Untitled - Irish Stock Exchange

No service charge will be made for any registration of transfer or exchange of the Notes, but the Trustee may require
payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
Except in the limited circumstances described in "Settlement and Clearing—Definitive Notes," owners of
beneficial interests in Global Notes will not be entitled to receive physical delivery of definitive Notes.
The Income Notes offered and sold (i) in the United States or to U.S. Persons or transferred to U.S. Persons
in reliance on the exemption from registration provided by Rule 144A under the Securities Act or another exemption
from registration under the Securities Act will or (ii) sold to non U.S. Persons in offshore transactions in reliance in
Regulation S under the Securities Act be issued to the beneficial owners thereof in the form of one or more physical
certificates in definitive, fully registered form only, registered in the name of the beneficial owner thereof (the
"Certificated Income Notes" or the "Certificated Notes"). The Income Notes may only be transferred to (i) a QIB
who is also a Qualified Purchaser, who purchases such Income Notes for its own account or for the account of a QIB
who is also a Qualified Purchaser, (ii) an Institutional Accredited Investor who is also a Qualified Purchaser, who
purchases such Income Notes for its own account or for the account of an Institutional Accredited Investor who is
also a Qualified Purchaser or (iii) a non-U.S. Person in offshore transactions in reliance on Regulation S under the
Securities Act.
The Holder of a "Certificated Note" may transfer such Certificated Note by surrendering it at the office or
agency maintained by the Issuer for this purpose in New York, New York, which initially will be the office of the
agent of JPMorgan Chase Bank, National Association. In the case of a transfer of only part of a Holder's
Certificated Notes, a new Certificated Note shall be issued to the transferee in respect of the part transferred and a
further new Certificated Note in respect of the balance not transferred shall be issued to the transferor. Upon the
transfer, exchange or replacement of Certificated Notes bearing the legend, or upon specific request for removal of
the legend on such a Certificated Note, the Issuer will deliver only Certificated Notes that bear the legend, or will
refuse to remove the legend, as the case may be, unless there is delivered to the Issuer satisfactory evidence, which
may include an opinion of counsel as may reasonably be required by the Issuer that neither the legend nor the
restrictions on transfer set forth therein are required to ensure compliance with the provisions of the Securities Act
or the Investment Company Act.
The Notes sold in the United States will be subject to certain restrictions on transfer set forth herein, in the
Indenture, and in the Investment Company Act and such Notes will bear the legends regarding the restrictions set
forth under "Transfer Restrictions." For a summary of the applicable transfer restrictions on the Notes, see "Transfer
Restrictions" herein. The Notes are not issuable in bearer form.
Mutilated, Defaced, Destroyed, Lost or Stolen Notes. If (a) any mutilated or defaced Note is surrendered to
the Note Registrar, or at the office of any other transfer agent appointed hereunder, or if there shall be delivered to
the Issuer, the Co-Issuer, the Trustee and the Note Registrar, or at the office of any other transfer agent appointed
hereunder (each, a "Specified Person") evidence to their reasonable satisfaction of the destruction, loss or theft of
any Note, and (b) there is delivered to the Specified Person such security or indemnity as may reasonably be
required by each Specified Person to save each of them and any agent of any of them harmless (an unsecured
indemnity agreement delivered to the Specified Person (and, if to the Trustee, in form and substance reasonably
satisfactory to the Trustee) by an institutional investor with a net worth of at least U.S.$200,000,000 being deemed
sufficient to satisfy such security or indemnity requirement), then, in the absence of notice to the Specified Persons
that such Note has been acquired by a bona fide purchaser, the Issuers in the case of the Rated Notes and the Issuer
in the case of the Income Notes shall execute and, upon written request by the Issuer, the Trustee shall authenticate
and deliver, in lieu of any such mutilated, defaced, destroyed, lost or stolen Note, a new Note of like tenor (including
the same date of issuance) and equal principal amount, registered in the same manner, dated the date of its
authentication, bearing interest from the date to which interest has been paid on the mutilated, defaced, destroyed,
lost or stolen Note and bearing a number not contemporaneously outstanding.
If, after delivery of such new Note, a bona fide purchaser of the predecessor Note presents for payment,
transfer or exchange such predecessor Note, any Specified Person shall be entitled to recover such new Note from
the Person to whom it was delivered or any Person taking therefrom, and each Specified Person shall be entitled to
recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred
by such Specified Person in connection therewith.
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