Sociedade Comercial Orey Antunes : Orey informa sobre termos e condições atualizados de obrigações – Versão Inglesa

TERMS AND CONDITIONS OF THE NOTES

The following are the Terms and Conditions of the Notes which will be applicable to each Note (as defined below).

Each Note is one of a series of Notes issued by Sociedade Comercial Orey Antunes, S.A. (the "Issuer") in accordance with the Terms and Conditions established below.

Any reference to holders of Notes or Noteholders shall mean the persons in whose name the Notes are registered in the individual securities account held with an Affiliate Member of Interbolsa in accordance with Portuguese law and the relevant Interbolsa procedures and, for the purposes of Condition 8 ("Taxation"), the effective beneficiary of the income attributable thereto.

1. FORM, DENOMINATION AND TITLE

   The Notes are issued in euro (the "Specified Currency") and in denominations of € 1,000.00 per Note (the "Specified Denomination"). The minimum subscription amount will be € 10,000.00.

   The Notes are held through Interbolsa in dematerialised book-entry form ("forma escritural") and in bearer form ("ao portador") which means that Interbolsa can not inform the Issuer of the identity of the Noteholders. Title to the Notes is evidenced by registration in the relevant individual securities accounts held with an Affiliate Member of Interbolsa in accordance with the provisions of the Portuguese Securities Code and the applicable CMVM and Interbolsa regulations.

   No physical document of title will be issued in respect of the Notes. Each person shown in the relevant individual securities accounts held with an Affiliate Member of Interbolsa as having an interest in the Notes shall be treated as the holder of the principal amount of the Notes recorded therein.

2. TRANSFERS OF NOTES

   The transferability of the Notes is not restricted.

   Subject as set out below, title to Notes will pass upon registration of transfers in the relevant individual securities accounts held with an Affiliate Member of Interbolsa in accordance with the provisions of the Portuguese Securities Code and the relevant procedures of Interbolsa. The Issuer and the Paying Agents will (except as otherwise required by law) deem and treat the registered holder of any Note as the absolute owner thereof for all purposes.

   Notes may, subject to compliance with all applicable rules, restrictions and requirements of Interbolsa and Portuguese law, be transferred to a person who wishes to hold such Note. No holder of a Note will be able to transfer such Note, except in accordance with Portuguese law and with the applicable procedures of Interbolsa.

   The holders of Notes will not be required to bear the costs and expenses of effecting any registration of transfer as provided above, except for any costs or expenses of delivery other than by regular uninsured mail and except that the Issuer may require the payment of a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration.

3. STATUS OF THE NOTES

4. The Notes are secured, direct, unconditional and unsubordinated obligations of the Issuer and rank pari passu among themselves (save for certain obligations required to be preferred by law).

5. The payment of interest expressed to be payable by the Issuer under the Notes will be unconditionally and irrevocably secured with a first ranking pledge (the "Pledge") over (a)

   6.3 senior units (quotas) and 7.5 junior units, each in the collective investment scheme governed by the laws of the Republic of Brazil Fundo de Investimento em Direitos Creditórios Não Padronizados Araras (the "Scheme") and (b) the income distributed by the Scheme (the "Pledged Assets").

6. In case of liquidation or redemption of the Scheme, the Pledged Assets shall be replaced with a pledge over the cash resulting from such liquidation or redemption.

7. The Pledge shall become enforceable if payment of interest on the Notes is not made when due and payable.

8. NEGATIVE PLEDGE

   So long as the Notes remain outstanding the Issuer will not create, save by operation of law, or have outstanding any mortgage, charge, lien, pledge or other security interest (each a "Security Interest") other than any Permitted Security, as defined below, upon, or with respect to, any of its present or future business, undertaking, assets or revenues (including any uncalled capital) to secure any Relevant Indebtedness (as defined below), unless the Issuer, in the case of the creation of a Security Interest, before or at the same time and, in any other case, promptly, takes any and all action necessary to ensure that:

9. all amounts payable by the Issuer under the Notes are secured by the Security Interest equally and rateably with the Relevant Indebtedness; or

10. such other Security Interest or other arrangement (whether or not it includes the giving of a Security Interest) is provided as is approved by a Noteholder's resolution.

11. In these Terms and Conditions:

    Relevant Indebtedness means

    any present or future indebtedness (whether being principal, premium, interest or other amounts) represented by any notes, bonds, debentures or other securities (not including, for the avoidance of doubt, preference shares or other equity securities) which are for the time being, or are intended to be, quoted, listed or traded on any stock exchange or other organised market for securities, and

    any guarantee in respect of any such indebtedness.

    Permitted Security means:

12. is only over such part of the undertaking or assets, present or future, of the Issuer that belonged to a company whose assets or undertaking have become part of the assets or undertaking of the Issuer pursuant to an amalgamation or merger of such company with the Issuer which security interest exists at the time of such amalgamation or merger and was not created in contemplation thereof or in connection therewith and the principal, nominal or capital amount secured at the time of such amalgamation or merger is not thereafter increased; or

13. any Security Interest on or with respect to assets (including but not limited to receivables) of the Issuer which is created pursuant to any securitisation or like arrangement in accordance with normal market practice and whereby the indebtedness secured by such Security Interest or the indebtedness in respect of any guarantee or indemnity which is secured by such Security Interest is limited to the value of such assets; or

14. any Security Interest securing any indebtedness incurred in relation to any asset for the purpose of financing the whole or any part of the acquisition, creation, construction, improvement or development of such asset where the financial institutions to whom such indebtedness is owed have recourse solely to the applicable project borrower (where such project borrower is formed solely or principally for the purpose of the relevant project) and/or such asset (or any derivative asset thereof) and/or the shares held in such project borrower.

15. INTEREST
16. Interest and Interest Payment Dates

    Each Note bears interest at the Rate of Interest from (and including) 8 April 2013 (the "Interest Commencement Date") up to (and including) the Maturity Date and such interest will be payable annually in arrears on 8 July of each year (the "Interest Payment Dates"), except that the first Interest Payment Date will be 8 July 2013, subject to the Issuer Call Option.

    Such interest will be payable in respect of each Interest Period (which expression shall, in these Terms and Conditions, mean the period from (and including) an Interest Payment Date (or the Interest Commencement Date) to (but excluding) the next (or first) Interest Payment Date).

    If (x) if there is no numerically corresponding day in the calendar month in which an Interest Payment Date should occur or (y) if any Interest Payment Date would otherwise fall on a day which is not a Business Day, then, such Interest Payment Date shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event such Interest Payment Date shall be brought forward to the immediately preceding Business Day.

    In these Terms and Conditions:

    Business Day means a day which is both:

17. a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in Lisbon and in London; and

18. a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (the "TARGET2") System (the "TARGET2 System") is open.

19. Rate of Interest

    The Rate of Interest for each Interest Period will be 1.5 per cent per annum from (and including) the Interest Period ending on 8 July 2018 to (and including) the Interest Period ending on 8 July 2031.

20. Accrual of interest

21. Each Note will cease to bear interest from the date for its redemption unless, upon due presentation thereof, payment of principal is improperly withheld or refused. In such event, interest will continue to accrue until whichever is the earlier of: (i) the date on which all amounts due in respect of such Note have been paid; and (ii) five days after the date on which the full amount of the moneys payable in respect of such Note has been received by the Paying Agent and notice to that effect has been given to the holders of Notes in accordance with Condition 12 ("Notices").

22. PAYMENTS
23. Payments through Interbolsa

    Whilst the Notes are held through Interbolsa, payment of principal and interest in respect of the Notes will be:

24. credited, according to the procedures and regulations of Interbolsa, by the relevant Paying Agent (acting on behalf of the Issuer) to the payment current-accounts used by the Affiliate Members of Interbolsa for payments in respect of securities held through Interbolsa; and

25. thereafter credited by such Affiliate Members of Interbolsa from the aforementioned payment current-accounts to the accounts of the beneficial owners of those Notes or through Euroclear and Clearstream, Luxembourg to the accounts with Euroclear and Clearstream, Luxembourg of the beneficial owners of those Notes, in accordance with the rules and procedures of Interbolsa, Euroclear or Clearstream, Luxembourg, as the case may be.

26. Payment Day

    If the date for payment of any amount in respect of any Note is not a Payment Day, the holder thereof shall not be entitled to payment until the next following Payment Day in the relevant place and shall not be entitled to further interest or other payment in respect of such delay. For these purposes, Payment Day means any day which (subject to Condition 9 ("Prescription")) is a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in Lisbon and London and day on which the TARGET2 System is open.

27. REDEMPTION AND PURCHASE
28. Redemption at maturity

    Unless previously redeemed or purchased and cancelled as specified below, each Note will be redeemed by the Issuer at its nominal amount, € 1,000.00 per Note (the "Final Redemption Amount") on 8 July 2031 (the "Maturity Date").

29. Redemption for Tax Reasons

30. The Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time on any Interest Payment Date, on giving not less than 30 nor more than 60 days' notice to the Paying Agent and, in accordance with Condition 12 ("Notices"), the Noteholders (which notice shall be irrevocable), if:

31. on the occasion of the next payment due under the Notes, the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 8 ("Taxation") as a result of any change in, or amendment to, the laws or regulations of a Relevant Jurisdiction (as defined in Condition 8 ("Taxation")) or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the Issue Date; and

32. such obligation cannot be avoided by the Issuer taking reasonable measures available to it,

provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such additional amounts were a payment in respect of the Notes then due.

Prior to the publication of any notice of redemption pursuant to this Condition, the Issuer shall deliver to the Paying Agent a certificate signed by two Directors of the Issuer stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred, and an opinion of independent legal