Untitled - Irish Stock Exchange

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(a) (b) except (1) inside the United States through a U.S. broker dealer that is registered under the <strong>Exchange</strong> Act to investors each of which the Placement Agents reasonably believes is a Qualified Institutional Buyer that is also a Qualified Purchaser or (2) otherwise in accordance with the restrictions on transfer set forth in such Notes, the Placement Agreement and this Offering Circular; or by means of any form of general solicitation or general advertisement, including but not limited to (1) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio and (2) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. Prior to the sale of any Notes in registered form bearing a restrictive legend thereon, the Placement Agents shall have provided each offeree with a copy of this Offering Circular in the form the Issuer and the Placement Agents shall have agreed most recently shall be used for offers and sales of the Notes. United Kingdom The Placement Agents will also represent and agree that: (1) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA received by it in connection with the issue or sale of any Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer; and (2) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to such Notes in, from or otherwise involving the United Kingdom. Cayman Islands Each Placement Agent will represent and agree that it has not made and will not make any invitation to the public in the Cayman Islands to subscribe for any of the Notes. Hong Kong Each Placement Agent will also represent and agree as follows: (1) that it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, the Notes other than to persons whose ordinary business it is to buy or sell shares of debentures (whether as principal or agent) or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32) of Hong Kong (the "Companies Ordinance"); and (2) unless it is a person permitted to do so under the securities laws of Hong Kong, it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purpose of issue, in Hong Kong, any advertisement, invitation or document relating to the Notes, other than with respect to Notes intended to be disposed of to persons outside Hong Kong or to be disposed of in Hong Kong only to persons whose business involves the acquisition, disposal, or holdings of securities, whether as principal or agent. 28
European Economic Area In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), each Placement Agent has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date") it has not made and will not make an offer of Notes to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Notes to the public in that Relevant Member State at any time: (1) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; (2) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than Euro 43,000,000 and (3) an annual net turnover of more than Euro 50,000,000, as shown in its last annual or consolidated accounts; or (3) in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an "offer of Notes to the public" in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression Japan The Notes have not been and will not be registered under the <strong>Exchange</strong> Law of Japan (Law No. 25 of 1948 as amended, the "SEL") and disclosure under the SEL has not been and will not be made with respect to the Notes. Neither the Notes nor any interest therein may be offered, sold, resold or otherwise transferred, directly or indirectly, in Japan to or for the account of any resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the SEL and all other applicable laws, regulations and guidelines promulgated by the relevant Japanese governmental and regulatory authorities. As used in this paragraph, resident of Japan means any person resident in Japan, including any corporation or other entity organized under the laws of Japan. Singapore This Offering Circular has not been registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289) of Singapore (the "SFA"). Accordingly, this Offering Circular and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of Notes may not be circulated or distributed, nor may Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to the public or any member of the public in Singapore other than: (i) to an institutional investor specified in Section 274 of the SFA; (ii) to a sophisticated investor, and in accordance with the conditions, specified in Section 275 of the SFA; or (iii) pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. 29
Page 1 and 2: If you are not the intended recipie
Page 3 and 4: THE NOTES HAVE NOT BEEN APPROVED OR
Page 5 and 6: prepared by the Income Notes Issuer
Page 7 and 8: NOTICE TO CONNECTICUT RESIDENTS THE
Page 9 and 10: IN ANOTHER RELEVANT MEMBER STATE AN
Page 11 and 12: SECURITIES LAWS OF HONG KONG, NO PE
Page 13 and 14: NOTICE TO RESIDENTS OF THE KINGDOM
Page 15 and 16: generally to subscribe for or other
Page 17 and 18: TABLE OF CONTENTS SUMMARY OF TERMS.
Page 19 and 20: SUMMARY OF TERMS The following summ
Page 21 and 22: to a transfer of Underlying Income
Page 23 and 24: Date will be required to provide th
Page 25 and 26: RISK FACTORS An investment in the N
Page 27 and 28: Expenses") will be payable by the I
Page 29 and 30: If any the Notes to be redeemed are
Page 31 and 32: In addition, all or a portion of an
Page 33 and 34: (c) the Issuer or the Income Notes
Page 35 and 36: shall send such notice to each Note
Page 37 and 38: Irish Paying Agents If and for so l
Page 39 and 40: Limited will act as the administrat
Page 41 and 42: educe the amount available to make
Page 43 and 44: (c) certificates evidencing the Not
Page 45: The Notes sold in the United States
Page 49 and 50: Payments on a Global Note will be m
Page 51 and 52: TRANSFER AND OWNERSHIP RESTRICTIONS
Page 53 and 54: Certificated Notes, the transferee
Page 55 and 56: Code), subject to Section 4975 of t
Page 57 and 58: LISTING AND GENERAL INFORMATION 1.
Page 59 and 60: INDEX OF DEFINED TERMS Following is
Page 61 and 62: U.S. Dollars.......................
Page 63 and 64: Income Notes Offering Circular Exhi
Page 65 and 66: THE NOTES HAVE NOT BEEN APPROVED OR
Page 67 and 68: the headings "Risk Factors—Confli
Page 69 and 70: NOTICE TO RESIDENTS OF BAHRAIN NO P
Page 71 and 72: OTHERWISE TRANSFER, DIRECTLY OR IND
Page 73 and 74: APPLIES; AND (C) IN COMPLIANCE WITH
Page 75 and 76: WITHIN THE MEANING OF RELEVANT SECU
Page 77 and 78: TABLE OF CONTENTS Page EXECUTIVE SU
Page 79 and 80: It is anticipated that upon consumm
Page 81 and 82: SUMMARY OF MATERIAL TERMS OF THE NO
Page 83 and 84: Payment of principal, premium (if a
Page 85 and 86: Merrill Lynch, Pierce, Fenner & Smi
Page 87 and 88: (or any other date, subject to the
Page 89 and 90: C Advance Amounts"), (D) the Senior
Page 91 and 92: therein) shall have occurred and be
Page 93 and 94: the payment of such interest for al
Page 95 and 96: financial statements for the first
Page 97 and 98:
Listing ...........................
Page 99 and 100:
RISK FACTORS An investment in the N
Page 101 and 102:
High Yield Investments. A substanti
Page 103 and 104:
eing negotiated, approved by the cr
Page 105 and 106:
Leveraged Capital Structure The Iss
Page 107 and 108:
Holders of the Senior Indebtedness,
Page 109 and 110:
commencing an involuntary case or p
Page 111 and 112:
Equity Characteristic of Income Not
Page 113 and 114:
for the Issuer at a set price and p
Page 115 and 116:
The Issuer is also authorized to en
Page 117 and 118:
Lender Liability Considerations and
Page 119 and 120:
Manager cannot be relied upon as an
Page 121 and 122:
Section 3(14) of ERISA) or "disqual
Page 123 and 124:
given to the Issuer, any charge con
Page 125 and 126:
DESCRIPTION OF THE NOTES This descr
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Indebtedness, the Class B Notes, th
Page 129 and 130:
Asset Valuation: The Investment Man
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Cancellation All Notes that are red
Page 133 and 134:
In case any such mutilated, defaced
Page 135 and 136:
distributions to the Subordinated I
Page 137 and 138:
or the Trustee on account of princi
Page 139 and 140:
Indebtedness. The security interest
Page 141 and 142:
"Reporting Date" means the Thursday
Page 143 and 144:
under and as defined in the Credit
Page 145 and 146:
Consolidations, Mergers and Sales o
Page 147 and 148:
(if any) on the Rated Notes or to e
Page 149 and 150:
Outstanding Principal Amount thereo
Page 151 and 152:
interpolation of the next shorter a
Page 153 and 154:
"Required Holders" means, at any ti
Page 155 and 156:
Eurodollar Rate Loan (as defined in
Page 157 and 158:
DESCRIPTION OF THE PLEDGE AND INTER
Page 159 and 160:
Third: to (i) principal then due an
Page 161 and 162:
THE INVESTMENT MANAGER The informat
Page 163 and 164:
(v) use of advanced hedging techniq
Page 165 and 166:
Baumgarten earned a B.S. in economi
Page 167 and 168:
Keith T. Anderson, Managing Directo
Page 169 and 170:
DESCRIPTION OF THE INVESTMENT MANAG
Page 171 and 172:
affiliates may have a potentially c
Page 173 and 174:
General THE ISSUERS The Issuer is a
Page 175 and 176:
offer and sale of the Rated Notes.
Page 177 and 178:
Investment Grade" means unrated deb
Page 179 and 180:
PLAN OF DISTRIBUTION General The Is
Page 181 and 182:
Prior to the sale of any Rated Note
Page 183 and 184:
SETTLEMENT AND CLEARING Global Note
Page 185 and 186:
Certificates for Rated Notes issued
Page 187 and 188:
none of the Issuers, the Initial Pu
Page 189 and 190:
THIS NOTE HAS BEEN ISSUED WITH "ORI
Page 191 and 192:
elow and be represented by one or m
Page 193 and 194:
IF THE TRANSFER OF THIS NOTE IS TO
Page 195 and 196:
INCOME TAX CONSIDERATIONS General T
Page 197 and 198:
dividends and certain other U.S. so
Page 199 and 200:
dividends paid to a U.S. Holder who
Page 201 and 202:
U.S. federal income tax purposes, e
Page 203 and 204:
donee/successor) or (ii) if the Not
Page 205 and 206:
PRIOR TO MAKING AN INVESTMENT IN TH
Page 207 and 208:
MARGIN STOCK Lenders (other than se
Page 209 and 210:
LISTING AND GENERAL INFORMATION 1.
Page 211 and 212:
LEGAL MATTERS Certain U.S. legal ma
Page 213 and 214:
Asset Category G-9 Investments.....
Page 215 and 216:
Emerging Market Bond ..............
Page 217 and 218:
Other Investment Vehicles .........
Page 219 and 220:
Telerate Page 3750.................
Page 221 and 222:
Senior Over-Collateralization Test
Page 223 and 224:
Asset Category Moody's Advance Rate
Page 225 and 226:
Page 227 and 228:
Page 229 and 230:
Page 231 and 232:
Page 233 and 234:
Page 235 and 236:
Notwithstanding the foregoing, for
Page 237 and 238:
"Asset Category F-2 Investments" me
Page 239 and 240:
SECTION 2. Determination of Fund In
Page 241 and 242:
Structured Product Transactions in
Page 243 and 244:
Firm or an Approved Third-Party App
Page 245 and 246:
designated by the Issuer in writing
Page 247 and 248:
(v) (vi) shares of any money market
Page 249 and 250:
country identified by the Issuer fr
Page 251 and 252:
"Investment Manager" means BlackRoc
Page 253 and 254:
issuer are unqualified and certifie
Page 255 and 256:
"Rated Note" means the Class B Note
Page 257 and 258:
"Swap Transaction" means: (i) any r
Page 259 and 260:
Senior Over-Collateralization Test
Page 261 and 262:
Class C Over-Collateralization Test
Page 263 and 264:
Class E Over-Collateralization Test
Page 265 and 266:
"Asset Category C-2 Investments" me
Page 267 and 268:
(i) (ii) (iii) (iv) with respect to
Page 269 and 270:
(ix) (x) (xi) (xii) (xiii) (xiv) (x
Page 271 and 272:
(xix) (xx) (xxi) [Reserved]; (A) th
Page 273 and 274:
terminated or liquidated early in a
Page 275 and 276:
Credit Agreement (or (x) any succes
Page 277 and 278:
similar designation the payment of
Page 279 and 280:
suffered a ratings downgrade shall
Page 281 and 282:
Securities Act (or any successor pr
Page 283 and 284:
"Reporting Date" means the Thursday
Page 285 and 286:
"Senior Advance Amount" means the S
Page 287 and 288:
Schedule A Structured Finance Oblig
Page 289 and 290:
5. CBO/CLO CASHFLOW SECURITIES -1 -
Page 291:
PRINCIPAL OFFICES OF ISSUERS BlackR
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Untitled - Irish Stock Exchange

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