Untitled - Irish Stock Exchange

The Notes sold in the United States or 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 be issued in certificated form only and may not be purchased by or transferred to
any Benefit Plan Investor that is subject to Section 406 of ERISA or Section 4975 of the Code, and each
purchaser of such a Note will be required to represent and warrant that such purchaser or transferee will
not transfer its interest to, any Benefit Plan Investor that is subject to Section 406 of ERISA or Section
4975 of the Code.
USE OF PROCEEDS
The net proceeds received by the Issuer (gross proceeds less expenses of the Offering of the
Notes) will be used by the Issuer exclusively to acquire the Underlying Income Notes.
PRIVATE PLACEMENT
This Offering is made by the Issuer for the purpose of enabling qualified tax-exempt U.S.
investors and Non-U.S. Holders and other investors outside of the United States, its territories or
possessions to indirectly acquire an interest in the Income Notes. The Issuer will invest substantially all
of its assets in the Underlying Income Notes. BlackRock Financial Management, Inc., a Delaware
corporation, will act as the Investment Manager of the Income Notes Issuer.
The Notes will be privately placed by Merrill Lynch, Pierce, Fenner & Smith Incorporated and its
affiliates and BlackRock Investments, Inc., an affiliate of the Investment Manager, as Placement Agents.
Pursuant to a Placement Agency Agreement to be dated the Closing Date between the Issuer and the
Placement Agents (the "Placement Agreement"), the Placement Agents have agreed, subject to
satisfaction of certain conditions, to use their best efforts to sell the Notes on behalf of the Issuer.
Pursuant to the Placement Agreement, the Issuer will agree to indemnify the other parties thereto, on a
limited recourse basis, against certain liabilities, including liabilities under the Securities Act, or to
contribute to payments the other parties thereto may be required to make in respect thereof.
Each initial purchaser of a Note on or about the Closing Date will be required to execute and
deliver an Investor Application or Investor Subscription Agreement form in form and substance
satisfactory to the Placement Agents and the Issuer.
United States
The Notes have not been and will not be registered under the Securities Act and may not be
offered or sold within the United States or to, or for the account or benefit of, U.S. Persons except
pursuant to an exemption from the registration requirements under the Securities Act.
(1) In the Placement Agreement, the Placement Agents will represent and agree that it has not offered
or sold Notes and will not offer or sell Notes except to persons who are not U.S. Persons in
accordance with Rule 903 of Regulation S or as provided in paragraph (2) below. Accordingly,
the Placement Agents will represent and agree that neither it, its affiliates (if any) nor any persons
acting on its or their behalf have engaged or will engage in any directed selling efforts with
respect to Notes, and it and they have complied and will comply with the offering restrictions
requirements of Regulation S.
(2) In the Placement Agreement, the Placement Agents will agree that it will not, acting either as
principal or agent, offer or sell any Notes in the United States other than Notes in registered form
bearing a restrictive legend thereon, and it will not, acting either as principal or agent, offer, sell,
reoffer or resell any of such Notes (or approve the resale of any of such Notes):
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