Bond Equateur 2.25% ( XS2106052405 ) in USD

Issuer Equateur
Market price refresh price now   100 %  ▲ 
Country  Ecuador
ISIN code  XS2106052405 ( in USD )
Interest rate 2.25% per year ( payment 2 times a year)
Maturity 30/01/2035



Prospectus brochure of the bond Ecuador XS2106052405 en USD 2.25%, maturity 30/01/2035


Minimal amount 200 000 USD
Total amount 230 961 000 USD
Next Coupon 30/01/2026 ( In 142 days )
Detailed description Ecuador, a South American country, boasts diverse ecosystems ranging from the Amazon rainforest to the Andes Mountains and the Galápagos Islands, showcasing rich biodiversity and significant cultural heritage.

Ecuador has issued a USD 230,961,000 bond (ISIN: XS2106052405) maturing on January 30, 2035, with a 2.25% coupon rate, paying semi-annually, currently trading at 100% of par value and having a minimum trading size of USD 200,000.







OFFERING MEMORANDUM

ECUADOR SOCIAL BOND S.À R.L.
U.S.$230,961,000.00 2.60% CLASS A SOCIAL NOTES DUE 2035
Ecuador Social Bond S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws
of Luxembourg as an unregulated securitisation company (société de titrisation) within the meaning of, and governed by, the Luxembourg
law of 22 March 2004 on securitisation, as amended from time to time (the "Securitisation Law"), having its registered office at 46A,
Avenue J.F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg and registered with the RCS under number B240232 (the
"Issuer"), will issue U.S.$230,961,000.00 aggregate principal amount of 2.60% notes (the "Class A Notes" or the "Notes") to finance
the purchase of the Republic Notes (as defined herein). The holders of the Notes from time to time will be the "Holders" or the "Class
A Noteholders". The Issuer will separately issue U.S.$326,852,000.00 aggregate principal amount of zero coupon notes (the "Class B
Notes") in respect of which the Issuer has prepared a separate offering memorandum. The holders of the Class B Notes from time to time
will be referred to in this offering memorandum as the "Class B Noteholders".
The Class A Notes and the Class B Notes (together the "Repack Notes") will be used to purchase the U.S.$400,000,000 7.25%
social housing notes due 2035 (the "Republic Notes") issued by the Republic of Ecuador (the "Republic"). The Republic Notes will be
direct issuances of the Republic of Ecuador. The Republic Notes are general, direct, unsecured, unsubordinated notes that benefit from
the full faith and credit of the Republic, are governed under New York law, will rank equally in terms of priority with the Republic's
External Indebtedness (other than the Excluded Indebtedness) and are independent of any credit or performance of the underlying social
housing program. The proceeds of the Republic Notes are to be held in an escrow account and only to be applied by the Republic (as
defined herein) towards a trust established for the purposes of financing social housing following the guidelines of the framework of the
social housing program (the "Program") as set forth in the Operating Manual for the Program in Social Housing (the "ROP") at the
Program website (https://www.finanzas.gob.ec/bono-social). This website is not incorporated by reference into this Offering
Memorandum. The Inter-American Development Bank (the "IDB") will grant a partial credit guarantee on behalf of certain holders of
the Republic Notes to support the Republic Notes (the "IDB Guarantee"). The Class A Notes will indirectly have the benefit of the IDB
Guarantee. The Class B Notes will not, directly or indirectly, benefit from the IDB Guarantee. The terms of the Republic Notes as well
as information with respect to the Republic, the IDB, risks relating to the Republic Notes and other matters, are set out at Annex B
"Information Relating to the Republic Notes, the IDB and the Republic". This information is derived from the Offering Memorandum
for the Republic Notes, dated January 16, 2020.
Interest on the Class A Notes will be payable on January 30 and July 30 of each year (each, an "Interest Payment Date"),
commencing on July 30, 2020, in the amounts set forth in "The Offering" and "Description of the Notes". Principal on the Notes will be
payable on the dates and in the amounts set forth in the Principal Payment Schedule in "The Offering". The Notes will have a final
maturity date of January 30, 2035.
Investing in the Notes involves a significant degree of risk. See "Risk Factors" beginning on page 20.
Price of Class A Notes: 94.9126728192206%
The Notes have not been and will not be registered under the Securities Act, any state securities laws, or the securities laws of
any other jurisdiction. Any representation to the contrary is a criminal offense. The Notes may not be offered or sold in the United States
or to U.S. persons (as defined in Regulation S ("Regulation S") under the Securities Act), except in transactions exempt from, or not
subject to, the registration requirements of the Securities Act. Accordingly, the Notes are being offered and sold (i) within the United
States or to U.S. persons, only to or for the account of persons that are "qualified institutional buyers" as defined in Rule 144A ("Rule
144A") ("QIBs"), under the Securities Act and (ii) outside the United States, to persons other than U.S. persons (as defined in Regulation
S under the Securities Act), in compliance with Regulation S. In addition, the Notes are subject to restrictions on transfer and resale as
further described in "Plan of Distribution" and "Transfer Restrictions". The Issuer is relying primarily on Rule 3a-7, as promulgated
under the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act"), to avoid registration as an investment
company thereunder.
This Offering Memorandum constitutes a prospectus for the purposes of Part IV of the Luxembourg law on prospectuses for
securities dated 16 July 2019.
There is currently no public market for the Notes. The Luxembourg Stock Exchange assumes no responsibility for the
correctness of any of the statements made, opinions expressed, or reports contained in this Offering Memorandum and none of the
foregoing are to be taken as an indication of the merits of the offering, the Issuer, the Republic, their associated companies (if any), their
respective joint venture companies (if any) or the Notes. The Notes will be issued in minimum denominations of U.S.$200,000 each or
integral multiples of U.S.$1,000 in excess thereof. Delivery of the Notes is expected to be made in book-entry form through the facilities
of Euroclear Bank S.A./N.V., as operator of the Euroclear system ("Euroclear"), and Clearstream Banking, S.A. ("Clearstream"), on
or about January 30, 2020 (the "Note Closing Date").
Sole Bookrunner and Social Notes Structuring Agent
GOLDMAN SACHS & CO. LLC
The date of this Offering Memorandum is January 16, 2020






TABLE OF CONTENTS
Page
NOTICE TO INVESTORS ........................................................................................................................................... 3
AVAILABLE INFORMATION ................................................................................................................................... 5
ENFORCEMENT OF CIVIL LIABILITIES ................................................................................................................ 5
THE OFFERING ........................................................................................................................................................... 8
RISK FACTORS ......................................................................................................................................................... 20
USE OF PROCEEDS .................................................................................................................................................. 35
CERTAIN KEY TRANSACTION PARTIES............................................................................................................. 36
DESCRIPTION OF THE NOTES ............................................................................................................................... 40
CLEARING AND SETTLEMENT ............................................................................................................................. 68
TAXATION ................................................................................................................................................................ 70
ERISA AND BENEFIT PLAN CONSIDERATIONS ................................................................................................ 77
PLAN OF DISTRIBUTION ........................................................................................................................................ 81
TRANSFER RESTRICTIONS .................................................................................................................................... 88
LEGAL MATTERS .................................................................................................................................................... 92
LISTING AND GENERAL INFORMATION ............................................................................................................ 93
AUTHORIZATION OF THE ISSUANCE OF THE NOTES ..................................................................................... 93
LITIGATION .............................................................................................................................................................. 93
ANNEX A GLOSSARY OF DEFINED TERMS .....................................................................................................A-1
ANNEX B INFORMATION RELATING TO THE REPUBLIC NOTES, THE IDB AND THE
REPUBLIC ......................................................................................................................................................... B-1


NOTICE TO INVESTORS
This Offering Memorandum does not constitute an offer to any other person or to the public generally to
subscribe for or otherwise acquire the Notes. This Offering Memorandum may only be used for the purpose for which
it has been prepared. The Issuer reserves the right to withdraw this offering of the Notes at any time and the Issuer
and Goldman Sachs & Co. LLC (the "Placement Agent") reserve the right to reject any commitment to purchase the
Notes, in whole or in part, for any reason. The Placement Agent and certain related entities may acquire for their own
account a portion of the Notes.
Except as otherwise provided in this paragraph, the Issuer is responsible for the information contained in this
Offering Memorandum. None of the Placement Agent, the Repack Indenture Trustee or any of the other agents referred
to herein makes any representations (express or implied) in connection with, nor will any of them have any
responsibility for, the contents of this Offering Memorandum. After having made all reasonable inquiries, the Issuer,
unless otherwise expressly stated, confirms that the information contained in this Offering Memorandum is true and
correct in all material respects, that the opinions and intentions expressed in this Offering Memorandum are honestly
held, that there are no other facts the omission of which would make this Offering Memorandum as a whole misleading
and that the Issuer accepts responsibility for this Offering Memorandum accordingly. Any information sourced from
a third party has been accurately reproduced and no facts have been omitted, which would render the reproduced
information inaccurate or misleading. This Offering Memorandum contains summaries of certain documents, which
summaries are believed to be accurate, but reference is made to the actual documents for complete information. All
summaries are qualified in their entirety by such reference. Copies of certain documents referred to herein will be
made available to prospective purchasers of the Notes, free of charge, upon request to the Issuer at
[email protected]. See "Available Information".
None of the Issuer, the Placement Agent or any of their respective affiliates has authorized any other person
to provide you with different information or to make any representation not contained in this Offering Memorandum,
and none of the Issuer, the Placement Agent or any of their respective affiliates takes any responsibility for any other
information that others may give to you. You should assume that the information contained in this Offering
Memorandum is accurate only as of the date on the front cover of this Offering Memorandum (or such earlier date as
may be specified in this Offering Memorandum). Neither the delivery of this Offering Memorandum nor any sale
made hereunder will under any circumstance imply that the information contained herein is correct as of any date after
the date of this Offering Memorandum (or such earlier date as may be specified in this Offering Memorandum).
The Placement Agent and its affiliates make no representation or warranty, express or implied, as to the
accuracy or completeness of the information contained in this Offering Memorandum. You should not rely upon the
information contained in this Offering Memorandum, as a promise or representation by the Placement Agent or any
of its affiliates or advisors whether as to the past, present or future.
The Notes have not been and will not be registered under the Securities Act, any state securities laws, or the
securities laws of any other jurisdiction. Any representation to the contrary is a criminal offence. The Notes may not
be offered or sold in the United States or to U.S. persons (as defined in Regulation S), except in transactions exempt
from, or not subject to, the registration requirements of the Securities Act. Accordingly, the Notes are being offered
and sold (i) within the United States or to U.S. persons, only to or for the account of persons that are QIBs and (ii)
outside the United States, to persons other than U.S. persons (as defined in Regulation S), in compliance with
Regulation S. In addition, the Notes are subject to restrictions on transfer and resale. The Issuer intends to rely
primarily on Rule 3a-7, as promulgated under the Investment Company Act ("Rule 3a-7"), to avoid being required to
register as an investment company thereunder.
Neither the Issuer nor the Placement Agent is making an offer to sell the Notes in any jurisdiction except
where an offer and sale is permitted. This Offering Memorandum is not an offer to sell, or a solicitation of an offer
to buy, the Notes, and neither the Issuer nor the Placement Agent is offering or soliciting an offer to buy the Notes, in
any jurisdiction where the offer, solicitation or sale would be unlawful or not permitted.
By purchasing Notes, you will be deemed to have made certain acknowledgments, representations and
agreements as set forth under "Transfer Restrictions".

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There is currently no market for the Notes and there can be no assurance that one will develop or, if one
develops, that it will continue. You should be aware that you may be required to bear the financial risk of an
investment in the Notes for an indefinite period of time. In making an investment decision, you must rely on your own
examination of the Issuer, its business, the terms of the Notes and the terms of this offering, including the merits and
risks involved. In the event that any Note issued in the form of a registered note in global form is exchanged for a
note in physical, certificated form, an announcement of the exchange will be made by or on behalf of the Issuer through
the Luxembourg Stock Exchange and such announcement will include all material information with respect to the
delivery of the certificated Notes.
None of the Issuer, the Placement Agent, or any of their respective affiliates or representatives, makes any
representation to any purchaser of the Notes regarding the legality of an investment in the Notes by such purchaser
under any legal investment or similar laws or regulations. You should not consider any information in this Offering
Memorandum to be legal, business or tax advice. You should consult your own counsel, accountant, business advisor
and tax advisor for legal, tax, business and financial advice regarding any investment in the Notes.
You must comply with all applicable laws and regulations in force in your jurisdiction and you must obtain
any consent, approval or permission required by you for the purchase, offer or sale of the Notes under the laws and
regulations in force in your jurisdiction to which you are subject or in which you make such purchase, offer or sale
and neither the Issuer nor the Placement Agent will have any responsibility therefor.
Neither the contents of our website nor of any website mentioned in this Offering Memorandum are part of,
or are incorporated by reference into, this Offering Memorandum.
NOTICE TO PROSPECTIVE INVESTORS IN THE
EUROPEAN ECONOMIC AREA
THE NOTES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE
TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL
INVESTOR IN THE EEA OR THE UNITED KINGDOM. FOR THESE PURPOSES, A RETAIL INVESTOR
MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF
ARTICLE 4(1) OF DIRECTIVE 2014/65/EU, AS AMENDED ("MIFID II"); OR (II) A CUSTOMER WITHIN THE
MEANING OF DIRECTIVE 2002/92/EC (AS AMENDED OR SUPERSEDED, THE "INSURANCE
MEDIATION DIRECTIVE") WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL
CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II. CONSEQUENTLY, NO KEY
INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014, (THE "PRIIPS
REGULATION") FOR OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM
AVAILABLE TO RETAIL INVESTORS IN THE EEA OR THE UNITED KINGDOM HAS BEEN PREPARED
AND THEREFORE OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE
TO ANY RETAIL INVESTOR IN THE EEA OR THE UNITED KINGDOM MAY BE UNLAWFUL UNDER THE
PRIIPS REGULATION.
NOTICE TO PROSPECTIVE INVESTORS IN THE
UNITED KINGDOM
THIS OFFERING MEMORANDUM IS FOR DISTRIBUTION ONLY TO, AND IS DIRECTED SOLELY
AT, PERSONS WHO (I) ARE OUTSIDE THE UNITED KINGDOM, (II) ARE INVESTMENT PROFESSIONALS,
AS SUCH TERM IS DEFINED IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "FINANCIAL PROMOTION ORDER"),
(III) ARE PERSONS FALLING WITHIN ARTICLES 49(2)(A) TO (D) OF THE FINANCIAL PROMOTION
ORDER OR (IV) ARE PERSONS TO WHOM AN INVITATION OR INDUCEMENT TO ENGAGE IN
INVESTMENT BANKING ACTIVITY (WITHIN THE MEANING OF SECTION 21 OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (THE "FSMA")) IN CONNECTION WITH THE ISSUE OR SALE OF
ANY NOTES MAY OTHERWISE BE LAWFULLY COMMUNICATED OR CAUSED TO BE
- 4 -


COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS OFFERING MEMORANDUM IS DIRECTED ONLY AT RELEVANT PERSONS AND MUST NOT BE
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS OFFERING MEMORANDUM RELATES IS AVAILABLE ONLY
TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. ANY PERSON
WHO IS NOT A RELEVANT PERSON SHOULD NOT ACT OR RELY ON THIS OFFERING MEMORANDUM
OR ANY OF ITS CONTENTS. THE PLACEMENT AGENT HAS REPRESENTED AND AGREED THAT (A) IT
HAS ONLY COMMUNICATED OR CAUSED TO BE COMMUNICATED AND WILL ONLY COMMUNICATE
OR CAUSE TO BE COMMUNICATED AN INVITATION OR INDUCEMENT TO ENGAGE IN INVESTMENT
ACTIVITY (WITHIN THE MEANING OF SECTION 21 OF THE FSMA) RECEIVED BY IT IN CONNECTION
WITH THE ISSUE OR SALE OF THE NOTES IN CIRCUMSTANCES IN WHICH SECTION 21(1) OF THE
FSMA DOES NOT APPLY TO THE ISSUER; AND (B) IT HAS COMPLIED AND WILL COMPLY WITH ALL
APPLICABLE PROVISIONS OF THE FSMA WITH RESPECT TO ANYTHING DONE BY IT IN RELATION
TO THE NOTES IN, FROM OR OTHERWISE INVOLVING THE UNITED KINGDOM.

AVAILABLE INFORMATION
The Issuer has derived disclosure contained in this Offering Memorandum regarding the Republic from
publicly available documents. Neither the Issuer or the Placement Agent has participated in the preparation of publicly
available documents with respect to the Republic in connection with the offering of the Notes. Neither the Issuer nor
the Placement Agent makes any representation that this information, together with publicly available documents or
any other publicly available information regarding the Republic is accurate or complete. Furthermore, the Issuer
cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the
accuracy or completeness of the publicly available documents described above) that would affect the creditworthiness
of the Republic have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure
to disclose material future events concerning the Republic could affect its creditworthiness and therefore the trading
prices of the Notes.
Any publicly available information regarding the Republic that is not included in this Offering Memorandum
is not deemed part of or incorporated by reference into this Offering Memorandum.
In addition, information regarding the Republic may be obtained from other sources including, but not limited
to, press releases, newspaper articles and other publicly disseminated documents. There can be no assurance that any
publicly available information with respect to the Republic will be up to date or otherwise accurate in all respects
material to an investment of the Notes.
The Issuer is not subject to the information requirements of the Exchange Act and the Notes have not been,
and will not be, registered under the Securities Act. In order to preserve the exemptions from registration under the
Securities Act available to Holders for resale and transfers of the Notes under Rule 144A, the Issuer has agreed that
while any Notes remain outstanding, the Issuer will make available, upon request, to any beneficial owner and any
prospective purchaser of Notes the information required pursuant to Rule 144A(d)(4) under the Securities Act, unless
at such time the Issuer is subject to the reporting requirement of Section 13 or 15(d) of the Exchange Act or exempt
from such requirements pursuant to Rule 12g3-2(b) under the Exchange Act. Requests for information should be
directed to the Issuer at its current registered office located at the offices of 46A, Avenue J.F. Kennedy, L-1855
Luxembourg, Grand Duchy of Luxembourg, at [email protected] or at telephone number +352
4271 711.
ENFORCEMENT OF CIVIL LIABILITIES
The Issuer is a private limited liability company (société à responsabilité limitée) organized under the laws
of the Grand Duchy of Luxembourg ("Luxembourg") and its assets are located primarily outside the United States.
In addition, the members of the Issuer's managers are non-residents of the United States whose assets are located
primarily outside the United States. As a result, it may be difficult for investors to effect service of process within the
United States upon the Issuer or such persons or to enforce against them or the Issuer judgments of courts of the United
States, whether predicated upon the civil liability provisions of the federal securities laws of the United States or other

- 5 -




laws of the United States or any state thereof. It may be possible for investors to effect service of process within
Luxembourg upon the Issuer provided that The Hague Convention on the Service Abroad of Judicial and Extrajudicial
Documents in Civil or Commercial Matters of November 15, 1965 is complied with.
Although there is no treaty between Luxembourg and the United States regarding the reciprocal enforcement
of judgments, a valid, final, non-appealable and conclusive judgment against the Issuer obtained from a state or federal
court of the United States, which judgment remains in full force and effect, may be enforced through a court of
competent jurisdiction in Luxembourg, subject to compliance with the enforcement procedures set forth in article 678
et seq. of the Luxembourg New Code of Civil Procedure, as follows:
·
the foreign court must properly have had jurisdiction (compétence) to hear and determine the matter,
both according to its own laws and to the Luxembourg international private law conflict of
jurisdiction rules;
·
the foreign court must have acted in accordance with its own procedural rules and applied to the
dispute the substantive law which would have been applied by Luxembourg courts;
·
the decision of the foreign court must be enforceable (exécutoire) in the jurisdiction in which it was
rendered;
·
the principles of fair trial and due process have been complied with and in particular the judgment
was granted following proceedings where the counterparty had the opportunity to appear, and if
appeared, to present a defence; and
·
the decisions and the considerations of the foreign court must not be contrary to Luxembourg
international public policy rules or been obtained fraudulently and must not have been given in
proceedings of a tax, penal or criminal nature (which would include awards of damages made under
civil liabilities provisions of the U.S. federal securities laws, or other laws, to the extent that the
same would be classified by Luxembourg courts as being of a penal or punitive nature (for example,
fines or punitive damages)).
If an original action is brought in Luxembourg, without prejudice to specific conflict of law rules,
Luxembourg courts may refuse to apply the designated law if the choice of such foreign law was not made bona fide
or (i) if the foreign law was not pleaded and proved or (ii) if pleaded and proved, such foreign law was contrary to
mandatory Luxembourg laws or incompatible with Luxembourg public policy rules. In an action brought in
Luxembourg on the basis of U.S. federal or state securities laws, Luxembourg courts may not have the requisite power
to grant the remedies sought. Also, an exequatur may be refused in respect of punitive damages. In practice,
Luxembourg courts tend not to review the merits of a foreign judgment, although there is no clear statutory prohibition
of such review.
Further, in the event of any proceedings being brought in a Luxembourg court in respect of a monetary
obligation expressed to be payable in a currency other than Euro, a Luxembourg court would have power to give a
judgment expressed as an order to pay a currency other than Euro. However, enforcement of the judgment against any
party in Luxembourg would be available only in Euro and for such purposes all claims or debts would be converted
into Euro.
- 6 -


PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Unless otherwise specified, references herein to "U.S. Dollars," "Dollars," "U.S.$" or "$" are to United States
dollars, the legal and official currency of the United States.
Financial Statements of the Issuer
The financial year of the Issuer begins on 1 January of each year and ends on 31 December of the same year
save that the first financial year started on the date of incorporation of the Issuer and will end on 31 December 2020.
In accordance with the Companies Law and the Securitisation Law, the Issuer is obliged to publish its annual
accounts on an annual basis following approval of the annual accounts by the annual general meeting of its
shareholders. The Issuer is not required to and does not prepare interim financial statements.
Since the date of incorporation, the Issuer has not commenced operations and accordingly, no financial
statements have been prepared as at the date of this offering memorandum.
Any future published annual audited financial statements prepared for the Issuer will be obtainable free of
charge from the registered office of the Issuer.
Defined Terms
Capitalized terms used but not defined in this Offering Memorandum have the meanings specified in
Annex A hereto.
Market Data and Other Information
The statistical data and information contained in this Offering Memorandum has been obtained from
government bodies and from general publications. Although the Issuer believes that these sources of information are
reliable and have been prepared on a reasonable basis, reflecting best estimates and judgments, neither the Issuer nor
the Placement Agent has performed any independent verification with respect to such statistical data and information
and, therefore, makes no representation as to the accuracy or completeness of such statistical data and information.
Rounding
Some figures included in this Offering Memorandum may not represent exact amounts because they were
rounded up or down for ease of presentation. Accordingly, the total results shown in tables included elsewhere in this
Offering Memorandum may not correspond to the exact arithmetic sum of the figures that precede them.



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THE OFFERING


The Issuer:
Ecuador Social Bond S.à r.l., a private limited liability company (société à responsabilité
limitée) incorporated under the laws of Luxembourg as an unregulated securitisation
company (société de titrisation) within the meaning of, and governed by, the
Securitisation Law, having its registered office at 46A, Avenue J.F. Kennedy, L-1855
Luxembourg, Grand Duchy of Luxembourg, Grand Duchy of Luxembourg and
registered with the RCS under number B240232.
Underlying Assets:
U.S.$ 400,000,000 7.25% partially guaranteed amortising social housing notes issued
by the Republic benefiting from a U.S.$ 300,000,000 partial credit guarantee issued by
IDB and the related escrow agreement.
Notes:
U.S.$ 230,961,000.00 2.60% Class A Notes due 2035
Principal Amount:
U.S.$ 230,961,000.00
Issue Price:
94.9126728192206%
Denomination:
U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof
Maturity Date:
January 30, 2035, subject to an Early Redemption Event and Maturity Extension (as
defined herein)
Weighted Average 11.5 years
Life:
Principal Payment
Outstanding Principal
Schedule:
Principal Payment Amount
Principal Payment Date
Amount of Class A Notes
(U.S.$)
at End of Period1 (U.S.$)
30-Jul-20
0.00
230,961,000.00
30-Jan-21
0.00
230,961,000.00
30-Jul-21
0.00
230,961,000.00
30-Jan-22
0.00
230,961,000.00
30-Jul-22
0.00
230,961,000.00
30-Jan-23
0.00
230,961,000.00
30-Jul-23
0.00
230,961,000.00
30-Jan-24
8,961,000.00
222,000,000.00
30-Jul-24
9,000,000.00
213,000,000.00
30-Jan-25
9,000,000.00
204,000,000.00
30-Jul-25
2,000,000.00
202,000,000.00
30-Jan-26
2,000,000.00
200,000,000.00

1 The Outstanding Principal Amount of Class A Notes is determined after the payment of the relevant Principal
Payment Amount and assumes all previous Principal Payment Amounts have been paid.

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30-Jul-26
2,000,000.00
198,000,000.00
30-Jan-27
2,000,000.00
196,000,000.00
30-Jul-27
2,000,000.00
194,000,000.00
30-Jan-28
2,000,000.00
192,000,000.00
30-Jul-28
3,500,000.00
188,500,000.00
30-Jan-29
3,500,000.00
185,000,000.00
30-Jul-29
5,500,000.00
179,500,000.00
30-Jan-30
5,500,000.00
174,000,000.00
30-Jul-30
9,000,000.00
165,000,000.00
30-Jan-31
9,000,000.00
156,000,000.00
30-Jul-31
10,000,000.00
146,000,000.00
30-Jan-32
10,000,000.00
136,000,000.00
30-Jul-32
25,000,000.00
111,000,000.00
30-Jan-33
25,000,000.00
86,000,000.00
30-Jul-33
25,000,000.00
61,000,000.00
30-Jan-34
25,000,000.00
36,000,000.00
30-Jul-34
18,000,000.00
18,000,000.00
30-Jan-35
18,000,000.00
0.00

Coupon:
2.60%
Interest Payment
January 30 and July 30 of each year, commencing on July 30, 2020.
Dates:
Day-count fraction:
30/360
Interest
Payment
Semiannual Payment
Interest Payment
Schedule
Date
Note Balance (U.S.$) 2
(U.S.$)
30-Jul-20
230,961,000.00
3,002,493.00
30-Jan-21
230,961,000.00
3,002,493.00
30-Jul-21
230,961,000.00
3,002,493.00
30-Jan-22
230,961,000.00
3,002,493.00
30-Jul-22
230,961,000.00
3,002,493.00
30-Jan-23
230,961,000.00
3,002,493.00
30-Jul-23
230,961,000.00
3,002,493.00
30-Jan-24
222,000,000.00
3,002,493.00

2 The Note Balance is determined after the payment of the relevant Principal Payment Amount and assumes all
previous Principal Payment Amounts have been paid.

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30-Jul-24
213,000,000.00
2,886,000.00
30-Jan-25
204,000,000.00
2,769,000.00
30-Jul-25
202,000,000.00
2,652,000.00
30-Jan-26
200,000,000.00
2,626,000.00
30-Jul-26
198,000,000.00
2,600,000.00
30-Jan-27
196,000,000.00
2,574,000.00
30-Jul-27
194,000,000.00
2,548,000.00
30-Jan-28
192,000,000.00
2,522,000.00
30-Jul-28
188,500,000.00
2,496,000.00
30-Jan-29
185,000,000.00
2,450,500.00
30-Jul-29
179,500,000.00
2,405,000.00
30-Jan-30
174,000,000.00
2,333,500.00
30-Jul-30
165,000,000.00
2,262,000.00
30-Jan-31
156,000,000.00
2,145,000.00
30-Jul-31
146,000,000.00
2,028,000.00
30-Jan-32
136,000,000.00
1,898,000.00
30-Jul-32
111,000,000.00
1,768,000.00
30-Jan-33
86,000,000.00
1,443,000.00
30-Jul-33
61,000,000.00
1,118,000.00
30-Jan-34
36,000,000.00
793,000.00
30-Jul-34
18,000,000.00
468,000.00
30-Jan-35
0.00
234,000.00

Limitation on
The Issuer will only make payments of principal and interest on the Class A Notes to the
payments by the extent it has received equivalent amounts from the Republic under the Republic Notes
Issuer on the Class A or from the IDB under the IDB Guarantee or from the Early Disbursement Guarantor
Notes:
Escrow Account. If the Issuer only receives a partial payment under the Republic Notes,
this will be applied in accordance with the Repack Notes Payment Waterfall and if the
Issuer only receives a partial payment under the IDB Guarantee or from the Early
Disbursement Guarantor Escrow Account, this will be applied in accordance with the
Guarantor Payment Waterfall (see "Description of the Notes--Application of Monies
Collected by the Repack Indenture Trustee").

If the Issuer receives a late payment of any amount under the Republic Notes from the
Republic or under the IDB Guarantee from the IDB or from the Early Disbursement
Guarantor Escrow Account, and some or all of such payment is attributable to the Class
A Noteholders, the Issuer shall pay the relevant portion of such payment to the Class A
Noteholders on the date on which such payment was received by the Issuer, subject to
the Maturity Extension below.
Maturity Extension:
If on the Class A Notes Maturity Date, the Issuer has not received in full the principal
amount payable under the Republic Notes that corresponds to the principal amount to be
paid to the Class A Noteholders on the Class A Notes Maturity Date, the Class A Notes

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