Debt Listing on the Irish Stock Exchange

1. Ireland as a Location for Debt Listing - Ireland as a Location for Debt Listing Page 2 - SimplifiedListingProcess Page2 - Document Management System Page 2 - Ease of Communication and Resolution Page 2 - Stand Alone Listing Guidelines Page 2 - Consistency of Approach Page 2

2. Recent Developments on the ISE

- Recent Developments on the ISE Page 3 - Major Deals That Listed on the ISE Recently: Page 3 - Notable Straight Debt Listings in 2007 Page 3 - New Programmes Listed in 2007 Page 3

3. Procedures to List on the ISE

- Review of Prospectus Page 4 - Approval of Prospectus Page 4

4. Dillon Eustace Debt Listing Team

- Dillon Eustace Debt Listing Team Page 5

5. ISE Listing Fees

- Multi Issuance Programmes Page 6 - Standalone Transactions Page 6

6. Dillon Eustace Recent Experience

- ABS Global Finance Plc Page 7 - Securitisation Of Catastrophe Reinsurance Page 7 - CFO Premium Limited Page 7 - CDO/CLO Transactions Page 7 - EMTN & Multi Issuance Programmes Page 8 - Repack Issues Page 8 - High Yield Transactions Page 9 - Trust Transactions Page 9 - Whole Business Securitisation Page 10

7. Contact Us

- Dillon Eustace Debt Listing Team Page 11

Debt Listing on the Irish Stock Exchange

Contents

PAGE 2

IRELAND AS A LOCATION FOR DEBT LISTING

Ireland has emerged as a favoured location

for special purpose vehicles (SPVs) that

are used in many financial transactions

including securitisation and asset repackaging

transactions. In particular, it is becoming

the domicile of choice for onshore SPVs in

Europe and there are positive signs that it

is becoming a preferred alternative to the

traditional offshore SPV jurisdictions.

The type of transactions that have used

Irish SPVs have included plain vanilla

(securitisation of receivables, mortgages and

non-performing loans), less straightforward

synthetic transactions and the more unusual

securitisations such as contingent deferred

sales commissions arising on the sale of

mutual funds and the financing of a toll bridge

in Korea using future toll charges. Irish SPVs

are also being used by offshore hedge funds

and private equity funds to gain access to

double tax treaties to avoid foreign withholding

taxes (if applicable) on their underlying

investments by investing indirectly in the

underlying investments via an Irish SPV. The

wide diversity of deals has emphasised Ireland’s

growing importance as an SPV domicile.

Simplified Listing Process

The procedures for listing have been

simplified particularly for debt issuance

programmes. ‘Housekeeping’ requirements

and other administrative procedures have

been minimised. Procedures have been

streamlined in order to efficiently process

the review and approval of documents.

Document Management System

The Exchange operates a Document

Management System. All documents are

received and processed electronically.

Ease of Communication and Resolution

During the listing process, the ISE

encourage issuers and their advisers to

work with the Exchange. It is in everyone’s

interest that the Exchange deals with

those best placed to resolve issues

arising in the most efficient manner.

Stand Alone Listing Guidelines

The Exchange provides stand-alone,

user-friendly listing guideline booklets

which contain all of the listing guidelines

and procedures for obtaining a listing.

Consistency of Approach

The Exchange has a policy of applying

its rules and procedures consistently

between similar product structures.

“As a stock exchange, our challenge is to

ensure sufficient flexibility of approach

to embrace new products types, while

maintaining the integrity of a listing on

a regulated European stock market”

Source :Irish Stock Exchange www.ise.ie

PAGE 3

RECENT DEVELOPMENTS ON THE ISE

2007 proved to be another strong year for

the listing of debt securities on the ISE. 984

new debt issuers listed on the ISE, making

it dominant among European exchanges.

Despite the uncertainties in global financial

markets, there was a 27% increase in new

debt tranches listed in 2007 and a 47%

increase in the total number of tranches

(from new and existing programmes) that

listed on the ISE when compared to 2006.

2007 also saw growth in both the diversity of

transaction and their countries of origin. Asset

backed deals comprised much of the product

type listed on the ISE but 2007 also saw an

increase in high yield debt, straight debt and

derivative transactions. Sovereign debt from the

Ukraine and the Republic of Turkey also listed.

Listings can be carried out on the ISE’s

Regulated Market, which is governed

by the requirements of the Prospectus

Directive, or the unregulated market, known

as the Alternative Securities Market.

Major Deals that Listed on the ISE recently:

AIB MortgAge BAnk JP MorgAn ChAse & Co.

AIg InC LehMAn Brothers

Aes eL sALvAdor Ltd MorgAn stAnLey

BAnCo PAnAMerICAno new york LIfe gLoBAL fundIng

BAnk of IreLAnd PorsChe InternAtIonAL fInAnCIng

BArCLAys ProCtor & gAMBLe

BAsf Ag rePuBLIC of turkey

CItIBAnk roskILde BAnk

CredIt suIsse sAn PAoLo IMI

dePfA BAnk tuI Ag

dresdner BAnk uBs Ag

eneL uLster BAnk fInAnCe PLC

fIAt fInAnCe vtB CAPItAL s.A.

gAzProMBAnk wALMArt

Notable Straight Debt Listings in 2007:

Ardagh Glass Finance Plc

Banco Americano S.A.

TRW Automotive Inc.

Proctor & Gamble

Norske Skogindustrier ASA

New Programmes Listed in 2007:

CRH Finance UK

Banco Espirito Santo

BPE Financianciones

(a subsidiary of Banco Popular Espanol)

Robeco Bank Holdings

PAGE 4

PROCEDURES TO LIST ON THE ISE

Review of Prospectus

The review of the prospectus from initial

submission to approval is carried out by the ISE.

The ISE take 3 business days to review

the initial submission of the prospectus

and 2 business days for all subsequent

drafts. These timings should be built into

the Arranger and Legal Adviser’s timetables

for the transaction. A typical straightforward

listing takes approximately 3-4 weeks but

does depend entirely on the length of time

it takes for legal advisers/arrangers to make

necessary changes to the prospectus to

sufficiently address ISE comments.

Dillon Eustace, as the appointed listing

agent, will correspond with the ISE on all

matters relating to the listing application.

The ISE must see all changes to the prospectus

since the last draft they reviewed and it is vital

to ensure that the correct blacklines are sent

to Dillon Eustace for onward submission to the

ISE. Each subsequent draft must be blacklined

against the last draft that the ISE reviewed.

Approval of Prospectus

Dillon Eustace will prepare all ancillary

documentation that is required to

accompany an approval. Some of these

forms may need to be signed by the

Issuer and Dillon Eustace will advise in

advance what forms need to be signed.

Final approval of the prospectus is carried out

by the Irish Financial Regulator (“Financial

Regulator”) after a pre-approval review

by the ISE. The Financial Regulator may

have additional comments on the approval

date. This is not a common occurrence

but should be noted all the same.

The ISE and Financial Regulator are very

strict on timelines for approval. All documents

must be submitted to the ISE by DE no later

than 10am on the morning of approval.

The Financial Regulator will confirm

approval same day to the ISE who

will contact Dillon Eustace.

Dillon Eustace will forward the approval

email as soon as it is received.

Approval and listing will take place on the

same day unless client instructs otherwise.

Listing cannot take place until listing fees have

been received by the ISE so please ensure that

fees are forwarded as soon as practicable.

The Official List Notice is generated by the

ISE and can take up to one week to generate.

The official approval letter is generated

by Financial Regulator and will be

sent directly to the Issuer’s address or

designated contact person. The ISE are

not involved in this stage of the process.

It can take up to 2 weeks or more for the ISE

website to be updated with the listed securities.

PAGE 5

DILLON EUSTACE DEBT LISTING TEAM

The Dillon Eustace Debt Listing team works

in tandem with the firm’s Securitisation

and Structured Finance group, one of the

largest dedicated group of financial services

lawyers in Ireland. Many of the partners

in the financial services group have been

involved with the development of the

International Financial Services Centre since

its establishment by the Irish Government.

The level of service offered by Dillon Eustace

has been recognised internationally with the

firm acting for many household names.

For example, Dillon Eustace has acted as

listing agent for a broad spectrum of arrangers

including Merrill Lynch, Bear Stearns, Citigroup,

Wachovia, UBS, JP Morgan, Bank of America,

Barclays Capital, Swiss Re & Soc Gen. The

firm has advised on the listing of all types of

debt securities including ABS/MBS, CDO/CLOs,

repacks, reinsurance securitisations, trust

securities, EMTN & multi issuance programmes.

The Securitisation and Structured Finance

group brings together the expertise within

various departments including listing, tax and

financial services. Details of recent transactions

and relevant contacts are given below.

The principal services provided by

the Debt Listing team include:

consulting services focused on the

suitability of listing products and the

listing process as well as ongoing

client education on listing requirements

review of all documentation required to

introduce new issues to be listed on the

ISE and seeking Financial Regulator

approval

provision of post listing advice and

guidance to ensure compliance with

the continuing obligations of the ISE

provision of guidance to clients, on

changes required to meet the Prospectus

Directive requirements

regular interaction with the ISE around the

implementation of new types of products

and continuous process improvement for

existing products

responsibility for the provision of Irish

Paying Agency services

PAGE 6

ISE LISTING FEES

Multi Issuance Programmes

€2000 document fee for the Base Prospectus/

Registration Document.

€1500 document fee per document for all

subsequent document/supplements submitted

to the Exchange under the programme that

require review (including the annual update of

the Base Prospectus/Registration Document).

€1500 annual fee applied at programme level.

€500 tranche fee - applies to first tranche of

each series to be listed.

€250 tranche fee – applies to all further

tranches of each series to be listed.

€440/€532.40 formal notice fee (€440 fee

applies if the Issuer is incorporated outside

EU and €532.40 fee applies if Issuer is EU

incorporated).

Standalone Transactions

€2000 document fee, per document, for all

documents submitted to the ISE that require

review.

€1500 annual fee*

*option to pay this fee on an annual or upfront

basis. Upfront payments of 10 years or more

may avail of 10% discount. This discount

applies to the annual fee only, not the total

listing fee. The option is only given for non-

programme documents.

€500 tranche fee - applies to first tranche of an

application for listing eg Class A.

€250 tranche fee – applies to all subsequent

tranches in the same listing eg Class B, C, etc.

€440/€532.40 formal notice fee (€440 fee

applies if the Issuer is incorporated outside

EU and €532.40 fee applies if Issuer is EU

incorporated).

PAGE 7

DILLON EUSTACE RECENT EXPERIENCE

Dillon Eustace has recently acted as Listing

Agent for the following transactions;

ABS Global Finance Plc

Dillon Eustace acted as listing agent and Irish

legal and tax counsel to the Issuer in the world’s

first rated securitisation of trade loans. The

$198.9m Regulation S/Rule 144A transaction

was launched off a global programme, called

the Citigroup Corporate and Investment Banking

Asset Backed Securities Issuance Programme,

and was arranged and lead managed

by Citigroup Global Markets. The CABS

programme is a highly unique multi-jurisdictional

structure that enables Citibank entities in a

variety of Asian, Latin American, European

and Middle Eastern countries to sell trade loan

assets via an offshore trust.

Securitisation of Catastrophe Reinsurance

Dillon Eustace acted as listing agent and legal

counsel for J.P. Morgan Securities as structuring

advisor in connection with a US$220,000,000

participating note issuance by an Irish special

purpose reinsurance vehicle as part of a

securitisation of catastrophe and aviation risk for

the world’s leading global reinsurer.

CFO Premium Limited

Dillon Eustace acted as listing agent and Irish

legal counsel for the issuer in connection

with this €200m market value collateralised

fund obligation which was issued in four rated

debt tranches and one equity tranche. This

transaction was arranged by SGAM Finance

and SGAM Alternative Investments S.A. act as

Collateral Manager.

CDO/CLO Transactions

The firm has acted as listing agent for a broad

range of domestic and foreign CDO issuers

including the following:

Merrill Lynch CLO 2007-1, Attentus

CDO III, T2 Income Fund CLO I Ltd,

Aberdeen Loan Funding, Ltd arranged

by Merrill Lynch

Riverside Park CLO Ltd, Eastland CLO &

Sandleman Finance 2006-2 Ltd arranged

by Citigroup

Pacific Pinnacle CDO Ltd arranged by

Bear Stearns

Brentwood CLO & Pinnacle Point

Funding II Ltd arranged by Banc of

America Securities

Sandleman Partners CRE CDO arranged

by Goldman Sachs & Citigroup

Emporia Preferred Funding II arranged

by Wachovia

PAGE 8

Tourmaline CDO III Ltd arranged by

Deutsche Bank Securities Inc

Red River CLO Ltd arranged by

ISIX & UBS

Tenorite CDO I Ltd arranged by

Barclays Capital

Westchester CLO Ltd arranged by

Lehman Brothers

Ivory CDO Ltd arranged by Societe

Generale Asset Management Banque

Empyrean Finance (Ireland) Plc, Tivoli

Finance Limited, Sector Re Ltd, arranged

by JP Morgan

EMTN & Multi Issuance Programmes

The firm acted as listing agent for the following

programmes:

AIG Inc. US$10bn Euro Medium Term

Note Programme (2006) and

AIG Inc. US $20bn Euro Medium Term

Note Programme (2007), both arranged

by Deutsche Bank & Banque AIG,

London Branch

Banque AIG, AIG-FP Matched Funding

Corp, AIG-FP Capital Funding Corp

& AIG-FP Matched Funding (Ireland)

Plc. US$10bn Guaranteed Euro Medium

Term Note Programme (2006) and

Banque AIG, AIG-FP Matched Funding

Corp, AIG-FP Capital Funding Corp

& AIG-FP Matched Funding (Ireland) Plc.

US$20bn Guaranteed Euro Medium Term

Note Programme (2007), both arranged

by Goldman Sachs International and

guaranteed by AIG Inc

ABS Global Finance Plc CABS

Programme (2006)

Corsair Multi issuance repack programme

arranged by JP Morgan Securities (2007)

M&G Credit Finance (Ireland) Plc arranged

by JP Morgan (2007 & 2008)

Barbican Investments Plc/Barbican No.1

Ltd Programme arranged by CIBC, London

Branch (2007)

Repack Issues

AIG Inc. Final Terms Series 41

AIG-FP Matched Funding (Ireland) Plc

Series 2007-134

AIG-FP Matched Funding (Ireland) Plc

Series 2007 IRE 03

AIG-FP Matched Funding (Ireland) Plc

Series 2007 IRE 05

Corsair Finance (Ireland) Limited

Series 91-103

Corsair Finance (Ireland) No. 4 Limited

Series 5-8

PAGE 9

Corsair Finance (Ireland) No. 6 Limited

Series 17-23

Corsair (Cayman Islands) No. 1 Limited

Series 25-27

Corsair (Cayman Islands) No. 8 Series 1

Corsair (Jersey) No. 7 Series 2

M&G Credit Finance (Ireland) Plc

Series 7-9

High Yield Transactions

Peermont

Dillon Eustace acted as listing agent for

Peermont Group who listed Senior Secured

and PIK Notes with the benefit of a number of

subsidiary guarantees. The Peermont Group

are the holder of the second largest number

of casino licenses in South Africa and are also

the second largest casino resort operation

in Gauteng province which is South Africa’s

largest casino market. Their flagship property is

Emperors palace which was established in 1998

in a joint venture with Caesars World Inc of Las

Vegas. This deal was arranged by Citigroup

and listed on the Alternative Securities Market.

Consol Glass

Dillon Eustace acted as listing agent for Consol

Glass (Proprietary) Ltd, a South African issuer,

who listed First Priority Senior Secured Note

which had the benefit of a guarantee provided

by two of its parent companies. The Consol

Group is the largest supplier of glass packaging

products in South Africa and is the principal

supplier to all leading beverage and food

companies in South Africa including SAB Miller,

Distell, Diageo, Nestle and Tiger Brands. This

deal was arranged by Citigroup and JP Morgan

and listed on the Alternative Securities Market.

Foodcorp

Dillon Eustace acted as listing agent for

Foodcorp (Proprietary) Limited, a South

African issuer, which listed First Priority

Senior Secured Notes that had the benefit

of a subsidiary guarantee. Foodcorp is the

leading South African manufacturer of branded

& private label food products. The proceeds

from the offering of the notes was used to

fund the acquisition of First Lifestyle who is

the leading South African manufacturer in the

ready to eat food products segment of the

South African food industry in terms of sales

volume. This deal was arranged by Citi and

listed on the Alternative Securities Market.

Trust Transactions

NewStar Commercial Loan Trust

2007-1 arranged by JP Morgan

CapitalSource Commercial Loan Trust

2007-1 arranged by JP Morgan

Banco Invex S.A. arranged by

Credit Suisse

PAGE 10

Whole Business Securitisation

The firm acts as listing agent for the following

two U.S. restaurant securitisations:

Applebees

This whole business securitisation involves

Applebee’s, the largest casual dining brand in

the United States. After a series of transactions

in which IHOP Corp. acquired Applebee’s

International, Applebee’s International and its

subsidiaries contributed their assets to newly

established securitisation entities in order to

collateralize the issue of nearly $1,800,000,000

of fixed rate notes. The notes are guaranteed

by Applebees’s Holdings LLC and Applebee’s

Franchising LLC and certain notes enjoy

the benefit of a financial guaranty insurance

policy issued by Assured Guaranty. This

deal was arranged by Lehman Brothers.

IHOP

The IHOP deal involves the securitisation

of the assets of the International House of

Pancakes, a well-known restaurant chain in the

United States. After a series of transactions,

IHOP Franchising LLC (the issuer) came to

own the IHOP assets which include, among

others, the franchising agreements, license

agreements, development agreements, leases,

IP assets and licenses, equipment leases etc.

The issuer, along with IHOP IP LLC (the co-

issuer) established a programme, allowing

for the issue of fixed and floating rate notes.

The primary source of these notes will be

payments due the issuer under franchise

agreements, area license agreements,

development agreements, credit agreements,

profits generated in respect of product sourcing

agreements, royalties, rental income due the

issuer pursuant to equipment leases, rental

income from real property leased to franchisees,

and royalties and income pertaining to the

IP assets and licensing agreements.

PAGE 11

CONTACT US

Our Office

Dillon Eustace

Financial Services Group

33 Sir John Rogerson’s Quay,

Dublin 2,

Ireland.

Tel: +353 1 667 0022

Fax: +353 1 667 0042

e-mail: enquiries@dilloneustace.ie

website: www.dilloneustace.ie

Should you have any queries about

the listing process or are in need of

further information, please do not

hesitate to contact any member of

the Dillon Eustace Listing Team:

Conor Houlihan,

conor.houlihan@dilloneustace.ie

Mark Fitzgerald, Listing Specialist

mark.fitzgerald@dilloneustace.ie,

Direct line: +353 1 673 1833

Deirdre Twomey, Listing Specialist

deirdre.twomey@dilloneustace.ie,

Direct line: +353 1 673 1845

DISCLAIMER:

This article is for general information purposes only and

does not purport to represent legal advice. If you have any

queries or would like further information relating to any of

the above matters, please refer to the contacts above or

your usual contact in Dillon Eustace.

Copyright Notice:

© 2007 Dillon Eustace. All rights reserved.

33 Sir John Rogerson’s Quay, Dublin 2, Ireland.www.dilloneustace.ie

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