EFTA01376276

TABLE OF CONTENTS SUMMARY OF TERMS RISK FACTORS 7 ISSUER AND CO-ISSUER 23 USE OF PROCEEDS 24 SECURITY FOR THE NOTES 25 INVESTMENT MANAGER 33 DESCRIPTION OF CERTAIN TERMS OF THE SECURITIES 39 HEDGE AGREEMENTS 48 INVESTMENT MANAGEMENT AGREEMENT 48 TRUSTEE. FISCAL AGENT AND INDENTURE REGISTRAR 52 PLAN OF DISTRIBUTION 52 THE INDENTURE AND THE FISCAL AGENCY AGREEMENT 55 TRANSFER AND EXCHANGE 65 CERTAIN INCOME TAX CONSIDERATIONS 75 ERISA CONSIDERATIONS 84 LISTING AND GENERAL INFORMATION 86 LEGAL MATTERS 87 GLOSSARY OF CERTAIN DEFINED TERMS 88 INDEX OF DEFINED TERMS 125 A glossary of certain defined terms and an index of defined terms, indicating the location of the definition of each defined term, appears at the end of this offering memorandum (the "Offering Memorandum"). Capitalized terms used herein and not defined shall have the meanings assigned in the Indenture. In this Offering Memorandum. references to "Dollars." "U.S. Dollars." "U.S.S" and "S" (unless otherwise indicated) are to the legal currency of the United States of America and references to "Euro." "EUR" and -f" are to the lawful currency of the member slates of the European Union that have adopted the single currency in accordance with the Treaty on European Union signed in Maastricht on February 7. 1992 and as amended by the Treaty of Amsterdam (signed in Amsterdam on October 2, 1997). Thc language of the Offering Memorandum is English. Any foreign language text that is included with or within this document has been included for convenience purposes only and does not form part of the Offering Memorandum. No wcbsitcs mentioned herein are incorporated into or form a part of the Offering Memorandum. CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0072266 CONFIDENTIAL SDNY GM_00218450 EFTA01376276