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«IMPORTANT NOTICE Attached please find an electronic copy of the Offering Circular (the “Offering Circular”), dated September 22, 2006 relating to ...»

-- [ Page 18 ] --

Any Class D Deferred Interest will be added to the aggregate outstanding principal amount of the Class D Notes and thereafter interest will accrue on the aggregate outstanding principal amount of the Class D Notes, as so increased. Unless otherwise specified herein, any reference to the principal amount of a Class D Note includes any Class D Deferred Interest added thereto. Upon the payment of Class D Deferred Interest previously capitalized as additional principal, the aggregate outstanding principal amount of the Class D Notes will be reduced by the amount of such payment.

Interest will cease to accrue on each Note or, in the case of a partial repayment, on the amount of such partial repayment, from the date of repayment or Stated Maturity unless payment of principal is improperly withheld or unless default is otherwise made with respect to such payments. To the extent lawful and enforceable, interest on any Defaulted Interest on any Note will accrue at the interest rate applicable to such Note until paid. “Defaulted Interest” means any interest due and payable in respect of any Note which is not punctually paid or duly provided for on the applicable Quarterly Distribution Date or at Stated Maturity and which remains unpaid. Class C Deferred Interest and Class D Deferred Interest will not constitute Defaulted Interest.

–  –  –

“Interest Period” means (i) in the case of the initial Interest Period, the period from, and including, the Closing Date to, but excluding, the first Quarterly Distribution Date, and (ii) thereafter, the period from, and including, the Quarterly Distribution Date immediately following the last day of the immediately preceding Interest Period to, but excluding, the next succeeding Quarterly Distribution Date.

With respect to each Interest Period, “LIBOR” for purposes of calculating the interest rate for each Class of Notes for such Interest Period will be determined by the Trustee, as calculation agent (the “Calculation Agent”) in accordance with the following provisions:

–  –  –

For purposes of clauses (i), (iii), (iv) and (v) above, all percentages resulting from such calculations shall be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point.

For the purposes of clause (ii) above, all percentages resulting from such calculations shall be rounded, if necessary, to the nearest one thirty-second of a percentage point.

As used herein:

“Base Rate” means a fluctuating rate of interest determined by the Calculation Agent as being the rate of interest most recently announced by the Base Rate Reference Bank at its New York office as its base rate, prime rate, reference rate or similar rate for Dollar loans. Changes in the Base Rate will take effect simultaneously with each change in the underlying rate.

“Base Rate Reference Bank” means JPMorgan Chase Bank, National Association or if such bank ceases to exist or is not quoting a base rate, prime rate, reference rate or similar rate for Dollar loans, such other major money center commercial bank in New York City, as selected by the Calculation Agent.

“Designated Maturity” means, with respect to the Notes, (i) for the first Interest Period, the number of calendar days from, and including the Closing Date to, but excluding, the first Quarterly Distribution Date and (ii) for each Interest Period after the first Interest Period, three months.

“LIBOR Business Day” means a day on which commercial banks and foreign exchange markets settle payments in Dollars in New York and London.

“London Banking Day” means a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in London.

“Reference Banks” means four major banks in the London interbank market, selected by the Calculation Agent.

“Reference Dealers” means three major dealers in the secondary market for Dollar certificates of deposit, selected by the Calculation Agent.

For so long as any Note remains outstanding, the Co-Issuers will at all times maintain an agent appointed to calculate LIBOR in respect of each Interest Period. As soon as possible after 11:00 a.m.

(London time) on each LIBOR Determination Date, but in no event later than 11:00 a.m. (New York time) on the Business Day immediately following each LIBOR Determination Date, the Calculation Agent will calculate the interest rate for the Notes for the related Interest Period and the amount of interest for such Interest Period payable in respect of each U.S.$1,000 in principal amount of each Class of Notes (in each case rounded to the nearest cent, with half a cent being rounded upward) on the related Quarterly Distribution Date and will communicate such rates and amounts and the related Quarterly Distribution Date to the Co-Issuers, the Trustee, the Hedge Counterparty, each Paying Agent (other than the Preference Share Paying Agent), the Depository, Euroclear and Clearstream, Luxembourg and, for so long as any Notes are listed on the Irish Stock Exchange, the Irish Paying Agent.

The Calculation Agent may be removed by the Co-Issuers at any time. If the Calculation Agent is unable or unwilling to act as such, is removed by the Co-Issuers or fails to determine the interest rate for any Class of Notes or the amount of interest payable in respect of any Class of Notes for any Interest Period, the Co-Issuers will promptly appoint as a replacement Calculation Agent a leading bank that is engaged in transactions in Dollar deposits in the international Eurodollar market and which does not control and is not controlled by or under common control with either of the Co-Issuers or any Affiliate thereof. The Calculation Agent may not resign its duties without a successor having been duly appointed.





The determination of the interest rate for the Notes for each Interest Period by the Calculation Agent shall (in the absence of manifest error) be final and binding upon all parties.

If and for so long as any Class of Notes is listed on the Irish Stock Exchange and the rules of that stock exchange so require, any notice regarding the Notes to the Noteholders shall be deemed to have been duly given if published in a leading newspaper having general circulation in Ireland (which is expected to be The Irish Times) or, if this is not practicable, in the opinion of the Trustee, in another leading newspaper having general circulation in Ireland and approved by the Trustee.

Principal

The Stated Maturity of the Notes is December 5, 2051. Each Class of Notes is scheduled to mature at the applicable Stated Maturity unless redeemed or repaid prior thereto. However, the Notes may be paid in full prior to their Stated Maturity. See “Risk Factors—Average Life of the Notes and Prepayment Considerations”, “Maturity, Prepayment and Yield Considerations” and “Description of the Notes—Mandatory Redemption”.

Any payment of principal with respect to any Class of Notes (including any payment of principal made in connection with an Optional Redemption, Auction Call Redemption or Tax Redemption) will be made by the Trustee on a pro rata basis on each Quarterly Distribution Date among the Notes of such Class according to the respective unpaid principal amounts thereof outstanding immediately prior to such payment. The Trustee shall, so long as any Class of Notes are listed on the Irish Stock Exchange, notify the Irish Listing Agent not later than each Quarterly Distribution Date of the amount of principal payments to be made on the Notes of each such Class on such Quarterly Distribution Date, the amount of any Class C Deferred Interest and Class D Deferred Interest, if any, the aggregate outstanding principal amount of the Notes of each such Class and the percentage of the original aggregate outstanding principal amount of the Notes of such Class after giving effect to the principal payments, if any, on such Quarterly Distribution Date.

Payments of principal will be made on the Notes on or before the last day of the Reinvestment Period only in the following circumstances (subject, in each case, to the Priority of Payments): (a) upon the failure of the Issuer to meet any Coverage Test from Interest Proceeds and from Principal Proceeds, (b) in the event of a Rating Confirmation Failure in respect of the Class A-1 Notes, Class A-2 Notes, Class B-1 Notes, Class B-2 Notes, Class C Notes and Class D Notes, (c) for the payment of Class C Deferred Interest and Class D Deferred Interest, (d) on each Quarterly Distribution Date, 9.99% of Interest Proceeds that would otherwise be payable to the holders of the Preference Shares will be diverted to make payments of principal of the Class D Notes, as discussed below under “Description of the Notes— Priority of Payments”, (e) if the Collateral Servicer directs the Trustee to apply Principal Proceeds to redeem Notes in accordance with paragraph (G) under the heading “Description of the Notes—Priority of Payments—Principal Proceeds” and (f) in respect of a Tax Redemption. After the Reinvestment Period, Principal Proceeds will be applied on each Quarterly Distribution Date in accordance with the Priority of Payments to pay principal of each Class of Notes in accordance with the Priority of Payments.

The “Reinvestment Period” is the period from (and including) the Closing Date to (but excluding) the earliest of (a) the day following the Quarterly Distribution Date occurring in September 2010, (b) the Quarterly Distribution Date on which the Collateral Servicer (in its sole discretion) determines that in light of the composition of Collateral Debt Securities, general market conditions and other factors (including any change in accounting principles, in any regulations or laws or any change in U.S. Federal tax law requiring tax to be withheld on payments to the Issuer with respect to obligations or securities held by the Issuer), investments in additional Collateral Debt Securities within the foreseeable future would either be impractical or not beneficial to the Issuer, and the Collateral Servicer notifies the Trustee that no further investments in additional Collateral Debt Securities will occur and (c) the date of termination of such period pursuant to the Indenture by reason of the occurrence of an Event of Default.

Reinvestment Period On or before the last day of the Reinvestment Period, the Issuer may, subject to the restrictions specified in this Offering Circular and in the Indenture, reinvest Principal Proceeds (including all Sale Proceeds) in additional Collateral Debt Securities.

The Collateral Servicer may, however, four Business Days prior to any Quarterly Distribution Date occurring on or before the last day of the Reinvestment Period, in its sole discretion, elect to apply all or a portion of the Principal Proceeds available for reinvestment, if a Pro Rata Condition exists, to the payment of principal, pro rata, of the Class A-1 Notes, the Class A-2 Notes, the Class B-1 Notes, the Class B-2 Notes, the Class C Notes and the Class D Notes, in each case, until such Class of Notes is paid in full, each in accordance with the Priority of Payments, and, if a Pro Rata Condition does not exist, to the payment of principal of, first, the Class A-1 Notes, second, the Class A-2 Notes, third, the Class B-1 Notes, fourth the Class B-2 Notes, fifth, the Class C Notes and sixth, the Class D Notes, in each case, until such Class of Notes is paid in full, each in accordance with the Priority of Payments.

Mandatory Redemption

The Notes shall, on any Quarterly Distribution Date, be subject to mandatory redemption if any Coverage Test applies and is not satisfied on the related Determination Date. Any such redemption will be effected from Interest Proceeds and, if Interest Proceeds are insufficient, Principal Proceeds to the extent necessary to cause each Coverage Test to be satisfied. Any such redemption will be applied to each outstanding Class of Notes as described below under “—Priority of Payments”.

In addition, the Issuer will provide each Rating Agency with a Ramp-Up Notice within five Business Days after the Ramp-Up Completion Date occurs. The Issuer will request that each Rating Agency (or, if the Coverage Tests are satisfied as of such date, Standard & Poor’s only) provide a Rating Confirmation. If the Issuer is unable to obtain a Rating Confirmation with respect to the Class A-1 Notes, Class A-2 Notes, Class B-1 Notes, Class B-2 Notes, Class C Notes or Class D Notes from each Rating Agency (as required) by the later of (x) 30 Business Days following the delivery of the Ramp-Up Notice or (y) the first Determination Date following the Ramp-Up Completion Date (a “Rating Confirmation Failure”), on the first Quarterly Distribution Date following the occurrence of such Rating Confirmation Failure the Issuer will be required to apply Uninvested Proceeds and, to the extent that Uninvested Proceeds are insufficient, Interest Proceeds and, to the extent that Interest Proceeds are insufficient, Principal Proceeds, in each case in accordance with the Priority of Payments, to the repayment of principal of, at the option of the Collateral Servicer on behalf of the Issuer, (1) first, the Class A-1 Notes, second, the Class A-2 Notes, third, the Class B-1 Notes, fourth, the Class B-2 Notes, fifth, the Class C Notes and sixth, the Class D Notes, to the extent necessary to obtain a Rating Confirmation with respect to the Class A-1 Notes, Class A-2 Notes, Class B-1 Notes, Class B-2 Notes, Class C Notes and Class D Notes from each Rating Agency (or, if the Coverage Tests are satisfied as of such date, Standard & Poor’s only), or (2) each Class of Notes in any order and amount as proposed by the Collateral Servicer (and approved by an act of the holders of 100% of the aggregate outstanding amount of each Class of Notes) on behalf of the Issuer and sufficient to obtain a Rating Confirmation with respect to the Class A-1 Notes, Class A-2 Notes, Class B-1 Notes, Class B-2 Notes, Class C Notes and Class D Notes from each Rating Agency (as required).



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