DTC and Euroclear / Clearstream General 144A Clearing

DTC and Euroclear / Clearstream General 144A Clearing

BOOK-ENTRY, DELIVERY AND FORM [– ALTERNATIVE 2] For Euro bonds

General – This is basic information and may be outdated or inaccurate. Relying on any information below is at your own risk.

The Notes are being offered and sold to qualified institutional buyers in reliance on Rule 144A under the U.S. Securities Act (the “Rule 144A Notes’’). The Notes also may be offered and sold in offshore transactions in reliance on Regulation S under the U.S. Securities Act (the “Regulation S Notes’’). Except as set forth below, the Notes will be issued in registered, global form in minimum denominations of [●] and integral multiples of [●] in excess thereof. Notes will be issued at the closing of this offering only against payment in immediately available funds.

Rule 144A Notes initially will be represented by one or more global notes in registered form without interest coupons attached (collectively, the “Rule 144A Global Notes’’). Regulation S Notes initially will be represented by one or more temporary global notes in registered form without interest coupons attached (collectively, the “Regulation S Temporary Global Notes’’). The Rule 144A Global Notes and the Regulation S Temporary Global Notes will be deposited upon issuance with the trustee as custodian for The Depository Trust Company (“DTC’’), in New York, New York, and registered in the name of DTC or its nominee, in each case, for credit to an account of a direct or indirect participant in DTC, as described below. Through and including the 40th day after the later of the commencement of this offering and the closing of this offering (such period through and including such 40th day, the “Restricted Period’’), beneficial interests in the Regulation S Temporary Global Notes may be held only through Europe and Euroclear / Clearstream Banking, S.A. (“Euroclear / Clearstream’’) (as indirect participants in DTC), unless transferred to a person that takes delivery through a Rule 144A Global Note in accordance with the certification requirements described below. Within a reasonable time period after the expiration of the Restricted Period, the Regulation S Temporary Global Notes will be exchanged for one or more permanent global notes in registered form without interest coupons (collectively, the “Regulation S Permanent Global Notes’’ and, together with the Regulation S Temporary Global Notes, the “Regulation S Global Notes’’; the Regulation S Global Notes and the Rule 144A Global Notes collectively being the “Global Notes’’) upon delivery to DTC of certification of compliance with the transfer restrictions applicable to the Notes and pursuant to Regulation S under the U.S. Securities Act as provided in the indenture. Beneficial interests in the Rule 144A Global Notes may not be exchanged for beneficial interests in the Regulation S Global Notes at any time except in the limited circumstances described below. See “—Exchanges Between Regulation S Notes and Rule 144A Notes.’’

A holder of a beneficial interest in the Regulation S Temporary Global Notes must provide Eurupean firms, as the case may be, with a certificate in the form required by the indenture certifying that the beneficial owner of the interest in the Regulation S Temporary Global Note is either a non-U.S. person or a U.S. person that has purchased such interest in a transaction that is exempt from the registration requirements under the U.S. Securities Act, as the case may be, must provide to the trustee (or the paying agent if other than the trustee) a certificate in the form required by the indenture, prior to any exchange of such beneficial interest for a beneficial interest in the Regulation S Permanent Global Notes.

Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for definitive registered Notes in certificated form (the “Definitive Registered Notes’’) except in the limited circumstances described below. Except in the limited circumstances described below, owners of beneficial interests in the Global Notes will not be entitled to receive physical delivery of Notes in certificated form.

Rule 144A Notes (including beneficial interests in the Rule 144A Global Notes) will be subject to certain restrictions on transfer and will bear a restrictive legend as described under “Transfer Restrictions.’’ In addition, transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants, which may change from time to time. Except as described below, owners of interests in the Global Notes will not have Notes registered in their names, will not receive physical delivery of Notes in certificated form and will not be considered the registered owners or “holders’’ thereof under the indenture for any purpose.

Payments on Global Notes

Payments in respect of the principal of, and interest and premium, if any, on, a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder under the indenture. Under the terms of the indenture, the Issuer and the trustee will treat the persons in whose names the Notes, including the Global Notes, are registered as the owners of the Notes for the purpose of receiving payments and for all other purposes. Consequently, neither we, the trustee nor any of our or its respective agents has or will have any responsibility or liability for:

• any aspect or the accuracy of DTC’s records or any Participant’s or Indirect Participant’s records relating to or payments made on account of beneficial ownership interest in the Global Notes or for maintaining, supervising or reviewing any of DTC’s records or any Participant’s or Indirect Participant’s records relating to the beneficial ownership interests in the Global Notes; or

• any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.
DTC has advised that its current practice, upon receipt of any payment in respect of securities, such as the Notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe that it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of Notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the trustee. Neither we nor the trustee will be liable for any delay by DTC or any of the Participants or the Indirect Participants in identifying the beneficial owners of the Notes, and we and the trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

Currency of Payment for the Global Notes

The principal of, premium, if any, and interest on, and all other amounts payable in respect of, the Global Notes will be paid to holders of interests in such Notes in [●] .

Payments will be subject in all cases to any fiscal or other laws and regulations (including any regulations of the applicable clearing system) applicable thereto. Neither we nor the trustee nor the Initial Purchasers nor any of our or their respective agents will be liable to any holder of a Global Note or any other person for any commissions, costs, losses or expenses in relation to or resulting from any currency conversion or rounding effected in connection with any such payment.

Action by Owners of Beneficial Interests in the Global Notes

DTC has advised that it will take any action permitted to be taken by a holder of Notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Notes and only in respect of such portion of the aggregate principal amount of the Notes as to which such Participant or Participants has or have given such direction. However, if there is an event of default under the Notes, DTC reserves the right to exchange the Global Notes for legended Definitive Registered Notes, and to distribute such Definitive Registered Notes to its Participants.

Transfers

The Notes represented by the Global Notes are expected to be listed on the [●] . Subject to the transfer restrictions set forth under “Transfer Restrictions,’’ transfers between the Participants will be effected in accordance with DTC’s procedures, and will be settled in same-day funds, and transfers between participants in Europe will be effected in accordance with their respective rules and operating procedures, which rules and operating procedures may change from time to time.

Definitive Registered Notes

Under the terms of the indenture, owners of beneficial interests in the Global Notes will receive Definitive Registered Notes if:

• DTC (a) notifies the Issuer that it is unwilling or unable to continue as depositary for the Global Notes or (b) has ceased to be a clearing agency registered under the U.S. Exchange Act and, in either case, the Issuer fails to appoint a successor depositary;

• the Issuer, at its option, notifies the trustee in writing that it elects to cause the issuance of the Definitive Registered Notes; provided that in no event shall the Regulation S Temporary Global Note be exchanged for Definitive Registered Notes prior to (a) the expiration of the Restricted Period and (b) the receipt of any certificates required under the provisions of Regulation S; or

• there has occurred and is continuing a default or event of default with respect to the Notes and the trustee receives a written request for Definitive Registered Notes from a holder of Notes.

In addition, beneficial interests in a Global Note may be exchanged for Definitive Registered Notes upon prior written notice given to the trustee by or on behalf of DTC in accordance with the indenture. In all cases, Definitive Registered Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures) and will bear the applicable restrictive legend set forth in “Transfer Restrictions,’’ unless that legend is not required by applicable law.

[So long as the Notes are listed on the Official List of and the rules of the Luxembourg Stock Exchange so require, the Issuer will publish a notice of any issuance of Definitive Registered Notes in a newspaper having general circulation in Luxembourg (which is expected to be the d’Wort). Payment of principal, any repurchase price, premium and interest on Definitive Registered Notes will be payable at the office of the paying agent in Luxembourg so long as the Notes are listed on the Official List of the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require.] [So long as the Notes are listed on the Official List of the Irish Stock Exchange and the rules of such exchange so require, we will publish a notice of any issuance of Definitive Registered Notes in a newspaper having general circulation in Ireland (which we expect to be the Irish Times). Payment of principal, any repurchase price, premium and interest on Definitive Registered Notes will be payable at the office of our paying agent in Ireland so long as the notes are listed on the Official List of the Irish Stock Exchange and the rules of such exchange so require.]

Definitive Registered Notes may not be exchanged for beneficial interests in any Global Note unless the transferor first delivers to the trustee a written certificate (in the form provided in the indenture) to the effect that such transfer will comply with the appropriate transfer restrictions applicable to such Notes. See “Transfer Restrictions.’’

Exchanges Between Regulation S Notes and Rule 144A Notes

Prior to the expiration of the Restricted Period, beneficial interests in the Regulation S Global Note may be exchanged for beneficial interests in the Rule 144A Global Note only if:

• such exchange occurs in connection with a transfer of the Notes pursuant to Rule 144A under the U.S. Securities Act; and

• the transferor first delivers to the trustee a written certificate (in the form provided in the indenture) to the effect that the Notes are being transferred to a person: (a) who the transferor reasonably believes to be a qualified institutional buyer within the meaning of Rule 144A under the U.S. Securities Act; (b) purchasing for its own account or the account of a qualified institutional buyer in a transaction meeting the requirements of Rule 144A under the U.S. Securities Act; and (c) in accordance with all applicable securities laws of the states of the United States and other jurisdictions.

Beneficial interests in a Rule 144A Global Note may be transferred to a person who takes delivery in the form of an interest in the Regulation S Global Note, whether before or after the expiration of the Restricted Period, only if the transferor first delivers to the trustee a written certificate (in the form provided in the indenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S under the U.S. Securities Act or Rule 144 under the U.S. Securities Act (if available) and that, if such transfer occurs prior to the expiration of the Restricted Period, the interest transferred will be held immediately thereafter through Europe.

Transfers involving exchanges of beneficial interests between the Regulation S Global Notes and the Rule 144A Global Notes will be effected by DTC by means of an instruction originated by the trustee through the DTC Deposit/Withdraw at Custodian system. Accordingly, in connection with any such transfer, appropriate adjustments will be made to reflect a decrease in the principal amount of the Regulation S Global Note and a corresponding increase in the principal amount of the Rule 144A Global Note or vice versa, as applicable. Any beneficial interest in one of the Global Notes that is transferred to a person who takes delivery in the form of an interest in the other Global Note will, upon transfer, cease to be an interest in such Global Note and will become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions and other procedures applicable to beneficial interests in such other Global Note for so long as it remains such an interest. The policies and practices of DTC may prohibit transfers of beneficial interests in the Regulation S Global Note prior to the expiration of the Restricted Period.

Same Day Settlement

We will make payments in respect of the Notes represented by the Global Notes (including principal, premium, if any, and interest) by wire transfer of immediately available funds to the accounts specified by DTC or its nominee. We will make all payments of principal, interest and premium, if any, with respect to Definitive Registered Notes by wire transfer of immediately available funds to the accounts specified by the holders of the Definitive Registered Notes or, if no such account is specified, by mailing a check to each such holder’s registered address. The Notes represented by the Global Notes are expected to be eligible to trade in The PORTALSM Market and to trade in DTC’s Same-Day Funds Settlement System, and any permitted secondary market trading activity in such Notes will, therefore, be required by DTC to be settled in immediately available funds. We expect that secondary trading in any Definitive Registered Notes will also be settled in immediately available funds.

Subject to compliance with the transfer restrictions applicable to the Notes described herein and under “Transfer Restrictions” and the other requirements of the indenture governing the Notes, cross-market transfers between the Participants, on the one hand, and Euroclear / Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC’s rules on behalf of Europe such as Euroclear / Clearstream, as the case may be, by their respective depositaries; however, such cross-market transactions will require delivery of instructions to Euroclear / Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and regulations and within the established deadlines (Brussels time) of such system. Euroclear / Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global Note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Participants and Euroclear / Clearstream participants may not deliver instructions directly to the depositories for Euroclear / Clearstream.

Because of time zone differences, the securities account of a Euroclear / Clearstream participant purchasing an interest in a Global Note from a Participant will be credited, and any such crediting will be reported to the relevant Euroclear / Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear / Clearstream) immediately following the settlement date of DTC. Cash received in Euroclear / Clearstream as a result of sales of interests in a Global Note by or through a Euroclear / Clearstream participant to a Participant will be received with value on the settlement date of DTC but will be available in the relevant Euroclear / Clearstream cash account only as of the business day for Euroclear / Clearstream following DTC’s settlement date.

Although DTC, and Euroclear / Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the Rule 144A Global Notes and the Regulation S Global Notes among participants in DTC, and Euroclear / Clearstream, they are under no obligation to perform or to continue to perform such procedures, and may discontinue or modify such procedures at any time. Neither we, the trustee, the principal paying agent nor any of our or their respective agents will have any responsibility for the performance by DTC, or Euroclear / Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Information Concerning DTC, and Euroclear / Clearstream

The following description of the operations and procedures of DTC, and Euroclear / Clearstream are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. Neither we nor the Initial Purchasers take any responsibility for these operations and procedures and we urge investors to contact the system or their participants directly to discuss these matters.

DTC has advised that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the “Participants’’) and to facilitate the clearance and settlement of transactions in those securities between the Participants through electronic book-entry changes in accounts of its Participants, thereby eliminating the need for physical movement of securities certificates. The Participants include securities brokers and dealers (including the Initial Purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the “Indirect Participants’’). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants. DTC has also advised that, pursuant to procedures established by it:

• upon deposit of the Global Notes, DTC will credit the accounts of the Participants designated by the Initial Purchasers with portions of the principal amount of the Global Notes; and

• ownership of these interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the Global Notes).

Investors in the Rule 144A Global Notes who are Participants may hold their interests therein directly through DTC. Investors in the Rule 144A Global Notes who are not Participants may hold their interests therein indirectly through organizations (including Euroclear / Clearstream) which are Participants. Investors in the Regulation S Global Notes must initially hold their interests therein through Euroclear / Clearstream, if they are participants in such systems, or indirectly through organizations that are participants. After the expiration of the Restricted Period (but not earlier), investors may also hold interests in the Regulation S Global Notes through Participants in the DTC system other than Euroclear / Clearstream. Euroclear / Clearstream will hold interests in the Regulation S Global Notes on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective depositaries, which are [●] for Europe, and [●] for Euroclear / Clearstream. All interests in a Global Note, including those held through Euroclear / Clearstream, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear / Clearstream may also be subject to the procedures and requirements of such systems. The laws of some states require that certain persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such persons will be limited to that extent. Because DTC can act only on behalf of the Participants, which in turn act on behalf of the Indirect Participants, the ability of a person having beneficial interests in a Global Note to pledge such interests to persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

 Contact Us