ELM BV - Terms and Conditions

RNS Number:2375R
ELM BV
31 March 2008

ELM B.V. (the "Issuer")

Prins Bernhardplein 200,

1097 JB Amsterdam,

The Netherlands

ANNOUNCEMENT

For immediate release

Series 104

EUR 45,000,000 Financials Basket T.Y.G.E.R. Series 2 Leveraged Notes due 2017
(the "Notes")

(ISIN: XS0294240808)

31 March 2008

The Issuer wishes to announce that pursuant to a Supplemental Constituting
Instrument dated 31 March 2008 the Terms of the Notes have been amended so as to
be in the form set out in the Schedule hereto

Capitalised terms used in this notice but not defined herein shall have the
meanings given to them with respect to each Series in the related Series
Documents.

For further information, please contact:

Arthur Cox Listing Services Limited

Earlsfort Centre

Earlsfort Terrace

Dublin 2

Ireland

Attn: Kate Boyle

Telephone No: +353 1 618 1108

Schedule

TERMS AND CONDITIONS

Terms of Series 104 EUR 45,000,000 Financials Basket T.Y.G.E.R. Series 2
Leveraged Notes due 2017

The Notes designated as above (the "Notes") shall have the following "Terms"
which shall complete, modify and amend the Master Conditions set out in the
Programme Memorandum dated 10 August 2006, which shall apply to the Notes as so
completed, modified and amended. References to "Conditions" or "Condition"
shall, unless otherwise provided, mean references to the Terms and Conditions of
the Notes. Unless the context otherwise requires, expressions used herein and
not otherwise defined in the Trust Deed shall have the meanings respectively
ascribed to them by the provisions of the 2006 ISDA Definitions, as published by
the International Swaps and Derivatives Association, Inc.

1. (i) Issuer: ELM B.V.
(ii) Arranger: UBS Limited
2. (i) Series Number: 104
(ii) Tranche Number: Not applicable
3. Aggregate Nominal Amount:
(i) Series: Initially, EUR 45,000,000 and with effect as of 24 August
2007 (the "Restructuring Date"), EUR 90,000,000, and with
effect as of 7 March 2008 (the "Second Restructuring Date
"), EUR 135,000,000 subject to reduction from time to time
following a partial early redemption in accordance with
Special Condition (E). EUR 90,000,000 of the Aggregate
Nominal Amount is referred to herein as the "Additional
Nominal Amount".
(ii) Tranche: Not applicable
4. (i) Issue Price: 100 per cent. of the Aggregate Nominal Amount
(ii) Net Proceeds: On the Issue Date, EUR 45,000,000
5. Authorised Denominations: EUR 50,000 and integral multiples of EUR 1,000 thereafter
6. (i) Issue Date: 12 April 2007
(ii) Interest Commencement Date: Issue Date
7. Maturity Date: 22 March 2017
8. Interest Basis: Floating Rate as provided in item 16 below
9. Redemption/Payment Basis: Redemption at par on the Maturity Date, subject as provided
in item 20 below
10. Change of Interest or Redemption/ Not applicable
Payment Basis:
11. Put/Call Options: Not applicable
12. Status of the Notes:
(i) Status of the Notes: Secured and limited recourse obligations of the Issuer
secured as set out under Security below and subject to the
priority set out under Priority below.
(ii) Priority: Swap Counterparty Priority unless there occurs an Event of
Default under the Charged Agreement with respect to which
the Swap Counterparty is the Defaulting Party or a
Termination Event under the Charged Agreement pursuant to
Section 5(b)(iii) (Taxation Event Upon Merger) with respect
to which the Swap Counterparty is the Affected Party
following the occurrence of a Tax Event Upon Merger with
respect to the Swap Counterparty, in each of which cases
Noteholder Priority will apply.
13. Listing: Application will be made to the Irish Financial Services
Regulatory Authority, as competent authority under the
Prospectus Directive, for the Series Memorandum to be
approved. Application will be made to the Irish Stock
Exchange for the Notes to be admitted to the Official List
and traded on its regulated market. However, as at the
Issue Date of the Notes, no assurance can be given that
such application will be granted thereafter. In order to
obtain a listing on the Irish Stock Exchange, the Issuer
and the Arranger are hereby authorised to arrange such
amendments as may be necessary (in the opinion of the
Arranger) to the Constituting Instrument and any other
documents relating to the Notes in connection therewith.
14. Method of distribution: Non-syndicated
15. Fixed Rate Note Provisions: Not applicable
16. Floating Rate Note Provisions: Applicable
(i) Interest Payment Dates: 22 March, 22 June, 22 September and 22 December in each
year, including the Maturity Date, commencing on 22 June
2007, subject to adjustment in accordance with the Business
Day Convention.
(ii) Manner in which the Interest Rate is to ISDA Determination in accordance with the provisions
be determined: specified below and subject as provided in the sub-section
headed "Special provision relating to second Interest
Period" in item 16(x) below.
(a) Floating Rate EUR-EURIBOR-Reuters
Option:
(b) Designated Three months other than in respect of any Interest Period
Maturity: longer than or shorter than three months, in which case
Linear Interpolation shall apply.
(c) Reset Dates: Issue Date and each Interest Payment Date thereafter
(iii) Calculation Agent responsible for UBS Limited
calculating the amount of the Interest Rate,
Interest Amount or responsible for any other
purpose:
(iv) If Screen Rate Not applicable
Determination:
(v) Spread: With effect from and including the Interest Commencement
Date to but excluding the first Interest Payment Date plus
0.75 per cent. per annum.

With effect from and including the first Interest Payment
Date to but excluding the second Interest Payment Date, the
rates determined in accordance with the sub-section headed
"Special provision relating to second Interest Period" in
item 16(x) below.

With effect from and including the second Interest Payment
Date to but excluding the first anniversary of the
Restructuring Date, and subject as provided in the next
following paragraph, 0.3167 per cent. per annum and,
thereafter, plus 0.25 per cent. per annum.

With effect as of a Level 1 Partial Early Redemption, plus
0.475 per cent. per annum prior to the first anniversary of
the Restructuring Date and, thereafter, plus 0.375 per
cent. per annum. With effect as of a Level 2 Partial Early
Redemption, plus 0.75 per cent. per annum.
(vi) Spread Multiplier: Not applicable
(vii) Minimum Interest Rate: Not applicable
(viii) Maximum Interest Rate Not applicable
(ix) Day Count Fraction: Actual/360
(x) Other terms relating to the method of With respect to an Interest Payment Date prior to the
calculating interest for Floating Rate Notes: occurrence of a Strategy Cash-In (as defined in Special
Condition (A)(10)), the Interest Amount in respect of each
Note shall be the lesser of (i) the amount determined in
accordance with Condition 6 (in aggregate, the "Scheduled
Coupon Amount") and the foregoing provisions and (ii) the
Cash Deposit Value (as defined in Special Condition (A)
(10)) divided by the number of Notes then outstanding.

Save as provided below under "Special provision relating to
second Interest Period", in the event that the Spread is
increased or decreased during an Interest Period, the
Interest Amount in respect of that Interest Period shall be
determined by the Calculation Agent on the basis of the
daily weighted average of the Spreads effective during such
Interest Period and, in the event that the Aggregate
Nominal Amount is increased or decreased during an Interest
Period, the Interest Amount in respect of that Interest
Period shall be determined by the Calculation Agent on the
basis of the daily weighted average of the Aggregate
Nominal Amount effective during such Interest Period.
Special provision relating to second Interest Period

Notwithstanding anything in this item 16 to the contrary,
the aggregate Interest Amount in respect of the second
Interest Period shall be calculated as the sum of (a) the
product of (i) EURIBOR (being set at 4.155%) plus a Spread
of 0.75% (ii) EUR 45,000,000 and (iii) the Day Count
Fraction in respect of the whole of the second Interest
Period; and (b) the product of (i) EURIBOR (being set at
4.437%) plus a Spread of 0.20% (ii) EUR 45,000,000 and
(iii) the Day Count Fraction in respect of the part of the
second Interest Period from and including the Restructuring
Date to but excluding the second Interest Payment Date,
subject as provided in the next following paragraph.
With effect as of a Level 1 Partial Early Redemption prior
to the second Interest Payment Date the amount in part (b)
(ii) of the immediately preceding paragraph shall be EUR
22,500,000 and with effect as of a Level 2 Partial Early
Redemption prior to the second Interest Payment Date the
amount in part (b)(ii) of the immediately preceding
paragraph shall be zero and the amount to be calculated in
respect of such part (b) shall be determined on the basis
of the daily weighted average of the amounts determined for
part (b)(ii) in respect of each day during the second
Interest Period.
17. Zero Coupon Note Provisions: Not applicable
18. Index-Linked Interest Note Not applicable
Provisions:
19. Dual Currency Note Provisions: Not applicable
20. Scheduled Redemption Amount: Condition 7(e)(1)(i) applies unless, prior to the
occurrence of a Strategy Cash-In (as defined in Special
Condition (A)(10)), the Cash Deposit Value is less than the
aggregate outstanding principal amount of the Notes, in
which case the Scheduled Redemption Amount in respect of
each Note shall be equal to the Cash Deposit Value divided
by the number of outstanding Notes.
21. Early Redemption Amount payable Condition 7(e)(2) applies, subject as provided in Special
on mandatory redemption, redemption for taxation Condition (B).
reasons or on event of default and/or the method
of calculating the same (if required or if In relation to mandatory redemption pursuant to Condition 7
different from that set out in the Conditions): (b), Condition 7(b)(1) shall be amended by the deletion of
the words ", or become capable of being declared due and
repayable (with respect to the rated Notes, unless the
Trustee determines that they have not become so payable),".
22. Form of Notes:
(i) Bearer Notes: Temporary Global Note exchangeable for a Permanent Global
Note which is exchangeable for Definitive Notes at any time
in the limited circumstances specified in the Permanent
Global Note (See also item 40 below).
(ii) Registered Notes: Not applicable
(iii) TEFRA: The Notes are TEFRA D Notes.
23. Additional Financial Centre(s) or Not applicable
other special provisions relating to Payment
Dates:
24. Talons for future Coupons or Not applicable
Receipts to be attached to Definitive Notes (and
dates on which such Talons mature):
25. Details relating to Partly Paid Not applicable
Notes:
26. Details relating to Instalment Not applicable
Notes:
27. Redenomination applicable: Not applicable
28. Security:
(i) Charged Assets: The Collateral Securities held in the Collateral Account
from time to time and any cash held in the Collateral
Account.
(ii) Collateral Securities: Initially EUR 45,000,000 Floating Rate Notes due 22 March
2017 (ISIN: XS0295764590) of GE Capital European Funding
and, thereafter, any securities delivered to the Issuer by
the Swap Counterparty subject to and in accordance with the
Charged Agreement.
(iii) Collateral Account: A segregated securities account and a segregated cash
account both opened on behalf of the Issuer with the
Custodian.
(iv) Custodian: UBS AG, London Branch
(v) Charging Instrument: Not applicable
(vi) Depositary Account: Each account of the Custodian in which the securities
comprising the Charged Assets are held from time to time.
(vii) Charged Agreement: A swap agreement incorporating the International Swaps and
Derivatives Association, Inc. form of Master Agreement
(Multicurrency - Cross Border) and made between the Swap
Counterparty and the Issuer and dated 12 April 2007,
together with (a) a Confirmation in respect of a swap
transaction (the "Swap Transaction") between the same
parties as of the same date (and as amended and restated as
of the Restructuring Date) and (b) an ISDA credit support
annex (Bilateral Form-Transfer) (English law) (the "Credit
Support Annex") dated as of the same date and entered into
solely with respect to the Swap Transaction.
(viii) Swap Counterparty: UBS Limited
(ix) Additional security provisions: The Mortgaged Property shall also include all Eligible
Credit Support (as defined in the Credit Support Annex)
which may be transferred pursuant to the Credit Support
Annex by the Swap Counterparty to the Issuer. Any such
Eligible Credit Support shall be held by the Custodian on
behalf of the Issuer.
29. Securities Lending Agreement: Not applicable
30. Rating: It is a condition to the issuance of the Notes that they
are assigned a rating on the Issue Date of Aaa by Moody's
Investors Service Limited ("Moody's"). A rating is not a
recommendation to buy, sell or hold securities and may be
subject to suspension, reduction or withdrawal at any time
by Moody's. A suspension, reduction or withdrawal of the
rating assigned to the Notes may adversely affect the
market price of the Notes.
31. (i) If syndicated, names Not applicable
of Managers:
(ii) Stabilising Manager (if any): Not applicable
32. Additional selling restrictions: Neither the Issuer nor any Noteholder will take any action
that would permit a public offering of the Notes in any
jurisdiction and will not offer, sell or deliver any Notes
or distribute any offering material relating to the Notes
in or from any jurisdiction except in circumstances which
will be in compliance with any applicable laws and
regulations (including, without limitation, the EU
Prospectus Directive and any amendments thereto, or
equivalent legislation replacing such Directive) and which
will not impose any liabilities, obligations or legal or
regulatory sanctions of any kind on UBS AG, UBS Limited or
any of their affiliates, or the Issuer.

The Notes can only be advertised, proposed for sale and/or
sold by the Issuer and/or the Arranger to a person in
Andorra who is enjoying the administrative authorisation to
undertake correspondent financial activities in Andorra, in
accordance with the law known as "Llei de les facultats
operatives del sistema financer del 19 de desembre del 1996
".
33. ISIN Code: XS0294240808

34. Common Code: 29424080
35. Alternative Clearing System: Not applicable
36. Delivery: Delivery against payment
37. Principal Paying Agent: UBS AG, London Branch
38. Sub-Custody: Not applicable
39. Calculation Agent: UBS Limited
40. Exchange of Permanent Global Provided that certification of non-U.S. beneficial
Note: ownership has been received by Euroclear or Clearstream,
Luxembourg or, if permitted by Euroclear or Clearstream,
Luxembourg, certification of beneficial ownership by a U.S.
Person who purchased such securities after the 40-Day
Restriction period commencing on the day after the later of
the date of the offering of the Notes and the original
issue date of the Notes in a transaction that did not
require registration under the Securities Act has been
received, the Permanent Global Note will be exchangeable,
in whole but not in part, for definitive Bearer Notes if:
(i) Euroclear or Clearstream, Luxembourg or other
clearing system in which the Permanent Global Note is for
the time being deposited is closed for business for a
continuous period of 14 days (other than by reason of
holidays statutory or otherwise) or announces an intention
permanently to cease business or to make its book-entry
system available for settlement of beneficial interests in
such Permanent Global Note or does in fact do either of
such things and no alternative clearing system,
satisfactory to the Trustee and the Principal Paying Agent
(after consultation with the Issuer) is available, or
(ii) the Notes become due and payable in accordance
with Condition 9 and payment is not made on due
presentation of the Permanent Global Note for payment.
41. Additional Business Day: Not applicable
42. Business Days: Each day on which commercial banks are open for business
(including dealings in foreign exchange and foreign
currency deposits) in London and each day on which the
Trans-European Automated Real-Time Gross settlement Express
Transfer ("TARGET") system settles payments. Each Business
Day shall be a Relevant Business Day for the purpose of
Condition 6(b).
43. Business Day Convention: Following
44. Relevant Financial Centre: Not applicable

45. Special Conditions:

(A) The Reference Portfolio

(1) Reference Portfolio Composition:

The reference portfolio will be deemed to consist of several notional credit
default swaps with a notional counterparty (the "Counterparty") under which the
Issuer shall be deemed to sell credit protection to the Counterparty (each a
"Credit Default Swap" and together with any additional Credit Default Swaps
deemed to be entered into pursuant to these Special Conditions, the "Reference
Portfolio") comprising equally weighted Credit Default Swaps in respect of
Eligible Reference Entities in a notional amount equal to the Target Reference
Portfolio Amount, subject to (i) the Reference Portfolio Amount not exceeding
the Maximum Reference Portfolio Amount and (ii) the Portfolio Rules.

Notwithstanding that the Calculation Agent shall on behalf of the Issuer
establish a record of the Credit Default Swaps, for the avoidance of doubt, such
Credit Default Swaps do not represent actual swaps entered into by the Issuer
and the Issuer will not enter into actual Credit Default Swaps with third
parties in respect of the Notes. The Calculation Agent will record details of
the Credit Default Swaps comprising each Credit Default Swap and the Reference
Portfolio and all payments made thereunder in the ledger referred to in Special
Condition (A)(9) below.

(2) Portfolio Rules:

The requirements of the Reference Portfolio ("Portfolio Rules") shall be that
upon any change to the Reference Portfolio:

(A) save during the Ramp Up Period or during any period in which
any increase or decrease is being effected in respect of the Reference Portfolio
pursuant to Special Condition (A)(4) below there shall be no less than 25 and no
more than 50 Eligible Reference Entities comprised in the Reference Portfolio,
provided that, in the event that as the result of a Succession Event (as defined
in the 2003 ISDA Credit Derivatives Definitions) or the equivalent of such event
under the relevant market standard terms at the relevant time a Reference Entity
is replaced by two or more Reference Entities (which may include the original
Reference Entity), then, for the purpose of determining the number of Reference
Entities in connection with this Portfolio Rule (A), all such replacement
Reference Entities shall be deemed to be a single Reference Entity;

(B) each Credit Default Swap will be equally weighted (other than
during the Ramp Up Period);

(C) each Credit Default Swap will have a maturity date of 20 March
2017;

(D) each Eligible Reference Entity referenced in a Credit Default
Swap shall have a rating no less than the Minimum Rating; and

(E) each Credit Default Swap shall be deemed to be documented on
market standard terms as of the date of its notional entry, as determined by the
Calculation Agent in its sole discretion, provided that each Credit Default Swap
shall be deemed:

(1) to be traded at the price determined by the Calculation Agent;

(2) to have a notional amount denominated in EUR;

(3) to incorporate, with respect to the relevant Reference Entity, the
elections in relation to Credit Events, Obligations and Deliverable Obligations
as set out in the Annex below, provided that if the Calculation Agent reasonably
determines that such elections are inconsistent with the then current market
standard terms used for single name credit default swaps then, subject to
Moody's confirming that the then current rating of the Notes would not be
adversely affected or withdrawn, the Calculation Agent may update such elections
accordingly; and

(4) to have a notional amount rounded downwards to the nearest multiple
of EUR 100,000.

(3) Target Reference Portfolio Amount:

On each Business Day the Calculation Agent shall determine the target reference
portfolio amount (the "Target Reference Portfolio Amount"), which shall be the
Reference Portfolio Amount required such that:

(A) Portfolio Income PV; multiplied by

(B) 0.75; equals

(C) the Shortfall,

provided, however, that, if a Strategy Cash-In or Strategy Unwind Event has
occurred the Target Reference Portfolio Amount shall be nil.

(4) Increases and Decreases to the Reference Portfolio

If the Calculation Agent determines on any Business Day that

,

then no later than five Business Days following such determination (i) one or
more additional Credit Default Swaps will be deemed to be notionally entered
into or (ii) one or more Credit Default Swaps will be selected by the
Calculation Agent to be notionally terminated, such that the Reference Portfolio
Amount will, upon completion of the notional addition of such Credit Default
Swaps or notional termination of such Credit Default Swaps, as the case may be,
be an amount determined by the Calculation Agent to be equal to the Target
Reference Portfolio Amount, subject to the Reference Portfolio Amount being no
greater than the Maximum Reference Portfolio Amount (a "Target Rebalancing");
provided, however, that:

(A) no Target Rebalancing shall occur during the period ending 20
Business Days following a previous Target Rebalancing;

(B) any Realised Gains or Realised Losses associated with any
terminations shall be credited or debited to or from the Cash Deposit as
provided herein;

(C) the Portfolio Rules shall be complied with upon completion of
such Target Rebalancing (provided that in the first five Business Days following
such determination compliance with Portfolio Rule (A) shall not be required);
and

(D) during the Ramp Up Period, the requirement to reach the Target
Reference Portfolio Amount shall not apply and the Calculation Agent shall
select in its sole discretion such additional Credit Default Swaps for
inclusion.

For the avoidance of doubt, Credit Default Swaps comprising the initial
Reference Portfolio may be notionally entered into during the Ramp Up Period.

(5) Breach of Minimum Rating

If on any Business Day the Reference Entity referenced in a Credit Default Swap
has a rating which is less than the Minimum Rating (such Reference Entity being
an "Ineligible Reference Entity") then by no later than the 20th Business Day
after the occurrence of any downgrade:

(A) the Calculation Agent will terminate the Credit Default Swap
referencing the Ineligible Reference Entity;

(B) the Calculation Agent will select the Potential Replacement
Reference Entity or Entities from the universe of Liquid Eligible Reference
Entities with the then highest rating(s). If there is more than one such
Potential Replacement Reference Entity then the Calculation Agent shall select
the Replacement Reference Entity whose then current mid market spread as
determined by the Calculation Agent using the Determination Methodology is
closest to the average spread of all Credit Default Swaps then comprising the
Reference Portfolio (the "Replacement Reference Entity"); and

(C) an additional Credit Default Swap will be entered into in
relation to the Replacement Reference Entity for a notional amount equal to that
terminated in relation to the Ineligible Reference Entity.

In the event that the Calculation Agent is unable to identify any Potential
Replacement Reference Entities then the notional amount of all existing Credit
Default Swaps will be increased pro rata to equal the notional amount of the
Credit Default Swap terminated in relation to the Ineligible Reference Entity.

(6) Reference Portfolio Unwind at Maturity

Two Business Days prior to the Maturity Date, the Issuer shall reduce the
Reference Portfolio Amount to zero by selecting in its sole discretion Credit
Default Swaps for termination having regard to prevailing market conditions,
such that no later than the Business Day prior to the Maturity Date, (i) all
Credit Default Swaps then comprising the Reference Portfolio will be deemed to
be terminated and (ii) all Realised Gains (if any) and all Realised Losses (if
any) resulting from the notional termination of the Credit Default Swaps shall
be determined by the Calculation Agent in accordance with the Determination
Methodology and any such Realised Gains and/or Realised Losses shall, as
applicable, be credited to or debited from the Cash Deposit as provided herein.
On the reduction of the Reference Portfolio Amount to zero pursuant to this
Special Condition (A)(6) no further Credit Default Swaps shall be deemed to be
entered into for the remaining tenure of the Notes and the provisions of Special
Conditions (A)(2), (3), (4) and (5) shall no longer apply.

(7) Strategy Cash-In

Upon the occurrence of a Strategy Cash-In, (i) the Reference Portfolio Amount
shall be reduced to nil, (ii) all Credit Default Swaps then comprising the
Reference Portfolio will be deemed to be notionally terminated as of the
occurrence of such event, (iii) the Cash Deposit Value shall be reduced to nil,
(iv) on each Interest Payment Date from, and including, the day of a Strategy
Cash-In to, and including, the Maturity Date, interest shall be paid in respect
of the Notes in an amount equal to the Scheduled Coupon Amount, and (v) on the
Maturity Date, the Notes shall be redeemed at their Scheduled Redemption Amount.
On the reduction of the Reference Portfolio Amount to zero pursuant to this
Special Condition (A)(7) no further notional Credit Default Swaps shall be
deemed to be entered for the remaining tenure of the Notes and the provisions of
Special Conditions (A)(2), (3), (4), (5) and (6) shall no longer apply.

(8) Market Disruption Event; Cash Deposit Value Disruption Event

The Issuer shall notionally enter into the Credit Default Swaps comprising the
initial Reference Portfolio and notionally enter into any additional Credit
Default Swaps or notionally terminate Credit Default Swaps comprising the
Reference Portfolio in accordance with the terms and conditions of the Notes.
However, if at any time that Credit Default Swaps are required to be notionally
entered into or terminated pursuant to the terms and conditions of the Notes in
respect of each Credit Default Swap, the Calculation Agent determines that there
are, at such time, prevailing market conditions (including the liquidity of the
relevant market) such that at least 50% (by notional amount) of Credit Default
Swaps which are required to be notionally entered into or terminated cannot be
transacted on commercially reasonable terms (whether as to price or otherwise)
or it would not otherwise be economically viable or it would be impossible or
undesirable for any other reason outside the control of the Issuer to notionally
enter into or terminate Credit Default Swaps (a "Market Disruption Event") and
provides evidence from a public source which reasonably demonstrates or
otherwise certifies, that the circumstances giving rise to the relevant Market
Disruption Event are then in existence, then the Issuer shall not be required to
do so until such time as the Calculation Agent determines in its sole discretion
acting in good faith the then current unfavourable prevailing market conditions
cease to exist and the Calculation Agent shall determine the adjustment, if any,
to any term or condition of the Notes, the Credit Default Swap, and/or the
Reference Portfolio which it determines in its sole and absolute discretion
appropriate as a result thereof. The Issuer shall notify Noteholders of any
adjustment made pursuant to this Condition in accordance with Condition 14.

If the Calculation Agent determines that it is unable to determine the Cash
Deposit Value on any ten consecutive Business Days (a "Cash Deposit Value
Disruption Event"), then the Notes will be redeemed early and the Cash Deposit
Value Disruption Event shall be deemed to be an Additional Mandatory Redemption
Event for the purpose of Condition 7(b)(3).

(9) Establishment of Cash Deposit

A ledger (the "Cash Deposit") will be established and maintained by the
Calculation Agent on behalf of the Issuer, to which notional amounts equal to
the amounts set forth in (A) below shall from time to time be notionally
credited and from which notional amounts equal to the notional amounts set forth
in (B) below shall from time to time be notionally debited. The credit balance
of the notional Cash Deposit on the Issue Date shall be an amount equal to (i)
the Aggregate Nominal Amount less (ii) the Arrangement Fee. The credit balance
of the notional Cash Deposit on the Restructuring Date shall be increased by EUR
45,000,000. The credit balance of the notional Cash Deposit on the Second
Restructuring Date shall be increased by EUR 45,000,000.

On each day thereafter, the notional Cash Deposit shall be equal to the notional
Cash Deposit on the preceding day plus the value of all Credits to the notional
Cash Deposit, less all Debits to the notional Cash Deposit as determined by the
Calculation Agent in its sole discretion on such day. Credits and Debits to the
notional Cash Deposit on any day shall be as follows:

(A) Credits to the notional Cash Deposit:

(1) all Fixed Rate Payer Payments notionally due from the Counterparty
in respect of the Credit Default Swaps on such day;

(2) all Realised Gains on such day; and

(3) if such day is a Cash Deposit Credit Day, the Cash Deposit Credit
on such day,

(each a "Credit").

(B) Debits from the notional Cash Deposit:

(1) Interest Amount (if any) paid on such day;

(2) the Strategy Fee (if any) paid on such day;

(3) the Administration Fee (if any) paid on such day;

(4) all Deliverable Obligation Settlement Amounts in respect of the
Credit Default Swaps determined on such day, assuming for such purposes thereof
that the Counterparty were to elect to satisfy the conditions to settlement as
soon as reasonably practicable;

(5) all Realised Losses on such day;

(6) the Administration Expenses Reserve and Strategy Fee Reserve (each,
if greater than zero), upon the occurrence of a Strategy Unwind Event;

(7) all costs (including mark-to-market losses) arising from
establishing the initial Reference Portfolio; and

(8) any amount paid on such day to redeem the Notes pursuant to a Level
1 Partial Early Redemption or a Level 2 Partial Early Redemption;

(each a "Debit").

(10) Definitions

Terms used but not defined herein shall bear the meaning ascribed to them in the
relevant Credit Default Swap. In addition, the following terms shall have the
following meanings:

"Administration Expenses Reserve" means, on any day, an amount equal to the
present value of the Administration Fees due from such date until the Maturity
Date, as determined by the Calculation Agent by discounting the relevant
payments using discount factors derived from zero coupon rates determined by
reference to the Discount Curve.

"Administration Fee" means, in respect of each day beginning on, and including
the Issue Date, and ending on, and including, the Maturity Date, (i) 0.10 per
cent. or, with effect as of a Level 1 Partial Early Redemption 0.15 per cent.
or, with effect as of a Level 2 Partial Early Redemption 0.30 per cent.
multiplied by (ii) the Aggregate Nominal Amount multiplied by (iii) 1 divided by
360, accrued daily and payable on each Interest Payment Date.

"Arrangement Fee" means (i) 0.50 per cent multiplied by (ii) the Aggregate
Nominal Amount, payable in arrear.

"Cash Deposit Credit" means, on any Cash Deposit Credit Day, an amount payable
in arrears, equal to:

(A) the product of:

(1) the Cash Deposit (if any) on the first day of the relevant Cash
Deposit Credit Period, after all adjustments on such day; multiplied by

(2) the Cash Deposit Spread plus 3-month EURIBOR fixing as of the first
day of the relevant Cash Deposit Credit Period, save that in the case of the
first and last Cash Deposit Credit Periods, linear interpolation of the
applicable rates shall apply; multiplied by

(3) the number of days in the relevant Cash Deposit Credit Period,
divided by 360;

Plus

(B) for every increase in the Cash Deposit during the relevant Cash
Deposit Credit Period, an amount equal to such increase compounded daily at
EONIA throughout the Cash Deposit Credit Period;

Less

(C) for every decrease in the Cash Deposit during the relevant Cash
Deposit Credit Period, an amount equal to such decrease; compounded daily at
EONIA throughout the Cash Deposit Credit Period.

"Cash Deposit Credit Day" means each 20 March, 20 June, 20 September and 20
December beginning on, and including 20 June 2007, and ending on, and including,
the Maturity Date.

"Cash Deposit Credit Period" means, in the case of the first Cash Deposit Credit
Period, the period beginning on, and including, the Issue date and ending on,
but excluding, the first Cash Deposit Credit Day, and in the case of all
subsequent Cash Deposit Credit Periods, the period beginning on, and including,
a Cash Deposit Credit Day and ending on, but excluding, the next subsequent Cash
Deposit Credit Day.

"Cash Deposit Spread" means:

(A) with respect to the period from and including the Restructuring Date
to but excluding the first anniversary of the Restructuring Date, 0.0667 per
cent. per annum or, with effect as of a Level 1 Partial Early Redemption, 0.10
per cent. per annum or, with effect as of a Level 2 Partial Redemption, zero;
and

(B) with respect to any other period, zero;

provided that if the Cash Deposit Spread is not either 0.10 per cent. per annum
or 0.667 per cent. per annum (as the case may be) during each day of a Cash
Deposit Credit Period then the Calculation Agent shall determine the daily
weighted average Cash Deposit Spread which shall apply in respect of such a Cash
Deposit Credit Period.

"Cash Deposit Value" means, on any day, subject to a minimum of zero, the
balance of the Cash Deposit on such day plus any Cash Deposit Credit accrued but
unpaid on such day, as determined by the Calculation Agent, after all relevant
Debits and Credits to such ledger on such day save in respect of the Strategy
Fee and Administration Fee in respect of which a daily accrued amount thereof
shall, for the purposes of this definition only, be deemed to be debited on a
daily basis, as adjusted to take into account any costs or gains to the Issuer
in notionally terminating the Cash Deposit on such day.

"Dealer Poll Methodology" means, in respect of a Credit Default Swap, the
methodology used by the Calculation Agent to determine the mark-to-market value
of such Credit Default Swap or, in relation to the termination of a Credit
Default Swap, any costs, gains or losses in relation to such Credit Default Swap
as follows:

The Calculation Agent shall determine the Market Quotation with respect to the
relevant Credit Default Swap, where "Market Quotation" shall have the same
meaning as that set out in the Agreement incorporated by reference into the
Master Swap Terms and, for such purpose:

(A) the Calculation Agent shall be deemed to be the party making
the determination;

(B) the relevant Credit Default Swap shall be deemed to be a
Terminated Transaction;

(C) the date on which the Calculation Agent shall have terminated
the relevant Credit Default Swap shall be deemed to be the relevant Early
Termination Date;

(D) the Calculation Agent may be one of the Reference
Market-makers;

(E) the last sentence of the definition of "Market Quotation" shall
not apply, and, if exactly two quotations are provided the Market Quotation
shall be the higher of such quotations. If fewer than two quotations are
provided, the Calculation Agent shall determine the relevant Market Quotation in
its sole discretion acting in a commercially reasonable manner (which may, for
the avoidance of doubt, be zero).

"Deliverable Obligation Settlement Amount" means, in respect of a Credit Default
Swap, (i) the relevant Floating Rate Payer Calculation Amount, less (ii) the
aggregate value of the notional Deliverable Obligations. Following the
occurrence of a Credit Event the value of notional Deliverable Obligations
received by a seller of credit protection in respect of the Credit Default Swap
shall be determined by the Calculation Agent using the cash settlement
provisions of Article VII of the 2003 ISDA Credit Derivative Definitions. For
the purposes thereof:

(A) each Deliverable Obligation shall be a Reference Obligation;

(B) Valuation Method shall be Highest;

(C) Single Valuation Date shall apply and such number of days shall
be selected by the Calculation Agent, subject to a minimum of 20 Business Days;

(D) Quotation Amount shall be the outstanding principal balance or
Due and Payable Amount of the Deliverable Obligation and shall be not less than
EUR 1,000,000 or more than EUR 25,000,000; and

(E) Quotation Method shall be Bid,

provided, however, that if an industry protocol exists to which UBS Limited or
UBS AG is a party, and that protocol specifies a market price at which credit
default swaps are to be settled with respect to a Reference Entity, then that
price shall prevail over the settlement provisions of Article VII of the 2003
Credit Derivative Definitions.

"Determination Methodology" means either the Dealer Poll Methodology or the
Markit Methodology as selected by the Calculation Agent in its sole discretion.

"Discount Curve" means the EUR swap curve as determined by the Calculation
Agent.

"Eligible Reference Entity" means a Reference Entity which has, on the date a
Credit Default Swap referencing such Reference Entity is entered into in
relation thereto, (i) the Minimum Rating (ii) is a bank, insurance company,
government financial agency or financial institution and (iii) is incorporated
or organised in a country which has a Sovereign Foreign Currency Bank Deposit
Rating (as classified by Moody's) equal to or higher than Aaa by Moody's.

"EONIA" has the same meaning as EUR-EONIA-OIS-Compound (as defined in the 2006
ISDA Definitions) except that references therein to Calculation Period shall be
deemed to mean the Cash Deposit Credit Period.

"3-month EURIBOR" means, on any day, the rate for deposits in Euros for a period
of 3 months which appears on Page EURIBOR01 of the Reuters Screen (as defined in
the 2006 ISDA Definitions) as of 11:00 a.m., Brussels time on such date.

"Fixed Rate Payer Payments" means any amounts which would be payable by the
Counterparty to the Issuer in respect of any notional Credit Default Swap
forming part of the Reference Portfolio, as determined by the Calculation Agent
and which shall be deemed to be quarterly.

"Floating Rate Payer Calculation Amount" has the meaning given in the relevant
notional Credit Default Swap.

"Liquid Eligible Reference Entity" means an Eligible Reference Entity for which
the Calculation Agent determines that either (i) two firm quotes from Reference
Market-makers (as that term is defined in the Agreement incorporated by
reference into the Master Swap Terms) (which may include a quote from the
Calculation Agent) are readily obtainable for the notional amount of the Credit
Default Swap which is to reference such Eligible Reference Entity or (ii)
quotations which reference such Eligible Reference Entity appear on the Markit
Website.

"Level 1 Partial Early Redemption" has the meaning given to it in Special
Condition (E).

"Level 2 Partial Early Redemption" has the meaning given to it in Special
Condition (E).

"Markit Methodology" means, in respect of a Credit Default Swap, the methodology
used by the Calculation Agent to determine the mark-to-market value of such
Credit Default Swap or, in relation to the termination of a Credit Default Swap,
any costs, gains or losses in relation to such Credit Default Swap whereupon the
Calculation Agent shall consult the Markit Group Limited website www.markit.com
("Markit Website") to obtain quotations of the spread of each Reference Entity
("Quotations") with a term equal to the term of the relevant Credit Default Swap
remaining from the date of determination to 20 March 2017 (the "Designated
Maturity").

If no Quotations can be so determined due to relevant Quotations for the
Designated Maturity not being published on the Markit Website, the Calculation
Agent shall determine the Quotations through the use of straight-line
interpolation by reference to two Quotations with a Designated Maturity:

(i) one of which shall be next shorter than the Designated Maturity; and

(ii) the other of which shall be next longer than the Designated
Maturity.

In the event that no such Quotation can be determined due to relevant bid and/or
offer spreads not being published on the Markit Website in respect of the
relevant Reference Entity or Markit Group Limited ceases to exist or the Markit
Website ceases to exist, the Calculation Agent shall attempt to find and retain
a suitable alternative provider of similar services. If no such alternative
provider can be found, then the Calculation Agent shall use the Dealer Poll
Methodology.

In the event that any Quotation is expressed as an upfront amount and not as a
running spread, the Calculation Agent shall convert such Quotation into a
running spread, acting in good faith and a commercially reasonable manner.

"Maximum Reference Portfolio Amount" means:

(A) during the period from and including the Issue Date to but excluding
the third anniversary of the Issue Date, the product of (i) 3.33 or, with effect
as of a Level 1 Partial Early Redemption, 5 or, with effect as of a Level 2
Partial Early Redemption, 10 multiplied by (ii) the Aggregate Nominal Amount;
and

(B) during the period from and including the third anniversary of the
Issue Date to but excluding the day which is two Business Days prior to the
Maturity Date, the product of (i) 5, or with effect as of a Level 1 Partial
Early Redemption, 7.5, or with effect as of a Level 2 Partial Early Redemption,
15 multiplied by (ii) the Aggregate Nominal Amount.

"Minimum Rating" means Baa1 assigned by Moody's.

"Net Transaction Value" means, at any time, the sum of (i) the Cash Deposit
Value and (ii) the Reference Portfolio Value.

"Portfolio Income PV" means, at any time, the present value of all Fixed Rate
Payer Payments in respect of the Credit Default Swaps in the Reference Portfolio
which would be payable on or before the Maturity Date, as determined by the
Calculation Agent by discounting the relevant payments using discount factors
derived from zero coupon rates determined by reference to the Discount Curve.

"Potential Replacement Reference Entity" means any Reference Entity having a
rating no less than A3 by Moody's at the time a Credit Default Swap is entered
into in relation thereto.

"Ramp Up Period" means the period from and including the Issue Date to but
excluding the 60th Business Day thereafter.

"Realised Gain" means any amount that would be payable to the Issuer in respect
of any Credit Default Swap as a result of termination of such Credit Default
Swap (i) following a reduction in the Reference Portfolio Amount pursuant to
Special Condition (A)(4) (ii) pursuant to Special Condition (A)(6) or following
the occurrence of a Strategy Unwind Event pursuant to Special Condition (B) or
(iii) in connection with the termination of a Credit Default Swap with respect
to an Ineligible Reference Entity pursuant to Special Condition (A)(5), in each
case as determined by the Calculation Agent as the cost of an equal, but
opposite, offsetting transaction to the Credit Default Swap in accordance with
the Dealer Poll Methodology.

"Realised Loss" means any amount that would be payable by the Issuer in respect
of any Credit Default Swap as a result of termination of such Credit Default
Swap (i) following a reduction in the Reference Portfolio Amount pursuant to
Special Condition (A)(4) (ii) pursuant to Special Condition (A)(6) or following
the occurrence of a Strategy Unwind Event pursuant to Special Condition (B) or
(iii) in connection with the termination of a Credit Default Swap with respect
to an Ineligible Reference Entity pursuant to Special Condition (A)(5), in each
case as determined by the Calculation Agent as the cost of an equal, but
opposite, offsetting transaction to the Credit Default Swap in accordance with
the Dealer Poll Methodology.

"Reference Portfolio Amount" means, on any day, an amount equal to the sum of
the notional amounts of all Credit Default Swaps in the Reference Portfolio on
such day.

"Reference Portfolio Value" means, at any time, the net mark-to-market value of
the Reference Portfolio to the Issuer, being the sum of the net mark-to-market
values of each Credit Default Swap in the Reference Portfolio (each such value,
the "Credit Default Swap Market Value") as determined at such time by the
Calculation Agent as the cost of an equal, but opposite, offsetting transaction
to the Credit Default Swap in accordance with the Determination Methodology or
on the basis of the Tradeable Value quoted by the Calculation Agent. The
Calculation Agent shall determine the Credit Default Swap Market Value on the
basis of the sum of the notional amounts of all Credit Default Swaps being much
larger than the Reference Portfolio Amount in respect of these Notes alone. Such
larger notional shall be the aggregate of the Reference Portfolio Amounts of all
Similar Transactions. The Credit Default Swap Market Value for these Notes may
therefore be affected by the purchase and sale of fungible Credit Default Swaps
in Similar Transactions, as determined by the Calculation Agent. Investors are
referred to "Liquidity and Valuation of the Reference Portfolio" in the section
of this Series Memorandum headed "Risk Factors" in this regard.

For the avoidance of doubt, the Reference Portfolio Value can be a positive or a
negative number, depending upon whether there are gains or losses in the
mark-to-market value of the Credit Default Swaps then comprising the Reference
Portfolio.

"Reserve" means, at the commencement of each Business Day, an amount equal to:

(A) the Cash Deposit Value prior to any adjustments thereto on
such day; plus

(B) the Reference Portfolio Value prior to any adjustments thereto
on such day; less

(C) the Administration Expenses Reserve on such day; less

(D) the Strategy Fee Reserve on such day.

"Shortfall" means:

(A) the Target Bond Price; plus

(B) the result of

(1) 5.00 per cent; multiplied by

(2) the Aggregate Nominal Amount; minus

(C) the Net Transaction Value.

"Similar Transactions" means EUR Notes issued or swaps entered into and linked
to the Financials Basket T.Y.G.E.R. strategy. Such transactions may be entered
into by the Issuer, or another issuer, or UBS AG or any of its affiliates.

"Strategy Cash-In" means any time at which the Calculation Agent determines that
the Net Transaction Value is equal to or greater than Target Bond Price. In
making such determination the Calculation Agent will take into account the costs
or gains to the Issuer in notionally terminating the Credit Default Swaps then
comprising the Reference Portfolio and the costs or gains of entering into any
hedging transactions in connection with such Strategy Cash-In.

"Strategy Fee" means, in respect of each day from and including the Issue Date
to and including the Maturity Date, an amount equal to:

(A) 0.01 per cent.; multiplied by

(B) the product of 5, or with effect as of a Level 1 Partial Early
Redemption, 7.5, or with effect as of a Level 2 Partial Early Redemption, 15
multiplied by the Aggregate Nominal Amount; multiplied by

(C) 1 divided by 360,

as calculated by the Calculation Agent as of the commencement of each day,
accrued daily and payable in arrear on each Interest Payment Date.

"Strategy Fee Reserve" means, on any day, an amount equal to the present value
of the Strategy Fees due from such date until the Maturity Date, as determined
by the Calculation Agent by discounting the relevant payments using discount
factors derived from zero coupon rates determined by reference to the Discount
Curve.

"Strategy Unwind Event" means the determination by the Calculation Agent in its
sole discretion that on any Business Day:

(A) the Reserve is less than or equal to 15 per cent. of the
Aggregate Nominal Amount; or

(B) there are less than 25 Eligible Reference Entities comprised in
the Reference Portfolio and the Calculation Agent has been unable to find a
Replacement Reference Entity.

"Target Bond Price" means, on any day, (i) the present value of the Scheduled
Redemption Amount and all Scheduled Coupon Amounts from such day until the
Maturity Date, determined by discounting the relevant payments using discount
factors derived from zero coupon rates determined by reference to the Discount
Curve, plus (ii) the sum of the Administration Expenses Reserve and the Strategy
Fee Reserve, as determined by the Calculation Agent.

"Tradeable Value" means a firm quotation provided by the Calculation Agent in
accordance with its regular internal business procedures and by reference to its
regular internal and external sources (which, for the avoidance of doubt, shall
not oblige the Swap Counterparty to obtain actual execution prices or source
indicative quotes from any third party).

"T.Y.G.E.R." means Total Yield Generated Enhanced Return.

(B) Mandatory Early Redemption

Upon the occurrence of a Strategy Unwind Event the Reference Portfolio Amount
shall be reduced to nil, in which case (i) all Credit Default Swaps then
comprising the Reference Portfolio will be deemed to be terminated as of the
occurrence of such event and (ii) all Realised Gains (if any) and all Realised
Losses (if any) resulting from the notional termination of the Credit Default
Swaps shall be determined by the Calculation Agent in accordance with the
Determination Methodology and any such Realised Gains and/or Realised Losses
shall, as applicable, be credited to or debited from the Cash Deposit as
provided herein, and the Issuer shall redeem the Notes at an amount in aggregate
equal to the Cash Deposit Value (subject to a minimum of zero).

(C) Ramp Up

On the Issue Date there will no Credit Default Swaps in existence and the
Reference Portfolio Notional Amount shall be zero. The Calculation Agent has
until the end of the Ramp Up Period to enter into Credit Default Swaps with an
aggregate amount equal to the Target Reference Portfolio Amount.

(D) Provision of Required Information

The Issuer will use reasonable endeavours to procure that the Required
Information is displayed on, or communicated to, Noteholders via a suitable
medium on each Business Day, provided that:

(i) the Required Information shall be required to be updated only once
in each calendar week; and

(ii) the Issuer will not be held to be in breach of this commitment if
the suitable medium is unavailable or fails to operate or if such information is
not displayed or communicated, as the case may be, due to reasons outside of the
control of the Issuer or if there is a Market Disruption Event (each as
determined by the Calculation Agent).

"Required Information" means:

(i) the Credit Default Swap Market Value (as defined in Special
Condition (A)(10)) of each Credit Default Swap comprised in the Reference
Portfolio;

(ii) the Reference Portfolio Value (as defined in Special Condition (A)
(10)); and

(iii) the name of each Reference Entity determined to be the
subject of a Credit Event.

(E) Partial Early Redemption

The Calculation Agent shall at or about 5.00 p.m. (London time) each Friday (or,
if such day is not a Business Day, the next day which is a Business Day)
determine the weighted average spread in respect of the Eligible Reference
Entities referenced by the Credit Default Swaps on the basis of spreads obtained
using the Markit Methodology (such spreads so determined, the "Portfolio
Weighted Average Spread").

If the Calculation Agent determines that the Portfolio Weighted Average Spread
is less than or equal to 55 basis points but higher than 45 basis points then it
shall notify the Noteholders and the Issuer of such determination. The
Noteholders may, within 10 days of such notice (such period, an "Election Period
"), by notice to the Issuer and the Calculation Agent elect that one half of the
Additional Nominal Amount of the Notes shall be redeemed for an amount equal to
their outstanding principal amount (such redemption, a "Level 1 Partial Early
Redemption").

If the Calculation Agent determines that the Portfolio Weighted Average Spread
is less than or equal to 45 basis points then it shall notify the Noteholders
and the Issuer of such determination. The Noteholders may, within 10 days of
such notice (such period, an "Election Period"), by notice to the Issuer and the
Calculation Agent elect that the remaining Additional Nominal Amount of the
Notes shall be redeemed for an amount equal to their outstanding principal
amount (such redemption, a "Level 2 Partial Early Redemption")

In respect of a Level 1 Partial Early Redemption or a Level 2 Partial Early
Redemption, the relevant date for redemption shall be the Business Day following
the end of the relevant Election Period.

(F) Termination following Breach of Selling Restrictions:

If applicable and the Notes are sold to any person in breach of any applicable
restrictions on sale of securities, the Issuer may, in its absolute discretion,
choose to redeem the Notes sold to that person at the Sale Restriction
Redemption Amount at any time upon notice to the Noteholders (the "Sale
Restriction Redemption Date") and no further amounts will be due to Noteholders
after payment of the Sale Restriction Redemption Amount. The "Sale Restriction
Redemption Amount" is the fair market value of the relevant Notes (including any
accrued interest) on the fifth Business Day before the Sale Restriction
Redemption Date, less any loss of bargain and cost of funding incurred by the
Issuer, including without limitation any amounts owed by the Issuer to the
Counterparty under the swap agreement, all as determined by the Calculation
Agent in its absolute discretion.

ANNEX

THE REFERENCE PORTFOLIO

This announcement has been issued through the Companies Announcement Service of

The Irish Stock Exchange.

This information is provided by RNS
The company news service from the London Stock Exchange
END

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