EXHIBIT 4.3
December 2001
In December 2001, BCP and Fundo Servimedia, a Portuguese fund, reached
agreement on the establishment of a securitization program known as
Magellan Mortgages. The agreement provides for BCP to assign to the fund
a portfolio of first mortgage assets the principal outstanding balance of
which BCP represents to be true and correct and for the fund to purchase
the portfolio and to thereafter issue its units up to the global amount
of 1,000,000,000 euros. Under the terms of a Mortgage Sale Agreement with
the fund, dated December 20, 2001, BCP assigned to the fund a portfolio
of first mortgage assets it represented to have a principal outstanding
balance of 1,000,000,000 euros for which it was paid by the fund a
purchase price equivalent to such principal outstanding balance. To the
extent that the principal outstanding balance of the portfolio of first
mortgage assets is less than the amount represented, BCP is obligated
under the Mortgage Sale Agreement to either pay over to the fund such
difference in amount or to assign to the fund additional first mortgage
assets the principal outstanding balance of which is equivalent to such
difference in amount.
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