Untitled - Irish Stock Exchange

dividends and certain other U.S. source income earned by the Issuer generally will be subject to U.S. federal
withholding tax at a rate of 30 percent, unless reduced pursuant to an applicable income tax treaty. Although not
clear, the Issuer does not expect to be able to rely on the U.S.–Ireland income tax treaty, and prospective investors
should not expect that the treaty will ever be available to reduce the U.S. withholding rate. The Issuer is not
expected to receive any additional payments to "gross up" for any such withholding.
With respect to taxation under the law of Ireland, see the discussion below in "—Irish Tax Considerations."
Tax Treatment of U.S. Holders of Rated Notes
Status of the Rated Notes. The Issuer will receive an opinion from Special U.S. Income Tax Counsel that
the Rated Notes will constitute debt of the Issuer for U.S. federal income tax purposes, and each holder of a Rated
Note, by acceptance of such Rated Note, will agree to treat the Rated Notes as debt of the Issuer for such purposes.
The opinion of Special U.S. Income Tax Counsel and positions taken by the Issuer and the holders are not binding
on the IRS, however, and, as stated above, no ruling will be sought from the IRS regarding this or any other aspect
of the U.S. federal income tax treatment of the Rated Notes. Accordingly, there can be no assurance that the IRS
will not contend, and that a court will not ultimately hold, that any of the Rated Notes are equity in the Issuer. If any
Class of Rated Notes were treated as equity in, rather than debt of, the Issuer for U.S. federal income tax purposes,
there might be adverse U.S. federal income tax consequences upon the sale, redemption, retirement or other
disposition of, or the receipt of certain distributions on, such Rated Notes by a U.S. Holder of such Notes.
The remainder of this discussion assumes that the Rated Notes will be treated as debt of the Issuer for U.S.
federal income tax purposes.
Interest and Discount on the Rated Notes. Subject to the discussion below, U.S. Holders of the Rated
Notes generally will include in gross income payments of stated interest received on the Rated Notes, in accordance
with their usual method of tax accounting, as ordinary interest income from sources outside the United States.
However, if the Issue Price of a Rated Note is less than such Note's "stated redemption price at maturity"
by more than a de minimis amount, a U.S. Holder will be considered to have purchased such Rated Note with
original issue discount ("OID"). The stated redemption price at maturity of a Rated Note will be the sum of all
payments to be received on such Rated Note, other than payments of "qualified stated interest" (i.e., generally, stated
interest which is unconditionally payable in money at least annually). Subject to the discussion below, it is not
anticipated that any Class of Rated Notes will be issued with any OID.
Under the Treasury Regulations, stated interest on the Notes is unconditionally payable only if reasonable
legal remedies exist to compel timely payment, of the Notes otherwise provide terms and conditions that make the
likelihood of late payment (other than a late payment that occurs within a reasonable grace period) or nonpayment a
remote contingency. Prospective U.S. Holders should note that, because interest on the Class B Notes, the Class C
Notes, the Class D Notes and the Class E Notes is not unconditionally payable on each Payment Date (because it is
subject to blockage), such interest could fail to qualify as "qualified stated interest." In that case, all interest
payments on such Notes would be required to be accrued by a U.S. Holder under a constant yield method, regardless
of the time at which such interest is actually received. The Issuer has determined, however, that, for purposes of the
OID rules, the likelihood of interest deferral in the case of the Class B Notes and the Class C Notes is remote.
Accordingly, this summary assumes that the Class B Notes and the Class C Notes, unless such Notes are issued at
more than a de minimis discount (which is not anticipated), will not be treated as having been issued with OID, and
that U.S. Holders will, accordingly, include payments of stated interest received or accrued on the Class B Notes and
the Class C Notes in income in accordance with their method of accounting, as ordinary interest income from
sources outside the United States.
Interest and Discount on the Class D Notes and Class E Notes. In the case of the Class D Notes and the
Class E Notes, although the matter is not free from doubt, the Issuer will not treat the stated interest payable with
respect to such Notes as "qualified stated interest." Accordingly, the Issuer will treat the Class D Notes and the
Class E Notes as having been issued with OID for U.S. federal income tax purposes. The total amount of such OID
with respect to a Class D Note or a Class E Note will equal the sum of all payments to be received under such Note
less its Issue Price. A U.S. Holder of Class D Notes or Class E Notes will be required to include OID in income as it
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