iesy Repository GmbH - Irish Stock Exchange

• be effectively subordinated to any existing and future Indebtedness of Subsidiaries of the Issuer that are not
Subsidiary Guarantors; and
• be represented by one or more registered Notes in global form, but in certain circumstances may be represented by
Definitive Registered Notes. See “Book-Entry, Delivery and Form.”
As of March 31, 2005, after giving pro forma effect to the Transactions, the Issuer would have had outstanding €1,625
million equivalent aggregate principal amount of Indebtedness (including the Notes).
Principal, Maturity and Interest
In this offering, the Issuer will issue €235.0 million aggregate principal amount of Euro Notes and $151.0 million
aggregate principal amount of Dollar Notes. The Notes will be issued in minimum denominations of €50,000 or $75,000, as
the case may be, and integral multiples of €1,000 or $1,000, as the case may be, in excess thereof. The Notes will mature on
February 15, 2015.
Interest on the Euro Notes will accrue at the rate of 10.125% per annum. Interest on the Dollar Notes will accrue at the
rate of 10.375% per annum. Interest on all series of the Notes will:
• accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently
paid;
• be payable in cash semi-annually in arrears on June 30 and December 31, commencing on December 31, 2005,
and on the final maturity date;
• be payable to the holder of record of that Note on June 15 and December 15 immediately preceding the related
interest payment date; and
• be computed on the basis of a 360-day year comprised of twelve 30-day months.
The rights of holders of beneficial interests in the Notes to receive the payments of interest on the Notes are subject to
applicable procedures of the book-entry depositary and Euroclear, Clearstream or DTC, as applicable.
Methods of Receiving Payments on the Notes
Principal, premium, if any, and interest on the Global Notes (as defined below) will be payable at the specified office
or agency of one or more Paying Agents; provided that all such payments with respect to Notes represented by one or more
Global Notes registered in the name of a nominee for and deposited with a common depositary of Euroclear, Clearstream or
DTC, as applicable, will be made by wire transfer of immediately available funds to the account specified by the Holder or
Holders thereof.
Principal, premium, if any, and interest on any certificated securities that do not include the global legend set forth in
the Indenture (“Definitive Registered Notes”) will be payable at the specified office or agency of one or more Paying Agents
in each of the City of London, the Borough of Manhattan, City of New York and Dublin, Ireland, in each case, maintained
for such purposes. In addition, interest on the Definitive Registered Notes may be paid by check mailed to the person entitled
thereto as shown on the register for the Definitive Registered Notes. See “—General—Paying Agent and Registrar for the
Notes.”
Paying Agent and Registrar for the Notes
The Issuer will maintain a Paying Agent for the Notes in (i) the City of London, (ii) the Borough of Manhattan, City of
New York and (iii) Dublin, Ireland, for so long as the Notes are listed on the Official List of the Irish Stock Exchange and its
rules so require. The Issuer will also undertake under the Indenture that it will ensure, to the extent practicable, that it
maintains a paying agent in a European Union member state that will not be obliged to withhold or deduct tax pursuant to the
European Union Directive 2003/48/EC regarding the taxation of savings income (the “Directive”). The initial Paying Agents
will be The Bank of New York in London, The Bank of New York, New York Branch, in New York and AIB/BNY Fund
Management (Ireland) Limited in Dublin.
The Issuer will also maintain one or more registrars (each, a “Registrar”) and a transfer agent in each of (i) the City of
London, (ii) from and after the issuance of any Definitive Notes, in the Borough of Manhattan, City of New York and (iii) for
so long as the Notes are listed on the Official List of the Irish Stock Exchange and its rules so require, Dublin, Ireland. The
initial Registrar will be The Bank of New York. The initial transfer agents will be The Bank of New York, London Branch,
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