Posillipo Finance Ii S.R.L

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POSILLIPO FINANCE II S.R.L. (incorporated with limited liability under the laws of the Republic of Italy) Series 2007-1 Euro 870,000,000 Class A1 Asset-Backed Floating Rate Notes due 2035 guaranteed by Issue Price: 100% Series 2007-1 Euro 870,000,000 Class A2 Asset-Backed Floating Rate Notes due 2035 guaranteed by Issue Price: 100% Application has been made to the Commission de Surveillance du Secteur Financier for the approval of this Prospectus pursuant to Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 (the “Prospectus Directive”) as transposed in Luxembourg on 10 July 2005 and application has been made to the Luxembourg Stock Exchange for the listing on the official list of the Luxembourg Stock Exchange and admission to trading on the Regulated Market of the Luxembourg Stock Exchange of the Series 2007-1 Euro 870,000,000 Class A1 Asset-Backed Floating Rate Notes due 2035 (the “Class A1 Notes”) and the Series 2007-1 Euro 870,000,000 Class A2 Asset-Backed Floating Rate Notes due 2035 (the “Class A2 Notes” and, together with the Class A1 Notes, the “Notes”) issued by Posillipo Finance II S.r.l., a limited liability company incorporated under the laws of the Republic of Italy (the “Issuer”). The holders of each such Class of Notes shall be referred to as the “Class A1 Noteholders” and the “Class A2 Noteholders” respectively and together collectively as the “Noteholders” and the terms and conditions of the Notes shall be referred to as the “Conditions” (and any referen ce herein to a numbered Condition is to the correspondingly numbered provision thereof). The Notes will be issued on 25 July 2007 (the “Issue Date”). This document is issued pursuant to Article 2, paragraph 3 of Italian law No. 130 of 30 April 1999, as amended from time to time (Disposizioni sulla cartolarizzazione dei crediti) (the “Securitisation Law”) and constitutes a prospetto informativo for the Notes in accordance with such law. The principal source of payment of interest and of repayment of principal on the Notes will be payments to be made by the Region of Campania (the “Region”) to the Issuer pursuant to the Delegations (as defined in the Recitals to the Conditions) and any amounts collected or recovered in respect of the Receivables from the Health Authorities starting from the Issue Date (each such term as defined in the Recitals to the Conditions). The Notes will constitute direct, secured and limited recourse obligations solely of the Issuer and will rank pari passu without any preference or priority among themselves for all purposes, other than for the rights of the Notes to the extent provided by the relevant Financial Guarantee. The Notes will not be obligations or responsibilities of, or guaranteed by, the Region, although the Issuer’s ability to make payments due in respect of the Notes will depend on the Region making the payments required to be made by it under the Delegations. The Class A1 Notes will be issued with the benefit of an unconditional and irrevocable financial guarantee (the “Ambac Financial Guarantee”) provided by Ambac Assurance UK Limited acting through its Milan branch (“Ambac”). The Class A2 Notes will be issued with the benefit of an unconditional and irrevocable financial guarantee (the “FSA Financial Guarantee” and together with the Ambac Financial Guarantee, the “Financial Guarantees”) provided by Financial Security Assurance (U.K.) Limited (“FSA”, and together with Ambac, the “Monolines”) in respect of scheduled payments of principal and interest thereon. The proceeds available to the Issuer from the issue of the Notes will be applied by the Issuer to pay to the Bridge Loan Lenders the principal amount outstanding due under the Bridge Loan Agreement (each such term as defined in the Recitals to the Conditions and in Condition 1 (Definitions)). Interest on the Notes will accrue on a daily basis starting from and including the Issue Date and will be payable semi-annually in arrear on the 30th day of May and November of each year or, if any such day is not a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in Milan, Paris, London, New York and Luxembourg and on which the Trans-European Automated Real-time Gross Settlement Express Transfer System (or any successor thereto) is open for business (a “Business Day”), on the next succeeding Business Day (each a “Payment Date”). The first payment in respect of the Notes will be due on the Payment Date falling on 30 November 2007 (the “First Payment Date”) in respect of the period from (and including) the Issue Date to (but excluding) such date (the “Initial Interest Period”). “Interest Period” means each period starting from (and including) a Payment Date and ending on (but excluding) the next following Payment Date. The Notes will bear interest at an annual rate equal to the rate for six months Euro deposits (except in respect of the Initial Interest Period where the interpolation of the rate for four and five months Euro deposits shall be used) determined in accordance with Condition 6 (Interest), increased by a margin of 20 basis points per annum. Unless previously redeemed or cancelled, the Issuer shall redeem the Notes at their Principal Amount Outstanding (as defined in Condition 7.4 (Note Principal Payment and Principal Amount Outstanding)) on the Payment Date falling in November 2035 (the “Final Maturity Date”), provided that there are sufficient Issuer Available Funds (as defined in Condition 1 (Definitions)). If the Notes cannot be redeemed in full on the Final Maturity Date as a result of the Issuer having insufficient Issuer Available Funds, then any amount unpaid shall remain outstanding and the Conditions shall continue to apply in full in respect of the Notes until the earlier of (i) the date on which the Notes are redeemed in full and (ii) the last Business Day of November 2040 or, if any legal proceedings have been commenced against the Region in relation to the Delegations or the Receivables before such date, the date on which the Representative of the Noteholders (which, for such purpose, shall rely on an opinion issued by an accountant and a legal expert) has certified to the Issuer and the Monolines that all the Collections and Recoveries due in respect of the Delegations and the Receivables have been received and recovered and that all judicial and enforcement procedures in respect of the Delegations and the Receivables have been exhausted (i.e. the relevant enforcement proceeding ended and the funds recovered have been paid to the claimant), at which date any amounts remaining outstanding in respect of the Notes shall be deemed to be released by the Noteholders and the Notes shall be cancelled (the “Cancellation Date”). Subject to the availability of Issuer Available Funds that may be applied for such purpose in accordance with the applicable Order of Priority (as defined in Condition 5 (Orders of Priority)), the Notes will be subject to mandatory redemption: (a) prior to the service of a Trigger Notice, on the Payment Date falling in May 2009 (the “18 Months Payment Date”) and on each Payment Date thereafter, by payment of the Scheduled Amortisation Amount (as defined in Condition 7.2 (b) and (c) (Mandatory Redemption)) then due in accordance with the Pre-Acceleration Order of Priority (as defined in Condition 5 (Orders of Priority)); (b) following the service of a Trigger Notice, by payment starting from (and including) the later of the 18 Months Payment Date and the day on which the Trigger Notice is given of their Principal Amount Outstanding together with accrued but unpaid interest thereon, in accordance with the Post-Acceleration Order of Priority (as defined in Condition 5 (Orders of Priority)); and (c) in the circumstances described in Condition 7.3 (Redemption for Taxation Reasons), by payment on the immediately following Payment Date of an amount equal to their Principal Amount Outstanding together with accrued but unpaid interest thereon, in accordance with the Pre-Acceleration Order of Priority. All payments in respect of the Notes will be made free and clear of any withholding or deduction for or on account of Italian taxes, unless such a withholding or deduction is required to be made by Italian Legislative Decree No. 239 of 1 April 1996, as subsequently amended and supplemented (the “Decree 239” and any such deduction thereof, a “Decree 239 Withholding”) or any other law. If any withholding or deduction for or on account of tax has occurred in respect of any payment under the Notes, neither the Issuer nor any other person shall have any obligation to pay any additional amounts to any Noteholder. By operation of the Securitisation Law, the Issuer's rights, title and interest in and to the Receivables and related rights and to any sums collected and/or recovered therefrom will be segregated from all other assets of the Issuer, and any cash flow deriving therefrom (to the extent it is identifiable) will be available, both prior to and following a winding up of the Issuer, to satisfy the obligations of the Issuer to the Noteholders, the Other Issuer Creditors and any other creditors of the Issuer in respect of the securitisation of the Receivables (the “Securitisation”). In addition, further security will be created by the Issuer in favour of the Noteholders and the Other Issuer Creditors pursuant to the Security Documents (as defined in the Recital to the Conditions). The Notes are issued in bearer and dematerialised form and held on behalf of the Noteholders, from the Issue Date until redemption or cancellation thereof, by Monte Titoli S.p.A.
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