Untitled - Irish Stock Exchange

SET FORTH UNDER "TRANSFER AND OWNERSHIP RESTRICTIONS." FOR CERTAIN
RESTRICTIONS ON RESALE, SEE "DESCRIPTION OF THE NOTES—FORM, DENOMINATION,
REGISTRATION AND TRANSFER" AND "TRANSFER AND OWNERSHIP
RESTRICTIONS."TRANSFER OF THE NOTES IS SUBJECT TO THE RESTRICTIONS DESCRIBED
HEREIN, INCLUDING THAT NO SALE, PLEDGE, TRANSFER OR EXCHANGE MAY BE MADE
OF A NOTE EXCEPT (A) TO A BUYER, INTER ALIA, THAT (I) IS EITHER (A) NOT A U.S.
PERSON (AS DEFINED IN REGULATION S) OR (B) A U.S. PERSON THAT IS A QUALIFIED
INSTITUTIONAL BUYER OR AN INSTITUTIONAL ACCREDITED INVESTOR, (II) IS AWARE
THAT THE SALE TO IT IS BEING MADE IN RELIANCE ON AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (INCLUDING THAT PROVIDED
BY REGULATION S), (III) IS ACQUIRING SUCH NOTES FOR ITS OWN ACCOUNT, FOR
INVESTMENT PURPOSES ONLY, AND NOT AS A NOMINEE OR AGENT FOR THE BENEFIT OF
ANY OTHER PERSON OR ENTITY, (IV) IS NOT PURCHASING SUCH NOTES WITH A VIEW TO
THE RESALE, DISTRIBUTION OR OTHER DISPOSITION THEREOF TO A U.S. PERSON OR IN
THE UNITED STATES IN VIOLATION OF THE SECURITIES ACT, (V) IN THE CASE OF A U.S.
PERSON, IS A QUALIFIED PURCHASER WITHIN THE MEANING OF SECTION 2(a)(51) OF THE
INVESTMENT COMPANY ACT OR A "QUALIFIED PURCHASER TRANSFEREE" UNDER
RULE 3c-6 OF THE INVESTMENT COMPANY ACT, (VI) IS NOT AND IS NOT ACTING ON
BEHALF OF A BENEFIT PLAN INVESTOR (AS DEFINED HEREIN), AND (VII) IS ACTING (A) IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE UNITED STATES, ANY
STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION AND (B) IN COMPLIANCE
WITH THE CERTIFICATION AND OTHER REQUIREMENTS SET FORTH IN THE INDENTURE.
THE NOTES ARE SUBJECT TO FURTHER RESTRICTIONS ON TRANSFER. SEE "TRANSFER
AND OWNERSHIP RESTRICTIONS."
This Offering Circular has been prepared by the Issuer solely for use in connection with the
offering of the Notes described herein (the "Offering"). The Issuer accepts responsibility for the
information contained herein. To the best knowledge and belief of the Issuer (who has taken reasonable
care to ensure that such is the case), the information contained in this Offering Circular is in accordance
with the facts and does not omit anything likely to affect the import of such information and is true and
accurate in all material respects and is not misleading in any material respect. The Issuer has taken all
reasonable care to confirm that there are no other facts relating to the Issuer or the Notes, the omission of
which makes this Offering Circular as a whole or any such information contained herein, in light of the
circumstances under which it was made, misleading in any material respect. The Issuer disclaims any
obligation to update such information after the date of the completion of the Offering and does not intend
to do so. Neither the Placement Agents nor any of their respective affiliates makes any representation or
warranty as to, or assumes any responsibility for, the accuracy or completeness of the information
contained herein. Neither the Placement Agents nor any of their respective affiliates have independently
verified any such information and do not assume any responsibility for its accuracy or completeness.
Nothing contained in this Offering Circular is or should be relied upon as a promise or representation by
the Placement Agents or the Issuer as to future results or events. The Trustee has not participated in the
preparation of this Offering Circular and assumes no responsibility for its contents.
All of the statements in this Offering Circular (or in any document referred to herein) with respect
to the business of the Income Notes Issuer, and any financial projections or other forecasts, are based on
information furnished by the Income Notes Issuer. The information furnished by the Income Notes Issuer
has been accurately reproduced and as far as the Issuer is aware and are able to ascertain from the
information published by the Income Notes Issuer, no facts have been omitted which would render this
information inaccurate or misleading. Any projections or other forecasts contained herein have been
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