Commercial Terms dated AMATHEA FUNDING PUBLIC LIMITED COMPANY Issue of Issuer VFNs under the Debt Issuance Programme of Amathea Funding Public Limited Company This document constitutes the Issuer VFNs Commercial Terms relating to the issue of Issuer VFNs described herein Terms used herein shall be deemed to be defined as such for the purposes of the Issuer Note Issuance Agreement to which they relate These Issuer VFN Commercial Terms must be read in conjunction with such Issuer Note Issuance Agreement PART A CONTRACTUAL TERMS 1 Issuer: Amathea Funding Public Limited Company 2 Type of Note: Issuer VFNs 3 Issuer VFN Series Number: Amathea Feb 2010-1 VFN 4 Aggregate Nominal Amount: USD 79,000,000 Series: 1 5 (i) Issue Price: (ii) Net Proceeds: (iii) Yield: 100 per cent of the Aggregate Nominal Amount USD 79,000,000 6 Issuer VFN Base Currency: USD 7 Specified Denominations: USD 500,000 8 (i) Issue Date February 2010 (ii) Issuer VFN Effective Date February 2010 (iii) Interest Commencement Date: Issuer VFN Effective Date (iv) Issuer Termination Date: Subject to and in accordance with Conditions 82 and 83, either the Issuer or the Issuer VFN Holder may elect to designate an Issuer VFN Termination Date as specified in the Issuer Termination Notice or the Issuer VFN Holder Termination Notice (as applicable), in which case the Issuer shall, to the extent not already repaid in full, repay on the Issuer VFN Termination Date, the Issuer VFN Daily Outstanding Amount as of the Issuer VFN Termination Date together with all unpaid accrued interest thereon and all other fees and other amounts payable in relation to the Issuer VFN, including, as the case may be, the applicable Break Costs if the Issuer VFN Termination Date is not a Payment Date 9 Legal Final Maturity Date The Programme Maturity Date 10 Interest Basis: LIBOR + 133 per cent Floating Rate (further particulars specified below)
11 Redemption/Payment Basis: Redemption at par subject to the applicable Issuer Priority of Payments 12 Status of the Issuer VFNs: Senior 13 Date Board approval for issuance of Issuer VFNs obtained: 8 December 2009 14 Listing and Admission to Trading: See Listing and Admission to Trading Application below 15 Method of distribution: Non-syndicated 15A Issuer VFN Commitment Limit: US$79,000,000 15B % of Issuer VFN Commitment Limit: 100 per cent PROVISIONS RELATING TO INTEREST AND FEES (IF ANY) PAYABLE 16 Capitalised Interest: Interest on the Issuer VFNs will be capitalised on each Interest Capitalisation Date 17 Floating Rate Note Provisions: Applicable (i) Interest Period(s): each period from (and including) a Payment Date (or, in respect of the first Interest Period, the Interest Commencement Date) and ending on (but excluding) the next (or first) Payment Date (ii) Payment Dates: the seventh (7 th ) calendar day of each calendar month or if such date is not a Business Day, such date shall be adjusted so that it is the first following day that is a Business Day unless that day falls in the next calendar month, in which case it shall be the first preceding day that is a Business Day (iii) Screen Rate Determination: Relevant Rate: LIBOR three (3) month Interest Determination Date(s): Second London business day prior to the start of each Interest Period Specified Time: 11am London time Relevant Page: Bloomberg page US0003M Index for United States dollars, or any successor to or replacement of such page Reference Banks: the principal London offices of BNP Paribas, Deutsche Bank, Barclays Bank plc, HSBC Bank plc, Bank of America NA and JPMorgan Chase Bank or, if one or more such bank ceases to have a principal office in London, such other bank or banks appointed by the Issuer Calculation Agent (or the Issuer Note Trustee, if applicable) with the agreement of the Issuer Collateral Manager
(iv) Floating Day Count Fraction: Actual/360 (v) Issuer VFN Margin: + 133 per cent per annum (vi) Issuer VFN Step-up Margin: + 333 per cent per annum (vii) Issuer VFN Default Interest Margin: 2 per cent per annum (viii) Issuer VFN Applicable Margin: on any day, (i) the Issuer VFN Margin as long as no Issuer VFN Mandatory Extension has occurred, or (ii) the Issuer VFN Step-up Margin if an Issuer VFN Mandatory Extension has occurred (ix) Drawing Adjustment: Applicable (x) Redemption Adjustment: Applicable (xi) Same Day Utilisation Fee: Not Applicable GENERAL PROVISIONS APPLICABLE TO THE ISSUER VFNS 18 Form of Issuer VFNs: Registered: Definitive Certificate 19A Issuer VFN Registrar: The Bank of New York Mellon (Luxembourg) SA SAAerogolf Center 1A, Hoehenhof L-1736 Senningerberg BP 263 L-2012 Luxembourg 19B Issuer VFN Drawstop Event: Applicable 19C Downgrade Event: Not Applicable 19D Issuer VFN Maximum Extension Duration: 15 Issuer VFN Interest Periods 20 Other commercial terms: Not Applicable DISTRIBUTION 21 (i) If syndicated, names and addresses of Managers (specifying Lead Manager): Not Applicable (ii) Date of Subscription Agreement (if any): Not Applicable (iii) Stabilising Manager (if any): Not Applicable 22 If non-syndicated, name and address of relevant Issuer VFN Holder: Citco Bank Nederland NV Naritaweg 127-137 1043 BS Amsterdam The Netherlands 23 US Selling Restrictions: TEFRA not applicable 24 Non-exempt Offer: Not Applicable
PART B - OTHER INFORMATION 2 LISTING AND ADMISSION TO TRADING (i) Listing: On the Irish Stock Exchange (ii) Admission to trading: Application has been made by the Issuer (or on its behalf) for the Issuer VFNs to be admitted to trading on the Global Exchange Market of the Irish Stock Exchange (iii) Estimate of total expenses related to admission to trading: (iv) Names and addresses of initial Listing Agent: 500 McCann FitzGerald, Listing Services Limited, Riverside One, Sir John Rogerson's Quay, Dublin 2 3 RATINGS Ratings: The Issuer VFNs to be issued are expected to be rated: Moody s: Aa1 4 INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE Save as discussed in Subscription and Sale, so far as the Issuer is aware, no person involved in the offer of the Issuer VFNs has an interest material to the offer 5 REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES (i) Reasons for the offer: the net proceeds of each issuance of Issuer VFNs will be credited to the Issuer Cash Account and used by the Issuer, subject to and in accordance with the applicable Issuer Priority of Payment (i) to finance the acquisition of Underlying VFNs and/or to refinance outstanding Issuer Debt Instruments and otherwise for the purposes of its business as described in The Issuer s Business below and (ii) in the payment of the ongoing costs and expenses of the Issuer (ii) Estimated net proceeds: Not applicable (iii) Estimated total expenses: 500 6 OPERATIONAL INFORMATION (i) ISIN Code: (ii) Delivery: Delivery against payment (iii) (iv) Names and addresses of initial Issuer Paying Agents Additional Issuer Paying Agent(s) (if any): The Bank of New York Mellon, London Branch, One Canada Square, London E14 5AL, England Not Applicable
7 POST ISSUANCE INFORMATION The Issuer intends to issue Monthly Reports in the manner described in the Base Listing Particulars