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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 ...»

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The holders of a majority in aggregate outstanding principal amount of Notes of the Controlling Class, acting together with the Hedge Counterparty, may, prior to the time a judgment or decree for the payment of money due has been obtained by the Trustee, waive any past default on behalf of the holders of all the Notes and its consequences (including rescinding the acceleration of the Notes), except a default in the payment of the principal of any Note or in the payment of interest (including any Defaulted Interest or interest on Defaulted Interest) on the Notes, in respect of a provision of the Indenture that cannot be modified or amended without the waiver or consent of the holder of each outstanding Note affected thereby, or arising as a result of an Event of Default described in clause (f) above under “Events of Default”.

No holder of a Note will have the right to institute any proceeding with respect to the Indenture unless (i) such holder previously has given to the Trustee written notice of an Event of Default, (ii) except in certain cases of a default in the payment of principal or interest, the holders of at least 25% in aggregate outstanding principal amount of the Notes of the Controlling Class have made a written request upon the Trustee to institute such proceedings in its own name as Trustee and such holders have offered the Trustee reasonable indemnity, (iii) the Trustee has for 30 days failed to institute any such proceeding and (iv) no direction inconsistent with such written request has been given to the Trustee during such 30-day period by the holders of a majority in aggregate outstanding principal amount of the Notes of the Controlling Class.

If the Trustee shall receive conflicting or inconsistent requests (each with indemnity provisions) from two or more groups of holders of the Notes of the Controlling Class, each representing less than a majority of the Controlling Class, the Trustee shall follow the instructions of the group representing the higher percentage of interest in the Controlling Class.

In determining whether the holders of the requisite percentage of Notes have given any direction, notice, consent or waiver, Notes beneficially owned by the Issuer, the Co-Issuer or any Affiliate thereof shall be disregarded and deemed not to be outstanding.

–  –  –

Notices to the Noteholders will be given by first-class mail, postage prepaid, to the registered holders of the Notes at their address appearing in the Note Register. In addition, for so long as any Notes are listed on the Irish Stock Exchange and the rules of such exchange so require, notice will also be given to the Company Announcements Office of the Irish Stock Exchange.

Modification of the Indenture

With the consent of (i) the holders of not less than a majority in aggregate outstanding principal amount of each Class of Notes materially and adversely affected thereby and a Majority-in-Interest of Preference Shareholders (if the Preference Shares are materially and adversely affected thereby), (ii) the consent of the Hedge Counterparty (to the extent required pursuant to the terms of the Hedge Agreement) and (iii) the consent of the Credit Default Swap Counterparty (to the extent required pursuant to the terms of the Credit Default Swap), the Trustee and Co-Issuers may enter into one or more supplemental indentures to add provisions to, or change in any manner or eliminate any provisions of, the Indenture or modify in any manner the rights of the holders of the Notes of such Class or the Preference Shares or the Hedge Counterparty, as the case may be, under the Indenture. Unless notified by holders of a majority in aggregate outstanding principal amount of any Class of Notes or a Majority-in-Interest of Preference Shareholders that such Class of Notes or Preference Shares, as the case may be, will be materially and adversely affected, the Trustee shall be entitled to rely on an opinion of Counsel as to whether or not such Class of Notes would be materially and adversely affected or Preference Shares would be materially and adversely affected by such change (after giving notice of such change to the holders of such Class of Notes and the Preference Shareholders). Such determination shall be conclusive and binding on all present and future holders of the Notes and Preference Shares.

Notwithstanding the foregoing, the Trustee may not enter into any supplemental indenture without the consent of each holder of each outstanding Note of each Class materially and adversely affected thereby and each Preference Shareholder (if the Preference Shareholders are materially and adversely affected thereby) (which consent shall be evidenced by an officer’s certificate of the Issuer certifying that such consent has been obtained), the Hedge Counterparty (to the extent required pursuant to the terms of the Hedge Agreement) and the Credit Default Swap Counterparty, if the rights of the Credit Default Swap Counterparty could, in the reasonable judgment of the Credit Default Swap Counterparty, be materially and adversely affected thereby, if such supplemental indenture (i) changes the Stated Maturity of the principal of or the due date of any installment of interest on any Note, reduces the principal amount thereof or the rate of interest thereon, or the redemption price with respect thereto, changes the earliest date on which the Issuer may redeem any Note, changes the provisions of the Indenture relating to the application of proceeds of any Collateral to the payment of principal of or interest on the Notes, changes any place where, or the coin or currency in which, any Note or the principal thereof or interest thereon is payable, or impairs the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the applicable redemption date), (ii) reduces the percentage in aggregate outstanding principal amount of holders of each Class of Notes whose consent is required for the authorization of any supplemental indenture or for any waiver of compliance with certain provisions of the Indenture or certain defaults thereunder or their consequences, (iii) impairs or adversely affects the Collateral pledged under the Indenture except as otherwise permitted thereby, (iv) permits the creation of any lien ranking prior to or on a parity with the lien created by the Indenture with respect to any part of the Collateral or terminates such lien on any property at any time subject thereto (other than in connection with the disposition thereof in accordance with the Indenture) or deprives the holder of any Note of the security afforded by the lien created by the Indenture, (v) reduces the percentage of the aggregate outstanding principal amount of holders of each Class of Notes whose consent is required to request that the Trustee preserve the Collateral pledged under the Indenture or rescind the Trustee’s election to preserve the Collateral or to dispose of or liquidate the Collateral pursuant to the Indenture, (vi) modifies any of the provisions of the Indenture with respect to supplemental indentures requiring the consent of Noteholders except to increase the percentage of outstanding Notes whose holders’ consent is required for any such action or to provide that other provisions of the Indenture cannot be modified or waived without the consent of the holder of each outstanding Note affected thereby, (vii) modifies the definition of the term “Outstanding” (as defined in the Indenture) or the subordination provisions of the Indenture, (viii) changes the permitted minimum denominations of any Class of Notes or (ix) modifies any of the provisions of the Indenture in such a manner as to affect the calculation of the amount of any payment of interest on or principal of any Note or the right of the holders of Notes to the benefit of any provisions for the redemption of such Notes contained therein. The Trustee may not enter into any supplemental indenture unless the Rating Condition shall have been satisfied with respect to such supplemental indenture.





The Co-Issuers and the Trustee may also enter into supplemental indentures without obtaining the consent of holders of any Notes, the Preference Shareholders or the Hedge Counterparty in order to (i) evidence the succession of any person to the Issuer or the Co-Issuer and the assumption by such successor of the covenants in the Indenture and the Notes, (ii) add to the covenants of the Co-Issuers or the Trustee for the benefit of the holders of all of the Notes or to surrender any right or power conferred upon the Co-Issuers, (iii) convey, transfer, assign, mortgage or pledge any property to the Trustee for the benefit of the Secured Parties, (iv) evidence and provide for the acceptance of appointment by a successor trustee and to add to or change any of the provisions of the Indenture as shall be necessary to facilitate the administration of the trusts under the Indenture by more than one Trustee, (v) correct or amplify the description of any property at any time subject to the lien created by the Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subject to the lien created by the Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations) or to subject to the lien created by the Indenture any additional property, (vi) modify the restrictions on and procedures for resales and other transfers of the Notes to reflect any changes in applicable law or regulation (or the interpretation thereof) or in accordance with the USA PATRIOT Act, the Proceeds of Criminal Conduct Law (2005 Revision) (enacted in the Cayman Islands), The Money Laundering Regulations (2005 Revision) of the Cayman Islands and any other similar applicable laws or regulations or to enable the Co-Issuers to rely upon any less restrictive exemption from registration under the Securities Act or the Investment Company Act or to remove restrictions on resale and transfer to the extent not required thereunder, (vii) correct any inconsistency, defect or ambiguity in the Indenture, (viii) obtain ratings on one or more Classes of the Notes from any rating agency, (ix) make administrative changes or other amendments and modifications as the Co-Issuers deem appropriate and that do not materially and adversely affect the interests of any Noteholder, Preference Shareholder or Hedge Counterparty, (x) avoid imposition of tax on the net income of the Issuer or the pool of Collateral or of withholding tax on any payment to or by the Issuer, (xi) avoid the Issuer or the Co-Issuer being required to register as an investment company under the Investment Company Act, (xii) accommodate the issuance of any Class of Notes as Definitive Notes, (xiii) accommodate (a) the issuance of Preference Shares to be held through the facilities of DTC, Euroclear or Clearstream, Luxembourg or otherwise, (b) the listing of the Offered Securities on, or the delisting of the Offered Securities from, any exchange, (c) the issuance of additional Preference Shares, or (d) the refinancing of the Preference Shares through the issuance by the Issuer of unsecured debt securities that by their terms are subordinated in all respects to the Notes, (xiv) correct any non-material error in any provision of the Indenture upon receipt by a trust officer of the Trustee of written direction from the Issuer describing in reasonable detail such error and the modification necessary to correct such error; (xv) accommodate any replacement Hedge Agreement or (xvi) enable the Issuer to rely on the exception from the definition of investment company provided in Rule 3a-7 under the Investment Company Act; provided that, in each such case (except in the case of clause (xvi) above with respect to the Preference Shareholders), such supplemental indenture would not materially and adversely affect any holder of Notes or any Preference Shareholders, could reasonably be expected to have a material adverse effect on the Hedge Counterparty, or could, in the reasonable judgment of the Credit Default Swap Counterparty, have a materially and adverse effect on the rights of the Credit Default Swap Counterparty. Unless notified by (i) holders of a majority in aggregate outstanding principal amount of Notes of any Class or by a Majority-in-Interest of Preference Shareholders that such Class or Preference Shareholders will be materially and adversely affected, (ii) the Hedge Counterparty that such Hedge Counterparty could reasonably be expected to be materially and adversely affected or (iii) the Credit Default Swap Counterparty that the rights of such Credit Default Swap Counterparty could be materially and adversely affected, the Trustee may rely upon an opinion of counsel, provided by and at the expense of the party requesting such supplemental indenture, as to whether the interests of any holder of Notes or Preference Shareholder would be materially and adversely affected or the Hedge Counterparty could reasonably be expected to be materially and adversely affected by any such supplemental indenture (after giving notice of such change to each holder of Notes, Preference Shareholder, the Credit Default Swap Counterparty and the Hedge Counterparty). The Trustee shall not enter into any such supplemental indenture if, with respect to such supplemental indenture, the Rating Condition with respect to Standard & Poor’s with respect to such supplemental indenture has not been satisfied; provided further that the Trustee may, with the consent of the holders of 100% of the aggregate outstanding amount of Notes of each Class and the Hedge Counterparty, enter into any such supplemental indenture notwithstanding any such reduction or withdrawal of the ratings of any outstanding Class of Notes.

Notwithstanding the foregoing, the Trustee will not enter into any supplemental indenture without the written consent of the Collateral Servicer if such supplemental indenture alters the rights or obligations of the Collateral Servicer in any respect and the Collateral Servicer will not be bound by any such supplemental indenture unless the Collateral Servicer has consented thereto in writing.

Notwithstanding any of the foregoing, the Co-Issuers and the Trustee may enter into supplemental indentures upon satisfaction of the Rating Condition and receipt of consent from the Collateral Servicer, but without obtaining the consent of any other person, including any Noteholder or any holder of Preference Shares, in order to add additional rows to the Collateral Quality Matrix.

Modification of Certain Other Documents



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