Untitled - Irish Stock Exchange

the most recent available closing price or closing bid price, as the case may be); provided that bonds may not be
priced based upon the price on an Approved Exchange pursuant to this clause (x) prior to the termination (without
replacement) of the Credit Agreement, without the consent of the Administrative Agent and (y) after termination
(without replacement) of the Credit Agreement, unless the Issuer shall have notified the Trustee, Moody's and the
Holders of the Rated Notes in writing and Moody's shall not have objected within fifteen (15) days of such
disclosure, (b) the average of the bid prices at such date quoted by two Approved Dealers, or (c) the price obtained
at such date from an Approved Pricing Service.
SECTION 5.
Certain Definitions.
Followings are certain definitions used in this Appendix and elsewhere in this Offering Circular:
"Affiliate" has the meaning assigned to such term in the Credit Agreement.
"Approved Counterparty" means (i) any Lender or Affiliate of any Lender or (ii) any counterparty set
forth in the Credit Agreement (or any successor to any such listed counterparty) or any other counterparty
designated by the Issuer in writing and not objected to by the Administrative Agent or Moody's in their reasonable
discretion within 30 days of their receipt of notice of such designation; provided, however, that if the Credit
Agreement is terminated without replacement, "Approved Counterparty" means any Approved Counterparty that
was an "Approved Counterparty" immediately prior to termination of the Credit Agreement and any additional
Approved Counterparty listed in the Indenture or otherwise disclosed in writing by the Issuer to the Trustee,
Moody's and the Holders of the Rated Notes and not objected to by Moody's within 15 days of such disclosure.
"Approved Dealer" means (a) in the case of any Fund Investment that is not a U.S. Government Security,
any bank or broker-dealer set forth in the Credit Agreement (or any successor to any such listed bank or brokerdealer)
or any other bank or broker-dealer designated by the Issuer in writing and not objected to by the
Administrative Agent or Moody's in their reasonable discretion within 30 days of their receipt of notice of such
designation and (b) in the case of a U.S. Government Security, any primary dealer in U.S. Government Securities, as
reported by the FRB, which as of the date hereof maintains a website at http://www.ny.frb.org; provided, however,
that if the Credit Agreement is terminated without replacement, "Approved Dealer" means (a) in the case of a U.S.
Government Security, any primary dealer in U.S. Government Securities, as reported by the FRB, which as of the
date hereof maintains a website at http://www.ny.frb.org, and (b) in the case of any Fund Investment that is not a
U.S. Government Security any Approved Dealer that was an "Approved Dealer" immediately prior to the
termination of the Credit Agreement and any additional Approved Dealer listed in the Indenture or otherwise
disclosed in writing by the Issuer to the Trustee, Moody's and the Holders of the Rated Notes and not objected to by
Moody's within 15 days of such disclosure.
"Approved Exchange" means, with respect to any Security, any major securities or options exchange, the
NASDAQ or any other exchange or quotation system providing regularly published securities prices designated by
the Issuer in writing and not objected to by the Administrative Agent or Moody's in their reasonable discretion
within 30 days of their receipt of notice of such designation; provided, however, that if the Credit Agreement is
terminated without replacement, "Approved Exchange" means any Approved Exchange that was an "Approved
Exchange" immediately prior to the termination of the Credit Agreement plus any additional Approved Exchange
listed in the Indenture or otherwise disclosed in writing by the Issuer to the Trustee, Moody's and the Holders of the
Rated Notes and not objected to by Moody's within 15 days of such disclosure.
"Approved Industry" means a single industry category that is listed in the Credit Agreement or any other
industry category designated by the Issuer in writing, consented to by Moody's and not objected to by the
Administrative Agent in its reasonable discretion within 30 days of its receipt of notice of such designation;
provided, however, that if the Credit Agreement is terminated without replacement, "Approved Industry" means
any Approved Industry that was an "Approved Industry" immediately prior to the termination of the Credit
Agreement plus any additional Approved Industry disclosed in writing by the Issuer to the Trustee and the Holders
of the Rated Notes and consented to by Moody's.
"Approved Investment Banking Firm" means any investment banking firm set forth in the Credit
Agreement (or any successor to any such listed investment banking firm) or any other investment banking firm
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