Untitled - Irish Stock Exchange

DESCRIPTION OF THE SENIOR FACILITY
This description of the Senior Facility does not purport to be complete and is subject to, and is qualified in
its entirety by reference to, the provisions of the Credit Agreement. The definitions of certain capitalized terms can
be found in the "Description of the Notes," Appendix A and Appendix B, and an index of defined terms appears at
the back of this Offering Circular. Certain other terms used but not defined herein have the meanings specified in
the Credit Agreement. When reference is made herein to particular provisions of, or terms used in, the Credit
Agreement and the other agreements referred to herein, such reference is to the actual document, copies of which
are available from the Issuer. Under the Indenture, without the consent of the Noteholders or the Trustee, the Issuer
may, subject to certain limitations, amend, restate, supplement, modify, refinance, refund or replace the Credit
Agreement described herein. For purposes of the security, subordination and other provisions of the Indenture, the
holder of any indebtedness which refinances, refunds or replaces the indebtedness under the Credit Agreement will
have the same rights as the holders of indebtedness under the Credit Agreement.
Commitment
Under the Credit Agreement, the Lenders will commit to lend up to the Total Maximum Commitment from
time to time. The obligations of the Lenders to fund the initial borrowings under the Credit Agreement are subject
to: (i) the Issuer entering into the Indenture; (ii) the issuance by the Issuer of $8.6 million aggregate principal
amount of Class B Notes; (iii) the issuance by the Issuer of $9.9 million aggregate principal amount of Class C
Notes; (iv) the issuance by the Issuer of $16.4 million aggregate principal amount of Class D Notes; (v) the issuance
by the Issuer of $5.3 million aggregate principal amount of Class E Notes; (vi) the issuance by the Issuer of $51.9
million aggregate principal amount of the Income Notes; and (vii) the receipt of ratings of "AAA" by S&P and
"Aaa" by Moody's, respectively, for the Senior Facility; and (ix) certain other conditions.
The obligations of the Lenders to make any loan under the Senior Facility are subject to the following
conditions, among others: (i) all representations and warranties in the Credit Agreement and the Collateral
Documents remaining true and correct in all material respects; (ii) no default under the Credit Agreement existing or
resulting from such loan; and (iii) immediately after giving effect to such loan, the aggregate amount of advances
outstanding under the Senior Facility not exceeding the lesser of (x) the Total Maximum Commitment at such time
and (y) the Senior Advance Amount.
Multi-Currency Facility. The Credit Agreement will permit the Issuer to borrow up to $65,130,000 in
selected foreign currencies, including British Pounds Sterling, Canadian Dollars and the Euro (or other currency
issued by the European Monetary Union). The terms of such foreign currency borrowings will be substantially
consistent with the provisions of the Senior Facility applicable to borrowings denominated in the U.S. dollar.
Conduit Participation. Commercial paper conduits participating in the Senior Facility will be offered two
options for structuring such participation: (i) a committed line to the Issuer similar to that which will be provided by
each non-conduit Lender or (ii) an uncommitted line to the Issuer that is supported by a 364 day committed
revolving liquidity facility or loan purchase agreement from one or more Lenders. In connection with the second
option, in the event that the back-up commitments are not extended upon expiration, the back-up commitments will
be drawn in full with the proceeds being available to fund subsequent borrowings by the Issuer under the Senior
Facility.
Maturity
The commitment under the Credit Agreement will expire on August 12, 2016, subject to certain conditions
set forth therein. All outstanding amounts under the Credit Agreement must be repaid on or prior to such date.
Prepayments
Optional prepayments under the Credit Agreement will be permitted at any time, without premium (other
than funding breakage costs) in whole or in part; provided, that, among other conditions, (i) each voluntary
prepayment must be in a minimum of $1 million and integral multiples thereof and (ii) no optional prepayment of a
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