See "Risk Factors" beginning on page 42 for a discussion of certain factors to be considered in connection with an investment in the Notes.

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1 ADAGIO III CLO P.L.C. (a public company with limited liability incorporated under the laws of Ireland) 153,000,000 Class A1A Senior Floating Rate Notes due ,300,000 Class A1B Senior Floating Rate Notes due ,000,000 Class A2 Senior Secured Zero Coupon Accreting Notes due ,000,000 Class A3 Senior Floating Rate Notes due ,800,000 Class B Senior Floating Rate Notes due ,500,000 Class C Senior Subordinated Deferrable Floating Rate Notes due ,500,000 Class D Senior Subordinated Deferrable Floating Rate Notes due ,500,000 Class E Senior Subordinated Deferrable Floating Rate Notes due ,392,000 Subordinated Notes due U.S.$5,000,000 Class T Combination Notes due ,000,000 Class U Combination Notes due ,000,000 Class V Combination Notes due ,000,000 Class W Combination Notes due ,250,000 Class X Combination Notes due ,000,000 Class Y Combination Notes due ,000,000 Class Z Combination Notes due ,000 of this amount of Subordinated Notes relates to Subordinated Notes in an amount of up to 47,000 which will be issued in definitive form on or about the Closing Date and will not be listed and are not offered under this Prospectus (the "Restricted Subordinated Notes" and the Notes other than the Restricted Subordinated Notes, the "Offered Notes"). 2 Each Class of Combination Notes consists of two "Components", such Components comprising, (i) in the case of the Class T Combination Notes, US Treasury Strips and Subordinated Notes, (ii) in the case of the Class U Combination Notes, OAT Strips and Subordinated Notes, (iii) in the case of the Class V Combination Notes, Class A2 Notes and Subordinated Notes, (iv) in the case of the Class W Combination Notes, Class C Notes and Subordinated Notes, (v) in the case of the Class X Combination Notes, Class C Notes and Subordinated Notes, (vi) in the case of the Class Y Combination Notes, Class B Notes and Class E Notes and (vii) in the case of the Class Z Combination Notes, Class C Notes and Subordinated Notes. The initial principal amount of each Component is included in (and not additional to) the initial principal amounts of the Class A2 Notes, the Class B Notes, the Class C Notes, the Class E Notes and the Subordinated Notes. Secured primarily by a Portfolio of Secured Senior Loans, Unsecured Senior Loans, Mezzanine Obligations, High Yield Bonds and Synthetic Securities (each as defined herein) managed by AXA Investment Managers Paris S.A. The Notes (as defined below) are being offered and sold hereby by Lehman Brothers International (Europe) and Lehman Brothers Inc. (the "Arrangers") outside the United States to non-u.s. Persons (as defined below) in offshore transactions in reliance on Regulation S (as defined below) under the Securities Act (as defined below). In addition to the offering of the Notes outside the United States, the Arrangers are concurrently offering the Notes in the United States to qualified institutional buyers (as defined below) in reliance on Rule 144A (as defined below) under the Securities Act in transactions exempt from registration under the Securities Act. See "Plan of Distribution". See "Risk Factors" beginning on page 42 for a discussion of certain factors to be considered in connection with an investment in the Notes. There is no established trading market for the Notes. Application has been made to the Irish Financial Services Regulatory Authority, as competent authority under Directive 2003/71/EC, for this prospectus (the "Prospectus ") to be approved. Such approval relates only to the Offered Notes which are to be admitted to trading on the regulated market of the Irish Stock Exchange or other European Union regulated market for the purposes of Directive 93/22/EEC or which are to be offered to the public in any Member State of the European Economic Area. There can be no assurance that such application will be approved. Application has been made to the Irish Stock Exchange for the Offered Notes to be admitted to the Official List and traded on its regulated market. This Prospectus constitutes a "prospectus" for the purposes of Directive 2003/71/EC. It is a condition of the issue and sale of the Notes that the Notes be issued with at least the following ratings from Standard & Poor's Ratings Group, a division of The McGraw-Hill Companies, Inc. ("S&P") and from Moody's Investors Service, Inc ("Moody's" and, together with S&P, the "Rating Agencies" and each, a "Rating Agency"), respectively: the Class A1A Notes: AAA and Aaa, the Class A1B Notes: AAA and Aa1, the Class A2 Notes: AAA by S&P only, the Class A3 Notes: AAA and Aaa, the Class B Notes: AA and Aa2, the Class C Notes: A and A2, the Class D Notes: BBB- and Baa3, the Class E Notes: BB- and Ba3, the Class T Combination Notes: Aaa by Moody's only, the Class U Combination Notes: Aaa by Moody's only, the Class V Combination Notes: AAA by S&P only, the Class W Combination Notes: Baa1 by Moody's only, the Class X Combination Notes: Baa3 by Moody's only, the Class Y Combination Notes: Baa2 by Moody's only and the Class Z Combination Notes: Baa1 by Moody's only. The ratings assigned by S&P to the Class A Notes and the Class B Notes (each as defined below) address the timely payment of interest and the ultimate payment of principal. The ratings assigned by S&P to the Class C Notes, the Class D Notes and the Class E Notes address the ultimate payment of principal and interest. The ratings assigned by Moody's to the Class A Notes and the Class B Notes address the expected loss posed to the investors by the legal final maturity date. In Moody's opinion, the structure allows for the timely payment of interest and the ultimate payment of principal with respect to the Class A Notes and the Class B Notes by the legal final maturity date. The ratings assigned by Moody's to the Class C Notes, the Class D Notes and the Class E Notes address the expected loss posed to the investors by the legal final maturity date. In Moody's opinion, the structure allows for the ultimate payment of principal and interest with respect to the Class C Notes, the Class D Notes and the Class E Notes by the legal final maturity date. The ratings assigned by S&P and Moody's to the Class T Combination Notes, the Class U Combination Notes, the Class V Combination Notes, the Class X Combination Notes, the Class Y Combination Notes and the Class Z Combination Notes only apply to the ultimate payment of principal and the rating assigned by Moody's to the Class W Combination Notes addresses only the return of principal and payment of interest thereon at the rate of per cent. per annum (the "Class W Rated Coupon"). With respect to each Class of the Combination Notes the ratings assigned by S&P or Moody's, as the case may be, do not address the likelihood of such Class being redeemed pursuant to Condition 7(b) (Optional Redemption), and in such event the ratings assigned by S&P or Moody's, as applicable, would only address the principal amount of the relevant rated Component. The Subordinated Notes (as defined below) being offered hereby will not be rated. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the applicable rating agency. Moody's ratings address only the credit risks associated with the transaction. Other non-credit risks have not been addressed, but may have a significant effect on yield to investors. The structure of the Class A2 Notes allows for the ultimate repayment of an amount equal to their principal amount of 20,000,000, or to the Class A2 Principal Amount Accreted Value (as defined herein) in case of optional redemption at the option of the holders of the Subordinated Notes on or before the Maturity Date. Certain pledged assets of the Issuer (as defined below) are the sole source of payments on the Notes. The Notes are not obligations of, and are not insured or guaranteed by, any of the Class A Noteholders, the Class B Noteholders, the Class C Noteholders, the Class D Noteholders, the Class E Noteholders, the Subordinated Noteholders, the Combination Noteholders, the Portfolio Manager, the Collateral Administrator, the Arrangers, the Initial Hedge Counterparty or the Trustee (as each such respective parties are defined herein) or any of their respective Affiliates (as defined below). The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") and, subject to certain exceptions, may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation S")). The Offered Notes will be offered and sold only: (a) outside the United States to non-u.s. Persons in compliance with Regulation S under the Securities Act ("Regulation S Offered Notes"), (b) within the United States to persons who are "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) (a "QIB") in reliance on Rule 144A under the Securities Act who are also qualified purchasers ("Qualified Purchasers") for the purposes of section 3(c)(7) of the U.S. Investment Company Act of 1940 (as amended, the "Investment Company Act"), and (c) in the case of the Subordinated Notes and the Combination Notes only (the "U.S. Restricted Notes"), to persons who are both Accredited Investors (as defined herein) and either Qualified Purchasers or Knowledgeable Employees (as defined herein). The Restricted Subordinated Notes will be sold only outside the United States to non-u.s. Persons in compliance with Regulation S under the Securities Act (the Restricted Subordinated Notes together with the Regulation S Offered Notes, the "Regulation S Notes"). The Issuer will not be registered under the Investment Company Act. Interests in the Notes will be subject to certain restrictions on transfer. See "Plan of Distribution" and "Transfer Restrictions". Each purchaser of the Notes offered hereby in making its purchase will be deemed to have made certain acknowledgements, representations and agreements as set out under "Transfer Restrictions". Notes Initial Aggregate Principal Amount Interest Rate Issue Price Stated Maturity A1A 153,000,000 6 month EURIBOR % 100% 15 September 2022 A1B 38,300,000 6 month EURIBOR % 100% 15 September 2022 A2 20,000, % 68% 15 September 2022 A3 150,000,000 6 month EURIBOR % 100% 15 September 2022 B 25,800,000 6 month EURIBOR % 100% 15 September 2022 C 31,500,000 6 month EURIBOR % 100% 15 September 2022 D 28,500,000 6 month EURIBOR % 100% 15 September 2022 E 17,500,000 6 month EURIBOR % 100% 15 September 2022 Subordinated Notes 50,392,000 Available funds basis 100%* 15 September 2022 Combination Notes Initial Aggregate Principal Amount Combination Note Rated Coupon Issue Price Stated Maturity T U.S.$5,000, % 100% 15 September 2022 U 5,000, % 100% 15 September 2022 V 20,000, % 100% 15 September 2022 W 6,000, % 100% 15 September 2022 X 9,250, % 100% 15 September 2022 Y 10,000, % 100% 15 September 2022 Z 10,000, % 100% 15 September 2022 * All of the Subordinated Notes other than the Restricted Subordinated Notes The Offered Notes are offered by the Arrangers subject to their right to reject any order in whole or in part. It is expected that the Notes will be ready for delivery in book-entry form on or about 17 August (the "Closing Date"), only through the facilities of Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear"), Clearstream Banking, société anonyme ("Clearstream, Luxembourg") and the Depositary Trust Company ("DTC"). The Arrangers expect to subscribe for or place the Offered Notes and may do so in individually negotiated transactions at prices other than the prices set out herein. The Subordinated Notes and Combination Notes are offered from time to time at varying prices to be determined at the time of sale. The Offered Notes offered hereby will be issued in minimum denominations of 250,000 in the case of Notes sold to Qualified Purchasers pursuant to Rule 144A and the U.S. Restricted Notes and 100,000 in the case of Notes sold pursuant to Regulation S and in each case, in integral multiples of 1,000 in excess thereof. The Restricted Subordinated Notes will be issued in minimum denominations of 1,000 and integral multiples of 1,000 in excess thereof. The date of this Prospectus is 16 August 2006.

2 Adagio III CLO P.L.C. (the "Issuer") will issue 153,000,000 Class A1A Senior Floating Rate Notes due 2022 (the "Class A1A Notes"), 38,300,000 Class A1B Senior Floating Rate Notes due 2022 (the "Class A1B Notes" and together with the Class A1A Notes, the "Class A1 Notes"), 20,000,000 Class A2 Senior Zero Coupon Accreting Notes due 2022 (the "Class A2 Notes"), 150,000,000 Class A3 Senior Floating Rate Notes due 2022 (the "Class A3 Notes" and together with the Class A1 Notes and the Class A2 Notes, the "Class A Notes"), 25,800,000 Class B Senior Floating Rate Notes due 2022 (the "Class B Notes"), 31,500,000 Class C Senior Subordinated Deferrable Floating Rate Notes due 2022 (the "Class C Notes"), 28,500,000 Class D Senior Subordinated Deferrable Floating Rate Notes due 2022 (the "Class D Notes"), 17,500,000 Class E Senior Subordinated Deferrable Floating Rate Notes due 2022 (the "Class E Notes" and, together with the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes, the "Rated Notes" which expression shall include, where applicable, the Combination Notes, (as defined below)), 50,392,000 Subordinated Notes due 2022 (the "Subordinated Notes"), U.S.$5,000,000 Class T Combination Notes due 2022 (the "Class T Combination Notes"), 5,000,000 Class U Combination Notes due 2022 (the "Class U Combination Notes"), 20,000,000 Class V Combination Notes due 2022 (the "Class V Combination Notes"), 6,000,000 Class W Combination Notes due 2022 (the "Class W Combination Notes"), 9,250,000 Class X Combination Notes due 2022 (the "Class X Combination Notes", 10,000,000 Class Y Combination Notes due 2022 (the "Class Y Combination Notes") and 10,000,000 Class Z Combination Notes due 2022 (the "Class Z Combination Notes" and together with the Class T Combination Notes, the Class U Combination Notes, the Class V Combination Notes, the Class W Combination Notes, the Class X Combination Notes and the Class Y Combination Notes, the "Combination Notes" and, the Combination Notes together with the Rated Notes and the Subordinated Notes, the "Notes"). The Notes will be issued pursuant to a trust deed (the "Trust Deed") to be dated on or about 17 August 2006 between the Issuer and The Bank of New York, London Branch as security trustee and note trustee (the "Trustee"), as amended and supplemented. The net proceeds of the offering of the Notes will be applied by the Issuer to purchase a portfolio (the "Portfolio") of Secured Senior Loans, Unsecured Senior Loans, Mezzanine Obligations, High Yield Bonds and Synthetic Securities, which Portfolio will be charged and assigned under the Trust Deed, by the Issuer to the Trustee on behalf of the holders of the Class A Notes (the "Class A Noteholders"), the holders of the Class B Notes (the "Class B Noteholders"), the holders of the Class C Notes (the "Class C Noteholders"), the holders of the Class D Notes (the "Class D Noteholders"), the holders of the Class E Notes (the "Class E Noteholders"), the holders of the Subordinated Notes (the "Subordinated Noteholders") and the holders of the Combination Notes (the "Combination Noteholders" and, together with the Class A Noteholders, the Class B Noteholders, the Class C Noteholders, the Class D Noteholders, the Class E Noteholders and the Subordinated Noteholders, the "Noteholders") and certain other secured parties. AXA Investment Managers Paris S.A. will act as Portfolio Manager (as defined in "Summary" below) for the Portfolio. The Rated Notes (other than the Class A2 Notes) will bear interest from 17 August 2006 at a floating rate, and with a margin of per cent. per annum in respect of the Class A1A Notes, per cent. per annum in respect of the Class A1B Notes, per cent. per annum in respect of the Class A3 Notes, per cent. per annum in the case of the Class B Notes, per cent. per annum in the case of the Class C Notes, per cent. per annum in respect of the Class D Notes and per cent. per annum in respect of the Class E Notes above the euro-zone interbank fixed rates for 6 month euro deposits ("6-month Euribor") except for the first interest period where the applicable margin above a rate derived from the linear interpolation of the euro-zone interbank fixed rates for 6 month euro deposits and the euro-zone interbank fixed rates for 7 month euro deposits will be used. Interest on the Subordinated Notes will be paid on an available funds basis. Interest on the Class A1 Notes, the Class A3 Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes and the Subordinated Notes will accrue from the Closing Date and be payable semi-annually in arrears on 15 March and 15 September of each year, commencing on 15 March 2007 (subject to adjustment for non-business Days (as defined in "Conditions of the Notes" below)) in accordance with the terms and conditions (the "Conditions") of the Notes, at maturity and upon any redemption of the Notes (each, a "Payment Date"). On each Payment Date on which payments, whether from Principal Proceeds or Interest Proceeds (each as defined in "Conditions of the Notes") are made or upon redemption, a portion of such payment shall be allocated to the Combination Notes in the proportion that the principal amount of each Component of such Combination Note bears to the principal amount of the related Class of Notes as a whole (including the related Component). No amount of principal in respect of the Class B Notes shall become due and payable until redemption and payment in full of the Class A Notes, no amount of principal (for the avoidance of doubt, excluding Deferred Interest) in respect of the Class C Notes shall become due and payable until redemption and - ii -

3 payment in full of the Class A Notes and the Class B Notes, no amount of principal (for the avoidance of doubt, excluding Deferred Interest) in respect of the Class D Notes shall become due and payable until redemption and payment in full of the Class A Notes, the Class B Notes and the Class C Notes, no amount of principal (for the avoidance of doubt, excluding Deferred Interest) in respect of the Class E Notes shall become due and payable until redemption and payment in full of the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes and no amount of principal in respect of the Subordinated Notes shall become due and payable until redemption and payment in full of each of the other Classes of Notes. The Notes will be limited recourse debt obligations of the Issuer. Payments of interest on the Class A Notes will rank senior in right of payment to payments of principal and interest in respect of each other Class of Notes and payments of principal on the Class A Notes will rank senior in right of payment to payments of principal in respect of each other Class of Notes subject to Condition 3(c)(ii)(S) and (CC)(Application of Interest Proceeds). Payments of interest on the Class B Notes will be subordinated in right of payment to payments of interest in respect of the Class A Notes and payments of principal on the Class B Notes will be subordinated in right of payment to payments of interest and principal in respect of the Class A Notes. Payments of interest on the Class B Notes will rank senior in right of payment to payments of interest and principal on the Class C Notes, the Class D Notes, the Class E Notes and the Subordinated Notes. Payments of principal on the Class B Notes will rank senior in right of payment to payments of principal on the Class C Notes, the Class D Notes, the Class E Notes and the Subordinated Notes subject to Condition 3(c)(ii)(S) and (CC)(Application of Interest Proceeds). Payments of interest on the Class C Notes will be subordinated in right of payment to payments of interest in respect of the Class A Notes and the Class B Notes. Payments of principal on the Class C Notes will be subordinated in right of payment to payments of principal and interest in respect of the Class A Notes and the Class B Notes (for the avoidance of doubt, excluding Deferred Interest). Payments of interest on the Class C Notes will rank senior in right of payment to payments of interest and principal on the Class D Notes, the Class E Notes and the Subordinated Notes. Payments of principal on the Class C Notes will rank senior in right of payment to payments of principal on the Class D Notes, the Class E Notes and the Subordinated Notes subject to Condition 3(c)(ii)(S) and (CC)(Application of Interest Proceeds). Payments of interest on the Class D Notes will be subordinated in right of payment to payments of interest in respect of the Class A Notes, the Class B Notes and the Class C Notes. Payments of principal on the Class D Notes will be subordinated in right of payment to payments of principal and interest on the Class A Notes, the Class B Notes and the Class C Notes (for the avoidance of doubt, excluding Deferred Interest). Payments of interest on the Class D Notes will rank senior in right of payment to payments of interest and principal on the Class E Notes and the Subordinated Notes. Payments of principal on the Class D Notes will rank senior in right of payment to payments of principal on the Class E Notes and the Subordinated Notes subject to Condition 3(c)(ii)(S) and (CC)(Application of Interest Proceeds). Payment of interest on the Class E Notes will be subordinated in right of payment to payments of interest in respect of the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes. Payments of principal on the Class E Notes will be subordinated in right of payment to payments of principal and interest on the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes (for the avoidance of doubt, excluding Deferred Interest). Payments of interest on the Class E Notes will rank senior in right of payment to payments of interest and principal on the Subordinated Notes. Payments of principal on the Class E Notes will rank senior in right of payment to payments of principal on the Subordinated Notes. Interest Proceeds shall be paid on the Subordinated Notes on each Payment Date in accordance with the priority of payments on an available funds basis. All payments on the Subordinated Notes will be subordinated in right of payment to such payments in respect of the Rated Notes. Each Component of the Combination Notes shall rank in accordance with the Class of Notes represented thereby. The Notes shall be redeemed by the Issuer, in whole but not in part, on (a) any Payment Date falling on or after expiry of the Non-Call Period, at the request in writing of the holders of at least 66 2 / 3 per cent. of the Principal Amount Outstanding (as defined herein) of the Subordinated Notes, (b) any Payment Date falling after the Non-Call Period but during the Reinvestment Period at the discretion of the Portfolio Manager, (c) any Payment Date falling after the occurrence of a Collateral Tax Event (as defined herein) at the request in writing of the holders of at least 66 2 / 3 per cent. of the Principal Amount Outstanding of - iii -

4 the Subordinated Notes, or (d) any Payment Date falling after the occurrence of a Note Tax Event (as defined herein) at the request in writing of the holders of at least 66 2 / 3 per cent. of the Principal Amount Outstanding of each of the Controlling Class and of the Subordinated Notes at such time, in each case, subject to the satisfaction of certain conditions set out herein. Certain Classes of the Notes will be subject to mandatory redemption in whole or in part on each Payment Date to the extent any Coverage Test (as defined herein) is not satisfied or upon the occurrence of an Effective Date Rating Event (as defined herein), as further described herein. See Condition 7 (Redemption and Purchase). Save for the information contained in the section of this Prospectus headed "The Portfolio Manager", the Issuer accepts responsibility for the information contained in this Prospectus and to the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information. The delivery of this Prospectus at any time does not imply that the information herein is correct at any time subsequent to the date of this Prospectus. The Portfolio Manager accepts responsibility for the accuracy and completeness of the information contained in the section of this Prospectus headed "The Portfolio Manager". To the best of the knowledge and belief of the Portfolio Manager (which has taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit any material fact likely to affect the import of such information. The Portfolio Manager accepts no responsibility for the accuracy and completeness of any other information contained in this Prospectus. None of the Issuer (with respect to the section of this Prospectus headed "The Portfolio Manager" and the subsection headed "Initial Hedge Counterparty" of the section of this Prospectus headed "Hedging Arrangements" only), Lehman Brothers International (Europe) and Lehman Brothers Inc., in their respective capacities as Arrangers in respect of the Offered Notes, the Trustee, the Collateral Administrator, (save in respect of the subsection headed "Initial Hedge Counterparty" of the section of this Prospectus headed "Hedging Arrangements") the Initial Hedge Counterparty or (save in respect of the subsection headed "The Portfolio Manager") the Portfolio Manager has separately verified the information contained in this Prospectus and, accordingly, none of the Issuer (with respect to the section of this Prospectus headed "The Portfolio Manager" and the subsection headed "Initial Hedge Counterparty" of the section of this Prospectus headed "Hedging Arrangements" only), the Arrangers, the Trustee, the Collateral Administrator, (save in respect of the subsection headed "Initial Hedge Counterparty" of the section of this Prospectus headed "Hedging Arrangements") the Initial Hedge Counterparty or (save in respect of the section headed "The Portfolio Manager") the Portfolio Manager makes any representation, recommendation or warranty, express or implied, regarding the accuracy, adequacy, reasonableness or completeness of the information contained in this Prospectus or in any further notice or other document which may at any time be supplied in connection with the Notes or their distribution or accepts any responsibility or liability therefor. None of the Arrangers, the Trustee, the Collateral Administrator, the Portfolio Manager or the Initial Hedge Counterparty undertakes to review the financial condition or affairs of the Issuer during the life of the arrangements contemplated by this Prospectus nor to advise any investor or potential investor in the Notes of any information coming to the attention of the Arrangers, the Trustee, the Collateral Administrator or the Portfolio Manager which is not included in this Prospectus. This Prospectus does not constitute an offer of, or an invitation by or on behalf of, the Issuer, the Arrangers, the Portfolio Manager, the Initial Hedge Counterparty or any Affiliate (as defined below) of the Arrangers, the Portfolio Manager or the Initial Hedge Counterparty or any other Person, to subscribe for or purchase, any of the Notes in any jurisdiction to any person to whom it is unlawful to make such an offer or invitation in such jurisdiction. The distribution of this Prospectus and the offering of the Notes in certain jurisdictions may be restricted by law. In particular, the communication constituted by this Prospectus is directed only at persons who (i) are outside the United Kingdom or (ii) have professional experience in matters relating to investments or (iii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated association etc") of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. For a description of certain further restrictions on offers and sales of Notes and the distribution and issue of this Prospectus and other documents, see "Transfer Restrictions" below. - iv -

5 In connection with the issue and sale of the Notes, no person is authorised to give any information or to make any representation not contained in this Prospectus and, if given or made, such information or representation must not be relied upon as having been authorised by or on behalf of the Issuer. The delivery of this Prospectus at any time does not imply that the information contained in it is correct as at any time subsequent to its date. Any investment in Notes does not have the status of a bank deposit and is not within the scope of the deposit protection scheme operated by the Irish Financial Services Regulatory Authority (the"financial Regulator"). The Issuer is not and will not be regulated by the Financial Regulator as a result of issuing the Notes. Application has been made to the Financial Regulator for this Prospectus to be approved as required by the Prospectus (Directive 2003/71/EC) Regulations 2005 (the "Prospectus Regulations") (which implement Directive 2003/71/EC (the "Prospectus Directive") in Ireland). Upon approval of this Prospectus by the Financial Regulator, this Prospectus will be filed with the Irish Companies Registration Office in accordance with Regulation 38(1)(b) of the Prospectus Regulations. STABILISATION IN CONNECTION WITH THIS ISSUE, LEHMAN BROTHERS INTERNATIONAL (EUROPE) OR ANY PERSON ACTING FOR IT MAY OVER-ALLOT (PROVIDED THAT THE AGGREGATE PRINCIPAL AMOUNT OF NOTES ALLOTTED DOES NOT EXCEED 105 PER CENT. OF THE AGGREGATE PRINCIPAL AMOUNT OF THE NOTES) OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL FOR A LIMITED PERIOD AFTER THE CLOSING DATE BUT NONE OF THESE ACTIVITIES WILL TAKE PLACE IN OR FROM IRELAND. HOWEVER, THERE IS NO ASSURANCE THAT LEHMAN BROTHERS INTERNATIONAL (EUROPE), LEHMAN BROTHERS INC. OR ANY PERSON ACTING FOR EITHER OF THEM WILL UNDERTAKE STABILISING ACTION. ANY STABILISING ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE DISCLOSURE OF THE TERMS OF THE OFFER OF THE NOTES IS MADE, AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE OF THE NOTES AND 60 DAYS AFTER THE DATE OF ALLOTMENT OF THE NOTES. FORWARD LOOKING STATEMENTS ANY PROJECTIONS, FORECASTS AND ESTIMATES AND CERTAIN OTHER STATEMENTS CONTAINED HEREIN ARE FORWARD LOOKING STATEMENTS AND ARE BASED UPON CERTAIN ASSUMPTIONS. FORWARD LOOKING STATEMENTS ARE NECESSARILY SPECULATIVE IN NATURE, AND SOME OR ALL OF THE ASSUMPTIONS UNDERLYING THOSE STATEMENTS MAY NOT MATERIALISE OR MAY VARY SIGNIFICANTLY FROM ACTUAL RESULTS. ACTUAL RESULTS MAY VARY FROM THOSE ANTICIPATED BY FORWARD LOOKING STATEMENTS AND THE VARIATIONS MAY BE MATERIAL. SOME IMPORTANT FACTORS THAT COULD CAUSE THE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN ANY FORWARD LOOKING STATEMENTS INCLUDE CHANGES IN INTEREST RATES, CURRENCY EXCHANGE RATES, LEVELS OF DEFAULTS OF THE COLLATERAL DEBT OBLIGATIONS AND LEVELS OF RECOVERIES WHERE DEFAULTS OCCUR, MARKET, FINANCIAL OR LEGAL UNCERTAINTIES AND THE TIMING OF ACQUISITION OF ANY FURTHER COLLATERAL DEBT OBLIGATIONS AMONGST OTHERS. CONSEQUENTLY, THE INCLUSION OF PROJECTIONS HEREIN SHOULD NOT BE REGARDED AS A REPRESENTATION BY THE ISSUER, THE ARRANGERS, THE PORTFOLIO MANAGER, THE COLLATERAL ADMINISTRATOR, THE TRUSTEE, THE AGENTS AND THE INITIAL HEDGE COUNTERPARTY OR ANY OF THEIR RESPECTIVE AFFILIATES OR ANY OTHER PERSON OR ENTITY OF THE RESULTS THAT WILL ACTUALLY BE ACHIEVED BY THE ISSUER. YOU SHOULD ALSO CAREFULLY REVIEW THE FACTORS SET FORTH UNDER "RISK FACTORS". NONE OF THE ISSUER, THE ARRANGERS, THE PORTFOLIO MANAGER, THE COLLATERAL ADMINISTRATOR, THE TRUSTEE, THE AGENTS AND THE INITIAL HEDGE COUNTERPARTY OR ANY OF THEIR RESPECTIVE AFFILIATES HAS ANY - v -

6 OBLIGATION TO UPDATE OR OTHERWISE REVISE FORWARD LOOKING STATEMENTS, INCLUDING ANY REVISIONS TO REFLECT CHANGES IN ECONOMIC CONDITIONS OR OTHER CIRCUMSTANCES ARISING AFTER THE DATE HEREOF OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS, EVEN IF THE UNDERLYING ASSUMPTIONS DO NOT COME TO FRUITION. CURRENCIES Unless otherwise specified or the context requires, references to "euro" and " " are to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty establishing the European Community, as amended. See "Glossary of Defined Terms" for details of the pages on which capitalised terms used herein are defined. IMPORTANT NOTICE IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached Prospectus accessed from this page or otherwise received as a result of such access and you are therefore advised to read this disclaimer page carefully before reading, accessing or making any other use of the attached Prospectus. In accessing the attached Prospectus, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access. Confirmation of Your Representation: You have been sent the attached Prospectus on the basis that you have confirmed to Lehman Brothers International (Europe) being the sender of the attached that (i) the address to which it has been delivered is not located in the United States of America, its territories and possessions, any State of the United States and the District of Colombia; and "possessions" include Puerto Rico, the US Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands and (ii) that you consent to delivery by electronic transmission. This Prospectus has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of Lehman Brothers International (Europe), its Affiliates (or any Person who controls it or any director, officer, employee or agent of it, or Affiliate of any such Person) accepts any liability or responsibility whatsoever in respect any difference between the Prospectus distributed to you in electronic format and the hard copy version available to you on request from Lehman Brothers International (Europe). You are reminded that the attached Prospectus has been delivered to you on the basis that you are a person into whose possession this Prospectus may be lawfully delivered in accordance with the laws of jurisdiction in which you are located and you may not nor are you authorised to deliver this Prospectus to any other person. Restrictions: Nothing on this electronic transmission constitutes an offer of securities for sale in the United States or any other jurisdiction. Any securities to be issued will not be registered under the Securities Act and may not be offered or sold in the United States or to or for the account or benefit of U.S. Persons (as such terms are defined in Regulation S under the Securities Act) unless registered under the Securities Act or pursuant to an exemption from such registration. NOTICE TO NEW HAMPSHIRE RESIDENTS NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES (THE "RSA") WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR - vi -

7 TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH. INFORMATION AS TO PLACEMENT WITHIN THE UNITED STATES The Issuer has not been registered under the Investment Company Act (as defined below). Each purchaser of an interest in the Notes (other than a non-u.s. Person) will be deemed to have represented and agreed that it is a qualified purchaser within the meaning of Section 3(c)(7) of the Investment Company Act (a "QP") (or, in the case of U.S. Restricted Notes, a "Knowledgeable Person" within the meaning of Rule 3c-5 of the Investment Company Act) and will also be deemed to have made the representations set out in "Transfer Restrictions" herein. The purchaser of any Note, by such purchase, agrees that such Note is being acquired for its own account and not with a view to distribution and may be resold, pledged or otherwise transferred only (1) to the Issuer (upon redemption thereof or otherwise), (2) to a person the purchaser reasonably believes is a "qualified institutional buyer" (as defined in Rule 144A) (a "QIB"), which is also a QP, in a transaction meeting the requirements of Rule 144A, or (3) outside the United States to a non-u.s. Person in an offshore transaction in reliance on Regulation S, in each case, in compliance with the Trust Deed and all applicable securities laws of any state of the United States or any other jurisdiction. See "Transfer Restrictions". In making an investment decision, investors must rely on their own examination of the Issuer and the terms of the Notes and the offering thereof described herein, including the merits and risks involved. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH, OR APPROVED BY, ANY UNITED STATES FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE. PROSPECTIVE INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS PROSPECTUS AS LEGAL, INVESTMENT, ACCOUNTING, TAX OR OTHER ADVICE. EACH PROSPECTIVE INVESTOR MUST RELY UPON HIS OR HER OWN REPRESENTATIVES AND PROFESSIONAL ADVISERS, INCLUDING HIS OR HER OWN LEGAL COUNSEL AND ACCOUNTANTS, AS TO LEGAL, ECONOMIC, TAX AND RELATED ASPECTS OF THE INVESTMENT IN THE NOTES. AN INVESTMENT IN THE NOTES MAY NOT BE SUITABLE FOR ALL RECIPIENTS OF THIS PROSPECTUS. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE NOTES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. This Prospectus has been prepared by the Issuer solely for use in connection with the offering of the Offered Notes described herein (the "Offering"). The Issuer and the Arrangers reserve the right to reject any offer to purchase Notes in whole or in part for any reason, or to sell less than the stated initial principal amount of any Class of Notes offered hereby. This Prospectus is personal to each offeree to whom it has been delivered by the Issuer, the Arrangers or any Affiliate thereof and does not constitute an offer to any other person or to the public generally to subscribe for or otherwise acquire the Notes. Distribution of this Prospectus to any persons other than the offeree and those persons, if any, retained to advise such offeree with respect thereto is unauthorised and any disclosure of any of its contents, without the prior written consent of the Issuer, is prohibited. Each prospective purchaser in the United States, by accepting delivery of this Prospectus, agrees to the foregoing and to make no photocopies of this Prospectus or any documents related hereto. AVAILABLE INFORMATION To permit compliance with Rule 144A under the Securities Act in connection with the sale of the Notes, the Issuer will be required pursuant to the Trust Deed to furnish, upon request of a holder of a Note, to - vii -

8 such holder and a prospective purchaser designated by such holder, the information required to be delivered under Rule 144A(d)(4) under the Securities Act if at the time of the request the Issuer is not a reporting company under Section 13 or Section 15(d) of the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), or exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act. All information made available by the Issuer pursuant to the terms of this paragraph may also be obtained during usual business hours free of charge at the office of the Paying Agent in Luxembourg. ENFORCEABILITY OF JUDGMENTS The Issuer is a public company incorporated with limited liability under the laws of Ireland. Certain of the Issuer's assets are located outside the United States. None of the officers and directors of the Issuer are residents of the United States. As a result, it may not be possible for investors to effect service of process within the United States upon the Issuer or the officers and directors of the Issuer with respect to matters arising under the federal or state securities laws of the United States, or to enforce against them judgments of courts of the United States predicated upon the civil liability provisions of such securities laws. There is doubt as to the enforceability in the United Kingdom and in Ireland, in original actions or in actions for the enforcement of judgments of US courts, of civil liabilities predicated solely upon such securities laws. AUSTRALIA SELLING RESTRICTIONS NEITHER THIS PROSPECTUS NOR ANY OTHER PROSPECTUS OR DISCLOSURE DOCUMENT IN RELATION TO THE NOTES HAS BEEN LODGED WITH, OR REGISTERED BY, THE AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION ("ASIC"). (i) (ii) NO OFFER OR INVITATION OF AN OFFER OF THE NOTES FOR ISSUE OR SALE HAS BEEN MADE OR WILL BE MADE IN AUSTRALIA (INCLUDING AN OFFER OR INVITATION WHICH IS RECEIVED BY A PERSON IN AUSTRALIA); AND NO DISTRIBUTION OR PUBLICATION OF THIS PROSPECTUS OR ANY OTHER OFFERING MATERIAL OR ADVERTISEMENT RELATING TO THE NOTES IN AUSTRALIA HAS BEEN MADE OR WILL BE MADE, UNLESS (a) THE MINIMUM AGGREGATE CONSIDERATION PAYABLE BY EACH OFFEREE IS AT LEAST A$500,000 (DISREGARDING MONEYS LENT BY THE OFFEROR OR ITS ASSOCIATES) OR THE OFFER OTHERWISE DOES NOT REQUIRE DISCLOSURE TO INVESTORS IN ACCORDANCE WITH PART 6D.2 OF THE CORPORATIONS ACT, AND (b) SUCH ACTION COMPLIES WITH ALL APPLICABLE LAWS AND REGULATIONS. AUSTRIA SELLING RESTRICTIONS THE NOTES MAY ONLY BE OFFERED IN THE REPUBLIC OF AUSTRIA IN COMPLIANCE WITH THE PROVISIONS OF THE AUSTRIAN CAPITAL MARKET ACT AND OTHER LAWS APPLICABLE IN THE REPUBLIC OF AUSTRIA GOVERNING THE OFFER AND SALE OF THE NOTES IN THE REPUBLIC OF AUSTRIA. THE NOTES ARE NOT REGISTERED OR OTHERWISE AUTHORISED FOR PUBLIC OFFER EITHER UNDER THE CAPITAL MARKET ACT OR THE INVESTMENT FUND ACT. THE RECIPIENTS OF THE PROSPECTUS AND OTHER SELLING MATERIAL WITH RESPECT TO THE NOTES HAVE BEEN INDIVIDUALLY SELECTED AND ARE TARGETED EXCLUSIVELY ON THE BASIS OF A PRIVATE PLACEMENT. ACCORDINGLY, THE NOTES MAY NOT BE, AND ARE NOT BEING, OFFERED OR ADVERTISED PUBLICLY OR OFFERED SIMILARLY UNDER EITHER THE CAPITAL MARKET ACT OR THE INVESTMENT FUND ACT. NO OFFER WILL BE MADE TO ANY PERSONS OTHER THAN THE RECIPIENTS TO WHOM THE PROSPECTUS IS PERSONALLY ADDRESSED. BELGIUM SELLING RESTRICTIONS THE ISSUER REPRESENTS AND AGREES THAT IT HAS NOT OFFERED OR SOLD AND WILL NOT OFFER OR SELL, DIRECTLY OR INDIRECTLY, AT THE TIME OF THE PLACING, ANY OF THE NOTES BY WAY OF A PUBLIC OFFERING IN BELGIUM AND/OR THAT THE NOTES WILL BE OFFERED ONLY TO PERSONS FALLING UNDER THE DEFINITION OF A PROFESSIONAL INVESTOR IN ACCORDANCE WITH THE ROYAL DECREE OF 7 JULY viii -

9 CANADA SELLING RESTRICTIONS NOTICE TO RESIDENTS IN THE PROVINCE OF QUEBEC THIS PROSPECTUS IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE CONSTRUED AS, AN ADVERTISEMENT OR PUBLIC OFFERING OF THE NOTES DESCRIBED HEREIN. NO SECURITIES COMMISSION OR SIMILAR AUTHORITY IN CANADA HAS IN ANY WAY PASSED JUDGEMENT ON THE MERITS OF THE NOTES DESCRIBED HEREIN AND ANY REPRESENTATION TO THE CONTRARY IS AN OFFENCE. NO INVITATION MAY BE MADE TO THE PUBLIC IN THE PROVINCE OF QUEBEC IN CANADA TO SUBSCRIBE FOR THE NOTES. NO PRELIMINARY OR FINAL PROSPECTUS IS BEING FILED WITH THE SECURITIES COMMISSION OF THE PROVINCE OF QUEBEC WITH RESPECT TO THE OFFERING OF THE NOTES, WHICH IS BEING MADE SOLELY PURSUANT TO EXEMPTIONS FROM PROSPECTUS REQUIREMENTS UNDER SECURITIES LEGISLATION OF THE PROVINCE OF QUEBEC. THE ISSUER DOES NOT INTENT TO FILE A PROSPECTUS OR OTHERWISE BECOME A 'REPORTING ISSUER' PURSUANT TO APPLICABLE CANADIAN SECURITIES LEGISLATION AND ACCORDINGLY IT IS NOT INTENDED THAT THE NOTES WILL EVER BECOME FREELY TRADABLE IN THE PROVINCE OF QUEBEC. PURCHASERS OF NOTES WILL BE PERMITTED TO RESELL SUCH NOTES ONLY PURSUANT TO AVAILABLE EXEMPTIONS FROM THE PROSPECTUS REQUIREMENTS OF THE SECURITIES LAW OF THE PROVINCE OF QUEBEC. THE OFFERING AND SALE OF THE NOTES TO RESIDENTS IN THE PROVINCE OF QUEBEC IN CANADA MUST BE TO EITHER "SOPHISTICATED PURCHASERS" WITHIN THE MEANING OF SECTIONS 43, 44 AND 45 OF THE SECURITIES ACT (QUEBEC) OR PURCHASERS PURCHASING AS PRINCIPAL FOR THEIR OWN ACCOUNT NOTES HAVING A TOTAL COST OF SUBSCRIPTION OR PURCHASE IN EACH CASE OF AT LEAST 150,000 CANADIAN DOLLARS. DENMARK SELLING RESTRICTIONS THIS PROSPECTUS DOES NOT CONSTITUTE A PROSPECTUS UNDER ANY DANISH LAWS OR REGULATIONS AND HAS NOT BEEN FILED WITH OR APPROVED BY THE DANISH FINANCIAL SUPERVISORY AUTHORITY (FINANSTILSYNET) AS THIS PROSPECTUS HAS NOT BEEN PREPARED IN THE CONTEXT OF A PUBLIC OFFERING OF SECURITIES IN DENMARK WITHIN THE MEANING OF THE DANISH SECURITIES TRADING ACT AS AMENDED FROM TIME TO TIME OR ANY EXECUTIVE ORDERS ISSUED IN CONNECTION THEREWITH. THIS PROSPECTUS WILL ONLY BE DIRECTED TO PERSONS OR ENTITIES IN DENMARK WHO ACQUIRE SECURITIES IN CIRCUMSTANCES WHICH WILL NOT RESULT IN THE OFFER BEING SUBJECT TO THE DANISH PROSPECTUS REQUIREMENTS PURSUANT TO CHAPTER 6 OR 12 OF THE DANISH SECURITIES TRADING ACT AS AMENDED FROM TIME TO TIME OR ANY EXECUTIVE ORDERS ISSUED IN CONNECTION THEREWITH. FRANCE SELLING RESTRICTIONS THE OFFERING OF THE NOTES HAS NOT GIVEN RISE TO THE REGISTRATION OF AN INFORMATIVE DOCUMENT WITH THE AUTORITÉ DES MARCHÉS FINANCIERS. POTENTIAL PURCHASERS MAY SUBSCRIBE TO THE NOTES ONLY FOR THEIR OWN ACCOUNT PURSUANT TO THE CONDITIONS SET OUT IN DECREE NO OF 1 OCTOBER THE DIRECT OR INDIRECT CIRCULATION TO THE PUBLIC OF THE NOTES SO SUBSCRIBED MAY NOT OCCUR WITHOUT MEETING THE CONDITIONS PROVIDED FOR UNDER ARTICLE L 411-1, L 411-2, L AND L OF THE CODE MONÉTAIRE ET FINANCIER. GERMANY SELLING RESTRICTIONS THE NOTES HAVE NOT BEEN REGISTERED OR AUTHORISED FOR PUBLIC OFFER OR PUBLIC DISTRIBUTION UNDER GERMAN LAW. ACCORDINGLY, THE NOTES MAY NOT BE DISTRIBUTED TO OR WITHIN GERMANY BY WAY OF A PUBLIC OFFER WITHIN THE MEANING OF APPLICABLE GERMAN LAWS, PUBLIC ADVERTISEMENT OR IN ANY SIMILAR MANNER AND THIS PROSPECTUS AND ANY OTHER DOCUMENT RELATING TO THE NOTES, AS WELL AS INFORMATION - ix -

10 CONTAINED THEREIN, MAY NOT BE SUPPLIED TO THE PUBLIC IN GERMANY OR USED IN CONNECTION WITH ANY OFFER FOR SUBSCRIPTION OF THE NOTES TO THE PUBLIC IN GERMANY OR ANY OTHER MEANS OF PUBLIC MARKETING. THIS PROSPECTUS AND OTHER OFFERING MATERIALS RELATING TO THE OFFER OF THE NOTES ARE STRICTLY CONFIDENTIAL AND MAY NOT BE DISTRIBUTED TO ANY PERSON OR ENTITY OTHER THAN THE RECIPIENT HEREOF TO WHOM THIS PROSPECTUS IS PERSONALLY ADDRESSED. IRELAND SELLING RESTRICTIONS EACH ARRANGER HAS REPRESENTED AND AGREED WITH THE ISSUER THAT, TO THE EXTENT APPLICABLE, IT HAS COMPLIED WITH AND WILL COMPLY WITH ALL APPLICABLE PROVISIONS OF THE IRISH COMPANIES ACTS (AS AMENDED) AND THE INVESTMENT INTERMEDIARIES ACT, 1995 (AS AMENDED) INCLUDING, WITHOUT LIMITATION, SECTIONS 9 AND 50 AND WILL CONDUCT ITSELF IN ACCORDANCE WITH ANY CODES OF CONDUCT DRAWN UP PURSUANT TO SECTION 37 THEREOF OR, IN THE CASE OF A CREDIT INSTITUTION EXERCISING ITS RIGHTS UNDER THE BANKING CONSOLIDATION DIRECTIVE (2000/12/EC OF 20TH MARCH 2000) IN CONFORMITY WITH THE CODES OF CONDUCT OR PRACTICE MADE UNDER SECTION 117(1) OF THE CENTRAL BANK ACT 1989, OF IRELAND, AS AMENDED, WITH RESPECT TO ANYTHING DONE BY IT IN RELATION TO THE NOTES. REPUBLIC OF KOREA SELLING RESTRICTIONS THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES AND EXCHANGE LAW OF KOREA. THE ISSUER REPRESENTS AND AGREES THAT IT WILL NOT DIRECTLY OR INDIRECTLY SELL, OFFER OR DELIVER ANY NOTES IN KOREA OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY RESIDENT OF KOREA, OR TO OTHERS FOR REOFFERING OR RESALE DIRECTLY OR INDIRECTLY IN KOREA OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY RESIDENT OF KOREA, EXCEPT AS OTHERWISE PERMITTED UNDER THE SECURITIES AND EXCHANGE LAW, THE FOREIGN EXCHANGE TRANSACTION LAW AND OTHER RELEVANT LAWS OF KOREA. JAPAN SELLING RESTRICTIONS THE OFFERING OR SALE OF THE NOTES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES AND EXCHANGE LAW OF JAPAN (LAW NO. 25 OF 1948, AS AMENDED). NEITHER THE NOTES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, RESOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO OR FOR THE ACCOUNT OF ANY RESIDENT OF JAPAN (WHICH TERM AS USED HEREIN MEANS ANY PERSON RESIDENT IN JAPAN, INCLUDING ANY CORPORATION OR OTHER ENTITY ORGANISED UNDER THE LAWS OF JAPAN), OR TO OTHERS FOR RE-OFFERING OR SALE, DIRECTLY OR INDIRECTLY, IN JAPAN OR 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 SECURITIES AND EXCHANGE LAW AND ANY OTHER APPLICABLE LAW, REGULATIONS AND MINISTERIAL GUIDELINES OF JAPAN. LUXEMBOURG SELLING RESTRICTIONS THE NOTES MAY NOT BE OFFERED OR SOLD WITHIN THE TERRITORY OF THE GRAND DUCHY OF LUXEMBOURG UNLESS: (I) A PROSPECTUS HAS BEEN DULY APPROVED BY THE COMMISSION DE SURVEILLANCE DU SECTEUR FINANCIER (THE "CSSF") IF LUXEMBOURG IS THE HOME MEMBER STATE (AS DEFINED IN THE LAW OF 10 JULY 2005 ON PROSPECTUSES FOR SECURITIES AND IMPLEMENTING DIRECTIVE 2003/71/EC OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 4 NOVEMBER 2003 ON THE PROSPECTUS TO BE PUBLISHED WHEN SECURITIES ARE OFFERED TO THE PUBLIC OR ADMITTED TO TRADING (THE "LAW")); OR - x -

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