offshore transaction is one in which: the offer is not made to a person in the U.S.; and either: (a) at the time the bu
Entities connected to both United States and Regulation S.

John F. Kennedy
PERSON
United Kingdom
LOCATION
Eric Holder
PERSON
Norway
LOCATIONCayman
LOCATION
the Cayman Islands
LOCATION
Bermuda
LOCATION
Moody's
ORGANIZATIONNational Association
ORGANIZATIONRegistrar
ORGANIZATIONRating Agency
ORGANIZATIONCitigroup Global Markets Inc.
ORGANIZATIONthe Initial Purchaser
ORGANIZATIONStandani & Poor's
ORGANIZATIONThe Co-Issuers
ORGANIZATIONthe Holders of the Income Notes
ORGANIZATIONLoan Pricing Corporation
ORGANIZATIONExcess Interest
ORGANIZATIONthe Channel Islands
LOCATION