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LISTING PARTICULARS£640,000,000

Castle HoldCo 4, Ltd.(an exempted company incorporated in the Cayman Islands with limited liability and tax resident in the United Kingdom)

to become a parent company of Countrywide plc£370,000,000 Senior Secured Floating Rate Notes due 2014

£100,000,000 Senior Secured Floating Rate PIK-Election Notes due 2014£170,000,000 9 7/8% Senior Notes due 2015

Castle HoldCo 4, Ltd. (the “issuer”) is offering £370,000,000 aggregate principal amount of its Senior Secured Floating Rate Notes due 2014 (the“senior secured floating rate notes”), £100,000,000 aggregate principal amount of its Senior Secured Floating Rate PIK-Election Notes due 2014 (the“senior secured toggle notes” and, together with the senior secured floating rate notes, the “senior secured notes”) and £170,000,000 aggregateprincipal amount of its 9 7/8% Senior Notes due 2015 (the “senior notes” and, together with the senior secured notes, the “notes”).

The Senior Secured NotesThe senior secured floating rate notes will mature on May 15, 2014. The issuer will pay interest on the senior secured floating rate notes quarterly

on each August 15, November 15, February 15 and May 15, commencing on August 15, 2007. The senior secured floating rate notes will bear interestat a rate per annum, reset quarterly, equal to three-month LIBOR (as defined), plus 2.875%.

The senior secured toggle notes will mature on May 15, 2014. The issuer will pay interest on the senior secured toggle notes quarterly on eachAugust 15, November 15, February 15 and May 15, commencing on August 15, 2007. For any interest period through May 15, 2011, the issuer mayelect to pay interest on the senior secured toggle notes (a) entirely in cash, (b) entirely by increasing the principal amount of the senior secured togglenotes or issuing new senior secured toggle notes or (c) in an evenly split combination of the foregoing. Interest payable in cash will accrue at a rate perannum, reset quarterly, equal to three-month LIBOR, plus 3.25%, and interest payable by increasing the principal amount of the senior secured togglenotes or issuing new senior secured toggle notes will accrue at the cash interest rate plus 0.75% per annum. After May 15, 2011, the issuer must makeall interest payments on the senior secured toggle notes in cash. The senior secured toggle notes will be treated as having been issued with originalissue discount for US federal income tax purposes.

The senior secured notes will not be guaranteed on the issue date. After the completion of all necessary financial assistance “whitewash”procedures, Countrywide plc (“Countrywide”) and certain of its subsidiaries will guarantee the senior secured notes. The senior secured notes will besecured on the issue date on a first-priority basis by all of the equity interests of the issuer held by Castle HoldCo 3, Ltd. (“Holdings”), the direct parentof the issuer, and substantially all of the assets that are owned by the issuer. On and after the date on which the capital stock of Countrywide isregistered in the name of the issuer, the senior secured notes will be secured on a first-priority basis along with the issuer’s obligations under its seniorsecured revolving credit facility by all of the equity interests of Countrywide held by the issuer. After the completion of all necessary financial assistance“whitewash” procedures, the senior secured notes and the related guarantees will be secured on a first-priority basis along with the issuer’s obligationsunder its senior secured revolving credit facility by substantially all of the assets that are owned by Countrywide and certain of its subsidiaries.

The issuer may redeem some or all of the senior secured notes on or after May 15, 2008 at the redemption prices set forth in these listingparticulars. Prior to May 15, 2008, the issuer may redeem some or all of the senior secured notes at a redemption price equal to 100% of the principalamount thereof, plus accrued and unpaid interest, if any, plus a “make-whole” premium, as described in these listing particulars. Additionally, the issuermay redeem all, but not less than all, of the senior secured notes in the event of certain developments affecting taxation. Upon the occurrence of certainevents constituting a change of control, the issuer is required to repurchase all of the senior secured notes.

The Senior NotesThe senior notes will mature on May 15, 2015. The issuer will pay interest on the senior notes semi-annually on each November 15 and May 15,

commencing on November 15, 2007.The senior notes will not be guaranteed on the issue date. After the completion of all necessary financial assistance “whitewash” procedures,

Countrywide and certain of its subsidiaries will guarantee the senior notes. The senior notes will be secured on the issue date on a second-priority basisby all of the equity interests of the issuer held by Holdings. On and after the date on which the capital stock of Countrywide is registered in the name ofthe issuer, the senior notes will be secured on a second-priority basis by all of the equity interests of Countrywide held by the issuer.

The issuer may redeem some or all of the senior notes on or after May 15, 2011 at the redemption prices set forth in these listing particulars. Priorto May 15, 2011, the issuer may redeem some or all of the senior notes at a redemption price equal to 100% of the principal amount thereof, plusaccrued and unpaid interest, if any, plus a “make-whole” premium, as described in these listing particulars. In addition, the issuer may redeem up to35% of the aggregate principal amount of the senior notes at any time on or prior to May 15, 2010 using the net proceeds from certain equity offeringsat the redemption prices set forth in these listing particulars. Additionally, the issuer may redeem all, but not less than all, of the senior notes in theevent of certain developments affecting taxation. Upon the occurrence of certain events constituting a change of control, the issuer is required torepurchase all of the senior notes.

There is currently no public market for the notes. Application has been made for the approval of this document by the Irish Stock Exchange and forthe admission of the notes for trading on the Atlernative Securities Market of the Irish Stock Exchange. These listing particulars constitute “listingparticulars” for the purposes of such application.

Investing in the notes involves a high degree of risk. See “Risk Factors” beginning on page 26.The notes and the guarantees of the notes have not been and will not be registered under the Securities Act of 1933, as amended (the “US

Securities Act”), or the laws of any other jurisdiction, and 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 US Securities Act) except pursuant to an exemption from, or in a transaction not subject to, theregistration requirements of the US Securities Act. In the United States, the offering is being made only to “qualified institutional buyers” (as defined inRule 144A under the US Securities Act) in compliance with Rule 144A under the US Securities Act. You are hereby notified that the initial purchasers ofthe notes may be relying on the exemption from the provisions of Section 5 of the US Securities Act provided by Rule 144A thereunder. Outside theUnited States, the offering is being made in reliance on Regulation S under the US Securities Act. See “Notice to Investors,” “Notice to United StatesInvestors,” “Notice to New Hampshire Residents,” “Notice to EEA Investors,” “Notice to Certain European Investors,” “Notice to Australian Investors,”“Notice to Cayman Islands Investors” and “Transfer Restrictions” for additional information about eligible offerees and transfer restrictions.

Price for the Senior Secured Floating Rate Notes: 100%Price for the Senior Secured Toggle Notes: 100%

Price for the Senior Notes: 100%in each case, plus accrued interest, if any, from May 8, 2007.

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The initial purchasers expect to deliver the notes to investors, in book-entry form through Euroclear and Clearstream, on or about May 8, 2007.Joint Book-Running Managers

Credit Suisse Deutsche Bank Goldman Sachs InternationalThe date of these listing particulars is August 29, 2007.

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TABLE OF CONTENTS

Page

NOTICE TO INVESTORS ...................................... ii

NOTICE TO UNITED STATES INVESTORS .............. iii

NOTICE TO NEW HAMPSHIRE RESIDENTS ............ iv

NOTICE TO EEA INVESTORS .............................. iv

NOTICE TO CERTAIN EUROPEAN INVESTORS ........ iv

NOTICE TO AUSTRALIAN INVESTORS................... vii

NOTICE TO CAYMAN ISLANDS INVESTORS ........... vii

FORWARD-LOOKING STATEMENTS...................... vii

DEFINITIONS ..................................................... ix

MARKET AND INDUSTRY DATA .......................... xi

PRESENTATION OF FINANCIAL INFORMATION ....... xii

EXCHANGE RATE DATA .................................... xiii

SUMMARY ........................................................ 1

SUMMARY HISTORICAL AND PRO FORMA CONDENSED CONSOLIDATED FINANCIAL AND OTHER INFORMATION 18

RISK FACTORS .................................................. 26

THE ACQUISITION ............................................. 47

USE OF PROCEEDS............................................. 49

CAPITALIZATION ............................................... 50

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION 51Page

SELECTED FINANCIAL AND OPERATING INFORMATION 57

OPERATING AND FINANCIAL REVIEW .................. 60

INDUSTRY......................................................... 83

BUSINESS ......................................................... 89

MANAGEMENT .................................................. 104

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 108

SECURITY OWNERSHIP....................................... 109

DESCRIPTION OF OTHER INDEBTEDNESS .............. 112

DESCRIPTION OF THE SENIOR SECURED NOTES .... 119

DESCRIPTION OF THE SENIOR NOTES .................. 191

TAX CONSIDERATIONS....................................... 259

TRANSFER RESTRICTIONS .................................. 265

PLAN OF DISTRIBUTION ..................................... 268

LEGAL MATTERS .............................................. 270

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Page

REPORTING ACCOUNTANT ................................. 270

WHERE YOU CAN FIND OTHER INFORMATION .... 270

SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES 270

LISTING AND GENERAL INFORMATION ................ 272

INDEX TO FINANCIAL INFORMATION ................... F-1

You should rely only on the information contained in these listing particulars or in a document to which we havereferred you. We have not, and the initial purchasers have not, authorized anyone to provide you with informationthat is different from the information contained herein. We are not, and the initial purchasers are not, making anoffer of these securities in any jurisdiction where such offer is not permitted. You should not assume that theinformation contained in these listing particulars is accurate as of any date other than the date on the front of theselisting particulars.

It is expected that delivery of the notes will be made against payment therefor on or about the date specified on thecover of these listing particulars, which is the sixth business day following the date of pricing of the notes (such settlementcycle being referred to as “T+6”). You should note that trading of the notes on the date of pricing or the next succeeding twobusiness days may be affected by the T+6 settlement. See “Plan of Distribution.”

IN CONNECTION WITH THIS OFFERING, CREDIT SUISSE SECURITIES (EUROPE) LIMITED (ORPERSONS ACTING ON BEHALF OF CREDIT SUISSE SECURITIES (EUROPE) LIMITED) MAY OVER-ALLOT OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THENOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL FOR A LIMITEDPERIOD AFTER THE ISSUE DATE OF THE NOTES. HOWEVER, THERE IS NO ASSURANCE THAT CREDITSUISSE SECURITIES (EUROPE) LIMITED OR PERSONS ACTING ON ITS BEHALF WILL UNDERTAKE ANYSTABILIZATION ACTION. ANY STABILIZATION ACTION MAY BEGIN ON OR AFTER THE DATE ONWHICH ADEQUATE DISCLOSURE OF THE TERMS OF THE OFFERING IS MADE AND, IF BEGUN, MAY BEENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THEISSUE DATE OF THE NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES.

NOTICE TO INVESTORSThese listing particulars do not constitute an offer or solicitation by anyone in any jurisdiction in which such offer or

solicitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation. No action has been, orwill be, taken to permit a public offering in any jurisdiction where action would be required for that purpose. Accordingly,the notes may not be offered or sold, directly or indirectly, and these listing particulars may not be distributed, in anyjurisdiction except in accordance with the legal requirements applicable in such jurisdiction. You must comply with all lawsapplicable in any jurisdiction in which you buy, offer or sell the notes or possess or distribute these listing particulars, andyou must obtain all applicable consents and approvals; neither the issuer nor the initial purchasers shall have anyresponsibility for any of the foregoing legal requirements. See “Transfer Restrictions.”

The issuer accepts responsibility for the information contained in these listing particulars. To the best of the knowledgeand belief of the issuer having taken all reasonable care to ensure that such is the case, the information contained in theselisting particulars is in accordance with the facts and does not omit anything likely to affect the import of such information.Information relating to each of the guarantors was provided by the respective guarantor. The issuer confirms that theinformation provided by the guarantors has been accurately reproduced and no facts have been omitted which would renderthe reproduced information inaccurate or misleading.

Neither the issuer nor the initial purchasers nor any of our or their respective representatives are making anyrepresentation to you regarding the legality of an investment in the notes, and you should not construe anything in theselisting particulars as legal, business, tax or other advice. You should consult your own advisors as to the legal, tax, business,financial and related aspects of an investment in the notes. In making an investment decision regarding the notes, you mustrely on your own examination of our business and the terms of the offering and the notes, including the merits and risksinvolved.

By accepting delivery of these listing particulars, you agree to the foregoing restrictions, to make no photocopies ofthese listing particulars or any documents referred to herein and not to use any information herein for any purpose other thanconsidering an investment in the notes.

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These listing particulars are based on information provided by the issuer and other sources that we believe to bereliable. The initial purchasers are not making any representation or warranty that this information is accurate or completeand are not responsible for this information. In these listing particulars, the issuer has summarized certain documents andother information in a manner the issuer believes to be accurate, but the issuer refers you to the actual documents for a morecomplete understanding. All such summaries are qualified in their entirety by such reference. Copies of documents referred toherein will be made available to prospective investors upon request to the issuer.

The information contained under the caption “Exchange Rate Data” includes extracts from information and datapublicly released by official and other sources. The issuer accepts responsibility for the accurate reproduction of the exchangerate information and, as far as the issuer is aware, no facts have been omitted which would render the reproduced informationinaccurate or misleading. The issuer accepts no further responsibility in respect of such information. The information set outin relation to sections of these listing particulars describing clearing and settlement arrangements, including in “Descriptionof the Senior Secured Notes—Book-Entry, Delivery and Form” and in “Description of the Senior Notes—Book-Entry,Delivery and Form,” is subject to any change in or reinterpretation of the rules, regulations and procedures of Euroclear BankS.A./N.V. (“Euroclear”) or Clearstream Banking, société anonyme (“Clearstream”) currently in effect. While the issueraccepts responsibility for the accurate reproduction of the information concerning Euroclear and Clearstream and, as far asthe issuer is aware, no facts have been omitted which would render the reproduced information inaccurate or misleading, theissuer accepts no further responsibility in respect of such information.

By purchasing the notes, you will be deemed to have acknowledged that you have reviewed these listing particularsand have had an opportunity to request, and have received, all additional information (including the applicable indenture andthe intercreditor agreement to be entered into on or about the issue date (the “Intercreditor Agreement”)) that you need fromthe issuer. No person is authorized in connection with any offering made by these listing particulars to give any informationor to make any representation not contained in these listing particulars and, if given or made, any other information orrepresentation must not be relied upon as having been authorized by the issuer or the initial purchasers.

The information contained in these listing particulars is as of the date hereof. Neither the delivery of these listingparticulars at any time after the date of publication nor any subsequent commitment to purchase the notes shall, under anycircumstances, create an implication that there has been no change in the information set forth in these listing particulars or inour business since the date of these listing particulars.

The notes will be available initially only in book-entry form. The issuer expects that each series of notes offered herebywill be issued in the form of one or more global notes, which will be deposited with, or on behalf of, a common depositaryfor the accounts of Euroclear and Clearstream. Beneficial interests in the global notes will be shown on, and transfers ofbeneficial interests in the global notes will be effected only through, records maintained by Euroclear and/or Clearstream andtheir participants, as applicable. See “Description of the Senior Secured Notes—Book-Entry, Delivery and Form” and in“Description of the Senior Notes—Book-Entry, Delivery and Form.”

These listing particulars set out the procedures of Euroclear and Clearstream in order to facilitate the original issue andsubsequent transfers of interests in the notes among participants of Euroclear and Clearstream. However, neither Euroclearnor Clearstream is under any obligation to perform or continue to perform such procedures and such procedures may bemodified or discontinued by either of them at any time. The issuer will not, nor will any of the issuer’s agents, haveresponsibility for the performance of the respective obligations of Euroclear and Clearstream or their respective participantsunder the rules and procedures governing their operations, nor will the issuer or the issuer’s agents have any responsibility orliability for any aspect of the records relating to, or payments made on account of, book-entry interests held through thefacilities of any clearing system or for maintaining, supervising or reviewing any records relating to these book-entryinterests. Investors wishing to use these clearing systems are advised to confirm the continued applicability of their rules,regulations and procedures.

The notes and the guarantees of the notes have not been and will not be registered under the US Securities Act or thesecurities laws of any state of the United States, and may not be offered or sold within the United States or to, or for theaccount or benefit of, U.S. persons (as defined in Regulation S under the US Securities Act) except pursuant to an exemptionfrom, or in a transaction not subject to, the registration requirements of the US Securities Act.

In the United States, the offering of the notes is being made only to “qualified institutional buyers” (as defined in Rule144A under the US Securities Act). Prospective purchasers that are qualified institutional buyers are hereby notified that theinitial purchasers of the notes may be relying on an exemption from the provisions of Section 5 of the US Securities Actprovided by Rule 144A under the US Securities Act.

Neither the US Securities and Exchange Commission (the “SEC”), any state securities commission nor any non-USsecurities authority has approved or disapproved of these securities or determined that these listing particulars are accurate orcomplete. Any representation to the contrary is a criminal offense.

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The notes are subject to restrictions on transferability and resale, which are described under the caption “TransferRestrictions.” By possessing these listing particulars or purchasing any note, you will be deemed to have represented andagreed to all of the provisions contained in that section of these listing particulars. You should be aware that you may berequired to bear the financial risks of your investment for an indefinite period of time.

The issuer reserves the right to withdraw this offering of the notes at any time. The issuer and the initial purchasers alsoreserve the right to reject any offer to purchase the notes in whole or in part for any reason or no reason and to allot to anyprospective purchaser less than the full amount of the notes sought by it. The initial purchasers and certain of their respectiverelated entities may acquire, for their own accounts, a portion of the notes.

The issuer cannot guarantee that our application to the Irish Stock Exchange for the notes to be admitted to trading onthe Alternative Securities Market thereof will be approved as of the settlement date for the notes or at any time thereafter, andsettlement of the notes is not conditioned on obtaining this admission to trading.

Credit Suisse Securities (Europe) Limited (or persons acting on behalf of Credit Suisse Securities (Europe) Limited)may engage in transactions that stabilize, maintain or otherwise affect the price of the notes. Specifically, Credit SuisseSecurities (Europe) Limited (or persons acting on behalf of Credit Suisse Securities (Europe) Limited) may over-allot inconnection with this offering and may bid for and purchase notes in the open market. For a description of these activities, see“Plan of Distribution.”

THE NOTES MAY NOT BE OFFERED TO THE PUBLIC WITHIN ANY JURISDICTION. BY ACCEPTINGDELIVERY OF THESE LISTING PARTICULARS, YOU AGREE NOT TO OFFER, SELL, RESELL, TRANSFEROR DELIVER, DIRECTLY OR INDIRECTLY, ANY NOTES TO THE PUBLIC.

NOTICE TO UNITED STATES INVESTORSEach purchaser of the notes will be deemed to have made the representations, warranties and acknowledgements that

are described in these listing particulars under the “Notice to Investors” section of these listing particulars.The notes have not been and will not be registered under the US Securities Act or the securities laws of any state of the

United States and are subject to certain restrictions on transfer. Prospective purchasers are hereby notified that the seller ofany note may be relying on the exemption from the provisions of Section 5 of the US Securities Act provided by Rule 144A.Outside the United States, the offering is being made in reliance on Regulation S under the US Securities Act. For adescription of certain further restrictions on resale or transfer of the notes, see the “Notice to Investors” and “TransferRestrictions” sections of these listing particulars.

NOTICE TO NEW HAMPSHIRE RESIDENTSNEITHER 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 (RSA 421-B)WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELYREGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES AFINDING BY THE SECRETARY OF STATE OF THE STATE OF NEW HAMPSHIRE THAT ANY DOCUMENTFILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NORTHE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR ATRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THEMERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANYPROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITHTHE PROVISIONS OF THIS PARAGRAPH.

NOTICE TO EEA INVESTORSIn relation to each Member State of the European Economic Area that has implemented Directive 2003/71/EC (the

“Prospectus Directive,” and each a “Relevant Member State”), each initial purchaser has represented and agreed that witheffect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the“Relevant Implementation Date”) it has not made and will not make an offer of notes to the public in that Relevant MemberState prior to the publication of a prospectus in relation to such offer that has been approved by the competent authority inthat Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competentauthority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect fromand including the Relevant Implementation Date, make an offer of notes in that Relevant Member State:

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(i) at any time to legal entities which are authorized or regulated to operate in the financial markets or, if not soauthorized or regulated, whose corporate purpose is solely to invest in securities;

(ii) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financialyear; (2) a total balance sheet of more than €43,000,000; and (3) an annual net revenue of more than €50,000,000, asshown in its last annual or consolidated accounts; or

(iii) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided thatno such offer of notes shall result in a requirement for the publication by the issuer or any initial purchaser of aprospectus pursuant to Article 3 of the Prospectus Directive.For the purposes of this restriction, the expression an “offer of notes to the public” in relation to any notes in any

Relevant Member State means the communication in any form and by any means of sufficient information on the terms of theoffer and the notes to be offered so as to enable an investor to decide to purchase or subscribe the notes, as the same may bevaried in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State,and the expression “Prospectus Directive” includes any relevant implementing measure in each Relevant Member State.

NOTICE TO CERTAIN EUROPEAN INVESTORSAustria. The notes may be offered and sold in Austria only in accordance with the provisions of the Banking Act, the

Securities Supervision Act of Austria (Bankwesengesetz and Wertpapieraufsichtsgesetz) and any other applicable Austrianlaw. The notes have not been admitted to public offer in Austria under the provisions of the Capital Markets Act or theInvestment Fund Act or the Exchange Act (Kapitalmarktgesetz, Investmentfondsgesetz or Bôrsengesetz). Consequently, inAustria, the notes may not be offered or sold directly or indirectly by way of a public offering in Austria and will only beavailable to a limited group of persons within the scope of their professional activities.

Denmark. These listing particulars have not been and will not be filed with or approved by the Danish FinancialSupervisory Authority or any other regulatory authority in Denmark, and the notes have not been and are not intended to belisted on a Danish stock exchange or a Danish authorized market place. Furthermore, the notes have not been and will not beoffered to the public in Denmark. Consequently, these listing particulars may not be made available nor may the notesotherwise be marketed or offered for sale directly or indirectly in Denmark, except to qualified investors within the meaningof, or otherwise in compliance with an exemption set forth in, Executive Order No. 306 of April 28, 2005.

France. The notes have not been and will not be offered or sold to the public in France (appel public à l’épargne), andno offering or marketing materials relating to the notes must be made available or distributed in any way that wouldconstitute, directly or indirectly, an offer to the public in the Republic of France.

The notes may only be offered or sold in the Republic of France to qualified investors (investisseurs qualifiés) and/or toa limited group of investors (cercle restreint d’investisseurs) as defined in and in accordance with articles L.411-1 and L.411-2 of the French Code monétaire et financier and Decree n°98-880 dated October 1, 1998.

Prospective investors are informed that:(i) these listing particulars have not been submitted for clearance to the French financial market authority

(Autorité des Marchés Financiers);(ii) in compliance with Decree n°98-880 dated October 1, 1998, any investors subscribing for the notes should be

acting for their own account; and(iii) the direct and indirect distribution or sale to the public of the notes acquired by them may only be made in

compliance with articles L.411-1, L.411-2, L.412-1 and L.621-8 of the French Code monétaire et financier.Germany. The offering of the notes is not a public offering in the Federal Republic of Germany. The notes may be

offered and sold in the Federal Republic of Germany only in accordance with the provisions of the Securities Prospectus Actof the Federal Republic of Germany (Wertpapierprospektgesetz, WpPG) and any other applicable German law.Consequently, in Germany the notes will only be available to, and these listing particulars and any other offering material inrelation to the notes are directed only at, persons who are qualified investors (qualifizierte Anleger) within the meaning ofSection 2 No. 6 of the Securities Prospectus Act. Any resale of the notes in Germany may only be made in accordance withthe Securities Prospectus Act and other applicable laws.

Ireland. Each initial purchaser has agreed that: (i) it will not underwrite the issue of, or place, the notes, otherwise thanin conformity than with the provisions of the Irish Investment Intermediaries Act 1995 (as amended), including, withoutlimitation, Sections 9 and 23 thereof and any codes of conduct rules made under Section 37 thereof, and the provisions of theInvestor Compensation Act 1998; (ii) it will not underwrite the issue of, or place, the notes, otherwise than in conformitywith the provisions of the Irish Central Bank Acts 1942-1999 (as amended) and any codes of conduct rules made under

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Section 117(1) thereof; and (iii) it will not underwrite the issue of, or place, or otherwise act in Ireland in respect of, thenotes, otherwise than in conformity with the provisions of the Irish Market Abuse (Directive 2003/6/EC) Regulations 2005.

Italy. The offering of the notes has not been cleared by the Commissione Nazionale per la Società e la Borsa(“CONSOB”) (the Italian Securities Exchange Commission), pursuant to Italian securities legislation and, accordingly, in theRepublic of Italy the notes may not be offered, sold or delivered, nor may copies of the listing particulars or of any otherdocument relating to the notes be distributed in the Republic of Italy, except:

i. to professional investors (operatori qualificati), as defined in Article 31, second paragraph, of CONSOBRegulation No. 11522 of July 1, 1998 (“Regulation 11522”), as amended; or

ii. in circumstances which are exempted from the rules on solicitation of investments pursuant to Article 100of Legislative Decree No. 58 of February 24, 1998 (the “Financial Services Act”) and Article 33, firstparagraph, of CONSOB Regulation No. 11971 of 14th May, 1999, as amended.

Each of the Initial purchasers has represented and agreed that it will not offer, sell or deliver the notes or distributecopies of these listing particulars or any other document relating to the notes in the Republic of Italy unless such offer, sale ordelivery of notes or distribution of copies of these listing particulars or any other document relating to the notes in theRepublic of Italy is:

i. made by an investment firm, bank or financial intermediary permitted to conduct such activities in theRepublic of Italy in accordance with Legislative Decree No. 385 of September 1, 1993 (the “BankingAct”), the Financial Services Act, Regulation 11522 and any other applicable laws and regulations; and

ii. in compliance with any and all other applicable laws and regulations.

Grand Duchy of Luxembourg. This offering should not be considered a public offering in the Grand Duchy ofLuxembourg. These listing particulars may not be reproduced or used for any purpose other than this offering, nor providedto any person other than the recipient thereof. The notes are offered to a limited number of sophisticated investors in all casesunder circumstances designed to preclude a distribution, which would be other than a private placement. All publicsolicitations are banned and the sale may not be publicly advertised.

The Netherlands. Each of the initial purchasers represents and agrees that: (i) it is a professional market party (“PMP”)within the meaning of Section 1(e) of the Exemption Regulation of June 26, 2002 in respect of the Act on the Supervision ofthe Credit System 1992 (Vrijstellingsregeling Wtk 1992), as amended from time to time (the “Exemption Regulation”), whereapplicable read in conjunction with the policy rules of the Dutch Central Bank (de Nederlandsche Bank N.V.) on keyconcepts of market access and enforcement of the Act on the Supervision of the Credit System 1992 (Wet toezichtKredietwezen 1992) published on December 29, 2004 (Beleidsregel 2005 kernbegrippen markttoetreding en handhaving Wtk1992) (the “Policy Rules”), and Section 2 of the Policy Rules, as amended, supplemented and restated from time to time, and(ii) it has offered or sold and will offer or sell, directly or indirectly, as part of the initial distribution or at any time thereafter,the notes exclusively (1) to PMPs as reasonably identified by the issuer on the issue date or (2) to persons who cannotreasonably be identified as PMPs by the issuer on the issue date, provided that the notes have a denomination of €100,000 (orthe equivalent in any other currency) and shall upon their issuance be included in a clearing institution that is established inan EU Member State, the United States, Japan, Australia, Canada or Switzerland, so that it can reasonably be expected thatthe initial purchasers will transfer the notes exclusively to other PMPs.

Generally, notes (including rights representing an interest in a global note) may not be offered, sold, transferred ordelivered at any time by anyone, directly or indirectly, to individuals or legal entities who or which are established, domiciledor have their residence in The Netherlands (“Dutch Residents”) other than to PMPs acquiring the notes for their own account.Dutch Residents, by purchasing notes (or any interest therein), will be deemed to have represented and agreed for the benefitof the issuer that (i) they are a PMP and acquire the notes for their own account, (ii) such notes (or any interest therein) maynot be offered, sold, pledged or otherwise transferred to Dutch Residents other than to a PMP acquiring for its own accountor for the account of another PMP and (iii) they will provide notice of this transfer restriction to any subsequent transferee.

Spain. The notes may not be offered or sold in Spain except in accordance with the requirements of the SpanishSecurities Market Law (Ley 24/1988, de 28 de julio, del Mercado de Valores), as amended and restated, and Royal Decree291/1992, on issues and public offerings for the sale of securities (Real Decreto 291/1992, de 27 de marzo, sobre emisiones yofertas públicas de venta de valores), as amended and restated, and the decrees and regulations made thereunder. The notesmay not be sold, offered or distributed to persons in Spain except (i) in circumstances which do not constitute an offer ofsecurities in Spain within the meaning of the Spanish Securities Market Law and further relevant legislation or (ii) pursuantto Article 7 of Royal Decree 291/1992 and subject to compliance with the registration requirements set out therein. Theselisting particulars have not been registered with the Spanish Securities Market Commission (Comisión Nacional del Mercadode Valores) and therefore it is not intended for the offering or sale of the notes in Spain.

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Switzerland. The notes may be offered in Switzerland on the basis of a private placement and not as a public offering.The notes will neither be listed on the SWX Swiss Exchange nor are they subject to Swiss Law. These listing particulars donot constitute a prospectus within the meaning of Art. 1156 of the Swiss Federal Code of Obligations or Art. 32 et seq. of theListing Rules of the SWX Swiss Exchange, and does not comply with the Directive for notes of Foreign Borrowers of theSwiss Bankers Association. We will not apply for a listing of the notes on any Swiss stock exchange or other Swiss regulatedmarket and these listing particulars may not comply with the information required under the relevant listing rules. The noteshave not and will not be registered with the Swiss Federal Banking Commission or any other Swiss authority for anypurpose, whatsoever.

United Kingdom. These listing particulars are for distribution only to, and is only directed at, persons who (i) haveprofessional experience in matters relating to investments falling within Article 19(5) of the Financial Services and MarketsAct 2000 (Financial Promotion) Order 2005, as amended, (the “Financial Promotion Order”), (ii) are persons falling withinArticle 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order or(iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 ofthe Financial Services and Markets Act 2000) in connection with the issue or sale of any notes may otherwise lawfully becommunicated or caused to be communicated (all such persons together being referred to as “relevant persons”). Theselisting particulars are directed only at relevant persons and must not be acted on or relied on by persons who are not relevantpersons. Any investment or investment activity to which this document relates is available only to relevant persons and willbe engaged in only with relevant persons. The notes are being offered solely to “qualified investors” as defined in theProspectus Directive and accordingly the offer of notes is not subject to the obligation to publish a prospectus within themeaning of the Prospectus Directive.

NOTICE TO AUSTRALIAN INVESTORSNo listing particulars or other disclosure document in relation to the notes have been or will be lodged with the

Australian Securities and Investments Commission (“ASIC”). Each of the initial purchasers has represented and agreed that,unless the notes (or another supplement to any Listing Particulars) otherwise provide, it:

(i) has not made or invited, and will not make or invite, an offer of the notes for issue or sale in Australia (includingan offer or invitation which is received by a person in Australia); and

(ii) has not distributed or published, and will not distribute or publish, any listing particulars or other offeringmaterial or advertisement relating to any notes in Australia,

unless:(1) the aggregate consideration payable by each offeree is at least A$500,000 (or its equivalent in an alternate

currency) (disregarding moneys lent by the offeror or its associates) or the offer otherwise does notrequire disclosure to investors under Part 6D.2 of the Corporations Act 2001 of Australia;

(2) such action complies with applicable laws and directives; and(3) such action does not require any document to be lodged with ASIC.

NOTICE TO CAYMAN ISLANDS INVESTORSNo invitation whether directly or indirectly may be made to the public in the Cayman Islands to subscribe for the notes.

In connection with the issue of any notes, Credit Suisse Securities (Europe) Limited, as the Stabilizing Manager (orpersons acting on its behalf), may over-allot notes provided that the aggregate principal amount of notes allotted does notexceed 105 percent of the aggregate principal amount of the notes or effect transactions with a view to supporting the marketprice of the notes at a level higher than that which might otherwise prevail. However, there is no assurance that theStabilizing Manager (or persons acting on behalf of it) will undertake stabilization action. Any stabilization action may beginon or after the date on which adequate public disclosure of the terms of the offer of the notes is made and, if begun, may beended at any time, but it must end no later than the earlier of 30 days after the issue date of the notes and 60 days after thedate of the allotment of the notes. However, Credit Suisse Securities (Europe) Limited is under no obligation to do this.

FORWARD-LOOKING STATEMENTSThese listing particulars include forward-looking statements, which involve risks and uncertainties. These forward-

looking statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,”“anticipates,” “expects,” “intends,” “may,” “will” or “should” or, in each case, their negative, or other variations orcomparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in anumber of places throughout these listing particulars and include statements regarding our intentions, beliefs or current

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expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth,strategies, the industry in which we operate and potential acquisitions. We derive many of our forward-looking statementsfrom our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that ourassumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it isimpossible for us to anticipate all factors that could affect our actual results. All forward-looking statements are based uponinformation available to us on the date of these listing particulars.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend oncircumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees offuture performance and that our actual results of operations, financial condition and liquidity, the development of the industryin which we operate and the effect of acquisitions on us may differ materially from those made in or suggested by theforward-looking statements contained in these listing particulars. In addition, even if our results of operations, financialcondition and liquidity and the development of the industry in which we operate are consistent with the forward-lookingstatements contained in these listing particulars, those results or developments may not be indicative of results ordevelopments in subsequent periods. Important factors that could cause those differences include, but are not limited to:

• a decline in the number of transactions, prices or commission levels in the UK residential property market,whether due to the impact of macroeconomic factors or otherwise;

• the introduction of Home Information Packs;• increased competition in the industry in which we operate;• the failure of our growth strategies;• changes in, or our failure or inability to comply with, government laws or regulations;• the loss of any of our important commercial relationships;• our inability to manage and maintain our information technology systems;• our inability to outsource our non-core functions;• our inability to react to seasonal fluctuations experienced by the UK residential property market;• the loss of goodwill and reputation, including as a result of actions taken by our employees or franchisees or third

parties;• the increased use of Automated Valuation Models;• our dependence on a limited number of key executives and our ability to attract and retain qualified employees;• any increase in our professional liabilities or any adverse development in the litigation or other disputes to which

we are a party;• any adverse development in connection with the pension mis-selling claims against our former subsidiaries;• the loss of our intellectual property rights;• any increase in insurance commission repayments or clawbacks to which we are subject;• any adverse developments in connection with our franchise operations;• changes in, or our failure or inability to comply with, privacy and data protection rules;• any change in the investment performance or assumptions relating to pension costs or expected return on plan

assets of our closed defined benefit pension plan;• Apollo’s control of us, which may result in conflicts of interest with us or you in the future; and• our substantial leverage, including our inability to generate the necessary amount of cash to service our existing

debt and the incurrence of substantial indebtedness in the future.We caution you that the foregoing list of important factors may not contain all of the material factors that are important

to you. We urge you to read the sections of these listing particulars entitled “Risk Factors,” “Operating and FinancialReview,” “Industry” and “Business” for a more complete discussion of the factors that could affect our future performanceand the industry in which we operate. In light of these risks, uncertainties and assumptions, the forward-looking eventsdescribed in these listing particulars may not occur.

We undertake no obligation, and do not expect, to publicly update or publicly revise any forward-looking statement,whether as a result of new information, future events or otherwise. All subsequent written and oral forward-lookingstatements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the cautionarystatements referred to above and contained elsewhere in these listing particulars.

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FOREIGN LANGUAGEAny foreign language text included within the document is for convenience purposes only and does not form part of the

listing particulars.

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DEFINITIONSIn these listing particulars:“Acquisition” refers to the acquisition by the issuer of the entire issued and to be issued share capital of Countrywide

by means of a scheme of arrangement between Countrywide and its shareholders under Section 425 of the Companies Act;“Apollo” refers to Apollo Management VI, L.P. and its affiliates;“$” or “dollars” refers to the lawful currency of the United States of America;“€” or “euro” refers to the single currency of the participating Member States in the Third Stage of European Economic

and Monetary Union of the Treaty Establishing the European Community, as amended from time to time;“£” or “sterling” refers to the lawful currency of the United Kingdom;“CAGR” means compound annual growth rate;“Castle HoldCo 1” means Castle HoldCo 1, Ltd., a company organized in the Cayman Islands with registered number

WK-182042, and the ultimate parent company of the issuer;“Castle HoldCo 2” means Castle HoldCo 2, Ltd., a company organized in the Cayman Islands with registered number

WK-182041, and an intermediate parent company of the issuer;“Countrywide” refers to Countrywide plc (which will be reregistered as a limited company following the effective date

of the Acquisition), a company incorporated in England and Wales with registered number 04947152, and, as the contextrequires, its subsidiaries on a consolidated basis;

“DCLG” refers to the UK Department for Communities and Local Government;“EU” refers to the European Union;“guarantors” refers to Countrywide plc; Countrywide Property Lawyers Limited, Balanus Ltd., Countrywide Estate

Agents FS Ltd., Slater Hogg Mortgages Ltd., Countrywide Estate Agents, Countrywide Franchising Ltd., SecuremoveProperty Services 2005 Ltd., Countrywide Surveyors Ltd. and Countrywide Estate Agents (South) Ltd., collectively;

“HMRC” means HM Revenue & Customs;“Holdings” means Castle HoldCo 3, Ltd., a company organized in the Cayman Islands with registered number WK-

182044, and the immediate parent company of the issuer;“house sales exchanged” means residential property sales transactions which have reached the point at which the

parties thereto exchanged contracts;“IFRS” refers to International Financial Reporting Standards as adopted by the European Union;“Intercreditor Agreement” means the Intercreditor Agreement to be dated the issue date of the notes among the issuer,

Holdings, the Security Agent, the trustee for the senior secured notes and the trustee for the senior notes;“Issuer” or “issuer” refers to Castle HoldCo 4, Ltd., a company organized in the Cayman Islands with registered

number WK-182043;“notes” means the senior secured notes and the senior notes;“panel” means a pre-selected group of mortgage and insurance lenders, respectively, which typically offers the panel

arranger special consideration for inclusion therein;“Reduction of Capital” refers to the reduction of capital under Section 135 of the Companies Act undertaken in

connection with the Scheme;“Rightmove” means Rightmove plc;

“Scheme” refers to the scheme of arrangement entered into between Countrywide and its shareholders pursuant towhich the issuer will acquire the entire issued and to be issued share capital of Countrywide;

“Scheme Payment Date” means the date on which the first payment is made by the issuer for the benefit of theshareholders of Countrywide pursuant to the Scheme;

“Security Agent” means Deutsche Bank AG, as security agent for the senior secured revolving credit facility and thenotes;

“senior notes” means the £170.0 million 9 7/8% Senior Notes due 2015 being offered pursuant to these listingparticulars;

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“senior secured notes” means the £370.0 million Senior Secured Floating Rate Notes due 2014 and the £100.0 millionSenior Secured Floating Rate PIK-Election Notes due 2014 being offered pursuant to these listing particulars;

“senior secured revolving credit facility” means the senior credit facility dated May 18, 2007 among, among others, theissuer, Holdings, Credit Suisse, London Branch, Deutsche Bank AG and Goldman Sachs International as mandated leadarrangers, the financial institutions listed therein and Deutsche Bank AG, as agent and security agent;

“Transactions” means the Acquisition, the divestiture of Rightmove to, or on behalf of, Countrywide shareholders inconnection with the Acquisition, the offering of the notes and the use of proceeds therefrom, the borrowing under the seniorsecured revolving credit facility on May 18, 2007 and the use of proceeds therefrom, the shareholder contribution of£305.2 million (reduced by the amount of funds, if any, contributed pursuant to the Unlisted Securities Alternative) byApollo and the use of proceeds therefrom, the exchange of equity and debt in certain holding companies of the issuer in lieuof cash consideration due to certain existing shareholders of Countrywide under the Unlisted Securities Alternative and thecompletion of the financial assistance “whitewash” procedures;

“US GAAP” refers to generally accepted accounting principles in the United States;“United States” and the “US” refer to the United States of America;“Unlisted Securities Alternative” refers to the Class B Shares and Class B Notes Countrywide shareholders may elect

to receive in lieu of all or part of their cash consideration pursuant to the Acquisition; and“we,” “us,” “our” and other similar terms refer to the issuer, together with the Countrywide Group, after giving effect

to the Transactions described in these listing particulars, unless expressly stated otherwise or the context otherwise requires.With respect to historical financial and operating information of Countrywide as of and for the period prior to theeffectiveness of the Scheme, the terms “we,” “us” and “our” refer to Countrywide.

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MARKET AND INDUSTRY DATAWe operate in an industry in which it is difficult to obtain precise industry and market information. We have generally

obtained the market and competitive position data in these listing particulars from industry publications and from surveys,studies conducted or data collected by third-party sources, including:

• the Bank of England;• HM Revenue & Customs;• the Department for Communities and Local Government;• the Office for National Statistics;• the Council of Mortgage Lenders; and• the Land Registry of England and Wales.We believe that these industry publications, surveys, studies and data are reliable. However, we cannot assure you of

the accuracy and completeness of such information and we and the initial purchasers have not independently verified suchindustry and market data. Furthermore, market data contained in these listing particulars may be based on sources which donot use the same or comparable methods of gathering information. In addition, the different sources used in these listingparticulars may be based on information relating to different periods. As a result, comparability may be limited.

In particular, historical data on transaction volumes in the UK residential property market do not have a universallyrecognized authoritative source. In late 2003, HMRC changed the type of transactions subject to the particular stamp dutyfiling which has formed the basis of its data collection for transaction volumes since the late 1970s. As a result, HMRCtransaction volumes data collected since 2003 is not comparable to data collected prior to that year. We believe that the post-2003 methodology captures approximately 300,000 to 400,000 transactions per year that would not have been recorded underthe previous methodology. Other sources arrive at transaction volumes differently. As a result, the 2004 data reported byHMRC show a 448,000 increase in transaction volumes as compared to 2003, which we do not believe, based on ourexperience and other measures of transaction volumes, is a fair reflection of the trends in the UK residential property marketbetween 2003 and 2004. The Land Registry of England and Wales provides transaction volume and pricing data for propertytransactions recorded at the Land Registry and has only collected this data over a relatively short period of time. Conversely,the Council of Mortgage Lenders has collected data over a relatively long period of time but only for transactions thatrequired mortgage financing. While we believe the trends, if not the volumes, recorded by each of these sources are broadlyconsistent, absolute figures on the number of transactions collected over a sustained period of time on a consistent basis arenot available.

Where third party information, such as that information referred to above, has been used in these Listing Particulars thesource of such information has been identified by means of a footnote or textual explanation. The issuer confirms thatinformation provided by third parties has been accurately reproduced. So far as we are aware and have been able to ascertainfrom information published by third parties, no facts have been omitted which would render the reproduced informationinaccurate or misleading. For the purposes of these Listing Particulars, “third party information” does not include informationregarding or relating to the guarantors, their respective businesses, or their respective results of operations. Such informationhas been provided by the relevant guarantors. As noted elsewhere in these Listing Particulars, the issuer confirms that suchinformation has been accurately reproduced and that no facts have been omitted which would render the reproducedinformation inaccurate or misleading.

In addition, in many cases we have made statements in these listing particulars regarding our industry and our positionin the industry based on our experience and our own investigation of market conditions. We cannot assure you that any ofthese assumptions are accurate or correctly reflects our position in the industry and none of our internal surveys orinformation has been verified by any independent sources.

Any reference to a website contained in these listing particulars is for informational purposes only and does notincorporate by reference the contents of such website.

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PRESENTATION OF FINANCIAL INFORMATIONUnless otherwise indicated, financial information in these listing particulars has been prepared on the basis of IFRS as

adopted by the European Union.The consolidated financial information of Countrywide as of December 31, 2004, 2005 and 2006 and for the years then

ended, included in these listing particulars, has been reported on by BDO Stoy Hayward LLP, as stated in their reportappearing herein.

The financial information included in these listing particulars is not intended to comply with SEC reportingrequirements. Compliance with such requirements would require the modification, reformulation or exclusion of certainfinancial measures, including EBITDA, Adjusted EBITDA and our pro forma and adjusted data. In addition, changes wouldbe required in the presentation of certain other information, including providing financial information for the guarantors.

In these listing particulars, we utilize certain non-GAAP financial measures and ratios, including EBITDA, EBITDAbefore exceptionals, Adjusted EBITDA and leverage and coverage ratios. These measures are presented as we believe thatthey and similar measures are widely used in the industry in which we operate as a means of evaluating a company’soperating performance and financing structure. They may not be comparable to other similarly titled measures of othercompanies and are not measurements under IFRS or other generally accepted accounting principles, nor should they beconsidered as substitutes for the information contained in our consolidated financial information.

Some financial information in these listing particulars has been rounded and, as a result, the figures shown as totals inthis listing particulars may vary slightly from the exact arithmetic aggregation of the figures that precede them.

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EXCHANGE RATE DATAThe following chart shows for the period from January 1, 2002 through April 26, 2007, the high, low, period average

and period end noon buying rates in the City of New York for cable transfers of sterling as certified for customs purposes bythe Federal Reserve Bank of New York expressed as dollars per £1.00.

Dollars per £1.00

High LowPeriod

Average(1) Period end

Year2002..................................................................................................... 1.6095 1.4074 1.5084 1.60952003..................................................................................................... 1.7842 1.5500 1.6450 1.78422004..................................................................................................... 1.9482 1.7544 1.8356 1.91602005..................................................................................................... 1.9292 1.7138 1.8147 1.71882006..................................................................................................... 1.9794 1.7256 1.8582 1.9586

MonthJanuary 2007........................................................................................ 1.9847 1.9305 1.9587 1.9611February 2007...................................................................................... 1.9699 1.9443 1.9589 1.9613March 2007.......................................................................................... 1.9694 1.9235 1.9474 1.9685April 2007 (through April 26)............................................................... 2.0061 1.9608 1.9867 1.9903

(1) Period average represents the average of the noon buying rates on the last business day of each month during the relevant period for yearly information and theaverage of the noon buying rates on each business day during the period for monthly information.

The noon buying rate of sterling on April 26, 2007 was $1.9903 = £1.00The following chart shows for the period from January 1, 2002 through April 26, 2007, the high, low, period average

and period end noon buying rates for cable transfers of sterling as published by Bloomberg expressed as euros per £1.00.

Euros per £1.00

High LowPeriod

Average(1) Period end

Year2002..................................................................................................... 1.6439 1.5319 1.5906 1.53362003..................................................................................................... 1.5439 1.3814 1.4431 1.41982004..................................................................................................... 1.5229 1.4115 1.4726 1.41332005..................................................................................................... 1.5084 1.4125 1.4640 1.45262006..................................................................................................... 1.5034 1.4259 1.4670 1.4838

MonthJanuary 2007........................................................................................ 1.5257 1.4818 1.5069 1.5083February 2007...................................................................................... 1.5188 1.4829 1.4970 1.4829March 2007.......................................................................................... 1.4854 1.4587 1.4704 1.4724April 2007 (through April 26)............................................................... 1.4791 1.4634 1.4716 1.4634

(1) Period average represents the average of the noon buying rates on the last business day of each month during the relevant period for yearly information and theaverage of the noon buying rates on each business day during the period for monthly information.

The noon buying rate of sterling on April 26, 2007 was €1.4634 = £1.00The above rates may differ from the actual rates used in the preparation of the consolidated financial and other

information appearing in these listing particulars. Our inclusion of these exchange rates is not meant to suggest that thesterling amounts actually represent such dollar or euro amounts or that such amounts could have been converted into dollarsor euros at any particular rate, if at all.

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SUMMARYThis summary highlights certain information contained in these listing particulars. This summary does not contain all

of the information you should consider before investing in the notes. You should read these entire listing particularscarefully, including the sections entitled “Risk Factors,” “Forward-Looking Statements” and “Operating and FinancialReview” and the financial information and the notes thereto included elsewhere in these listing particulars.

Our CompanyWe are the leading estate agency-based residential property service provider in the United Kingdom, measured by both

revenue and transaction volumes. We operate in five complementary businesses: (i) residential property sales, (ii) residentialproperty lettings and property management, (iii) arranging mortgages, insurance and related financial products forparticipants in residential property transactions, (iv) surveying and valuation services for mortgage lenders and prospectivehomebuyers and (v) residential property conveyancing services. Our business operates in approximately 670 townsthroughout the United Kingdom, including almost every major UK population center. More than 90% of the revenue andmore than 85% of the operating profit of our Estate Agency Division was generated outside of the London market, in eachcase in the year ended December 31, 2006. We are also well integrated along the value chain and in the year endedDecember 31, 2006, we sold 103,252 houses at an average sale price of £193,545, arranged mortgages in respect of 59.4% ofour house sales exchanged in such year and sold life insurance and mortgage payment protection policies in respect of 48.2%of our house sales exchanged in such year and general insurance policies in respect of 54.9% of our house sales exchanged insuch year. During the same period, we also completed 697,305 surveys and valuations for both lenders and prospectivehomebuyers and 66,751 conveyances. In addition, as of December 31, 2006, we had 55,324 rental properties undermanagement. We believe that the strength of our broad product offering allows our company to capture revenue streamsacross every stage of a typical residential property transaction from listing to completion.

For the year ended December 31, 2006, we had total revenue, Adjusted EBITDA (as defined) and operating profit of£671.6 million, £113.3 million and £92.2 million, respectively.

Division Overview• Our Estate Agency Division sells homes on behalf of home sellers throughout the United Kingdom through a

network of estate agencies operating under a variety of well-known local brands, such as Bairstow Eves, John DWood & Co., Mann & Co., Dixons, Bridgfords, Taylors, Slater Hogg & Howison and Gascoigne-Pees. As ofDecember 31, 2006, our network consisted of 1,059 branches and 120 franchisees. The Estate Agency Divisiongenerated £361.8 million in revenue and £53.5 million in operating profit in the year ended December 31, 2006.

• Our Lettings Division encompasses our 134-branch retail lettings operations and our corporate propertymanagement business. The Lettings Division generated £43.9 million in revenue and £8.0 million in operatingprofit in the year ended December 31, 2006.

• Our Financial Services Division sells third-party financial services products through a dedicated sales forceprimarily to customers of our Estate Agency Division. Our primary financial services products are mortgages,general (property) insurance policies and life insurance and mortgage payment protection policies. The FinancialServices Division generated £91.6 million in revenue and £21.0 million in operating profit in the year endedDecember 31, 2006.

• Our Surveying and Valuation Division performs residential mortgage valuations and surveys for customers of ourEstate Agency Division and third parties, including major mortgage lenders. This division employed an average ofapproximately 767 chartered surveyors during 2006. The Surveying and Valuation Division generated£136.8 million in revenue and £26.7 million in operating profit before exceptionals, other non-recurring items andunallocated expenses in the year ended December 31, 2006.

• Our Conveyancing Division provides legal documentation and conveyancing services for customers of our EstateAgency Division and third parties and provides conveyancing panel management services to our Estate AgencyDivision and third parties. The Conveyancing Division generated £22.7 million in revenue and £250,000 inoperating losses before exceptionals, other non-recurring items and unallocated expenses in the year endedDecember 31, 2006.

The following charts show revenue before other and exceptional income and operating profit before exceptional, othernon-recurring items and unallocated expenses, in each case for the year ended December 31, 2006.

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IndustryIndustry Definition

We operate in the UK residential property market and derive the majority of our revenue from servicing the needs ofbuyers and sellers of existing homes and mortgage lenders. Participants in the UK residential property market provide a rangeof services to individuals and companies engaged in residential property transactions, including: (i) property sales (typicallythrough an estate agency), (ii) lettings (including both agency services and property management), (iii) mortgage andinsurance broking, (iv) surveying and valuation, (v) conveyancing and (vi) relocation. While some of the major integratedmarket participants provide limited relocation and moving services, this area of the market is generally left to specialistoperators.

The economics of the UK residential property market, aside from lettings, are driven primarily by transaction volumesand house prices, which have historically been cyclical in nature. Estate agencies typically realize revenues as a percentagecommission on the price of each home sold while most ancillary businesses, such as mortgage brokering, surveying andvaluation and conveyancing, charge fees or commissions for products purchased and services provided in connection with aresidential property transaction. Because the revenue streams of market participants are linked to individual home sales, theresidential property industry generally benefits from increased transaction volumes, rising home prices and increasedcommission rates. Conversely, the industry is negatively impacted by decreases in transaction volumes, home prices andcommission rates.

By contrast, in a typical lettings transaction, landlords and property managers realize revenues on a monthly basis overthe term of the lease. Generally, revenues in the lettings business are more stable than revenues in the estate agency business,though fluctuations in the wider residential property market have an influence on rental property supply, prevailing rents andlandlords’ yields.

Industry Size and TrendsConsistent long-term data on the number of UK residential property transactions are generally not available. See

“Market and Industry Data” for a discussion of the data and the sources used in these listing particulars. In 2006, the LandRegistry of England and Wales registered approximately 1.25 million residential property transactions worth approximately£253.5 billion. According to the Council of Mortgage Lenders, approximately 1.14 million loans were advanced for housepurchases in 2006 in the United Kingdom. Transaction volumes measured by both the Land Registry and the Council ofMortgage Lenders are, in each case, slightly above the average for the period from 1995 through 2006. Based on data fromthe Land Registry, the Council of Mortgage Lenders and HMRC, we believe that transaction volumes have increased at anaverage rate of approximately 3.5% per year from 1995 through 2006. While rising in absolute terms, transaction volumeshave been highly volatile since 1980. The post-1992 peak in transaction volumes, which occurred in 2002, wasapproximately 75% higher than the low point experienced in 1995 on the basis of loans advanced for house purchasesaccording to the Council of Mortgage Lenders.

In 2006, the average house price in the United Kingdom was £204,813 according to the DCLG, having increased at aCAGR of approximately 8.6% from 1980 through 2006. On the basis of DCLG figures, national average house prices haveexhibited positive growth on a nominal basis every year since 1980 except for 1982 and 1992 when house prices declined byapproximately 2.2% and 1.8%, respectively, from the prior year in each case. If inflation is taken into account, these declineswere somewhat larger and lasted somewhat longer, and in 1995, the slight nominal increase in house prices would have beena decline.

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Historical PerspectiveBetween 1980 and 2006, growth in the total value of houses sold in the UK residential property market outpaced

nominal GDP growth. This increase was largely driven by price appreciation. During this period, the market experienced onesignificant reversal from 1988 to 1992. That reversal was driven primarily by a decrease in transaction volumes, whichdeclined by approximately 47% from 1988 to 1992 based on HMRC data. During this period, nominal prices fell byapproximately 1.8% from 1991 to 1992 on the basis of DCLG figures. These declines were the result of a combination ofadverse changes in tax policy (in particular, the abolition of double mortgage interest deductions in 1988), the end of theinitial wave of council housing purchases under the Right-to-Buy program, an economic recession and a series of rapid andsignificant increases in interest rates, which remained above 10% from July 21, 1988 to September 4, 1991.

Beginning in the late 1990s, when buy-to-let mortgages became more widely available, an increased number ofspeculative and buy-to-let investors entered the UK residential property market, increasing overall demand and contributingto sustained house price appreciation and volatility in transaction volumes.

Recent Industry IndicatorsThe following discussion outlines several recent indicators in the UK residential property market.

Transaction Volumes and PricesThe UK residential property market experienced a downturn based on transaction volumes that lasted from mid-2004 to

mid-2005 as a result of a series of rapid interest rate increases and public warnings by senior Bank of England officials aboutthe potential for house price declines. According to the Council of Mortgage Lenders, that period saw the fewest transactionssince 1996 and an unusually rapid decline in activity levels. Transaction volumes began to recover in late 2005, and in 2006returned to historically average levels of activity as recorded by the Land Registry and the Council of Mortgage Lenders,driven primarily by positive market sentiment and improving economic fundamentals, including GDP growth, lowunemployment and improving consumer confidence. For a discussion of the limitations of historical transaction volumefigures, see “Market and Industry Data.”

According to the DCLG, house prices continued to increase through the mid-2004 to mid-2005 market downturn,although the growth rate of house prices fell from approximately 15.8% in 2004 to approximately 5.8% in 2005. Price growthaccelerated in 2006 to approximately 7.4% according to the DCLG, driven primarily by an imbalance of demand and supplyin the sector, increasing disposable income, continued GDP growth, a low interest rate environment and continued futurecapital gains expectations by purchasers.

Interest RatesHistorically, residential property transaction volumes have been closely correlated to interest rates. Bank of England

base rates decreased from 17.0% at the beginning of 1980 to 5.0% at the end of 2006, although a rate increase in January2007 increased the base rate to 5.25%. Between 1995 and 2006, each period of increasing interest rates led to a short-termdownturn in residential property transaction volumes which, according to Land Registry data, were at their lowest point at ornear the peak interest rate at that time.

Housing StockHousing stock in England, which includes owner occupied and rented dwellings, has historically experienced very low

growth (approximately 0.8% per annum from 1980 through 2005 according to the DCLG), primarily due to significantbarriers to new construction, including high land prices and cumbersome planning regulations. As a result of these supplyconstraints, the UK residential property market is primarily driven by resales of existing housing stock. This relative lack ofsupply has tended to put upward pressure on house prices over the long term.

Affordability and Mortgage RepossessionsHousing affordability is commonly expressed either as a ratio of house prices to income or as the percentage of income

spent on mortgage interest payments. According to the Council of Mortgage Lenders, in 2006, the median price-to-incomeratio, at 3.05 to 1.0, was significantly above the average of 2.28 to 1.0 for the period from 1980 through 2006. In 2006,according to the Council of Mortgage Lenders, the median percentage of income spent on mortgage interest payments, at15.6%, was at its highest level since 1992, though only slightly below the 16.0% average for the period from 1980 through2006. The percentage of income spent on mortgage interest payments is widely considered to be a better metric ofaffordability because it takes into account the cost of financing a home, which is generally the largest cost of homeownership.

The number of mortgage repossessions by lenders is related to affordability and measures the ability of homeowners tomeet debt service obligations. Although the number of mortgage repossessions has risen sharply since 2005, according to theCouncil of Mortgage Lenders, the number of mortgage repossessions as a percentage of total loans remains low compared to

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the early 1990s, when mortgage repossessions were at historically high levels, triggered by rapid interest rate increases and ageneral economic downturn.

Mortgage ApprovalsHistorically, mortgage approval data has been an indicator of underlying short-term trends in the volume of residential

property transactions. From 1995 through 2006, according to the Council of Mortgage Lenders, there was an average ofapproximately 1.14 million loans advanced for house purchases per annum, ranging from a low of approximately 799,000 in1995 to a high of approximately 1.40 million in 2002. In 2006, lenders advanced approximately 1.14 million loans for housepurchases according to the Council of Mortgage Lenders. Data from the Council of Mortgage Lenders shows that the numberof loans advanced for house purchases has been flat since November 2006.

Home Ownership Rates and AspirationsWhile the UK population has not grown significantly since 1980, the percentage of all households in England that are

owner-occupied increased from 57% in 1981 to 70% in 2006 according to the DCLG. This has the effect of supportingunderlying demand as home owners tend not to move into rented accommodation, but instead buy another house.Additionally, according to surveys conducted by the British Market Research Bureau, in 2007, 84% of adults in Great Britainexpressed a desire to live in owner-occupied housing in ten years’ time, as compared to 78% of adults in Great Britain in1983.

The following table sets out certain historical information with respect to the UK residential property market from 1980to 2006.

Year Sales(1) Recordings(2) Mortgages(3) Price(4)Interestrate(5)

(‘000s) (‘000s) (‘000s) £1980................................................................................. 1,267 720 23,596 14.00%1981................................................................................. 1,351 730 24,188 14.38%1982................................................................................. 1,542 839 23,644 10.00%1983................................................................................. 1,669 953 26,471 9.06%1984................................................................................. 1,760 1,071 29,106 9.50%1985................................................................................. 1,743 1,073 31,103 11.38%1986................................................................................. 1,801 1,248 36,276 10.88%1987................................................................................. 1,937 1,108 40,391 8.38%1988................................................................................. 2,148 1,250 49,355 12.88%1989................................................................................. 1,580 886 54,846 14.88%1990................................................................................. 1,398 784 59,785 13.88%1991................................................................................. 1,306 723 62,455 10.38%1992................................................................................. 1,136 873 61,336 6.88%1993................................................................................. 1,196 951 62,333 5.38%1994................................................................................. 1,274 959 64,787 6.13%1995................................................................................. 1,135 800 799 65,644 6.38%1996................................................................................. 1,242 967 957 70,626 5.94%1997................................................................................. 1,440 1,095 1,104 76,103 7.25%1998................................................................................. 1,347 1,039 1,088 81,774 6.25%1999................................................................................. 1,469 1,190 1,254 92,521 5.50%2000................................................................................. 1,433 1,142 1,123 101,550 6.00%2001................................................................................. 1,458 1,261 1,314 112,835 4.00%2002................................................................................. 1,588 1,362 1,397 128,265 4.00%2003................................................................................. 1,345 1,277 1,252 155,627 3.75%2004................................................................................. 1,793(6) 1,294 1,245 180,248 4.75%2005................................................................................. 1,531 1,067 1,014 190,760 4.50%2006................................................................................. 1,774 1,246 1,142 204,813 5.00%

Note: See “Market and Industry Data” for a discussion of the data and the sources used in these listing particulars.(1) As noted in “Market and Industry Data,” historical data on transaction volumes in the UK residential property market do not have a universally recognized

authoritative source. Here, “sales” refers to transactions recorded by HMRC on the basis of stamp duty filings. As noted in note 6, below, the transactions subjectto this filing changed in late 2003, resulting in a discontinuity in the data.

(2) “Recordings” refers to property transactions recorded by the Land Registry of England and Wales. The Land Registry began recording such transactions in 1995.

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(3) “Mortgages” refers to the number of loans advanced for house purchases as determined by the Council of Mortgage Lenders on the basis of surveys of itsmembership.

(4) Average price of houses sold in the United Kingdom in the year indicated, not adjusted for inflation, according to DCLG relying on HMRC stamp duty returns.(5) Bank of England published base rate as of December 31 of the year indicated. In most years, the base rate changed multiple times during the year. Mortgages

rates are generally tied to the base rate with either a discount or a premium, and fixed rate mortgages for periods exceeding seven years are relatively rare.(6) In late 2003, HMRC changed the type of transactions subject to the particular stamp duty filing which forms the basis of the data collection for transaction

volumes since the late 1970s. As a result, HMRC transaction volumes data collected since 2003 are not comparable to data collected prior to that year, as webelieve that the post-2003 methodology captures approximately 300,000 to 400,000 transactions per year that would not have been recorded under the previousmethodology. As a result, the 2004 numbers reported by HMRC show a 448,000 increase in transaction volumes as compared to 2003, which we do not believe,based on our experience and other measures of transaction volumes, is a fair reflection of the trends in the UK residential property market between 2003 and2004. Other data collections arrive at transaction volumes differently.

Our StrengthsOur key competitive strengths include:The Largest UK Estate Agency. We are the largest estate agency in the United Kingdom, with a network of 1,179

branches, including our franchisees, as of December 31, 2006. As of January 1, 2007, we had more than twice as manybranches as our next largest competitor. We operate through 35 established estate agency brands, including Bairstow Eves,John D Wood & Co., Mann & Co., Dixons, Bridgfords, Taylors, Slater Hogg & Howison and Gascoigne-Pees. The scale ofour estate agency operations gives our management the ability to negotiate favorable terms with our insurance providers,mortgage lenders and other third parties and to readily ascertain market changes in supply, demand, transaction volumes andprices and react accordingly.

Geographic Diversification. We are the only participant in the UK residential estate agency industry with an extensiveUK-wide footprint, with branches located in approximately 670 towns, including almost every major UK population center.In the year ended December 31, 2006, our Estate Agency Division generated more than 90% of its revenues and more than85% of its operating profit outside of London, which has historically been the most volatile area in the UK residentialproperty market. This geographic diversity allows us to better withstand regional residential property market downturns andto capitalize on growth opportunities in different regions.

Large Customer Base. In the year ended December 31, 2006, our estate agencies had 103,252 house sales exchanged.This level of transaction volumes gives us access to a significant number of potential customers, including buyers, sellers andmortgage lenders, for our financial services, surveying and valuation and conveyancing services.

Synergistic Provision of Residential Property Services. In addition to traditional estate agency and lettings services,we offer ancillary services to buyers, sellers, landlords, mortgage lenders and other third parties. The interplay between theservices that we offer leads to significant synergies as it allows us to capture revenue on all aspects of a typical residentialproperty sale or rental. We believe that our ability to provide service at every stage of a typical UK residential property saleor rental provides a significant competitive advantage over our competitors that do not offer such a comprehensive set ofservices.

High Cash Flow Conversion due to Limited Capital Expenditure. Our business requires limited capital expenditure,comprising principally information technology expenditures and branch expansion and refurbishment expenditures, and wemaintain a rigorous cash flow management strategy. In addition, our capital expenditure is scaleable and allows us toaccelerate or delay our spending based on market conditions. As such, we have historically been able to convert a significantpercentage of our revenue into available cash. In the year ended December 31, 2006, our operating cash flow conversion rate(calculated as Adjusted EBITDA plus changes in working capital (excluding effects of acquisitions and disposals of groupundertakings) minus capital expenditure as a percentage of Adjusted EBITDA) was 96.2%.

Flexible Cost Base. We believe that our cost structure provides the financial flexibility that the cyclical residentialproperty market demands. We estimate that our fixed costs, excluding staff costs, which we believe we have the ability tomanage during a market downturn, accounted for approximately 23% of our total costs in the year ended December 31, 2006.Our variable costs include marketing expenses and estate agents’ commissions, both of which fluctuate with revenue. Inaddition, due to the high turnover of our estate agents, when we forecast that a downturn in the UK residential propertymarket is impending, we are able to reduce the number of our employees (by not replacing departing estate agents) in order tocounter the reduced revenue that results from a market downturn. We believe that our variable cost structure, coupled withour ability to manage our headcount, allows us to better respond to fluctuations in the residential property market.

Highly Experienced Management Team Backed by a Strong Sponsor. We have a highly experienced managementteam. Our senior management team has an average of 30 years of experience in the UK residential property industry andrelated industries, including experience managing through at least three residential property downturns. This experience hasprovided our management team with a deep understanding of the dynamics of the UK housing market and we believe thisexperience also puts us in a position to capitalize on upturns and minimize the effect of downturns in the market. Our teamalso has a track record of successfully managing the integration of large acquisitions, including our recent acquisition of 307estate agency branches from Bradford & Bingley Group plc in 2004 and 104 branches from Friends Provident Estate Agents

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in 2002. Apollo is one of the leading private equity investors in the world and recently completed the acquisition of RealogyCorporation, a leading US-based estate agency business. Apollo also has a strong European track record, includinginvestments in Cablecom, CEVA Logistics, Primacom and Unity Media.

Our StrategyOur business strategy is focused on the following initiatives:Capitalize on our Position as the United Kingdom’s Largest Estate Agency Group to Grow our Estate Agency

Business. We believe that scale is a key success factor in the UK residential property market. We therefore intend to focus onfurther consolidating our leading market position by building on our extensive UK-wide footprint and increasing marketshare through organic growth and opportunistic acquisitions. We intend to open up to 100 new estate agency branches overthe next three years in attractive local markets, both in the 670 towns in the United Kingdom where we currently haveoperations and in new locations. We have historically grown our estate agency business through acquisitions, most recentlythrough our acquisition of 307 estate agency branches from Bradford & Bingley Group plc in 2004. We will continue tomake acquisitions in areas where there is potential for growth or that otherwise serve our overall long-term strategy andgoals. Because there are few remaining estate agency operations as large as Bradford & Bingley, we intend to makeopportunistic acquisitions, where possible and at a reasonable cost, of smaller regional and local estate agency businesses.

Exploit Consolidation and Growth Opportunities in the UK Lettings Market with a Dedicated Lettings Division. Webelieve we have set the stage for further growth in our lettings business by establishing a separate Lettings Division andinstalling a management team focused on developing the potential of the business. In the UK lettings market, which has yetto experience substantial consolidation, we intend to implement a targeted acquisition program to increase the scale of ouroperations. In February 2007, we completed the acquisition of a Nottingham-based lettings business with 1,100 units undermanagement, and are actively exploring other opportunities. We also plan to convert up to 40 of our existing co-locatedestate agency and lettings branches into stand-alone lettings operations and to explore opportunities to open additionallettings branches. We believe that given the highly fragmented nature of the lettings market and the intensity of our focus onthis sector, our Lettings Division will be able to increase its leading market share and achieve the same level of marketpenetration in the lettings market as our Estate Agency Division has in the residential property sales market.

Expand the Products Offered by our Financial Services Division to our Existing Customer Base. We intend to growour Financial Services Division by expanding the range of products we offer to our existing financial services customer baseand purchasers who buy their home through one of our estate agency branches. For example, we intend to expand ourremortgage business by establishing a call center to offer remortgaging advice, in partnership with our panel of mortgagelenders, to our past mortgage clients whose initial preferential mortgage arrangements are expiring. Drawing on ourunderstanding of recent homebuyers’ typical credit needs, we also intend to offer new third-party financial services products,in particular secured and unsecured personal loans and home equity lines of credit to mortgage clients.

Improve Surveyor Productivity by Leveraging our Technology and the Countrywide Associates Program. In ourSurveying and Valuation Division, we plan to complete the ongoing roll-out of our proprietary tablet-based technology,which we believe will enable our surveyors to complete surveys and valuations more quickly and accurately. We believe thatthis technology will also allow all of our surveyors to work remotely, allowing us to close a significant number of our localsurveying and valuation offices over the next two to three years. We also plan to complete the establishment of ourCountrywide Associates Program for independent surveyors, who, in exchange for a percentage of their fee, acceptinstructions from us. We believe this program has the potential to optimize the division’s capacity and decrease itsoperational leverage without incurring the overhead cost of hiring additional surveyors.

Increase the Capacity of our Conveyancing Division to Fully Capitalize on the Leads Generated by our EstateAgencies. We believe our Conveyancing Division is poised for renewed growth. We aim to increase the division’s capacityby leveraging our upgraded information technology systems, improving communications channels between our conveyancersand our customers and outsourcing parts of the conveyancing process to India, which we believe will also decrease our per-unit costs. With increased capacity, we believe we can capture a larger percentage of the potential leads generated by ourEstate Agency Division, which, in the longer term will free up capacity for our conveyancing panel management business toseek out third-party clients. We believe these measures, combined with the closure of our loss-making remortgageconveyancing business, will drive growth in this area.

Exploit the Opportunities Presented by Home Information Packs. While the contemplated introduction of HomeInformation Packs has introduced substantial uncertainty into the UK residential property market, we believe that this newrequirement also presents a significant market opportunity. We believe that as a result of the scale of our operations, ourprovision of integrated residential property services and the strength of our brands, we are well-placed to exploit thisopportunity. For example, we are currently training our surveyors and establishing a panel of third-party providers to performenergy performance reviews of homes in anticipation of becoming a leading provider of Energy Performance Certificates forHome Information Packs.

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Improve our Estate Agents’ Performance. We plan to further enhance the performance and efficiency of our estateagents by increasing their access to information technology and communications tools, such as PDAs and email. We alsoplan to improve the use by estate agents across our network of best practices, including, for example, utilizing more focusedresidential property advertising and marketing. Finally, we plan to develop our estate agent training program in order topromote effective cross-selling and will consider the use of additional targeted incentive programs to encourage our topperforming employees.

Improve Operational Performance and Capture the Benefits of Synergies. As a result of our significant and growingmarket share and geographical presence we believe we will be able to successfully develop and implement group-wide bestpractices resulting in improved operational performance. For example, we believe that we have further opportunities torealize benefits from increasing the commission levels, financial services conversion rates and operational performance of theBradford & Bingley branches we acquired to the levels achieved in the rest of our group.

Our Equity SponsorApollo was founded in 1990 and is among the most active and successful private investment firms in the world in terms

of both number of investment transactions completed and aggregate dollars invested. Since its inception, Apollo has managedthe investment of an aggregate of approximately $16 billion in capital, including more than $14 billion invested in leveragedbuyouts, in a wide variety of industries, both in the United States and internationally. Companies owned or controlled byApollo or in which Apollo or its affiliates has a significant equity investment include, among others, Affinion, AMCEntertainment, Berry Plastics, Covalence Specialty Materials, Goodman Global, Hexion Specialty Chemicals, Intelsat,Metals USA, Rexnord and Verso Paper. Apollo also has a strong European track record, including investments in Cablecom,CEVA Logistics, Primacom and Unity Media.

In addition, Apollo recently completed its acquisition of Realogy Corporation, a leading US-based estate agencybusiness.

The TransactionsThe Acquisition

On March 2, 2007, the issuer agreed to acquire the entire issued and to be issued share capital of Countrywide (the“Acquisition”). On April 9, 2007, the board of directors of Countrywide received a conditional and non-binding proposalfrom a third party in relation to a possible competing offer for the whole of the issued and to be issued share capital ofCountrywide. As required under the terms of the agreements between Countrywide and Apollo, Countrywide notified Apolloof the approach and Apollo announced a revised offer with increased consideration and equity participation for eligibleelecting shareholders on April 11, 2007, which the board of Countrywide recommended to the Countrywide shareholders.

The Acquisition under the revised offer will be implemented by means of a scheme of arrangement betweenCountrywide and its shareholders under Section 425 of the Companies Act (the “Scheme”) and will involve a reduction ofcapital under Section 135 of the Companies Act (the “Reduction of Capital”).

The Acquisition was approved by the Countrywide shareholders at an extraordinary general meeting held on April 13,2007, but remains subject to the sanction of the High Court of Justice in England and Wales (the “Court”), regulatoryapproval and other customary closing conditions. The Court hearings to sanction the Scheme and confirm the Reduction ofCapital are expected on May 1, 2007 and May 3, 2007, respectively. If the requisite Court orders are obtained, the Schemeand the Reduction of Capital are expected to become effective on May 4, 2007, at which time all of the issued share capital ofCountrywide will be registered in the name of the issuer.

If the Scheme and the Reduction of Capital have not become effective by August 31, 2007, the Scheme will lapseunless the issuer and Countrywide agree to extend such date (and, if appropriate, the Court approves such extension).

Under the Acquisition, Countrywide shareholders will be entitled to receive 530 pence in cash and 0.16487 Rightmoveshares per Countrywide share, valuing each Countrywide share at 617 pence and the existing ordinary share capital ofCountrywide at approximately £1,054 million (based on the closing price of a Rightmove share of 525 pence on April 11,2007). Countrywide shareholders may elect (and in certain circumstances will be deemed to elect) to have all but not lessthan all of the Rightmove shares they are entitled to receive under the Scheme sold on their behalf. Countrywide will sellRightmove shares on behalf of electing Countrywide shareholders and Countrywide will remit the net proceeds to them. Thedistribution or disposal of the Rightmove shares will represent the disposal of Countrywide’s entire interest in Rightmove.

In addition, subject to certain securities law restrictions, Countrywide shareholders may elect to receive a combinationof Castle HoldCo 1 Class B shares (the “Class B Shares”) and Castle HoldCo 2 Class B notes (the “Class B Notes”) in lieu ofall or part of the cash consideration to which they are entitled in connection with the Acquisition (the “Unlisted SecuritiesAlternative”), up to an aggregate of £137.52 million. The Unlisted Securities Alternative will only be implemented if valid

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elections for the Unlisted Securities Alternative are received in respect of at least £20.0 million of the cash consideration dueunder the Acquisition.

The FinancingThe financing of the Acquisition (the “Financing”) includes:• the offering of the notes, consisting of £470.0 million of senior secured notes and £170.0 million of senior notes;• the £100.0 million senior secured revolving credit facility (with £72.8 million expected to remain undrawn

immediately following the consummation of the Acquisition) (together with the offering of the notes hereby, the“Debt Financing”); and

• the shareholder contribution of up to £305.2 million by affiliates of Apollo, subject to reduction in connection withthe Unlisted Securities Alternative mentioned above (the “Equity Financing”).

See “Use of Proceeds.”

Summary Corporate and Financing StructureThe following diagram sets forth a summary of our corporate and financing structure following the Financing and the

Acquisition. For a summary of the debt obligations referenced in this diagram, see “Description of Other Indebtedness,”“Description of the Senior Secured Notes” and “Description of the Senior Notes.” The indentures governing the notes willrestrict the issuer from conducting any business operations other than those in connection with the Transactions.

(1) The shareholder contribution of up to £305.2 million by affiliates of Apollo consists of approximately £30.2 million contributed by means of a subscription forClass A Shares issued by Castle HoldCo 1 and up to £275.0 million contributed by means of a subscription for Class A Notes issued by Castle HoldCo 2 toaffiliates of Apollo. The gross proceeds of the issue of the Class A Notes will be lent by Castle HoldCo 2 on a subordinated basis to the issuer via Holdings. Thegross proceeds of the issue of the Class A Shares will be contributed to the issuer via Castle HoldCo 2 and Holdings. The amount of the shareholder contributionby affiliates of Apollo will be reduced by the amount of funds (if any) contributed pursuant to the Unlisted Securities Alternative.

(2) Subject to certain restrictions, Countrywide shareholders may elect to receive a combination of Castle HoldCo 1 Class B Shares and Castle HoldCo 2 Class BNotes in lieu of all or part of the cash consideration to which they are entitled in connection with the Acquisition, up to an aggregate of £137.52 million. See“The Acquisition.” For further information about the Class B Shares and the Class B Notes, see “Security Ownership—Class A Shares and Class B Shares andClass A Notes and Class B Notes.”

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(3) Our obligations under the senior secured notes and the senior secured revolving credit facility will be secured by a first-priority pledge of all of the equityinterests of the issuer held by Holdings. Our obligations under the senior notes will be secured by a second-priority pledge of all of the equity interests of theissuer held by Holdings.

(4) On and after the issue date, the issuer’s obligations under the senior secured notes will be secured by a first-priority pledge of substantially all of the assetsowned by the issuer, including with effect from the date on which the capital stock of Countrywide is registered in the name of the issuer, all of the equityinterests in Countrywide. The issuer’s obligations under the senior secured revolving credit facility will be secured by a first-priority pledge of the samecollateral and, in the event of enforcement of the security, the obligations under the senior secured revolving credit facility and certain hedging obligations willbe satisfied in full before repayment of the senior secured notes from the proceeds of such collateral. The issuer’s obligations under the senior notes will besecured by a second-priority pledge of all of the equity interests in Countrywide from the date on which the capital stock of Countrywide is registered in thename of the issuer.

(5) Includes dormant subsidiaries, an FSA-regulated subsidiary and TitleAbsolute.(6) After the completion of all necessary financial assistance “whitewash” procedures, Countrywide and certain of its subsidiaries will (i) guarantee our obligations

under the notes and the senior secured revolving credit facility and (ii) provide first-priority pledges of substantially all of the assets owned by them to secure ourobligations under the senior secured notes and the senior secured revolving credit facility. For the year ended December 31, 2006, the guarantors accounted for94.4% of our revenue, 94.7% of our EBITDA and 93.5% of our total assets excluding intercompany balances, internally generated goodwill and investments insubsidiaries. Our FSA regulated entity is not a guarantor and accounted for approximately 4.4% of our revenue, 12.6% of our EBITDA and 4.1% of our totalassets excluding intercompany balances, internally generated goodwill and investments in subsidiaries. The EBITDA contribution of this subsidiary was offsetby losses in other non-guarantor subsidiaries, resulting in net EBITDA of our non-guarantors of approximately 5.3%. For the same period, our non-guarantorsaccounted for 11.5% of our total net assets. For further information about the guarantors, see “Listing and General Information.”

(7) The senior secured revolving credit facility will provide for up to £100.0 million of senior secured revolving credit borrowings and letters of credit to be drawnby the issuer or, other than in respect of the initial drawing to be made on May 18, 2007, Countrywide and certain other wholly owned subsidiaries of the issuerthat may become borrowers in the future. We expect that £27.2 million will be drawn under the senior secured revolving credit facility on May 18, 2007.

The IssuerThe issuer, Castle HoldCo 4, Ltd., is an exempted company incorporated under the laws of the Cayman Islands with

limited liability and registered number WK-182043 and tax resident in the United Kingdom. The issuer was incorporated onFebruary 14, 2007, has not itself traded and has acted as a holding company for Countrywide since the scheme effective date.The issuer’s registered office is located at Walkers SPV Limited, Walker House, 87 Mary Street, George Town, GrandCayman KEY-9002, Cayman Islands, and its principal premises are located at 25 St. George Street, 5th floor, London W1S1FS, United Kingdom, telephone number: +44 (0)1376 533 700.

The OfferingThe summary below describes the principal terms of the notes. Certain of the terms and conditions described below are

subject to important exceptions. You should carefully review the “Description of the Senior Secured Notes,” “Description ofthe Senior Notes” and “Description of Other Indebtedness—Intercreditor Agreement” sections of these listing particulars,which contain more detailed descriptions of the terms and conditions of the notes.

Issuer Castle HoldCo 4, Ltd.

Notes OfferedSenior Secured Floating Rate Notes £370,000,000 aggregate principal amount of Senior Secured Floating Rate

Notes due 2014.

Senior Secured Toggle Notes £100,000,000 aggregate principal amount of Senior Secured Floating RatePIK-Election Notes due 2014.

Senior Notes £170,000,000 aggregate principal amount of 9 7/8% Senior Notes due 2015.

Maturity DateSenior Secured Notes The senior secured notes will mature on May 15, 2014.

Senior Notes The senior notes will mature on May 15, 2015.

Interest Rates and Payment DatesSenior Secured Floating Rate Notes We will pay interest on the senior secured floating rate notes quarterly on

each August 15, November 15, February 15 and May 15, commencing onAugust 15, 2007. Interest will accrue at a rate per annum, reset quarterly,equal to three-month LIBOR plus 2.875%. Interest on the senior securedfloating rate notes will accrue from the issue date of the senior securedfloating rate notes.

Senior Secured Toggle Notes We will pay interest on the senior secured toggle notes quarterly on eachAugust 15, November 15, February 15 and May 15, commencing on August15, 2007. For any interest period through May 15, 2011, we may elect to payinterest on the senior secured toggle notes (a) entirely in cash, (b) entirely byincreasing the principal amount of the senior secured toggle notes or issuing

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new senior secured toggle notes or (c) in an evenly split combination of theforegoing. Interest payable in cash will accrue at a rate per annum, resetquarterly, equal to three-month LIBOR plus 3.25%, and interest payable byincreasing the principal amount of the senior secured toggle notes or issuingnew senior secured toggle notes will accrue at the cash interest rate plus0.75% per annum. After May 15, 2011, we must pay all interest payments onthe senior secured toggle notes in cash. Interest on the senior secured togglenotes will accrue from the issue date of the senior secured toggle notes.

Senior Notes The interest rate on the senior notes will be 9 7/8%, payable semi-annually inarrears on November 15 and May 15 of each year, commencing November15, 2007. Interest on the senior notes will accrue from the issue date of thesenior notes.

Guarantees The notes will not be guaranteed on the issue date. The issuer has agreed toutilize all necessary financial assistance “whitewash” procedures in order tocause Countrywide and certain of its subsidiaries to guarantee the notes notlater than May 18, 2007. The guarantees of the notes will be seniorobligations of the guarantors. If we cannot make payments on the notes whenthey are due, the guarantors must make them instead.

RankingSenior Secured Notes and Related

GuaranteesThe senior secured notes and the related guarantees will rank:

• equal in right of payment with all of our and the guarantors’existing and future senior secured indebtedness, includingindebtedness under the senior secured revolving credit facilityand any other first lien credit facilities and secured obligations,and effectively senior in right of payment to our existing andfuture unsecured or second-priority secured obligations,including the senior notes, to the extent of the value of thecollateral securing our first-priority obligations;

• senior in right of payment to our and the guarantors’ existingand future subordinated indebtedness; and

• effectively junior in right of payment to all of the liabilities,including trade payables, of our subsidiaries that have notguaranteed the senior secured notes.

With respect to the collateral, the indebtedness and obligations under thesenior secured notes, the senior secured revolving credit facility and certainother existing and future indebtedness and obligations permitted under theindenture governing the senior secured notes will be secured by first-priorityliens. Under the terms of the Intercreditor Agreement, however, in the eventof enforcement of the security, the holders of the senior secured notes willreceive proceeds from the collateral only after the lenders under the seniorsecured revolving credit facility and creditors under certain hedgingobligations have been repaid in full.

As of December 31, 2006, on a pro forma basis after giving effect to theTransactions, we would have had, in addition to the senior secured notes:

• £27.2 million of indebtedness outstanding under the seniorsecured revolving credit facility, with £72.8 million inadditional revolving credit availability;

• £170.0 million of senior notes; and• no secured third-party indebtedness in the Countrywide group.

In addition, assuming that the financial assistance “whitewash” procedureshad been completed and that all guarantees contemplated under the indentureshad been provided, our non-guarantor subsidiaries would have had as of such

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date approximately £13.2 million of liabilities outstanding, including tradepayables but excluding intercompany obligations.

Senior Notes and Related Guarantees The senior notes and the related guarantees will rank:

• equal in right of payment with all of our and the guarantors’existing and future senior indebtedness, but effectively juniorin right of payment to all of our first-priority secured debt,including the senior secured revolving credit facility and thesenior secured notes, to the extent of the value of the collateralsecuring such obligations;

• senior in right of payment to our and the guarantors’ existingand future subordinated indebtedness; and

• effectively junior in right of payment to all of the liabilities,including trade payables, of our subsidiaries that have notguaranteed the senior notes.

Under the terms of the Intercreditor Agreement, in the event of a foreclosureon the collateral securing the senior notes or insolvency proceedings, theholders of the senior notes will receive proceeds from the collateral only afterthe lenders under the senior secured revolving credit facility and the holdersof the senior secured notes have been repaid in full.

As of December 31, 2006, on a pro forma basis after giving effect to theTransactions, we would have had, in addition to the senior notes:

• £27.2 million of indebtedness outstanding under the seniorsecured revolving credit facility, with £72.8 million inadditional revolving credit availability;

• £470.0 million of senior secured notes; and• no secured third-party indebtedness in the Countrywide group.

In addition, assuming that the financial assistance “whitewash” procedureshad been completed and that all guarantees contemplated under the indentureshad been provided, our non-guarantor subsidiaries would have had as of suchdate approximately £13.2 million of liabilities outstanding, including tradepayables but excluding intercompany obligations.

CollateralSenior Secured Notes Subject to the terms of the security documents, the senior secured notes and

the related guarantees will be secured by liens ranking equally with allsecured debt outstanding under the senior secured revolving credit facility.The liens will constitute first-priority liens on (i) on the issue date, the capitalstock or other equity interests held by Holdings in the issuer and substantiallyall the assets held by the issuer, (ii) on and after the date on which theordinary shares of Countrywide are registered in the name of the issuer, thecapital stock or other equity interests held by the issuer in Countrywide and(iii) after the completion of all necessary financial assistance “whitewash”procedures, substantially all the assets held by any of the subsidiaryguarantors, other than certain excluded assets. See “Description of the SeniorSecured Notes—Security.”

Senior Notes Subject to the terms of the security documents, the senior notes will besecured on a second-priority basis by (i) on the issue date, the capital stock orother equity interests held by Holdings in the issuer and (ii) on and after thedate on which the ordinary shares of Countrywide are registered in the nameof the issuer, the capital stock or other equity interests held by the issuer inCountrywide. See “Description of the Senior Notes—Security.”

Intercreditor Agreement Pursuant to the Intercreditor Agreement, the liens securing the senior secured

28

notes will be first priority liens that rank equally with the liens that secure(i) on and after May 18, 2007, obligations under the senior secured revolvingcredit facility, (ii) certain other future indebtedness permitted to be incurredunder the indentures governing the notes and (iii) certain obligations underhedging arrangements, and the liens securing the senior notes will be secondpriority liens that rank equally with the liens that secure certain other futureindebtedness permitted to be incurred under the indentures governing thenotes. Such liens will be evidenced by security documents for the benefit ofthe holders of the senior secured notes, the holders of the senior notes, thelenders and letter of credit issuers under the senior secured revolving creditfacility and the holders of certain other future indebtedness and obligations.Under the terms of the Intercreditor Agreement, however, in the event ofenforcement of the security, holders of the senior secured notes will receiveproceeds from the collateral only after the lenders and letter of credit issuersunder the senior secured revolving credit facility have been repaid andobligations owed to creditors under certain hedging obligations have beendischarged. Moreover, the Intercreditor Agreement will give effect to thepriority of the liens securing the obligations under the senior securedrevolving credit facility and the senior secured notes and provide for a 179-day standstill on enforcement in the case of the senior notes.

Sharing of First-Priority Lien In certain circumstances, we may secure specified indebtedness permitted tobe incurred by the covenant described in “Description of the Senior SecuredNotes—Certain Covenants—Limitation on Indebtedness” by granting liensupon any or all of the collateral securing the senior secured notes, on an equalbasis with the first-priority liens securing the senior secured revolving creditfacility and the senior secured notes.

Sharing of Second-Priority Lien In certain circumstances, we may secure specified indebtedness permitted tobe incurred by the covenant described in “Description of the Senior Notes—Certain Covenants—Limitation on Indebtedness” by granting liens upon anyor all of the collateral securing the senior notes, on an equal basis with thesecond priority liens securing the senior notes and, in the case of certainpermitted indebtedness, on a prior ranking basis.

Optional RedemptionSenior Secured Notes We may redeem some or all of the senior secured notes at any time and from

time to time on or after May 15, 2008, at the redemption prices set forth inthese listing particulars. Prior to May 15, 2008, we may redeem some or all ofthe senior secured notes at a redemption price equal to 100% of the principalamount of the senior secured notes plus accrued and unpaid interest, if any, tothe applicable redemption date plus the applicable “make-whole” premium setforth in these listing particulars. See “Description of the Senior SecuredNotes—Optional Redemption.”

Senior Notes …………………… We may redeem some or all of the senior notes at any time and from time totime on or after May 15, 2011, at the redemption prices set forth in theselisting particulars. Prior to May 15, 2011, we mayredeem some or all of the senior notes at a redemption price equal to 100% ofthe principal amount of the senior notes plus accrued and unpaid interest, ifany, to the applicable redemption date plus the applicable “make-whole”premium set forth in these listing particulars. In addition, at any time on orprior to May 15, 2010, we may redeem up to 35% of the aggregate principalamount of the senior notes with the proceeds of certain equity offerings. See“Description of the Senior Notes—Optional Redemption.”

Change of Control If a change of control occurs, we must give holders of the notes anopportunity to sell us their notes at a purchase price of 101% of the principalamount of such notes, plus accrued and unpaid interest, if any, to the date ofpurchase. The term “Change of Control” is defined under “Description of theSenior Secured Notes—Change of Control” and “Description of the Senior

29

Notes—Change of Control.”

Redemption for Taxation Reasons In the event of certain developments affecting taxation, we may redeem all,but not less than all, of the notes at 100% of the principal amount thereof, plusaccrued and unpaid interest to the date of redemption. See “Description of theSenior Secured Notes—Redemption for Taxation Reasons” and “Descriptionof the Senior Notes—Redemption for Taxation Reasons.”

Certain Covenants The indentures governing the notes will contain covenants that, among otherthings, limit our ability and the ability of our subsidiaries to:

• incur additional indebtedness;• make restricted payments, including dividends or other

distributions;• create certain liens;• sell assets;• in the case of our restricted subsidiaries, enter into

arrangements that restrict dividends or other payments to us;• in the case of our restricted subsidiaries, guarantee or incur

debt;• engage in transactions with affiliates;• create unrestricted subsidiaries;• consolidate, merge or transfer all or substantially all of our

assets and the assets of our subsidiaries on a consolidatedbasis; and

• impair the security interests.

These covenants are subject to a number of important limitations andexceptions as described under “Description of the Senior Secured Notes—Certain Covenants” and “Descriptions of the Senior Notes—CertainCovenants.”

Transfer Restrictions The notes and the guarantees have not been registered under the US SecuritiesAct and may not be offered or sold, except pursuant to an exemption from, orin a transaction not subject to, the registration requirements of the USSecurities Act.

Use of Proceeds We will use the net proceeds from the issue of the notes, together withborrowings under the senior secured revolving credit facility and the proceedsof the Equity Financing: (i) to pay the cash portion of the purchase price forthe Acquisition (including to set up a reserve for the acquisition of shares ofCountrywide to be issued upon the exercise of the share options outstandingprior to the Scheme Payment Date); (ii) to repay pension liabilities, ifapplicable, of Countrywide; and (iii) to pay the fees, expenses and other costsrelated to the Transactions. See “Use of Proceeds.”

Denomination The senior secured floating rate notes and senior notes will have minimumdenominations of £50,000 and integral multiples of £1,000. The seniorsecured toggle notes will have minimum denominations of £1.00 and integralmultiples of £1.00. In addition, the senior secured toggle notes may only betransferred or exchanged in principal amounts of £50,000 or greater.

No Prior Listing The notes will be new securities for which there is currently no market.Although the initial purchasers have informed us that they intend to make amarket in the notes, they are not obligated to do so and they may discontinuemarket-making at any time without notice. Accordingly, we cannot assure youthat a liquid market for the notes will develop or be maintained.

Listing and Trading Application has been made to list the notes on the Alternative Securities

30

Market of the Irish Stock Exchange.

Governing Law The indentures, the Intercreditor Agreement and the notes are governed by thelaws of the State of New York. The security agreements are governed by thelaws of England and Wales.

Trustee and Security Trustee Deutsche Trustee Company Limited

Registrar and Listing Agent Deutsche Bank Luxembourg S.A.

Paying Agent, Calculation Agent andTransfer Agent

Deutsche Bank AG, London Branch

Irish Transfer Agent and Paying Agent Deutsche International Corporate Services (Ireland) Limited

Security Agent Deutsche Bank AG, London Branch, as the security agent under theIntercreditor Agreement.

You should refer to the section entitled “Risk Factors” beginning on page 26 for an explanation of certain risksinvolved in investing in the notes.

SUMMARY HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL AND OTHER INFORMATIONSet forth below is summary historical consolidated financial data of our business as of and for the years ended

December 31, 2006, 2005 and 2004, which has been derived from our consolidated financial information and the notesthereto, which have been prepared in accordance with IFRS, included elsewhere in these listing particulars.

Also presented below is summary unaudited condensed consolidated pro forma financial data which has been preparedto give pro forma effect to the Transactions as if they had occurred on January 1, 2006 for income statement purposes and onDecember 31, 2006 for balance sheet purposes. The pro forma financial data is provided for informational purposes only andshould not be considered indicative of the results of operations or financial position that we might have achieved for the yearended December 31, 2006 or as of December 31, 2006 had the Transactions occurred as of the dates assumed, and should notbe taken as representative of our future results of operations or financial condition for any future period. While the pro formafinancial data has been derived from historical financial information prepared in accordance with IFRS, such financial datacontains financial measures other than those in accordance with IFRS and should not be considered in isolation from or as asubstitute for our historical financial information.

The Acquisition will be accounted for using purchase accounting. The pro forma financial data presented, includingallocations of purchase price, are based upon preliminary estimates of the fair values of assets acquired and liabilitiesassumed, available information and assumptions and will be revised as additional information becomes available. The actualadjustments to our consolidated financial information upon the closing of the Transactions will depend on a number offactors, including additional information available and our net assets on the closing date of the Transactions. Therefore, theactual adjustments will differ from the pro forma adjustments, and the differences may be material.

The tables below also include certain unaudited operational data which have been derived from our operating systemsand other non-financial sources. You should not place undue reliance on this operating data, which may not be indicative ofour historical or future results of operations.

Some financial information in these listing particulars has been rounded and, as a result, the figures shown as totals inthese listing particulars may vary slightly from the exact arithmetic aggregation of the figures that precede them.

The information below should be read together with the consolidated financial information and the notes theretoincluded elsewhere in these listing particulars, along with “Risk Factors,” “Capitalization” “Unaudited Pro Forma CondensedConsolidated Financial Information,” “Selected Financial and Operating Information” and “Operating and FinancialReview.”

You should regard the summary financial and operational information below only as an introduction and should baseyour investment decision on a review of the entire listing particulars.

Condensed Consolidated Income Statement Data

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For the year ended December 31,

2004 2005 2006

(audited)(£’000s)

Continuing OperationsRevenue........................................................................................................ 474,186 528,164 654,204Other income ................................................................................................ 9,614 14,264 17,399Exceptional income....................................................................................... — 4,982 —Total Revenue.............................................................................................. 483,800 547,410 671,603Employee benefit costs.................................................................................. (269,115) (317,007) (361,172)Depreciation, amortization and impairment.................................................... (9,782) (10,872) (12,089)Regular expenses........................................................................................... (152,262) (182,608) (202,828)Exceptional expenses .................................................................................... (11,333) (5,540) (3,270)Group operating profit before exceptional items........................................ 52,641 31,941 95,514Exceptional items (net).................................................................................. (11,333) (558) (3,270)Group operating profit................................................................................ 41,308 31,383 92,244Finance expense............................................................................................ (3,736) (5,603) (1,595)Finance income ............................................................................................. 2,219 2,252 2,346Share of profit post tax from joint ventures and associates.............................. 235 1,014 1,411Profit on part disposal of joint venture and associated undertakings................ — 2,621 19,357Profit before taxation .................................................................................. 40,026 31,667 113,763Taxation........................................................................................................ (13,989) (4,468) (31,907)Profit from continuing operations............................................................... 26,037 27,199 81,856Post tax profit from discontinued activities(1) .................................................. 1,419 — —Profit for the year .......................................................................................... 27,456 27,199 81,856

(1) Discontinued activities in 2004 relates to the life insurance business, which was demerged as part of the group restructuring in May 2004.

Segmental Financial Data

For the year ended December 31,

2004 2005 2006

(audited)(£’000s)

RevenueEstate Agency ..................................................................................................... 252,109 278,817 361,822Lettings............................................................................................................... 30,055 39,086 43,913Financial Services ............................................................................................... 63,966 74,473 91,577Surveying and Valuation ..................................................................................... 106,769 118,075 136,844Conveyancing ..................................................................................................... 22,303 19,127 22,731Eliminations(1)...................................................................................................... (1,016) (1,414) (2,683)Total revenue before other and exceptional income ......................................... 474,186 528,164 654,204

Operating profitEstate Agency ..................................................................................................... 22,629 8,500 53,470Lettings............................................................................................................... 4,048 5,589 7,963Financial Services ............................................................................................... 8,311 11,713 20,973Surveying and Valuation ..................................................................................... 27,005 18,722 26,733Conveyancing ..................................................................................................... (4,114) (7,657) (250)Segment results before exceptionals and other non-recurring items....................... 57,879 36,867 108,889Unallocated expenses(3) ........................................................................................ (5,238) (4,926) (10,931)Non-recurring items(4) .......................................................................................... — — (2,444)Group operating profit before exceptional items(2) ........................................... 52,641 31,941 95,514

As of December 31,

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2004 2005 2006

(audited)(£’000s)

Total assetsEstate Agency ................................................................................................. 217,470 120,428 204,107Lettings........................................................................................................... 11,191 16,790 17,486Financial Services ........................................................................................... 50,706 67,893 73,774Surveying and Valuation ................................................................................. 68,620 51,750 77,002Conveyancing ................................................................................................. 11,521 7,344 4,830Unallocated assets(5)......................................................................................... 158,545 33,702 29,385Eliminations(6).................................................................................................. (330,908) (128,773) (178,156)Total assets .................................................................................................... 187,145 169,134 228,428

(1) Eliminations represent intercompany sales from the Estate Agency Division to the Conveyancing Division.(2) Exceptional items are in relation to aborted transaction costs, group restructurings and profits on disposal of properties.(3) Unallocated items relate primarily to certain head office costs.(4) Non-recurring items include other non-material one-off transactions, including impairment and business closure costs offset by profit on disposal of business.(5) Unallocated assets are in relation to investments held in joint ventures and associates and deferred tax unallocated assets.(6) Eliminations are in relation to investments in wholly owned subsidiaries.

Condensed Consolidated Balance Sheet Data

As of December 31,

2004 2005 2006

(audited)(£’000s)

Property, plant and equipment ........................................................................... 30,742 22,397 22,780Goodwill........................................................................................................... 35,377 37,737 30,685Other intangible assets....................................................................................... 11,224 6,164 6,143Other financial assets......................................................................................... 1,217 1,225 1,233Investment in joint ventures and associated undertakings ................................... 4,561 3,738 6,462Deferred tax assets ............................................................................................ 7,512 11,479 10,192Other debtors over one year............................................................................... 2,294 1,401 123Total non-current assets..................................................................................... 92,927 84,141 77,618Trade and other receivables ............................................................................... 72,820 78,006 86,440Cash and cash equivalents ................................................................................. 21,398 6,987 64,370Total assets ....................................................................................................... 187,145 169,134 228,428Short term borrowings....................................................................................... (2,297) — —Other current liabilities...................................................................................... (81,234) (97,483) (123,107)Total current liabilities ...................................................................................... (83,531) (97,483) (123,107)Non-current borrowings .................................................................................... (75,000) (5,000) —Other non-current liabilities............................................................................... (45,123) (43,228) (44,764)Total non-current liabilities................................................................................ (120,123) (48,228) (44,764)Net assets/(liabilities) ....................................................................................... (16,509) 23,423 60,557

Condensed Consolidated Cash Flow Statement

For the year ended December 31,

2004 2005 2006

(audited)(£’000s)

Cash flow from operating activities........................................................................ 49,516 34,152 93,116Cash flow from investing activities........................................................................ (58,095) 10,228 16,035Cash flow from financing activities........................................................................ (34,641) (56,494) (51,768)

Other Financial Data

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As of and for the year endedDecember 31,

2004 2005 2006

Pro forma asadjusted, asof and for

the year endedDecember 31,

2006

(unaudited)(£’000s)

EBITDA(1) ........................................................................................ 51,090 42,255 104,333 104,333EBITDA before exceptionals(2).......................................................... 62,423 42,813 107,603 107,603Adjusted EBITDA(3) ......................................................................... 63,451 45,696 113,297 113,297Pro forma as adjusted cash and cash equivalents(4) ............................. — — — 58,400Pro forma gross first lien secured cash pay debt(5) .............................. — — — 497,200Pro forma gross cash pay debt(6) ........................................................ — — — 667,200Pro forma net first lien secured cash pay debt (7) ................................ — — — 438,800Pro forma net cash pay debt(8)............................................................ — — — 608,800Pro forma cash interest expense(9)...................................................... — — — 58,397Ratio of pro forma net first lien secured cash pay debt to Adjusted

EBITDA...................................................................................... — — — 3.87Ratio of pro forma net cash pay debt to Adjusted EBITDA ............... — — — 5.37Ratio of Adjusted EBITDA to pro forma cash interest expense.......... — — — 1.94

(1) EBITDA is defined as profit for the period from continuing operations before results from joint ventures and associates, profit on disposal of interests in jointventures and associated undertakings, finance expense and income, taxation and depreciation, amortization and impairment. EBITDA is not a measurement ofour financial performance or liquidity under IFRS and should not be considered as a substitute for profit for the year, operating profit or any other performancemeasures derived in accordance with IFRS or as a substitute for cash flow from operating activities as a measure of our liquidity. Because not all companiescalculate EBITDA identically, this presentation of EBITDA may not be comparable to other similarly titled measures of other companies. The calculation ofEBITDA in these listing particulars may be different than the calculation of EBITDA under the indentures governing the notes. The following table reconcilesEBITDA presented herein to our net profit from continuing operations:

For the year endedDecember 31,

2004 2005 2006

Pro forma forthe year endedDecember 31,

2006

(unaudited)(£’000s)

Net profit from continuing operations ...................... 26,037 27,199 81,856 (2,263)Finance income ........................................................... (2,219) (2,252) (2,346) (2,346)Share of profit post tax from joint ventures and

associates................................................................ (235) (1,014) (1,411) (477)Profit on part disposal of joint venture and associated

undertakings ........................................................... — (2,621) (19,357) (2,620)Depreciation, amortization and impairment .................. 9,782 10,872 12,089 12,089Finance expense .......................................................... 3,736 5,603 1,595 95,742Taxation ...................................................................... 13,989 4,468 31,907 4,208EBITDA..................................................................... 51,090 42,255 104,333 104,333

(2) EBITDA before exceptionals is calculated by adding or subtracting from EBITDA items which we have identified as exceptional. EBITDA before exceptionalsis not a measurement of our financial performance or liquidity and should not be considered as a substitute for profit for the year, operating profit or any otherperformance measures derived in accordance with IFRS or as a substitute for cash flow from operating activities as a measure of our liquidity. The followingtable reconciles EBITDA presented herein to EBITDA before exceptionals:

For the year endedDecember 31,

2004 2005 2006

Pro forma forthe year endedDecember 31,

2006

(unaudited)(£’000s)

EBITDA..................................................................... 51,090 42,255 104,333 104,333Exceptional ItemsCost of group restructuring(a) ........................................ 9,424 — — —Loss on disposal of investment property(b)..................... 1,909 — — —Write-off of computer costs(c) ....................................... — 5,540 — —Profit on disposal of freehold property(d) ....................... — (4,982) — —

34

For the year endedDecember 31,

2004 2005 2006

Pro forma forthe year endedDecember 31,

2006

(unaudited)(£’000s)

Aborted transaction costs(e) ........................................... — — 3,270 3,270Total ........................................................................... 11,333 558 3,270 3,270EBITDA before exceptionals..................................... 62,423 42,813 107,603 107,603

(a) Our historical consolidated financial information for the year ended December 31, 2004 includes costs in relation to the demerger of the Life Business inMay 2004, which obtained a separate listing on the London Stock Exchange as Chesnara plc. Shareholders received shares in the new company,Chesnara, and in the newly listed Countrywide plc in exchange for Countrywide Assured Group plc shares previously held.

(b) Our historical consolidated financial information for the year ended December 31, 2004 includes a loss on disposal of a property held by the group toStandard Life Investments Limited.

(c) Our historical consolidated financial information for the year ended December 31, 2005 contains costs in relation to the write off of a bespoke softwaredeveloped for Countrywide Property Lawyers’ conveyancing division which was replaced with an alternative system. Therefore the carrying value of thesoftware (£3.6 million at December 31, 2005) together with associated contract costs was fully written off during the year ended December 31, 2005.

(d) Our historical consolidated financial information for the year ended December 31, 2005 contains profit on disposal of freehold property. This was a one-off program of disposals to generate cash.

(e) Our historical consolidated financial information for the year ended December 31, 2006 contains charges in relation to the failed take-over bid by asubsidiary of 3i Investments plc.

(3) Adjusted EBITDA is calculated by adding or subtracting from EBITDA before exceptionals certain additional items that were not classified as exceptionals butwhich we believe to be non-recurring within the operating results of the periods presented. Adjusted EBITDA is not a measurement of our financial performanceor liquidity and should not be considered as a substitute for profit for the year, operating profit or any other performance measures derived in accordance withIFRS or as a substitute for cash flow from operating activities as a measure of our liquidity. The following table reconciles Adjusted EBITDA presented herein toEBITDA before exceptionals:

For the year endedDecember 31,

2004 2005 2006

Pro forma forthe year endedDecember 31,

2006

(unaudited)(£’000s)

EBITDA before exceptionals..................................... 62,423 42,813 107,603 107,603Other “non-recurring items”Termination of remortgage conveyancing business(a)..... 1,028 1,583 3,693 3,693Profit on sale of commercial surveying business(b) ........ — — (1,999) (1,999)Pension mis-selling provision(c) .................................... — 1,300 4,000 4,000Adjusted EBITDA ..................................................... 63,451 45,696 113,297 113,297

(a) Our historical consolidated financial information includes results in relation to the remortgage business, which accounted for an EBITDA loss of £1.6million in 2006, £1.6 million in 2005 and £1.1 million in 2004. In 2006 we announced our intention to close this business once existing instructions hadbeen completed. The provision for closure costs is £2.1 million at December 31, 2006.

(b) Our historical consolidated financial information for 2006 includes profits on the sale of the commercial surveying business (£2.0 million). We havedetermined that the profit on such sale is non-recurring in nature and we have therefore removed the historical profit on disposal from our calculation ofAdjusted EBITDA.

(c) We are involved in certain disputes with former life insurance and financial advisory subsidiaries regarding the extent of indemnities we (or apredecessor firm) provided at the time of the disposal of such subsidiaries in respect of mis-selling claims in the 1990s. However, we remain liable forthese previous activities and accordingly we have recorded provisions as of December 31, 2006 and 2005 in respect of claims which have not yet beensettled. We are currently in negotiation to settle one of the pension mis-selling disputes to which we are a party.

(4) Pro forma as adjusted cash and cash equivalents reflects the pro forma cash and cash equivalents balance as of December 31, 2006 adjusted for the assumedmovements in cash up to the date of the Acquisition, which for the purposes of the Acquisition consideration is £58.4 million as of March 31, 2007. See“Capitalization” and “Unaudited Pro Forma Condensed Consolidated Financial Information.”

(5) Pro forma gross first lien secured cash pay debt represents pro forma gross cash pay debt less the senior notes.

(6) Pro forma gross cash pay debt represents the gross repayable balance of pro forma debt (excluding subordinated shareholder PIK loans and the impact of anyamortization of debt issuance costs or issue discounts or premiums).

(7) Pro forma net first lien secured cash pay debt represents pro forma gross first lien secured cash pay debt less pro forma, as adjusted for the March 31, 2007balance of cash and cash equivalents.

(8) Pro forma net cash pay debt represents pro forma gross cash pay debt less pro forma, as adjusted for the March 31, 2007 balance of cash and cash equivalents.(9) Pro forma cash interest expense represents cash interest expense adjusted after giving effect to this offering and the pro forma borrowing of £27.2 million

anticipated under the senior secured revolving credit facility as if the borrowing and the offering had occurred with effect from January 1, 2006. This does notreflect interest that may be earned on the excess cash received from this offering. Cash interest expense includes interest accruing on the pro forma balance of£470.0 million senior secured notes (including £100.0 million senior secured toggle notes) and £170.0 million senior notes and the balance of senior securedrevolving credit facility assumed to be drawn on acquisition and outstanding for 90 days, as well as commitment fees or undrawn facilities. Pro forma cashinterest expense does not include interest accruing on our £275.0 million shareholder PIK Loan.

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Operational Data

As of and for the year ended December 31,

2004 2005 2006

(unaudited)Estate AgencyHouse sales exchanged(1)....................................................................... 80,650 85,106 103,252Average house price(2)........................................................................... £173,162 £179,294 £193,545Average commission rate(3) ................................................................... 1.69% 1.66% 1.67%Number of branches(4) ........................................................................... 884 1,064 1,059Franchises ............................................................................................ 107 113 120

LettingsProperties under management (retail).................................................... 10,760(5) 18,026 18,943Properties under management (corporate) ............................................. 31,982(5) 34,975 36,381Number of retail branches..................................................................... 123 129 134

Financial ServicesTotal mortgages arranged(6) ................................................................... 48,769 48,432 61,354

Value.......................................................................................... £4.6 billion £5.1 billion £7.1 billionPanel mortgages arranged(7)................................................................... 45,482 41,151 56,097

Value.......................................................................................... £4.4 billion £4.3 billion £6.5 billionLife insurance and mortgage payment protection policies sold .............. 32,229 33,814 49,811General insurance policies sold............................................................. 42,260 42,027 56,711Conversion rates

Mortgages................................................................................... 60.5% 56.9% 59.4%Life insurance and mortgage payment protection policies............. 40.0% 39.7% 48.2%General insurance........................................................................ 52.4% 49.4% 54.9%

Surveying and ValuationValuations and survey instructions completed....................................... 572,371 639,028 697,305

ConveyancingTotal completions................................................................................. 42,600 53,367 66,751

In-house...................................................................................... 33,530 24,089 27,676Panelled(8).................................................................................... 9,165 22,231 30,251Remortgages ............................................................................... — 7,047 8,824

(1) House sales exchanged is the number of residential property sales transactions which have reached the point at which the parties exchanged contracts, which isthe point at which our commission on the listing and sale of the property at issue becomes payable.

(2) Average house price is the total sales value of properties sold divided by the number of house sales exchanged.(3) Average commission rate is the total commission income divided by the number of house sales exchanged, expressed as a percentage of the average house price.(4) Number of branches is as of December 31 of the applicable year and excludes franchises.(5) Excludes properties managed by the Bradford & Bingley lettings business, which was acquired in October 2004.(6) Total number of mortgages arranged is the number of mortgages exchanged within the year.(7) Number of panel mortgages arranged is the number of mortgages exchanged within the year which were arranged through our lending panel.(8) Number of completions instructed to our panel of conveyancers, principally through TitleAbsolute.

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RISK FACTORS

An investment in the notes involves a high degree of risk. You should carefully consider the risks described below aswell as the other information contained in these listing particulars before buying any of the notes. Any of the following riskscould materially adversely affect our business, financial condition or results of operations. The risks described below are notthe only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to beimmaterial may also materially adversely affect our business, financial condition or results of operations. In any such case,you may lose all or part of your investment in the notes.

Risks Relating to Our BusinessA decline in the number of transactions, prices or commission rates in the UK residential property market, whether due tothe impact of macroeconomic factors or otherwise, could have a material adverse effect on our business, financialcondition and results of operations.

Our revenue and profits are substantially dependent on the volume of sale, buy-to-let, lettings, mortgage andremortgage transactions in the UK residential property market, the value of such transactions and the commission ratescharged or fees earned in such transactions.

Any of the following factors (or the public perception that any of these events may occur) could significantly decreasethe number of residential property transactions that take place in the United Kingdom or lead to a reduction in averageproperty prices or commission rates which, in turn, could have a material adverse effect on our business, financial conditionand results of operations:

• periods of economic slowdown or recession in the United Kingdom and, to a lesser extent, worldwide;• geopolitical uncertainty as a result of war or terrorism;• decreases in disposable income or lower wage and salary levels;• higher interest rates or any reduction in the availability of mortgage financing;• increased unemployment;• the exit from the market or a reduction in activity of speculative buy-to-let investors;• changes in government regulation;• declining demand for residential property;• decreasing home ownership rates;• substantial increases in housing supply;• commission pressure from estate agents who discount their commissions;• rising inflation;• lower housing affordability; and• lower consumer confidence.In particular, our business is significantly affected by the monetary policies of the Bank of England and the UK

government and its agencies. The policies of the Bank of England and the UK government affect the residential propertymarket through their effect on mortgage interest rates and the availability of mortgage financing as well as the pricing on ourinterest-earning assets and the cost of our interest-bearing liabilities. We are affected by both the speed and magnitude ofinterest rate increases. Since January 1, 2007, the Bank of England base rate has increased from 5.00% to 5.25% and recentinflation reports suggest that further increases are forthcoming. As mortgage rates increase, the number of transactions in theUK residential housing market may decrease as potential sellers and buyers choose to remain in their existing houses (withtheir existing comparatively lower cost mortgage) rather than sell their home and incur a mortgage at higher rates andpotential first-time buyers choose to rent rather than pay higher mortgage rates. In addition, to the extent that UK mortgagelenders experience difficulties that are similar or related to those faced by mortgage lenders in the United States, the resultingdecrease in the availability of mortgage financing may cause reduced demand and, consequently, reduced house prices andtransaction volumes, in the UK residential property market. Furthermore, the growth in home prices may slow as the demandfor homes decreases and homes become less affordable.

As a result of the factors described above, all of which are beyond our control, transaction volumes and prices in theUK residential property market have historically fluctuated from year to year and followed an overall cyclical pattern. Forexample, the last significant downturn in the UK residential property market occurred during 2004 and the first six months of2005, when the volume of transactions in that market declined following a series of swift interest rate increases implementedby the Bank of England. The resulting decline negatively affected our results for such periods. In addition, the cyclicality of

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the UK residential property market has led and may in the future lead to a lack of interest on the part of lending institutions toprovide significant debt financing to us.

A sustained decline in the number of UK residential property transactions, any resulting sustained decline in homeprices or a sustained or accelerated decline in commission rates charged by estate agents could materially adversely affect ourbusiness, results of operations and financial condition by reducing the commissions that we earn, our ability to acquiresufficient housing stock and the demand for the related services that we provide, such as valuations, surveys and financialservices.

The introduction of Home Information Packs has brought substantial uncertainty to the UK residential property market.Under the UK Housing Act 2004, beginning on June 1, 2007, the seller of each residential property must provide a

Home Information Pack prior to the initiation of the marketing of the property. A similar requirement is due to be introducedin 2008 in Scotland under the Housing (Scotland) Act 2006. The Home Information Pack is a set of documents providinginformation about the property for sale, such as a summary of the proposed terms of the sale, evidence of title andinformation regarding the energy efficiency of the home. The introduction of the Home Information Pack has affected andwill continue to affect the UK residential property market in ways we can neither predict nor control. In particular, thecombination of the introduction of Home Information Packs and any forthcoming interest rate increases may lead todecreased transaction volumes in the UK residential property market in the short term.

The introduction of Home Information Packs into UK residential property transactions is likely to increase the overalltransaction cost to sellers by the cost of the Home Information Pack, which we estimate to be in the range of £400. Anyupfront cost (or a perception that such costs will need to be repaid if the property fails to sell) may discourage those sellerswho are not committed to selling their home from listing their property with an estate agent to “test the market.” While thenumber of such sellers is unknown, a reduction of these potential sellers may reduce the number of homes for sale and,consequently, the number of homes sold by our Estate Agency Division and the volume of ancillary services provided by ourother divisions. Additionally, because we expect to allow sellers to defer payment for the Home Information Pack until theproperty is sold (or the property is taken off the market or the listing changed to another estate agency), our working capitalcosts will increase and we will be exposed to additional credit risk.

In addition, if one or more of our competitors provides Home Information Packs to sellers without cost, the marketshare of our Estate Agency Division, the commission rates we charge for residential home sales or our margins could benegatively affected.

Each Home Information Pack is required to include an Energy Performance Certificate, which is to be issued by acertified professional and rate the energy efficiency of a home. Although we are currently training our existing surveyors toconduct energy performance reviews, we will not be able to meet all of our anticipated Energy Performance Certificate needsin-house. To the extent we are unable to successfully send surplus instructions to any panel of energy inspectors we establish,we could face increased costs or delays. Delays in providing Energy Performance Certificates could lead to our being unableto market properties for sale, which could seriously harm our business and adversely affect our operating results, cash flowsand our ability to make payments on the notes.

In Scotland, where houses are sold in a competitive sealed bid process, most prospective homebuyers commission asurvey or valuation prior to making a bid for a home. To the extent that buyers are willing to rely on the informationultimately required to be provided in the Scottish version of the Home Information Pack rather than commission their ownsurvey or valuation, the number of our surveying and valuation instructions in Scotland may fall, which could have a materialadverse effect on our business, financial condition and results of operations.

We have contracted with MacDonald, Dettwiler and Associates Ltd. (“MDA”) to compile and prepare certain of theinformation required to be included in Home Information Packs. If MDA is unable to provide Home Information Packs whenthey become mandatory, does not gather correct or sufficient information or is otherwise unable or unwilling to supply HomeInformation Packs in a timely fashion, our ability to engage in residential property sales could be interrupted until such timeas we compile the information required to be included in Home Information Packs in-house or locate a new third-partyprovider. Any interruption in our ability to engage in residential property sales and any resulting damage to our reputationcould seriously harm our business and adversely affect our operating results, cash flows and our ability to make payments onthe notes.

Although regulations in preparation for implementation of the Home Information Packs were recently promulgated,given industry opposition to the concept and previous changes in government policy regarding Home Information Packs, theintroduction of Home Information Packs is itself a matter of some uncertainty. The impact of a withdrawal of the HomeInformation Pack requirement on the behavior of market participants, including potential sellers, in the UK residentialproperty market, as with the impact of the introduction of Home Information Packs, cannot be predicted. Accordingly, boththe introduction of Home Information Packs or their failure to be introduced could have a material adverse effect on our

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business, financial condition and results of operations. See also “Risk Factors—Risks Relating to Our Business—Changes inlegislation or regulation may adversely affect our business, results of operations and financial condition.”

We operate in a competitive industry and competitive pressures could have a material adverse effect on our business,results of operations and financial condition.

The residential property services industry is extremely competitive. In each of our businesses, we face competitionfrom local and national firms and from new market entrants. Going forward, we may not be able to compete effectively or beable to maintain our current fee arrangements or margin levels.

Estate Agency. Our Estate Agency Division accounted for 55.3% of our total revenue and 49.1% of our operating profitbefore exceptional and other non-recurring items in the year ended December 31, 2006. Our Estate Agency Division operatesin a fragmented competitive environment and competes against large national chains, such as Connells, LSL PropertyServices plc and Halifax Estate Agencies, some of which may achieve higher margins, list more properties for sale, havebetter brand recognition or greater access to financing, and smaller local and regional agencies, which may have strongpositions in their geographic area, such as Foxtons or Winkworth in London. Moreover, one or more of our competitors couldbe acquired by third parties with significantly greater financial resources than us. In addition, the estate agency business hasrelatively low barriers to entry, allowing nontraditional entrants, such as the supermarket chain ASDA, which may havesignificantly greater financial resources than us. Similarly, internet-based estate agencies and property exchanges are anincreasing competitive threat as they are generally able to charge significantly lower commissions than traditional estateagency businesses. Moreover, the growth of private sales, arranged over the internet or otherwise, may adversely affect ourbusiness and results of operations if purchasers and sellers contract directly without seeking the services of our estateagencies. In addition, the contemplated introduction of Home Information Packs may encourage conveyancers to enter theestate agency business as conveyancers are well-suited to prepare the documents and conduct the searches necessary forinclusion in Home Information Packs.

Estate agents compete for listings and prospective purchasers, primarily on the basis of services offered, reputation,personal contacts and commission rates in the case of listings, and the amount and quality of properties listed in the case ofprospective purchasers. A decrease in the amount or quality of our property listings, the number of prospective purchasers orour commission rates, each of which could stem from competitive pressures facing our estate agency business, could have amaterial adverse effect on our business, financial condition and results of operations.

Lettings. Our Lettings Division accounted for 6.7% of our revenues and 7.3% of our operating profit before exceptionaland other non-recurring items in the year ended December 31, 2006. The lettings business is subject to similar competitivepressures as the estate agency business, and a decrease in the amount or quality of our lettings inventory, the number ofproperties under management or the fees we are able to charge landlords and tenants, each of which could stem fromcompetitive pressures facing our lettings business, could have a material adverse effect on our business, financial conditionand results of operations.

Financial Services. Our Financial Services Division, which arranges mortgages with a select panel of lenders and sellsvarious insurance products, accounted for 14.0% of our revenue and 19.3% of our operating profit before exceptional andother non-recurring items in the year ended December 31, 2006. The Financial Services Division is subject to competitionfrom other residential property services firms, mortgage and financial brokers and advisers and banks and building societies,all of which may have better brand recognition, better access to financing or preferential relationships with lenders orinsurers. In addition, certain mortgage lenders and insurers, such as ING Direct or More Than, have developed a direct-to-consumer model which threatens the independent financial services advisory model under which we operate. Thiscompetition, coupled with the virtual total price transparency of the financial services business could lead to reduced revenueor increased marketing costs, each of which could have a material adverse effect on our business, financial condition andresults of operations. In addition, increased regulation of the financial services business may restrict our ability to compete byrestricting the products we are able to sell or our sales practices. See “Risk Factors—Risks Relating to Our Business—Several of our businesses are highly regulated and are subject to significant compliance costs and the risk of regulatorychange.”

Surveying and Valuation. Our Surveying and Valuation Division accounted for 20.9% of our revenue and 24.6% of ouroperating profits before exceptional and other non-recurring items in the year ended December 31, 2006. This divisioncompetes principally against the surveying and valuation businesses of other estate agencies primarily for instructions from alimited number of major mortgage lenders on the basis of price, service standards and inclusion on financial services providerpanels. To the extent that other surveying and valuation firms, estate agency-based or otherwise, are able to increase theirshare of this business at the expense of our share, such decline could have a material adverse effect on our business, financialcondition or results of operations. See “Risk Factors—Risks Relating to Our Business—We could be adversely affected if welose any of our important commercial relationships.”

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Conveyancing. Our Conveyancing Division accounted for 3.5% of our revenue and a negligible percentage of ouroperating profits before exceptional and other non-recurring items in the year ended December 31, 2006. This divisionprincipally competes against specialist law firms, high street solicitors and the conveyancing businesses of other estateagencies, banks and other third-party providers, which may have additional capacity to take advantage of cyclical upswingsin the UK residential property market. In addition, new entrants such as supermarkets, some with greater financial resourcesthan us, may be able to compete effectively against our Conveyancing Division, in particular, if electronic conveyancingbecomes widely used, which could have a material adverse effect on our business, financial condition and results ofoperations.

We may not be able to integrate and realize synergies from our recent or future acquisitions or to sustain our acquisitionstrategy.

We have grown our business in the last five years in part through acquisitions of complementary businesses. Expansionthrough acquisitions can place significant strain on our management, employees, systems and resources and may not besuccessful. Our future results of operations will depend on our ability to successfully manage this expansion. If we are unableto successfully manage such growth, we may not be able to grow profitability, take advantage of market opportunities, satisfycustomer requirements, execute our business plan or respond to competitive pressures. Also, the acquisition of anothercompany, if not successful, may result in the impairment of goodwill recorded in connection with such acquisition and theloss of customers of the acquired business. Furthermore, it may not prove possible to achieve the desired level of synergybenefits upon the integration of new businesses, the cost of achieving those benefits may exceed the expected amount ofbenefits or the integration of new businesses may take longer than anticipated. In addition, once integrated, substantial costsmay result from any of our acquisitions due to unforeseen costs, including costs associated with retaining employees ofacquired businesses or recruiting and training new employees and the diversion of management’s attention from otherbusiness concerns. Also, any failure of the due diligence we performed or will perform in connection with any of our past orfuture acquisitions could result in unexpected liabilities or the underperformance of those acquired businesses.

Further growth through acquisitions is dependent on the continued availability of suitable businesses to acquire atfavorable prices and upon advantageous terms and conditions. New entrants into the UK residential property market withgreater financial resources may be better placed to make such acquisitions. In particular, in the estate agency business, webelieve that given the consolidation of the business effected by us and our larger competitors in the recent past, theavailability of large scale businesses to acquire is limited. In addition, there can be no assurance that we would be able toraise additional funds to make acquisitions if needed or that such funds would be available on favorable terms.

We may not be able to successfully manage any future organic growth.We have also expanded our business through organic growth. We plan to continue to grow organically, in part by

opening new branches of our estate agency network, expanding our Lettings Division and providing more comprehensivefinancial services products to new and existing customers through our Financial Services Division. The growth of ourbusiness has placed and will continue to place a strain on our management, employees, systems and resources. Our ability tomanage any organic growth depends on the capacity of our administrative, financial and operational control systems, ourability to create the infrastructure necessary to exploit market opportunities for our products and our financial capabilities. Inorder to compete effectively and to grow our business profitably, we will need, on a timely basis, to maintain and improveour financial management controls, reporting systems and procedures, implement new systems as necessary, attract and retainadequate management personnel and hire a qualified workforce that we can train and manage. The failure or delay of ourmanagement in responding to any of these challenges could have a material adverse effect on our business, financialcondition and results of operations.

Changes in legislation or regulation may adversely affect our business, results of operations and financial condition.Changes in the laws or regulations governing residential property transactions may adversely affect our business,

whether due to a significant decrease in the number of such transactions or otherwise. Increased tax or stamp duty, changes toland tax policies, additional environmental or other obligations on homeowners, increased regulation of estate agencies orsimilar developments could lead to a decrease in the volume and/or prices of transactions in the UK residential propertymarket or to a loss of strategic opportunities for our business.

Regulations have been proposed to increase the number of new homes that may be built in the United Kingdom. Anyincrease in new home construction could materially and adversely affect our business as new homes are generally sold bydevelopers and not through estate agents. In addition, an increase in the housing stock could also lead to a reduction inaverage property prices which, in turn, could reduce our revenue.

Further, regulations have been proposed to relax existing restrictions on home extensions. Relaxing these restrictionsmay cause some homeowners to extend their home rather than move to a larger home, thus potentially reducing demand for

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residential property and consequently decreasing prices and transaction volumes in the UK residential property market, whichcould negatively impact our business.

In addition, changes to planning regulations concerning town centers may restrict our ability to open new branches orrenew existing leases. Any such changes could have a negative impact on our organic growth strategy and our ability to reacha geographically diverse customer base, which would have a material adverse impact on our business, financial condition andresults of operations.

As originally proposed, each Home Information Pack was to include a compulsory Home Condition Report, which isan objective report on the condition of the property written in “plain English.” The Home Condition Report represented astrategic opportunity for our Surveying and Valuation Division and, in order to capitalize on the opportunity, we maintainedthe number of surveyors in our Surveying and Valuation Division despite weakening transaction volumes and a consequentover-supply of surveyors in the industry, from mid-2004 to mid-2005, which put downward pressure on margins in thedivision. In July 2006, the government announced the abandonment of compulsory Home Condition Reports.

The regulatory framework within which we operate is also subject to change and reinterpretation by governmentalauthorities. Any such change or interpretation could result in significant compliance costs for our businesses. For example, asa result of the implementation of mortgage regulation in 2004 and subsequent consolidation in the mortgage brokeragemarket, price competition for surveying and valuation instructions increased and, as a result, our Surveying and ValuationDivision lost market share.

Even if certain regulatory changes may have a beneficial effect on our business in the medium to long term by creatingnew strategic opportunities or discouraging competition by market participants with fewer financial and institutionalresources, such changes could create uncertainty and decrease residential property transaction volumes and/or prices in theshort term, which could have a material adverse effect on our business, financial condition and results of operations.

We could be adversely affected if we lose any of our important commercial relationships.We have important commercial relationships with our insurance providers and the lenders for whom we write

mortgages. We depend on our insurance providers to develop and offer products to meet our customers’ requirements forfinancial and property protection. We are similarly reliant on the panel of lenders for whom we write mortgages and, asdiscussed more fully below, these same lenders are also significant clients of our Surveying and Valuation Division. If any ofthe relationships we have with our insurance providers and the lenders for whom we write mortgages deteriorates or if anysuch insurance provider or lender decides not to renew or to terminate our existing agreements, this would cause a disruptionin our business generally and in our Surveying and Valuation and Financial Services Divisions specifically. For example, ourremortgage conveyancing business failed to win either of the two major contracts on offer in the second half of 2006 and, asa result, we decided to close our remortgage conveyancing business in such year. In addition, the results of impairment testsin 2006 identified that the goodwill arising on the acquisition of TitleAbsolute had been significantly impaired following theloss of its major client. Furthermore, our agreements with AXA, which provides household insurance and creditor insurance,contain a change of control provision that allows AXA to terminate the agreements following a change of control, whichincludes the Acquisition. Any such disruption to our business, or any costs incurred in connection with retaining newinsurance providers or mortgage lenders, could have a material adverse effect on our business, financial condition and resultsof operations.

In addition, a majority of the surveys conducted by our Surveying and Valuation Division in the year ended December31, 2006 were generated from the mortgage lenders on our panel. Our contracts with these customers provide for terminationon relatively short notice and we are not guaranteed any volume of business from them. Any such reduction in volumes ortermination of a contract by a major customer could have a material adverse impact on our business, financial condition andresults of operations.

Our reliance on information technology systems exposes our business to disruptions or unexpected costs, whichdisruptions or costs could have a material adverse effect on our business, financial condition and results of operations.

Our ability to maintain financial controls and provide high-quality service to our clients depends, in part, on theefficient and uninterrupted operation of our information technology systems, including our computer systems. In the past, wehave experienced failed information technology roll-outs, resulting in significant charges to income. For example, in the yearended December 31, 2005, the planned upgrade of the information technology system of our Countrywide Property Lawyersbusiness was abandoned. The costs of this abandonment included the write-off of fixed assets, penalties for termination ofancillary contracts, reduced capacity during the attempted transition to the aborted system, the burden of extra costs incurredboth during and subsequent to the transition period and reduced morale and productivity leading to higher staff turnover.There can be no assurance that failures of our information technology systems will not occur in the future as we upgrade orreplace our existing systems.

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In addition, our information technology systems are vulnerable to damage or temporary interruption from flood, fire,power loss, telecommunications failure and similar events. Such systems may also be subject to viruses, sabotage, vandalismand similar misconduct. Although we have disaster recovery procedures in place, any damage to, or failure of, any of ourmanagement information systems could result in temporary interruptions to our financial controls or customer serviceoperations, which could have a material adverse effect on our business, financial condition and results of operations.

Our existing information technology systems are highly fragmented and we may face significant capital expenditures inthe future to upgrade and centralize such systems.

Our existing information technology systems are highly fragmented, both among our five business divisions as well asamong the various brands that operate within our Estate Agency and Lettings Divisions. In order to update and centralize ourinformation technology systems, we may need to invest in new networks and technologies in the future, which could requiresignificant capital expenditures. However, we may not have the resources available to effectively make or complete any suchinvestments and such capital expenditures may not yield the expected benefits to us. In addition, costs associated with thedeployment of any new or comprehensive technologies and the training of our employees in the use of such technologies maybe considerable.

Our existing business and future growth depends on our ability to successfully outsource certain non-core functions.Our existing business and the success of our future growth relies on our ability to effectively reduce the costs

associated with our non-core functions, such as information technology or other back-office functions, and the provision ofthose non-core functions by our service providers. If we are unable to find service providers to outsource such functions to orthese service providers are unable to successfully provide such functions or we are unable to control the quality of servicesprovided by third parties, our ability to grow may be limited. In particular, we currently outsource certain back-officefunctions in our Conveyancing Division to service centers in India and we intend to increase the percentage of non-corefunctions performed overseas. Maintaining outsourced operations in foreign countries presents additional risks which mayresult in increased operational difficulties, lower revenues, higher costs and reduced profitability. Such risks include, but arenot limited to, acts of war or terrorism or natural disasters, and limits on the ability of regional governments to respond tosuch acts; changes in legal or regulatory requirements; political and economic instability; and labor or other disruptions. Inaddition, certain of our primary partners and service providers may in the future prohibit certain kinds of offshoreoutsourcing. The imposition of any such restriction could lead to increased costs or the loss of one or more of our partners orservice providers, which could have a material adverse effect on our business, financial condition and results of operations.

Several of our businesses are highly regulated and are subject to significant compliance costs and the risk of regulatorychange.

Several of our businesses are highly regulated. Our Financial Services Division, in particular, operates under licensesissued by, or otherwise subject to regulation or authorization by, governmental authorities, including the Financial ServicesAuthority (the “FSA”). These regulations impose various compliance costs, including training and licensing fees andoperational restrictions, including restrictions on advertising and cross-selling.

For example, the Office of Fair Trading has recently referred the provision of mortgage payment protection insurance(including the mortgage payment protection insurance required by lenders in certain situations and sold by us) to theCompetition Commission. In 2006, our Financial Services Division earned commissions of approximately £4.9 million fromsuch policies and we anticipate receiving additional revenue in the future from the sale of such insurance as a result of profitsharing arrangements we have with our provider of mortgage payment protection insurance. If the Competition Commissionfinds that one or more features of the market for mortgage payment protection insurance restricts, prevents or distortscompetition, it can prohibit the making or performance of insurance policies or distribution agreements or require theirtermination, regulate prices or require services to be provided in a particular manner. In addition, the FSA has begun theimplementation of its “Treating Customers Fairly” initiative, which, among other requirements, imposes requirements thatour terms and conditions and other customer communications are fair and not misleading and requires us to keep customersappropriately informed before, during and after a sale and ensure that they do not face unreasonable post-sale barriers tochanging financial services products or providers. These types of regulatory initiatives may impose additional costs andrestrictions on our operations and, as a result, could have a material adverse effect on our business, financial condition andresults of operations.

Failure to comply with any of the provisions of such laws, rules or regulations applicable to our businesses may giverise to civil or criminal liability, may result in the imposition of disciplinary sanctions by governmental authorities or maygive rise to the loss of a license or authorization necessary to operate our business. For example, the FSA’s powers includewithdrawal of the authorization of the relevant firm or of the approval of persons performing controlled functions within suchfirm. The FSA also has the power to impose financial penalties and issue public censures or statements in respect of breachesof any regulations promulgated by it. In addition, the Council for Licensed Conveyancers and the Solicitors RegulatoryAuthority, which regulate our Conveyancing Division, could suspend or terminate our or, as applicable, our conveyancers’

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and solicitors’ authorization to provide conveyancing services in the event of a breach of the applicable rules or professionalmisconduct. Any significant adverse regulatory action, whether in the form of a regulatory sanction or market-widerestrictions on business practices, could have a detrimental impact to our commercial reputation and our ability to conductour business and could result in substantial expense, which, in turn, could have a material adverse effect on our business,financial condition and results of operations.

In addition, the Housing Act 2004 imposed new regulatory requirements on the lettings and estate agency businesses.Beginning on April 6, 2007, deposits taken from tenants in assured shorthold tenancies (the most common type of privateresidential rental arrangement) must be either deposited in a deposit protection program or covered by approved insurancearrangements. This requirement and the related procedures may impose additional administrative and compliance costs to ourLettings Division’s operations. Further, in connection with the implementation of the Home Information Pack requirement,membership in the Ombudsman for Estate Agents or a similar organization, whose code of conduct imposes a duty of fairdealing with prospective purchasers in addition to the traditional statutory duty of care to sellers, will effectively becomecompulsory. While we are currently members of the Ombudsman for Estate Agents, a statutory requirement for membershipeffectively restricts our future decisions on membership and essentially codifies an additional duty to prospective purchaserswhich may result in increased liability, impose additional costs or require us to change our operating practices. If we find thatwe are subjected to onerous claims, we will not be able to avoid such claims by terminating our membership in theOmbudsman for Estate Agents. This restriction has effectively increased our exposure to legal and regulatory proceedingswith prospective buyers or require changes in our business practices, which could have a material adverse effect on ourbusiness, financial condition and results of operations.

Seasonal fluctuations in the residential property market could adversely affect our business.The UK residential property market is subject to seasonal fluctuations. Our branches are busiest in spring and fall as a

result of the weather, timing of the summer and Christmas holidays and the desire by families with school-age children toavoid moving during the academic year. The revenue effect of this transactional seasonality is delayed by approximatelythree months and the cash flow effect by an additional month. Our costs, other than variable staff costs and marketing, tend tobe constant throughout the year and cannot be reduced during a seasonal slowdown. As a result, we generally experiencepeak cash inflows from May to December and minimal cash inflows from January to April of each year and in some yearshave experienced net cash outflows from January to April. Consequently, we may be required to borrow in order to fundoperations during seasonal slowdowns. There is no assurance that we would be able to borrow sufficient amounts during aseasonal slowdown or at all. Our inability to finance our funding needs during a seasonal slowdown or at other times couldhave a material adverse effect on our business, results of operations and financial condition.

Our reputation and the integrity of our brands is critical to the success of our business and may be placed at risk byactions taken and comments made by our employees, franchisees or third parties.

Our reputation and favorable consumer impression of our brands are critical to our success, particularly in light of theimportance of reputation and word-of-mouth recommendations in our business. Our reputation and favorable consumerimpression of our brands could be adversely affected by the actions of, or comments made by, one or more of our employeesor franchisees or third parties, including the press. We have systems in place which seek to obviate the risk of any individualsurveyor, estate agent, financial consultant or solicitor or conveyancer being negligent or fraudulent, to obviate the risk offinancial services products being mis-sold and to detect any problems in service delivery at an early stage. We also havesystems in place to monitor the compliance of franchisees with their respective franchising obligations to ensure consistencyof their service delivery and protection of our brands. Such systems may not work in all cases, service delivery problems mayoccur and negative comments may be made. In addition, and particularly in the estate agency business, the actions of orcomments made by our competitors could damage the reputation of market participants generally. Such damage to thereputation of any one of our businesses could have a material adverse effect on our business, financial condition and resultsof operations.

The increased use of Automated Valuation Models could adversely impact the revenue and profits of our Surveying andValuation Division.

Mortgage lenders are increasingly using Automated Valuation Models (“AVMs”), which allow the lender to obtain aproperty valuation without instructing a surveyor to perform a site visit, in UK residential property transactions, particularlyon lower risk lending decisions (for example on remortgage transactions where the loan-to-value ratio is less than 70%). See“Industry—Industry Segments—Surveying and Valuation.” In the future, the majority of such low risk lending decisions maybe made using AVMs. In addition, over time, a significant number of medium and higher risk lending decisions may also bemade using AVMs. The wider adoption of AVMs could have a material impact on the volume of surveys that our Surveyingand Valuation Division undertakes, which could have a material adverse effect on our business, financial condition andresults of operations.

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Our business and the ability to execute on our strategy is dependent on retaining key personnel, attracting qualifiedemployees and reducing our staff turnover.

Our continued success depends, in part, on the services provided by our management, executive officers and other keyemployees. The loss of key personnel or our failure to recruit and retain key personnel and qualified employees could have amaterial adverse effect on our business, financial condition and results of operations. In addition, although the serviceagreements with our executive directors contain certain customary restrictive covenants, including non-compete provisions,the notice periods for terminating such agreements are considerably shortened following a change of control, includingfollowing the Acquisition. The loss of the services of our executive directors and the ability of our executive directors tocompete with us following the expiry of the non-compete provisions could adversely affect our business and the ability toexecute on our strategy.

In addition, our industry is characterized by high employee turnover and intense competition for qualified and well-trained employees (in particular for financial advisors and surveyors). For the year ended December 31, 2006, our employeeturnover was 47.2%, 34.9% and 31.5% in our Estate Agency, Financial Services and Surveying and Valuation Divisions,respectively. The loss of a substantial number of qualified employees, particularly those who we have spent substantialresources training, or an inability to attract, retain and motivate additional skilled employees required for the growth of ourbusiness or to replace employees who have left our business could have a material adverse effect on our business, financialcondition and results of operations.

We are exposed to liability for negligence in our professional capacity and other potential litigation.We owe a positive duty of care to the customers of our various businesses and, as a result, we are exposed to liability

relating to the provision of our professional services. We are currently and may in the future be subject to claims ofnegligence in exercising this duty of care, including claims resulting from the negligence or fraud by our employees andappointed representatives (including franchisees) of our authorized financial services entity. In addition, because we are anintegrated provider of residential property services, in many cases, both the purchaser and seller of a house are clients of oneor more of our divisions, which may subject us to conflict of interest and breach of duty claims by our customers. Under therelevant professional standards, we must maintain professional indemnity insurance. There is no assurance that ournegligence will be covered by this insurance or that the coverage, if any, will be sufficient to cover the possible claims.

In our Estate Agency Division, we have a positive duty of care to sellers and a duty of fair dealing to buyers, theviolation of either of which could lead to legal claims against us or the initiation of proceedings with the Ombudsman forEstate Agents.

In our Surveying and Valuation Division, we are subject to legal claims for inaccurate surveys. Because surveying andvaluation are inherently subjective, liability in respect of such claims is often difficult to predict. Material decreases in thevalue of residential property in the United Kingdom tend to increase the risk of such claims and could adversely affect theprofits of our Surveying and Valuation Division.

In our Conveyancing Division, we have a duty of care to our customers and can be exposed to liability for the negligentprovision of conveyancing services.

Our Financial Services Division operates in areas that expose it to potential liability for mis-selling claims. Any failureto comply with the provisions of the FSMA or the rules and regulations promulgated thereunder may give rise to civil orcriminal liability, and may result in the imposition of disciplinary sanctions by the FSA against us.

We may also be subject to actions relating to intellectual property, commercial arrangements or employment law. Inthe case of intellectual property litigation and proceedings, adverse outcomes could include the cancellation, invalidation orother loss of material intellectual property rights used in our business and injunctions prohibiting our use of businessprocesses or technology that are subject to third party patents or other third party intellectual property rights. In addition, wemay be required to enter into licensing agreements (if available on acceptable terms or at all) and pay royalties.

We cannot predict with certainty the cost of defense, the cost of prosecution or the ultimate outcome of litigation andother proceedings filed by or against us, including remedies or damage awards, and adverse results in such litigation andother proceedings may harm our business. To the extent that an unusually large series of claims or a claim or claims of asignificant nature were made against us, we could be required to expend substantial management resources and litigationcosts in defending such claims, and such claims, whether or not they are successful, could reduce our margins, harm ourreputation in the market and increase future insurance premiums, the occurrence of any of which could have a materialadverse effect on our business, financial condition and results of operations.

We are exposed to mis-selling claims arising from the past activities of certain of our former subsidiaries.Certain of our former subsidiaries have been, and may in the future be, subject to mis-selling claims in respect of the

financial products sold to customers in the 1990s. We have recently lost one pension mis-selling case on appeal and, as a

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result, we must indemnify our former subsidiary for pension mis-selling claims successfully brought by customers of suchsubsidiary. In addition, one of our former subsidiaries is currently engaged in a dispute with us relating to such claims. Insome circumstances, we have provided indemnities to or made other arrangements with our former subsidiaries regardingpotential classes of mis-selling claims, the limitations of which are currently under dispute (in one such dispute we recentlylost our appeal regarding the scope of our indemnity). These indemnification obligations are not subject to any limitation onthe amount of such claims or the time during which such claims must be brought. If claims for mis-selling succeed, and weare found responsible under those indemnities or arrangements, we will be required to compensate those former customers.Although we are unable to quantify the exact cost associated with the mis-selling claims to which we are subject, those costscould be significant.

We are involved in a dispute with HM Revenue and Customs regarding the tax treatment of certain consideration paid inrespect of our distribution of insurance products.

In 2002, we received £25.0 million in consideration for the Financial Services Division giving Friends Provident theexclusive right to distribute its life insurance products to our customers. Recognition of the receipt of such amount is deferredover the 15 year period of the agreement. HMRC is disputing the tax treatment of this receipt. While we believe that thereceipt has been treated correctly for tax purposes, in the event HMRC succeeds in its challenge, further tax would be payableby us. As of December 31, 2006, such additional tax would have amounted to £2.1 million and will increase by £487,000each year over the remaining life of the agreement.

The weakening or unavailability of our intellectual property rights could materially adversely affect our business,financial condition and results of operations.

Our trademarks and other intellectual property rights are fundamental to our brands and our franchising business. Wegenerate, maintain, utilize and enforce a substantial portfolio of trademarks and other intellectual property rights. We use ourintellectual property rights to protect the goodwill of our brand names, promote our brand name recognition, protect ourproprietary technology and development activities, enhance our competitive position and otherwise support our businessgoals and objectives. However, the steps we take to obtain, maintain and protect our intellectual property rights may not beadequate. In addition, our intellectual property rights, including our trademarks, may fail to provide us with significantcompetitive advantages. The weakening or unavailability of our intellectual property rights could have a material adverseeffect on our business, financial condition and results of operations.

Our insurance business is subject to commission clawbacks which could be imposed in the event of lower than expectedsales or higher than anticipated lapse rates by policyholders.

Our agreement with Friends Provident in respect of our distribution of its life insurance products provides that we mustrepay to Friends Provident a portion of the commissions received by us in the event that certain of our sales volumethresholds are not met. The agreement also provides for commission clawbacks in the event that a policyholder to whom wesold life insurance allows his or her policy to lapse in the first four years. We have in the past been subject to suchrepayments and clawbacks and any future imposition of such repayments and clawbacks, particularly if such clawbacks are inexcess of our provisions for such clawbacks, as occurred in 2004 during which time the provision increased by £1.6 million,due to an increase in the clawback rate, could have a material adverse effect on our business, financial condition and resultsof operations.

Our franchise system exposes us to additional costs and reputational risk.Our Estate Agency Division had 120 franchisees, as of December 31, 2006. Our franchisees are independent business

operators and as such, are not our employees, and we do not control their day-to-day operations. Our franchisees may notoperate their businesses in a manner consistent with our standards and policies and may not hire or train qualified sales agentsand other employees. If our franchisees (or their employees) provide a diminished quality of service to customers, revenuegenerated by such franchisees may decline, resulting in diminished franchise fees payable to us, and our reputation may bedamaged, each of which could have a material adverse effect on our business, financial condition and results of operations.

Franchisees may from time to time disagree with us and our strategies regarding the business or our interpretation ofour and their respective rights and obligations under the applicable franchise agreement. Such disagreements may lead todisputes with our franchisees and we expect such disputes to occur from time to time in the future. To the extent that we havesuch disputes, the attention of our management and our franchisees will be diverted, which could have a material adverseeffect on our business, financial condition and results of operations.

We are subject to stringent privacy and data protection rules.Our Estate Agency Division relies on the collection, use and disclosure of information from customers to conduct its

business. Our Estate Agency Division discloses its information collection and dissemination practices in published privacypolicies, which may be modified from time to time to meet operational needs, changes in the law or industry best practice.

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We may be subject to investigative or enforcement action by the Information Commissioner (the United Kingdom’sregulatory authority with jurisdiction over the protection of personal information), legal claims and reputational damage if weact or are perceived to be acting inconsistently with the terms of such privacy policies, customer or user expectations or thelaw. Any such action, claims or damage could have a material adverse effect on our business, financial condition and resultsof operations.

Our closed defined benefit pension plan is currently in deficit and any changes to the actuarial tables could expose us togreater liability.

We currently face a deficit in our closed defined benefit pension plan. As of December 31, 2006, the deficit was£15.9 million and, under the terms of the Scheme, we will accelerate the terms of our repayment of the deficit. A materialchange to the actuarial tables, for example an increase in life expectancy or sustained underperformance of the existing fund,could increase this deficit, thus exposing us to additional liability. Any additional liability must eventually be satisfiedthrough payment by us and the amount of any such payment could be material.

Apollo controls us and may have conflicts of interest with us or you in the future.Following the Acquisition, Apollo will hold or control up to 100% of the voting rights in Castle HoldCo 1, which

beneficially owns 100% of our common equity. Even if the existing shareholders of Countrywide elect to receive in exchangefor their Countrywide shares the maximum number of shares in our parent company that are available to them in theAcquisition, Apollo will still control approximately 55% of our common equity and 100% of the voting rights. As a result,and in any event, Apollo will have control over our decisions to enter into any corporate transaction or capital restructuringand has the ability to prevent any transaction that requires the approval of equity holders regardless of whether or not otherequity holders or holders of the notes offered hereby believe that any such transactions are in their own best interests. Forexample, Apollo could cause us to make acquisitions that increase the amount of our indebtedness, including indebtednessthat is secured, or sell revenue generating assets, impairing our ability to make payments under the notes. Additionally,Apollo is in the business of making investments in companies and may from time to time acquire and pursue acquisitionopportunities that may be complementary to our business, and as a result, those acquisition opportunities may not beavailable to us. Because our equity securities will not be registered under the securities laws of the United States and are notlisted on a US securities exchange, we are not subject to any of the corporate governance requirements of any US securitiesauthorities or exchanges. Furthermore, Apollo and other equity investors (if any) have no obligation to provide us withadditional financing and are able to sell their equity ownership at any time.

Risks Relating to the Notes and Our Capital StructureOur significant leverage may make it difficult for us to service our debt, including the notes, and operate our business.

Upon consummation of the Transactions, we will have a substantial amount of outstanding indebtedness withsignificant debt service requirements. As of December 31, 2006, on a pro forma basis after giving effect to the Transactions,our total indebtedness would have been £667.2 million, including the notes but excluding subordinated shareholder PIKloans. We also would have had an additional £72.8 million available for borrowing under our senior secured revolving creditfacility and the ability to incur additional senior secured term loan credit facilities in an aggregate principal amount of up to£100.0 million. In addition, under the indenture governing the senior secured toggle notes, we will have the option to elect topay interest on the senior secured toggle notes by increasing the principal amount of the senior secured toggle notes orissuing new senior secured toggle notes through May 15, 2011. In the event we make such an election, our debt will increaseby the amount of such interest.

Our significant leverage could have important consequences for you as a holder of notes, including:• making it more difficult for us to satisfy our obligations with respect to the notes and our other debt and liabilities;• requiring us to dedicate a substantial portion of our cash flow from operations to payments on our debt, thus

reducing the availability of our cash flow to fund internal growth through working capital and capital expendituresand for other general corporate purposes;

• increasing our vulnerability to a downturn in our business or economic or industry conditions;• exposing us to interest rate increases to the extent of our unhedged variable rate debt;• placing us at a competitive disadvantage compared to our competitors that have less debt in relation to cash flow;• limiting our flexibility in planning for or reacting to changes in our business and our industry;• increased costs or more onerous conditions relating to our ordinary course lease financing;• restricting us from pursuing strategic acquisitions or exploiting certain business opportunities; and

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• limiting, among other things, our and our subsidiaries’ ability to borrow additional funds or raise equity capital inthe future and increasing the costs of such additional financings.

Despite our high level of indebtedness, we and our subsidiaries will still be able to incur significant additional amounts ofdebt, which could further exacerbate the risks associated with our substantial indebtedness.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. Although the indenturesgoverning the notes and the senior secured revolving credit facility contain restrictions on the incurrence of additionalindebtedness, these restrictions are subject to a number of significant qualifications and exceptions, and under certaincircumstances, the amount of indebtedness that could be incurred in compliance with these restrictions could be substantial.Under the indentures governing the notes, in addition to specified permitted indebtedness, we will be able to incur additionalindebtedness so long as on a pro forma basis our fixed charge coverage ratio (as defined in the indentures governing thenotes) is at least 2.00 to 1.00, and in the event such indebtedness is secured indebtedness, our senior secured indebtednessleverage ratio (as defined in the indentures governing the notes) is no more than 4.25 to 1.00. If new debt is added to our andour subsidiaries’ existing debt levels, the related risks that we now face would increase. In addition, the indentures governingthe notes and our senior secured revolving credit facility will not prevent us from incurring obligations that do not constituteindebtedness under those agreements.

We may not be able to generate sufficient cash to meet our debt service obligations.Our ability to make scheduled payments on the notes and to meet our other debt service obligations, including under

the senior secured revolving credit facility, or to refinance our debt, depends on our future operating and financialperformance, which will be affected by our ability to successfully implement our business strategy as well as generaleconomic, financial, competitive, regulatory and other factors beyond our control. If we cannot generate sufficient cash tomeet our debt service requirements, we may, among other things, need to refinance all or a portion of our debt, including thenotes, obtain additional financing, delay planned capital expenditures, strategic acquisitions or investments or sell materialassets. If we are not able to refinance any of our debt, obtain additional financing or sell assets on commercially reasonableterms or at all, we may not be able to satisfy our debt obligations, including the notes. In that event, borrowings under otherdebt agreements or instruments that contain cross-default or cross-acceleration provisions may become payable on demand,and we may not have sufficient funds to repay all of our debts, including the notes. See “Description of Other Indebtedness.”

Repayment of our debt, including the notes, is dependent on cash flow generated by our subsidiaries.Our subsidiaries own effectively all our assets and conduct all of our operations. Accordingly, repayment of our

indebtedness, including the notes, is dependent on the generation of cash flow by our subsidiaries and their ability to makesuch cash available to us, by dividend, debt repayment or otherwise. Unless they are guarantors of the notes, our subsidiariesdo not have any obligation to pay amounts due on the notes or to make funds available for that purpose. As of the issue date,the notes will not be guaranteed by Countrywide or any of its subsidiaries. After the completion of the financial assistance“whitewash” procedures and the provision of the guarantees contemplated hereby, the notes will only be guaranteed bycertain of the subsidiaries of Countrywide. Countrywide and its subsidiaries may not be able to, or may not be permitted to,make distributions or advance upstream loans to enable us to make payments in respect of our indebtedness, including thenotes. In particular, Countrywide Principal Services Ltd., our FSA authorized subsidiary which will not guarantee the notes,is restricted from making distributions or upstream loans to us. For the year ended December 31, 2006, CountrywidePrincipal Services Ltd. generated 4.4% of our revenue and 12.6% of our EBITDA. Each subsidiary of ours is a distinct legalentity and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from oursubsidiaries. While the indentures governing the notes and our senior secured revolving credit facility limit the ability of oursubsidiaries to incur consensual restrictions on their ability to pay dividends or make other intercompany payments to us,these limitations are subject to certain significant qualifications and exceptions. In the event that we do not receivedistributions from our subsidiaries, including Countrywide, we may be unable to make required principal and interestpayments on our indebtedness, including the notes.

Restrictive covenants in the credit agreement governing our senior secured revolving credit facility and the indenturesgoverning the notes may restrict our ability to operate our business.

The credit agreement governing our senior secured revolving credit facility and the indentures governing the notes willcontain negative covenants restricting, among other things, our ability to:

• incur or guarantee additional debt or issue preferred stock;• pay dividends and make other restricted payments;• create or incur liens;• make certain investments;

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• agree to limitations on the ability of our subsidiaries to make distributions;• engage in sales of assets and subsidiary stock;• enter into transactions with affiliates; and• transfer all or substantially all of our assets or enter into merger or consolidation transactions.The restrictions contained in the credit agreement governing our senior secured revolving credit facility and the

indentures governing the notes could affect our ability to operate our business and may limit our ability to react to marketconditions or take advantage of potential business opportunities as they arise. For example, such restrictions could adverselyaffect our ability to finance our operations, make strategic acquisitions, investments or alliances, restructure our organizationor finance our capital needs.

Our failure to comply with the covenants contained in the credit agreement governing our senior secured revolving creditfacility or the indentures governing the notes, including as a result of events beyond our control, could result in an eventof default which could materially and adversely affect our financial condition and results of operations.

The credit agreement governing our senior secured revolving credit facility and the indentures governing the notesrequire us to comply with various covenants. If there were an event of default under any of our debt instruments that was notcured or waived, the holders of the defaulted debt could terminate their commitments thereunder and cause all amountsoutstanding with respect to such indebtedness to be due and payable immediately, which in turn could result in cross defaultsunder our other debt instruments including the notes. Although the credit agreement governing our senior secured revolvingcredit facility contains covenants that are based on those set forth in the indentures governing the notes, it also containscertain events of default (such as breach of representations and warranties, cross-payment defaults and change of control) thatare in addition to the events of default set forth in the indentures. Our assets and cash flow may not be sufficient to fullyrepay borrowings under all of our outstanding debt instruments if some or all of these instruments are accelerated upon anevent of default.

If, when required, we are unable to repay, refinance or restructure our indebtedness under, or amend the covenantscontained in the credit agreement governing our senior secured revolving credit facility, or if a default otherwise occurs, thelenders under our senior secured revolving credit facility could elect to terminate their commitments thereunder, ceasemaking further loans and issuing or renewing letters of credit, and the lenders under our senior secured revolving creditfacility and the holders of the notes could declare all outstanding borrowings and other amounts, together with accruedinterest and other fees, to be immediately due and payable and institute enforcement proceedings against those assets thatsecure the extensions of credit under our senior secured revolving credit facility and the senior secured notes. Any suchactions could force us into bankruptcy or liquidation, and we might not be able to repay our obligations under the notes insuch an event.

Borrowings under the senior secured revolving credit facility and the senior secured notes will bear interest at floatingrates that could rise significantly, increasing our interest cost and reducing our cash flow.

A portion of our debt, including borrowings under the senior secured revolving credit facility and the senior securednotes, will bear interest at per annum rates equal to LIBOR adjusted periodically, plus a spread. These interest rates could risesignificantly in the future, increasing our interest expense associated with these obligations, reducing cash flow available forcapital expenditures and hindering our ability to make payments on the notes. Neither our senior secured revolving creditfacility nor the indenture governing the senior secured notes will contain a covenant requiring us to hedge all or any portionof our floating rate debt.

The liens securing the notes and the guarantees may be released without the consent of the holders of the notes.The liens on the collateral securing the senior secured notes, the senior notes and the guarantees, respectively, may be

released without the consent of the holders of notes in certain circumstances, including in the event that the collateral is soldin accordance with the terms of the indentures or pursuant to an enforcement sale of all the voting stock of the issuer orCountrywide in accordance with the Intercreditor Agreement. In the event of an enforcement sale of a Subsidiary of theissuer in accordance with the Intercreditor Agreement, the liens on the collateral securing the notes comprising the shares ofsuch subsidiary may be released without the consent of the holders of the notes. See “Description of Other Indebtedness.”

Your rights as a creditor may not be the same under Cayman Islands or English insolvency laws as under US or otherinsolvency laws.

The issuer and Holdings are incorporated under the laws of the Cayman Islands and Countrywide and the subsidiariesof Countrywide that will become guarantors after the financial assistance “whitewash” procedures have been completed areincorporated under the laws of England and Wales. Insolvency proceedings with respect to each of these companies areexpected to proceed under the laws of the jurisdiction in which its “centre of main interests,” as defined in The Council of the

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European Union Regulation No. 1346/2000 on Insolvency proceedings, is situated at the time insolvency proceedings arecommenced. Although there is a rebuttable presumption that the “centre of main interests” will be in the jurisdiction where itsregistered office is situated this presumption is not conclusive. Accordingly, we expect that insolvency proceedings withrespect to these companies may proceed under, and be governed by, Cayman Islands or English insolvency law. Theinsolvency laws of these jurisdictions may not be as favorable to your interests as those of the United States or anotherjurisdiction with which you may be familiar. The following is a brief description of certain aspects of insolvency law in theCayman Islands and England and Wales. In the event that any one or more of the issuer, the guarantors or any othersubsidiary thereof experience financial difficulty, it is not possible to predict with certainty the outcome of insolvency orsimilar proceedings.

Cayman IslandsUnder Cayman Islands law, insolvency proceedings involve the appointment of a liquidator whose function it is to act

as the agent of the company and (i) to realize the company’s unsecured assets; (ii) to identify the company’s unsecuredcreditors and the amounts of their claims; and (iii) to distribute the proceeds of realization of the company’s unsecured assets(net of expenses and claims of preferred creditors) to the company’s unsecured creditors pro rata, and after the creditors havebeen paid in full to the company’s shareholders.

Cayman Islands legislation provides for three different procedural systems for winding-up companies, namely(1) compulsory winding-up by order of the court, (2) voluntary winding-up initiated by a resolution of the shareholders, and(3) voluntary winding-up originally initiated by a resolution of the shareholders that is subsequently made subject to thesupervision of the Court.

A petition to the court for a winding up order may be made by the company itself or a creditor or shareholder of thecompany. A winding up order is usually sought by demonstrating to the court that the company is unable to pay its debts.Cayman Islands law emphasizes a company’s cash-flow position as being determinative of a company’s ability to pay itsdebts. The cash flow test itself focuses on a company’s ability to pay its debts as they fall due.

When a winding up order is made, an automatic moratorium on proceedings against the company is imposed—proceedings may not be commenced or continued against the company except with the express permission of the court.Dispositions of property, transfers of shares and alterations in the status of shareholders are void. The moratorium does notprevent a secured creditor from realizing its security, nor does it affect any valid rights to set off or subordination agreementsacquired or entered into before the commencement of the liquidation.

Save insofar as any proceedings are required to enforce security interests where leave of the court will be required(such leave usually being granted), a creditor having a validly created security interest over a property of a company inliquidation is entitled to enforce its security without reference to the official liquidators and without the leave of the court.

It is a rule of Cayman Islands insolvency law that all ordinary unsecured creditors are treated equally irrespective of thenature of their claims. This is referred to as the pari passu rule. Local creditors (save in certain cases for a minimal categoryof statutorily preferred creditors including statutory fees, and very limited amounts owed to Cayman Islands employees) donot have any preference or priority over foreign creditors. This rule applies among ordinary unsecured creditors existing as ofthe date of the presentation of the winding-up petition, or whose claims arise out of causes or action that accrued before thedate of the presentation of the winding-up petition. These will include creditors whose claims against the company arise outof contract, common law and statutory torts, equitable claims, etc.

England and WalesThe procedural and substantive provisions of English insolvency laws generally are more favorable to secured creditors

than comparable provisions of US law and the laws of certain other countries, and afford debtors only limited protection fromsuch creditors. In addition, due to the nature of English insolvency laws, the ability of holders of unsecured debt obligationssuch as the senior notes to protect their interests may be more limited than would be the case under the bankruptcy laws ofcountries other than England.

Following the entry into force of the UK Enterprise Act 2002, or the Enterprise Act, unless a floating charge falls intoone of the exceptions contained in the Enterprise Act, the holder of a qualifying floating charge granted by a company overits property will be prohibited from appointing an administrative receiver to a company and consequently will not have theability to prevent the appointment of an administrator to that company.

On the issue date of the notes, the security trustee on behalf of the holders of the senior secured notes will have thebenefit of a floating charge granted by the issuer. After the completion of the financial assistance “whitewash,” Countrywideand certain of its subsidiaries will accede to the security documents and grant the security interests thereunder, including asgrantors of the floating charge. The floating charge purports to be a qualifying floating charge for the purpose of theEnterprise Act. However, we anticipate that the security trustee on behalf of the holders of the senior secured notes willbenefit from the capital markets exception set out in section 72B of the UK Insolvency Act 1986. Accordingly, the security

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trustee, acting in accordance with the Intercreditor Agreement and on behalf of the holders of the senior secured notes, willbe entitled to appoint an administrative receiver (and to block the appointment of an administrator). The primary duty of anadministrative receiver is to realize the security and to distribute the proceeds (net of costs and expenses) to the creditorssecured by the qualifying floating charge and other relevant fixed charges, and as between those secured creditors, inaccordance with the order of priority set out in the Intercreditor Agreement (subject to certain preferential creditors and apercentage of funds which, by law, must be ring-fenced out of floating charge assets for the benefit of unsecured creditors).

In the event the security trustee on behalf of the holders of the senior secured notes, elects not to exercise its right toappoint an administrative receiver, the security trustee on behalf of the holders of the senior secured notes can permit theappointment of an administrator (and can seek the appointment of its own nominee to act as administrator). The effect ofadministration is to create a wide-ranging moratorium on the commencement or continuation of insolvency proceedings andother legal process in relation to the company in administration or its property. The primary objective of the administrator isto rescue the company as a going concern, and an administrator has wide powers to carry on the business of the company andrealize its assets and owes duties to all creditors, both secured and unsecured. English insolvency law provides that certainpreferential claims (including claims relating to social security contributions, occupational pension schemes andremuneration of employees) rank in priority of recovery behind fixed charge security but ahead of floating charge security. Asubstantial amount of the collateral is secured only by a floating charge and as such is subject to the claims of any statutorilypreferred creditors.

The holders of the senior notes will have much more limited rights, although they are entitled to petition for theappointment of an administrator or a liquidator, subject to the restrictions upon enforcement contained in the IntercreditorAgreement.

Under English insolvency law, the liquidator or administrator of a company may, among other things, apply to thecourt to rescind a transaction entered into by such company, if such company was insolvent (as defined in the UK InsolvencyAct 1986) at the time of, or immediately after, the transaction and enters into a formal insolvency process within two years ofthe completion of the transaction. A transaction could be subject to such rescission if it involves a gift by a company or if acompany receives consideration of significantly less value than the benefit given by such company or if it is a preference. Acourt generally will not intervene, however, if a company entered into the transaction in good faith for the purpose ofcarrying on its business and at the time it did so there were reasonable grounds for believing the transaction would benefitsuch company, or unless the company giving the preference was influenced by a desire to put the person receiving thepreference in a better position than if the action had not been taken. We believe that the notes will not be issued on termswhich would amount to a transaction below market value and further that the issuance of the notes and the giving of theguarantees and the granting of security interests will be done in good faith for the purpose of carrying on our business. Inaddition, we believe that there is no intent to prefer any of our creditors and that there are reasonable grounds for believingthat the transaction will benefit us and our subsidiaries. There can be no assurance, however, that the issuance of the notesand the giving of the guarantees and the granting of security interests will not be challenged by a liquidator or administratoror that a court would support our analysis.

Corporate benefit and financial assistance laws and other limitations on the guarantees and security may adversely affectthe validity and enforceability of the guarantees of the notes and, with respect to the senior secured notes, the securitygranted by the guarantors.

The guarantees of the notes by the guarantors and security granted by such guarantors provide the holders of the noteswith a direct claim against the assets of the guarantors. Each of the guarantees and the amount recoverable under the securitydocuments, however, will be limited to the maximum amount that can be guaranteed or secured by a particular guarantorwithout rendering the guarantee or security, as it relates to that guarantor, voidable or otherwise ineffective under applicablelaw. In addition, enforcement of any of these guarantees or security against any guarantor will be subject to certain defensesavailable to guarantors and security providers generally. These laws and defenses include those that relate to fraudulentconveyance or transfer, voidable preference, financial assistance, corporate purpose or benefit, preservation of share capital,thin capitalization and regulations or defenses affecting the rights of creditors generally. If one or more of these laws anddefenses are applicable, a guarantor may have no liability or decreased liability under its guarantee or the security documentsto which it is a party.

The notes will be structurally subordinated to the liabilities of non-guarantor subsidiaries.After the completion of the financial assistance “whitewash” procedures, some, but not all, of our subsidiaries will

guarantee the notes. Generally, holders of indebtedness of, and trade creditors of, non-guarantor subsidiaries, includinglenders under bank financing agreements, are entitled to payments of their claims from the assets of such subsidiaries beforethese assets are made available for distribution to any guarantor, as direct or indirect shareholder.

Accordingly, in the event that any non-guarantor subsidiary becomes insolvent, liquidates or otherwise reorganizes:

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• the creditors of the issuer (including the holders of the notes) will have no right to proceed against the assets ofsuch subsidiary; and

• creditors of such non-guarantor subsidiary, including trade creditors, will generally be entitled to payment in fullfrom the sale or other disposal of the assets of such subsidiary before any guarantor, as direct or indirectshareholder, will be entitled to receive any distributions from such subsidiary.

Assuming that the financial assistance “whitewash” procedures have been completed and that all guarantees thatrequired to be provided under the indentures governing the notes have been provided, our subsidiaries not guaranteeing thenotes or providing security would have generated approximately 5.6% of our revenue and approximately 5.3% of ourEBITDA for the year ended December 31, 2006 and would have represented approximately 6.5% of our total assetsexcluding intercompany balances and investments in subsidiaries as of that date. During this period, revenue and EBITDA ofour non-guarantor subsidiaries were primarily generated by our FSA authorized subsidiary, Countrywide Principal ServicesLtd., which accounted for 4.4% and 12.6% of our revenue and EBITDA, respectively and represented 4.1% of our total assetsexcluding intercompany balances and investments in subsidiaries. The EBITDA contribution of this subsidiary was offset bylosses in other non-guarantor subsidiaries, resulting in net EBITDA for our non-guarantor subsidiaries of approximately 5.3%of total EBITDA. As of December 31, 2006, assuming that the financial assistance “whitewash” procedures have beencompleted and that all guarantees required to be provided under the indentures governing the notes has been provided, ournon-guarantor subsidiaries would have had approximately £13.2 million of total liabilities, including trade payables butexcluding intercompany balances, all of which would have ranked structurally senior to the notes and the guarantees. Any ofthe debt that our non-guarantor subsidiaries incurs in the future in accordance with the indentures governing the notes willrank structurally senior to the notes and the guarantees.

Your right to take enforcement action with respect to the liens securing the senior secured notes is limited in certaincircumstances and you will receive the proceeds from such enforcement after lenders under the senior secured revolvingcredit facility and holders of certain other priority claims.

The indenture governing the senior secured notes and the Intercreditor Agreement will contain provisions restrictingthe rights of holders of the senior secured notes to take enforcement action with respect to the liens securing such notes incertain circumstances. These provisions will generally provide that the senior secured notes trustee and the agent for thelenders under the senior secured revolving credit facility must generally engage in certain consultative processes beforeenforcing the liens securing the senior secured notes. In addition, disagreements between the holders of the senior securednotes, or between the trustee acting on behalf of the holders of the senior secured notes and the agent for the lenders under thesenior secured revolving credit facility, could limit or delay the ability of the holders of the senior secured notes to enforcetheir liens. Delays in the enforcement could decrease or eliminate recovery values. In addition, the holders of the seniorsecured notes will not have any independent power to enforce, or have recourse to, any of the security documents or toexercise any rights or powers arising under the security documents except through the security agent as provided in theIntercreditor Agreement. By accepting a senior secured note, you will be deemed to have agreed to these restrictions. As aresult of these restrictions, holders of the senior secured notes will have limited remedies and recourse against us and theguarantors in the event of a default.

Under the terms of the Intercreditor Agreement, the net proceeds from the enforcement of the security for the notes andthe guarantees thereof will be applied first to repay amounts due under the senior secured revolving credit facility and certainhedging arrangements. See “Description of Other Indebtedness—Intercreditor Agreement.” In addition, in certaincircumstances the collateral subject to the security may be pledged to other creditors pursuant to which other debt is entitledto share ratably in the collateral. If you (or the applicable trustee on your behalf) receive any proceeds of an enforcement ofsecurity or the guarantees prior to the satisfaction of the claims of those that are superior or ratable with those of theapplicable notes, you (or the applicable trustee on your behalf) will be required to turn over such proceeds until superiorclaims are satisfied and until ratable claims are equally satisfied. Hence, you will recover less from the proceeds of anenforcement of the security than you otherwise would have. As a result of these and other provisions governing theguarantees and the security and in the Intercreditor Agreement, you may not be able to recover any amounts under theguarantees or the security in the event of a default on the senior secured notes.

Our obligations under our secured indebtedness, including the notes, exceed the fair market value of the collateralsecuring such indebtedness and the value of such collateral may not be sufficient to satisfy our obligations under thesenior secured notes or the related guarantees.

If we default on the notes, holders of the notes will be secured only to the extent of the value of the assets underlyingthe security interests granted in favor of the holders of the notes. As of December 31, 2006, assuming that the financialassistance “whitewash” procedures have been completed and that all guarantees and security contemplated hereby have beenprovided, the book value of the collateral securing our secured obligations, including obligations under our senior securedrevolving credit facility and the notes, would have been approximately £213.6 million which comprises the total assets of the

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guarantor group as at such time, excluding intercompany balances and investments in subsidiaries. The value of the collateralwill depend on many factors including, among others, whether or not our business is sold as a going concern, the ability tosell the assets in an orderly sale, the availability of buyers and whether approvals to purchase our business would be availableto a buyer of the assets. In any of these events, the book value of our assets, particularly the significant amount of goodwillwe have recorded as an asset may not be reflected in any proceeds recovered from enforcement action. No appraisal of thefair market value of the assets underlying the liens securing such obligations has been prepared in connection with thisoffering, but we have made purchase price allocations based on preliminary estimates of the fair value of the assets acquiredand the liabilities assumed, which are subject to change. Based on those preliminary estimates, the fair market value of thetangible assets securing our secured obligations, including the senior secured revolving credit facility and the senior securednotes, is substantially less than the principal amount of such indebtedness.

As noted above, the assets underlying the security interests granted in favor of the holders of senior secured notes arealso pledged on a first-priority basis for the benefit of the lenders under the senior secured revolving credit facility and undercertain hedging obligations. They may also be pledged to secure other senior indebtedness incurred by us under certaincircumstances. The indentures governing the notes will allow us to incur additional debt in the future that is secured bypriority liens on our assets. In the event of an enforcement of the liens in respect of the senior secured notes, the proceedsfrom the sale of the assets securing the senior secured notes may not be sufficient to satisfy our obligations under the seniorsecured notes or the obligations of the guarantors under the related guarantees. The Intercreditor Agreement will provide that,in the event of any distribution of the proceeds from the sale due to an enforcement action of any collateral securing thesenior secured notes, the holders of the priority liens, including the lenders under our senior secured revolving credit facility,will be entitled to receive from such distribution payment in full in cash before the holders of the liens securing the seniorsecured notes will be entitled to receive any payment from such distribution with respect to the senior secured notes or therelated guarantees.

The assets securing the senior notes are subject to control by creditors with priority liens and by creditors with lienssecuring the senior secured notes. If there is a default, the value of the security may not be sufficient to repay the prioritycreditors and the holders of the senior notes.

The senior notes will be secured by liens on all of the equity interests in the issuer and Countrywide. These assets arealso pledged, on a first-priority basis, for the benefit of the lenders under the senior secured revolving credit facility and forthe benefit of the holders of the senior secured notes. In addition, the indenture governing the senior notes will allow theincurrence of additional indebtedness in the future that is secured by liens senior to the liens securing the senior notes. Theholders of the senior notes will only be able to enforce the collateral securing the senior notes in limited circumstances. Suchcircumstances include the event of an insolvency or liquidation, acceleration of payment under the senior secured revolvingcredit facility, the senior secured notes or certain other secured debt, the enforcement of the security related thereto or theexpiration of a 179-day standstill period following notice on behalf of the holders of senior notes of the occurrence of adefault.

As a result, without the prior written consent of the agent for the creditors under the senior secured revolving creditfacility, the trustee for the senior secured notes and certain other secured indebtedness, the holders of the senior notes will notbe able to force a sale of the collateral securing the senior notes or otherwise independently pursue the remedies of a securedcreditor under the security documents until the expiration of the applicable standstill period for so long as any amounts underthe senior secured revolving credit facility, the senior secured notes and certain other secured indebtedness remainoutstanding. Upon enforcement of any security under the Intercreditor Agreement, the lenders under the senior securedrevolving credit facility, the holders of the senior secured notes and certain other secured indebtedness will have priority overthe holders of the senior notes with respect to the proceeds from the collateral. As such, holders of the senior notes may notbe able to recover on the collateral if the claims of the lenders under the senior secured revolving credit facility and theholders of the senior secured notes are greater than the proceeds realized from any enforcement of the collateral. In addition,if the lenders or the agent under the senior secured revolving credit facility, the trustee for the senior secured notes or thesecurity agent under the Intercreditor Agreement sells the shares of the issuer or Countrywide through an enforcement oftheir first-priority security interest in accordance with the Intercreditor Agreement, the second-priority liens over such sharessecuring the senior notes will be automatically released. See “Description of Other Indebtedness—Intercreditor Agreement,”“Description of the Senior Secured Notes—Security” and “Description of the Senior Notes—Security.”

You may be unable to recover in civil proceedings for US securities laws violations.Countrywide is organized under the laws of the Cayman Islands and does not have any assets in the United States. We

anticipate that some or all of the directors and executive officers of the issuer and the guarantors will be non-residents of theUnited States and that all or a majority of their assets will be located outside the United States. As a result, it may not bepossible for investors to effect service of process within the United States upon us, the guarantors or our or their respectivedirectors and executive officers, or to enforce any judgments obtained in US courts predicated upon civil liability provisions

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of the US securities laws. In addition, we cannot assure you that civil liabilities predicated upon the federal securities laws ofthe United States will be enforceable in the Cayman Islands. See “Service of Process and Enforcement of Civil Liabilities.”

You may face foreign exchange risks or adverse tax consequences by investing in notes denominated in foreigncurrencies.

The notes will be denominated and payable in sterling. If you are a US or other non-U.K. investor, an investment in thenotes will entail foreign exchange-related risks due to, among other factors, possible significant changes in the value of thesterling relative to the US dollar or other relevant currencies because of economic, political or other factors over which wehave no control. Depreciation of the sterling against the US dollar could cause a decrease in the effective yield of the notesbelow their stated coupon rates and could result in a loss to you on a US dollar basis. Investments in the notes by USinvestors may also have important tax consequences. See “Tax Considerations—United States Federal Income TaxConsiderations.”

We may not be able to repurchase the notes upon a change of control.Upon the occurrence of a change of control, we will be required to offer to repurchase all of the notes in cash in an

amount equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase. See“Description of the Senior Secured Notes—Change of Control” and “Description of the Senior Notes—Change of Control.”We may not have sufficient funds at the time of any such event to make the required repurchases. Additionally, a change ofcontrol would constitute a default under our senior secured revolving credit facility. Therefore, upon the occurrence of achange of control, the lenders under our senior secured revolving credit facility would have the right to terminate theirlending commitments thereunder and accelerate their loans and we would be required to prepay all of our outstandingobligations under our senior secured revolving credit facility.

The source of funds for any repurchase required as a result of any such event will be available cash or cash generatedfrom operating activities or other sources, including borrowings, sales of assets, sales of equity or funds provided by oursubsidiaries. Sufficient funds may not be available at the time of any such events to make any required repurchases of thenotes tendered.

We are not providing all of the information that would be required if this offering were being registered with the SEC orsubject to the European Union’s Prospectus Directive.

These listing particulars do not include all of the information that would be required if we were registering the offeringof the notes with the SEC or if the offering were subject to the European Prospectus Directive. In particular, these listingparticulars do not include financial information about our guarantor and non-guarantor subsidiaries. This lack of informationwill impair your ability to evaluate your investment in us. We cannot assure you that our historical financial information asset forth in these listing particulars will be indicative of our future financial performance or our ability to meet ourobligations, including repayment of the notes.

Transfers of the notes are restricted, which may adversely affect the value of the notes.The notes are being offered and sold pursuant to an exemption from registration under the US Securities Act and

applicable state securities laws of the United States. The notes have not been and will not be registered under the USSecurities Act or any US state securities laws. Therefore, you may not transfer or sell the notes in the United States exceptpursuant to an exemption from, or a transaction not subject to, the registration requirements of the US Securities Act andapplicable state securities laws, or pursuant to an effective registration statement, and you may be required to bear the risk ofyour investment in the notes for an indefinite period of time. The notes and the indentures governing the notes containprovisions that restrict the notes from being offered, sold or otherwise transferred except pursuant to the exemptions availablepursuant to Rule 144A and Regulation S, or other exceptions, under the US Securities Act. In addition, by acceptance ofdelivery of any senior secured toggle notes, the holder thereof agrees on its own behalf and on behalf of any investoraccounts for which it has purchased senior secured toggle notes that it shall not transfer the senior secured toggle notes in anaggregate principal amount of less than £50,000. Furthermore, we have not registered the notes under any other country’ssecurities laws. It is your obligation to ensure that your offers and sales of the notes within the United States and othercountries comply with applicable securities laws.

The notes will initially be held in book-entry form, and therefore you must rely on the procedures of the relevant clearingsystems to exercise any rights and remedies.

The notes will initially only be issued in global certificated form and held through Euroclear Bank S.A./N.V. asoperator of the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”). Interests in theglobal notes will trade in book-entry form only, and notes in definitive registered form, or definitive registered notes, will beissued in exchange for book-entry interests only in very limited circumstances. Owners of book-entry interests will not beconsidered owners of the notes. The common depositary, or its nominee, for Euroclear and Clearstream will be the sole

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registered holder of the global notes representing the notes. Payments of principal, interest and other amounts owing on or inrespect of the global notes representing the notes will be made to Deutsche Bank AG, London Branch, as paying agent,which will make payments to Euroclear and Clearstream. Thereafter, these payments will be credited to participants’accounts that hold book-entry interests in the global notes representing the notes and credited by such participants to indirectparticipants. After payment to the common depositary for Euroclear and Clearstream, the issuer will have no responsibility orliability for the payment of interest, principal or other amounts to the owners of book-entry interests. Accordingly, if you owna book-entry interest, you must rely on the procedures of Euroclear and Clearstream, and if you are not a participant inEuroclear or Clearstream, on the procedures of the participant through which you own your interest, to exercise any rightsand obligations of a holder of notes under the indentures.

Unlike the holders of the notes themselves, owners of book-entry interests will not have the direct right to act upon oursolicitations for consents, requests for waivers or other actions from holders of the notes. Instead, if you own a book-entryinterest, you will be permitted to act only to the extent you have received appropriate proxies to do so from Euroclear orClearstream. The procedures implemented for the granting of such proxies may not be sufficient to enable you to vote on atimely basis.

Similarly, upon the occurrence of an event of default under the indentures, unless and until definitive registered notesare issued in respect of all book-entry interests, if you own a book-entry interest, you will be restricted to acting throughEuroclear and Clearstream. The procedures to be implemented through Euroclear and Clearstream may not be adequate toensure the timely exercise of rights under the notes. See “Book-Entry, Delivery and Form” in “Description of the SeniorSecured Notes” and in “Description of the Senior Notes.”

There is no established trading market for the notes. If a market for the notes does not develop, you may be unable to sellyour notes.

The notes are new issues of securities for which there is currently no established trading market. Accordingly, there canbe no assurances as to the development or liquidity of any market for them. We have applied for admission to trading on theAlternative Securities Market of the Irish Stock Exchange. However, the notes may not become or remain listed on thatexchange. Although the initial purchasers have advised us that they intend to make a market in the notes as permitted byapplicable laws and regulations, they are not obligated to do so and may discontinue their market making activities at anytime at their sole discretion and without notice.

The liquidity of the trading market in the notes and the market price quoted for the notes may be adversely affected bychanges in the overall market for similar yield securities, interest rates, our financial performance or prospects or in theprospects for companies in our industry generally. Historically, the market for non-investment grade debt has been subject tosubstantial volatility, which could adversely affect the price at which you may sell your notes. In addition, subsequent to theirinitial issuance, the notes may trade at a discount from their initial offering price, depending upon prevailing interest rates,the market for similar notes, our operating performance and other factors. As a result, an active trading market for the notesmay not develop or, if developed, may not continue.Castle HoldCo 4, Ltd. has not produced stand-alone financial statements. Therefore, Castle HoldCo 4, Ltd. is not able topresent such information. Further, unconsolidated financial statements for each subsidiary guarantor have not beenprovided as the financial position of the issuer is fully disclosed by presentation of consolidated financial statements of theCountrywide Group. Leave for an omission has been sought in relation to stand-alone financial statements of CastleHoldCo 4, Ltd. and unconsolidated financial statements of each subsidiary guarantor which are required to be submisttedto the Irish Stock Exchange under the guidelines of the Irish Stock Exchange.Under the guidelines of the Irish Stock Exchange, the issuer of securities and guarantors of those securities are generallyrequired to provide stand-alone financial statements. However, as of the date of the financial statements contained in theselisting particulars and as of the date of issue of the notes, the issuer is a special purpose acquisition vehicle without assets,revenue nor operations. Accordingly the issuer has not, nor is it required to, prepare separate financial statements.Therefore, Castle HoldCo 4, Ltd. has applied for an exemption from this disclosure obligation. Further, the position of theissuer is fully and properly disclosed through the presentation of the consolidated financial statements of the CountrywideGroup. Unconsolidated financial statements of each guarantor would provide no additional information to the prospectiveinvestor. Under article 4.3 of the guidelines of the Irish Stock Exchange, the Irish Stock Exchange may grant a leave for anomission in relation to stand-alone financial statements of the issuer and the guarantors to be set out in these listingparticulars.

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THE ACQUISITIONOn March 2, 2007, the issuer agreed to acquire the entire issued and to be issued share capital of Countrywide (the

“Acquisition”). On April 9, 2007, the board of directors of Countrywide received a conditional and non-binding proposalfrom a third party in relation to a possible competing offer for the whole of the issued and to be issued share capital ofCountrywide. As required under the terms of the agreements between Countrywide and Apollo, Countrywide notified Apolloof the approach and Apollo announced a revised offer with increased consideration and equity participation for eligibleelecting shareholders on April 11, 2007, which the board of Countrywide recommended to the Countrywide shareholders.

The Acquisition under the revised offer will be implemented by means of a scheme of arrangement betweenCountrywide and its shareholders under Section 425 of the Companies Act (the “Scheme”) and will involve a reduction ofcapital under Section 135 of the Companies Act (the “Reduction of Capital”).

The Acquisition was approved by the Countrywide shareholders at an extraordinary general meeting held on April 13,2007, but remains subject to the sanction of the High Court of Justice in England and Wales (the “Court”), regulatoryapproval and other customary closing conditions. The Court hearings to sanction the Scheme and confirm the Reduction ofCapital are expected on May 1, 2007 and May 3, 2007, respectively. If the requisite Court orders are obtained, the Schemeand the Reduction of Capital are expected to become effective on May 4, 2007, at which time all of the issued share capital ofCountrywide will be registered in the name of the issuer.

The Acquisition is expected to take place in conjunction with a financing of our group (the “Financing”). TheFinancing includes:

• the offering of the notes, consisting of £470.0 million of senior secured notes and £170.0 million of senior notes;• the £100.0 million senior secured revolving credit facility (with £72.8 million expected to remain undrawn

immediately following the consummation of the Acquisition) (together with the offering of the notes hereby, the“Debt Financing”); and

• the shareholder contribution of up to £305.2 million by affiliates of Apollo, subject to reduction in connection withthe Unlisted Securities Alternative discussed below (the “Equity Financing”).

See “Use of Proceeds”.

Key Terms of the AcquisitionImplementation of the Acquisition will result in all of the shares in Countrywide being held by the issuer.

ConsiderationUnder the Acquisition, Countrywide shareholders will be entitled to receive 530 pence in cash and 0.16487 Rightmove

shares per Countrywide share, valuing each Countrywide share at 617 pence and the existing ordinary share capital ofCountrywide at approximately £1,054 million (based on the closing price of a Rightmove share of 525 pence on April 11,2007). Countrywide shareholders may elect (and in certain circumstances will be deemed to elect) to have all but not lessthan all of the Rightmove shares they are entitled to receive under the Scheme sold on their behalf. Countrywide will sellRightmove shares on behalf of electing Countrywide shareholders and Countrywide will remit the net proceeds to them. Thedistribution or disposal of the Rightmove shares will represent the disposal of Countrywide’s entire interests in Rightmove.

Reinvestment in the Issuer by Electing Countrywide ShareholdersSubject to certain securities law limitations, Countrywide shareholders will be entitled to elect to receive a combination

of Castle HoldCo 1 Class B Shares and Castle HoldCo 2 Class B Notes in lieu of all or part of the cash consideration towhich they are entitled under the Acquisition. The Class B Shares and the Class B Notes will be unlisted securities and thereare no plans to seek a public quotation on any recognized investment exchange or other market of either class of securitieswhich may be issued to Countrywide shareholders under this alternative. The Class B Shares have limited voting rights. TheClass B Notes will mature on the tenth anniversary of the date that the Scheme becomes effective and interest will accrue at afixed rate of 12% per annum. Interest will be payable in the form of additional Class B Notes unless Castle HoldCo 1 electsin respect of any Class B Note to pay the interest in cash. For additional information on the issuer’s shareholders followingthe Acquisition and for a summary of the principal terms of the Class B Shares and the Class B Notes, see “SecurityOwnership.”

If Countrywide shareholders do not make valid elections for the Unlisted Securities Alternative in respect of at least£20.0 million of the cash consideration, no Class B Shares will be issued and affiliates of Apollo will own all of the sharecapital of Castle HoldCo 1 through their ownership of all of the issued Class “A” share capital of Castle HoldCo 1 (the “ClassA Shares”).

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Part-Repayment and Rescheduling of Pension DeficitUnder the terms of the Acquisition, we have agreed to fund the outstanding pension deficit at the date of purchase by

the issuer of all the shares in Countrywide. Fifty percent of the deficit will be satisfied upon the consummation of theAcquisition and the remaining 50% will be repaid over three years in equal tranches. As of December 31, 2006, theoutstanding pension deficit amounted to £15.9 million.

Conditions to ClosingThe implementation of the Acquisition is conditional upon:• the sanction (with or without modification (but subject to such modification being acceptable to Countrywide and

the issuer)) of the Scheme and confirmation of the related Reduction of Capital by the Court; and• the satisfaction of certain customary regulatory and other conditions.

ClosingAssuming the Court sanction is obtained, it is expected that the shares of capital stock of Countrywide will be

registered in the name of the issuer and the Scheme will become effective on or about May 4, 2007. If the Scheme andReduction of Capital have not become effective by August 31, 2007, the Scheme will lapse unless the issuer andCountrywide agree to extend such date (and, if appropriate, the Court approves such extension).

Potential Post-Acquisition ReorganizationOur post-Acquisition structure has not been finalized. We may make certain changes, which have not yet been

determined, to our group structure following the consummation of either or both of the Financing and the Acquisition; ourresulting group structure may be influenced by several factors, including tax and operational considerations.

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USE OF PROCEEDSWe estimate that the gross proceeds of this offering will be £640.0 million. We intend to use the gross proceeds from

the issuance of the notes offered hereby, together with borrowings under the senior secured revolving credit facility and theproceeds of the Equity Financing: (i) to pay the cash portion of the purchase price for the Acquisition (including to set up areserve for the acquisition of shares of Countrywide to be issued upon the exercise of the share options outstanding prior tothe Scheme Payment Date); (ii) to repay a portion of the pension liabilities of Countrywide; and (iii) to pay the underwritingdiscounts, professional fees, transaction fees and other payments related to the Transactions. See “The Acquisition.” Therewill be no remaining proceeds available to us from this offering.

The following table sets forth the sources and uses of funds in connection with the Transactions. Actual amounts willvary from estimated amounts, depending on several factors, including differences from our estimate of fees and expenses.

(£ millions)

Source of Funds Uses of FundsSenior secured revolving credit facility(1) ........ 27.2 Acquisition consideration(5)............................ 916.7Senior secured notes offered hereby(2)............. 470.0 Pension deficit(6) ............................................ 7.5Senior notes offered hereby(2) ......................... 170.0 Estimated fees and expenses(7) ....................... 48.2Total cash pay debt........................................ 667.2Shareholder PIK loans(3)................................. 275.0Contributed equity(4) ...................................... 30.2Total sources................................................ 972.4 Total uses..................................................... 972.4

(1) The senior secured revolving credit facility will provide for up to £100.0 million of senior secured revolving credit borrowings and letters of credit. We expectthat £27.2 million will be drawn under the senior secured revolving credit facility on the closing date of the Transactions, assuming that cash and cashequivalents is £58.4 million (the balance as of March 31, 2007) as of the closing date and that such balance will be repaid from acquired cash balances within 90days of the closing.

(2) The proceeds of the issuance of the notes offered hereby.(3) Represents £275.0 million of shareholder PIK loan notes issued by Castle HoldCo 2 to affiliates of Apollo or the Countrywide shareholders who elected to

receive notes in lieu of all or part of the cash consideration to which they are entitled in connection with the Acquisition. The proceeds of the issuance of theshareholder PIK loans have been lent on a subordinated basis to the issuer.

(4) Represents £30.2 million contributed by affiliates of Apollo or the Countrywide shareholders who elected to receive shares in lieu of all or part of the cashconsideration to which they are entitled in connection with the Acquisition to Castle HoldCo 1 in exchange for ordinary shares in Castle HoldCo 1. This £30.2million was invested by Castle HoldCo 1 through a subsidiary in Holdings and resulted in Holdings holding the entire share capital of the issuer.

(5) Acquisition consideration is based on the offer by the issuer of 530 pence per Countrywide share based on the shares and options outstanding as of December 31,2006. The purchase price is subject to certain post-completion adjustments, as described in “The Acquisition.” The initial estimate of the purchase priceadjustments at completion includes cash and cash equivalents on the balance sheet of £58.4 million representing the balance at March 31, 2007, as described in“Unaudited Pro Forma Condensed Consolidated Financial Information.” The finalization of the purchase price adjustments will be settled subsequent to thisoffering, after completion of the Transactions.

(6) Represents anticipated contribution to pension funding on closing. In connection with the acquisition, we intend to fund £7.5 million of the £15.9 million deficitat December 31, 2006 on closing, and the remaining amount in three equal annual instalments.

(7) Includes underwriting discounts, professional fees, transaction fees and other payments related to the Transactions.

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CAPITALIZATIONThe following table sets forth our consolidated cash and cash equivalents and capitalization as of December 31, 2006:• on a historical basis; and• on a pro forma basis to give effect to the Transactions, as if these transactions had been completed as of

December 31, 2006.This table should be read in conjunction with “The Acquisition,” “Unaudited Pro Forma Condensed Consolidated

Financial Information,” “Use of Proceeds,” “Operating and Financial Review,” “Description of Other Indebtedness,”“Description of the Senior Secured Notes,” “Description of the Senior Notes” and the historical financial information andnotes thereto included elsewhere in these listing particulars.

As of December 31, 2006

HistoricalPro forma as

adjusted

(£ millions)Cash and cash equivalents(1) ......................................................................................... 64.4 58.4

Senior secured revolving credit facility(2) ......................................................................... — 27.2Senior secured notes offered hereby(3).............................................................................. — 470.0Senior notes offered hereby(4) .......................................................................................... — 170.0Total cash pay debt....................................................................................................... — 667.2Shareholder loan notes(5) ................................................................................................. — 275.0Equity(6) .......................................................................................................................... 60.6 30.2Total shareholder funding............................................................................................ 60.6 305.2Total capitalization....................................................................................................... 60.6 972.4

(1) Pro forma as adjusted cash and cash equivalents reflects the pro forma cash and cash equivalents balance as of December 31, 2006, adjusted for the assumedmovements in cash up to the date of the Acquisition, which for the purposes of the purchase acquisition consideration and related borrowings is £58.4 million,the balance as of March 31, 2007. See “Unaudited Pro Forma Condensed Consolidated Financial Information.”

(2) The senior secured revolving credit facility will provide for up to £100.0 million of senior secured revolving credit borrowings and letters of credit. We expectthat £27.2 million will be drawn under the senior secured revolving credit facility on the closing date of the Transactions, assuming that cash and cashequivalents is £58.4 million at the closing date.

(3) Represents the £370.0 million principal amount of the senior secured floating rate notes and the £100.0 million principal amount of the senior secured togglenotes offered hereby. The proceeds of the senior secured notes will be used to finance the Acquisition.

(4) Represents the £170.0 million principal amount of the senior notes offered hereby. The proceeds of the senior notes will be used to finance the Acquisition.(5) Represents £275.0 million of shareholder PIK loan notes issued by Castle HoldCo 2 to affiliates of Apollo or the Countrywide shareholders who elected to

receive notes in lieu of all or part of the cash consideration to which they are entitled in connection with the Acquisition. The proceeds of the issuance of theshareholder PIK loans have been lent on a subordinated basis to the issuer.

(6) Represents £30.2 million contributed by affiliates of Apollo or the Countrywide shareholders who elected to receive shares in lieu of all or part of the cashconsideration to which they are entitled in connection with the Acquisition to Castle HoldCo 1 in exchange for ordinary shares in Castle HoldCo 1. This£30.2 million was invested by Castle HoldCo 1 through a subsidiary in Holdings and resulted in Holdings holding the entire share capital of the issuer.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma condensed consolidated financial information is based on the historicalconsolidated financial information of Countrywide, appearing elsewhere in these listing particulars, as adjusted to illustratethe estimated pro forma effects of the Transactions, including:

• the Acquisition, including the divesture of Rightmove,• the offering of the notes and the application of the proceeds thereof,• the borrowing under the senior secured revolving credit facility on May 18, 2007 and the application of the

proceeds thereof,• the equity contribution and shareholder loans, and• the payment of certain fees and expenses associated with the Transactions.

The unaudited pro forma condensed consolidated balance sheet gives effect to the Transactions as if they had occurredon December 31, 2006 and the unaudited pro forma condensed consolidated statement of income gives effect to theTransactions as if they had occurred on January 1, 2006. The unaudited pro forma condensed consolidated financialinformation should be read in conjunction with “The Acquisition,” “Use of Proceeds,” “Operating and Financial Review” andthe historical consolidated financial information of Countrywide and the notes thereto included elsewhere in these listingparticulars. The unaudited pro forma condensed consolidated financial information is for informational purposes only and isnot intended to represent or to be indicative of the consolidated results of operations or financial position that Countrywidewould have reported had the Transactions been completed as of the dates described, and should not be taken as representativeof Countrywide’s future consolidated results of operations or financial position.

The unaudited pro forma adjustments are based upon available information and certain assumptions that we believe tobe reasonable. However, as of the date of the listing particulars, we have not performed the valuation studies necessary toestimate the fair values of the assets which have been acquired and the liabilities that have been assumed and the relatedallocation of the purchase price. Please refer to note (2) to the unaudited pro forma balance sheet for a further discussion ofthe purchase price allocation.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

As of December 31, 2006

Historical(1) Adjustments Pro Forma

Unaudited(£’000s)

Non-current assetsGoodwill................................................................................................... 30,685 888,520(2) 919,205Other intangible assets............................................................................... 6,143 — 6,143Total intangible assets ............................................................................... 36,828 888,520 925,348Property, plant and equipment ................................................................... 22,780 — 22,780Investments in joint ventures and associated undertakings.......................... 6,462 (3,702)(2) 2,760Other financial assets................................................................................. 11,548 — 11,548Total non-current assets............................................................................. 77,618 884,818 962,436Current assetsCash and cash equivalents ......................................................................... 64,370 — (3) 64,370Other current assets ................................................................................... 86,440 — 86,440Total current assets.................................................................................... 150,810 — 150,810Total assets ............................................................................................... 228,428 884,818 1,113,246

Capital and revenues attributable to the equity shareholdersShareholders’ equity ............................................................................... 60,557 (30,357)(4) 30,200Non-current liabilitiesShareholder loans...................................................................................... — 275,000(5) 275,000Senior secured notes offered hereby........................................................... — 470,000(6) 470,000Senior notes offered hereby ....................................................................... — 170,000(6) 170,000Debt issuance costs.................................................................................... — (19,525)(7) (19,525)Defined benefit scheme liabilities .............................................................. 15,867 (10,289)(2) 5,578

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As of December 31, 2006

Historical(1) Adjustments Pro Forma

Unaudited(£’000s)

Provisions ................................................................................................. 10,674 — 10,674Deferred income........................................................................................ 18,223 — 18,223Total non-current liabilities 44,764 885,186 929,950Current liabilitiesSenior secured revolving credit facility ...................................................... — 27,200(8) 27,200Trade and other payables ........................................................................... 95,354 — 95,354Defined benefit scheme liabilities .............................................................. — 2,789(2) 2,789Provisions ................................................................................................. 11,231 — 11,231Other current liabilities.............................................................................. 16,522 — 16,522Total current liabilities .............................................................................. 123,107 29,989 153,096Total liabilities......................................................................................... 167,871 915,175 1,083,046Total equity and liabilities....................................................................... 228,428 884,818 1,113,246

See Notes to the Unaudited Pro Forma Condensed Consolidated Balance Sheet

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NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

(1) Represents the historical consolidated balance sheet of Countrywide, including the results of its equity investment inRightmove plc. The opening net assets of the issuer comprising of $1 of share capital are not separately reflected asthey are not material.

(2) For the purpose of the pro forma presentation, the excess of our costs to acquire Countrywide over the historical bookvalue of Countrywide’s net assets acquired has been assumed to be goodwill. This analysis assumes the divesture byCountrywide of its investment in Rightmove at the date of the Acquisition and therefore the investment value of thisinvestment will not form part of the net assets being acquired. As of the date of these listing particulars, we have notperformed the valuation studies necessary to accurately estimate the fair values of the assets acquired and liabilitiesassumed. Accordingly, the excess of the purchase price over the historical equity has been reflected in its entirety asgoodwill in the pro forma balance sheet. Ultimately, a portion of the purchase price may be allocated to otherintangible assets with finite lives, which will result in an increase in amortization expense. We do not anticipate thatallocating the purchase price to other assets or liabilities would materially impact recurring expenses other than non-cash amortising balances.

We do not expect the final purchase price allocation to have a significant impact on our future cash flows, EBITDA,EBITDA before exceptionals or Adjusted EBITDA. The following table reflects the adjustment to goodwill as a resultof the initial allocation of purchase price to assets acquired and liabilities assumed:

£’000sPurchase price(a) ........................................................................................................... 858,300Assumed cash on balance sheet at closing(b)................................................................... 58,400Acquisition consideration ............................................................................................. 916,700Other post-completion adjustments(c) ............................................................................ 15,867Estimated direct acquisition costs(d) ............................................................................... 28,675

Aggregate Cost……………………………………………………........................ 961,242Less: historical cost of assets acquired and liabilities assumed:

Historical consolidated net assets ……………………………………................... 60,557Adjustment for payment of pension deficit balance at closing............................... 15,867Adjustment to exclude historical goodwill ........................................................... (30,685)Adjustment to exclude historical investment in Rightmove plc(e) ........................... (3,702)

Total adjusted historical fair value of assets acquired and liabilities assumed................. 42,037Goodwill arising on Acquisition ................................................................................... 919,205

Adjustment to eliminate historic goodwill............................................................ (30,685)Net adjustment to goodwill.................................................................................. 888,520

(a) Represents the purchase price of 530 pence per share offered and accepted by the shareholders at the EGM on April 13, 2007 excluding the assumed cashacquired on the balance sheet at March 31, 2007.

(b) Represents an assumed cash balance on closing of the Acquisition. For the purposes of these pro forma condensed consolidated financial statements wehave assumed a cash and cash equivalents balance at March 31, 2007 of £58.4 million.

(c) Represents the settlement of the pension deficit at December 31, 2006 of £15.9 million. It is expected that approximately £7.5 million of the unfundedpension deficit will be paid on completion of the Acquisition and the remaining amount will be paid in three equal annual instalments of £2.8 million.

(d) Represents estimated direct acquisition costs, including financial advisory, legal, accounting and other costs.(e) Represents the investment in Rightmove which is held on the historical balance sheet at December 31, 2006, contained within Investments in joint

ventures and associated undertakings.

(3) Represents the adjustment to cash, calculated as follows:£’000s

Proceeds from notes offered herein(a) ........................................................................................... 640,000Funds from the senior secured revolving credit facility(b) .............................................................. 27,200Shareholder funding including loans(c) ......................................................................................... 305,200Acquisition consideration(d) .......................................................................................................... (916,700)Payment of fees and expenses(e).................................................................................................... (48,200)Initial payment of pension deficit(f) .............................................................................................. (7,500)

Net adjustment to cash ....................................................................................................... —

(a) Represents funds raised from issue of the senior secured notes and the senior notes, offered hereby.

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(b) Represents funds drawn to finance the Acquisition, including the payment of fees and other transaction costs.(c) Represents £30.2 million in equity contributions and £275.0 million in shareholder loans.(d) Represents the purchase price of £858.3 million and assumed cash acquired on the balance sheet at March 31, 2007 of £58.4 million.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (Continued)(e) Represents estimated fees and expenses associated with the Transactions, such as underwriting and placement fees in relation to the financing of £19.5

million and direct acquisition costs of £28.7 million.(f) Represents the initial settlement of the unfunded pension deficit at December 31, 2006 payable on completion of the Acquisition.

(4) Represents the adjustment to eliminate historical shareholders’ funds of Countrywide and to record equity contributionsin Castle HoldCo 1 by affiliates of Apollo or the Countrywide shareholders who elected to receive shares in lieu of allor part of the cash consideration to which they are entitled in connection with the Acquisition, the amounts of whichare subsequently contributed by Castle HoldCo 1 to the issuer.

(5) Represents the Shareholder PIK loans with interest accruing at 12%, issued by Castle HoldCo 2 to affiliates of Apolloor the Countrywide shareholders who elected to receive notes in lieu of all or part of the cash consideration to whichthey are entitled in connection with the Acquisition. The proceeds of this issuance have been lent on a subordinatedbasis to the issuer and used to finance a portion of the Acquisition.

(6) Represents the senior secured notes and the senior notes offered hereby used to finance the Acquisition.(7) Represents capitalization of estimated direct issuance costs in relation to the senior secured revolving credit facility, the

issuance of the notes and arrangement of other financing facilities.(8) Represents the estimated amounts drawn under the senior secured revolving credit facility of £27.2 million used to

finance the Acquisition, including the payment of fees and other transaction costs.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT

For the year ended December 31, 2006

Historical(1) Adjustments Pro Forma

Unaudited(£’000s)

Revenue..................................................................................................... 654,204 — 654,204Other Income ............................................................................................. 17,399 — 17,399Total Revenue........................................................................................... 671,603 — 671,603Employee benefit costs............................................................................... (361,172) — (361,172)Depreciation, amortization and impairment................................................. (12,089) — (2) (12,089)Regular expenses........................................................................................ (202,828) — (5) (202,828)Group operating profit before exceptional items..................................... 95,514 — 95,514Exceptional items (net)............................................................................... (3,270) — (3,270)Group operating profit............................................................................. 92,244 — 92,244Net finance income/(expense)..................................................................... 751 (94,147)(4) (93,396)Share of profit post tax from joint ventures and associates........................... 1,411 (934)(3) 477Profit on part disposal of joint venture and associated undertakings............. 19,357 (16,737)(3) 2,620Profit before taxation from continuing operations .................................. 113,763 (111,818) 1,945Taxation..................................................................................................... (31,907) 27,699(6) (4,208)Profit from continuing operations............................................................ 81,856 (84,119) (2,263)

See Notes to the Unaudited Pro Forma Condensed Consolidated Income Statement

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NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT(1) Represents the historical consolidated income statement of Countrywide, including the results of its equity investment

in Rightmove plc.(2) As of the date of these listing particulars, we have not performed the valuation studies necessary to accurately estimate

the fair values of the assets acquired and liabilities assumed. Accordingly, the excess of the purchase price over thehistorical equity has been reflected in total as goodwill in the pro forma condensed consolidated balance sheet.Ultimately, a portion of the purchase price may be allocated to other intangible assets with finite lives, which will resultin an increase in amortization expense. We do not expect the final purchase price allocation to have a significant impacton our future cash flows, EBITDA, EBITDA before exceptionals or Adjusted EBITDA.

(3) At the date of the Acquisition, we have assumed that Rightmove plc will be divested.(a) Therefore, for the year ended December 31, 2006, the share of post tax profits of this investment of £0.9 million

have been adjusted.

(b) Therefore, the profit of £16.7 million on part disposal of this investment in Rightmove has been adjusted. Thereis no tax effect of this profit.

(4) Represents adjustment to interest expense as follows:£’000s

Senior secured revolving credit facility (a) ........................................................................................ 1,120Senior secured notes (b).................................................................................................................... 40,490Senior notes (c) ................................................................................................................................ 16,788Pro forma cash interest expense on the senior secured revolving credit facility and notes offered hereby 58,397Shareholder PIK loans (d)................................................................................................................. 33,000Amortisation of debt issuance costs (e) ............................................................................................. 2,750

Total pro forma interest expense on the senior secured revolving credit facility, shareholder PIK loans andnotes offered hereby ......................................................................................................... 94,147

(a) For the purposes of the pro forma presentation we have assumed that the balance of the senior secured revolving credit facility of £27.2 million isoutstanding for 90 days and bears interest at three month LIBOR plus 2.25% with a commitment fee on the undrawn balance of 0.625%. The interestrate used for the purposes of the pro forma presentation is based on assumptions of the rate to be effective upon the closing of the Acquisition.

(b) Represents interest on senior secured notes offered hereby at three-month LIBOR plus 2.875% per annum for the senior secured floating rate notes andthree-month LIBOR plus 3.25% for the senior secured toggle notes and assumes that no interest on the senior secured toggle notes has been paid inkind for the applicable period.

(c) Represents interest on senior notes offered hereby at a fixed rate of 9.875%.(d) Represents the non cash interest on shareholder PIK loans from Castle HoldCo 1. The interest is accruing at 12%. This interest is accruing to Castle

HoldCo 1 on a quarterly basis.(e) Reflects non cash amortisation of debt issuance costs. These costs are amortised over the term of the related facility or notes, which is approximately 6

years for the senior secured revolving credit facility, 7 years for the senior secured notes and 8 years for the senior notes.The effects of a 1/4% change in interest rates relating to the floating rate borrowings would change interest expense by approximately £1.2 million in the proforma statement of income for the year ended December 31, 2006.

(5) Pro forma profit from continuing operations has not been adjusted for management’s estimates in respect of futureannual cost savings or estimated stand-alone cost savings.

(6) No adjustment to tax expense is reflected on the amortization of debt issuance costs or gain on sale of part disposal ofinvestments due to the non-tax deductible nature of the amortization. The tax benefit from additional interest payablehas been calculated assuming a corporation tax rate of 30%.

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SELECTED FINANCIAL AND OPERATING INFORMATIONSet forth below is certain historical consolidated financial data of our business as of and for the years ended

December 31, 2006, 2005 and 2004, which has been derived from our consolidated financial information and the notesthereto, which have been prepared in accordance with IFRS, included elsewhere in these listing particulars.

You should regard the summary financial and operational data below only as an introduction and should base yourinvestment decision on a review of the entire listing particulars.

Condensed Consolidated Income Statement Data

For the year ended December 31,

2004 2005 2006

(audited)(£’000s)

Continuing OperationsRevenue........................................................................................................ 474,186 528,164 654,204Other income ................................................................................................ 9,614 14,264 17,399Exceptional income....................................................................................... — 4,982 —Total Revenue.............................................................................................. 483,800 547,410 671,603Employee benefit costs.................................................................................. (269,115) (317,007) (361,172)Depreciation, amortization and impairment.................................................... (9,782) (10,872) (12,089)Regular expenses........................................................................................... (152,262) (182,608) (202,828)Exceptional expenses .................................................................................... (11,333) (5,540) (3,270)

Group operating profit before exceptional items........................................ 52,641 31,941 95,514Exceptional items (net).................................................................................. (11,333) (558) (3,270)Group operating profit................................................................................ 41,308 31,383 92,244Finance expense............................................................................................ (3,736) (5,603) (1,595)Finance income ............................................................................................. 2,219 2,252 2,346Share of profit post tax from joint ventures and associates.............................. 235 1,014 1,411Profit on part disposal of joint venture and associated undertakings................ — 2,621 19,357Profit before taxation .................................................................................. 40,026 31,667 113,763Taxation........................................................................................................ (13,989) (4,468) (31,907)Profit from continuing operations............................................................... 26,037 27,199 81,856Post tax profit from discontinued activities(1) .................................................. 1,419 — —Profit for the year........................................................................................ 27,456 27,199 81,856

(1) Discontinued activities in 2004 relates to the life insurance business which was demerged as part of the group restructuring in May 2004.

Segmental Financial Data

As ofDecember 31,

2004 2005 2006

(audited)(£’000s)

RevenueEstate Agency ..................................................................................................... 252,109 278,817 361,822Lettings............................................................................................................... 30,055 39,086 43,913Financial Services ............................................................................................... 63,966 74,473 91,577Surveying and Valuation ..................................................................................... 106,769 118,075 136,844Conveyancing ..................................................................................................... 22,303 19,127 22,731Eliminations(1)...................................................................................................... (1,016) (1,414) (2,683)Total revenue..................................................................................................... 474,186 528,164 654,204

Operating profit before exceptional and other non-recurring items(2)

Estate Agency ..................................................................................................... 22,629 8,500 53,470

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As ofDecember 31,

2004 2005 2006

(audited)(£’000s)

Lettings............................................................................................................... 4,048 5,589 7,963Financial Services ............................................................................................... 8,311 11,713 20,973Surveying and Valuation ..................................................................................... 27,005 18,722 26,733Conveyancing ..................................................................................................... (4,114) (7,657) (250)Unallocated expenses(3) ........................................................................................ (5,238) (4,926) (10,931)Non-recurring items(4) .......................................................................................... — — (2,444)Total operating profit before exceptional items................................................ 52,641 31,941 95,514

As ofDecember 31,

2004 2005 2006

(audited)(£’000s)

Total assetsEstate Agency ................................................................................................. 217,470 120,428 204,107Lettings........................................................................................................... 11,191 16,790 17,486Financial Services ........................................................................................... 50,706 67,893 73,774Surveying and Valuation ................................................................................. 68,620 51,750 77,002Conveyancing ................................................................................................. 11,521 7,344 4,830Unallocated assets(5)......................................................................................... 158,545 33,702 29,385Eliminations(6).................................................................................................. (330,908) (128,773) (178,156)Total assets .................................................................................................... 187,145 169,134 228,428

(1) Eliminations primarily represent intercompany sales from the Estate Agency Division to the Conveyancing Division.(2) Exceptional items are in relation to aborted transaction costs, group restructurings and profits on disposal of properties.(3) Unallocated items relate primarily to certain head office costs.(4) Non-recurring items include other non-material one-off transactions, including impairment and business closure costs, offset by profit on disposal of business.(5) Unallocated assets are in relation to investments held in joint ventures and associates and deferred tax unallocated assets.(6) Eliminations are in relation to investments in wholly owned subsidiaries.

Historical Condensed Consolidated Balance Sheet Data

As ofDecember 31,

2004 2005 2006

(audited)(£’000s)

Property, plant and equipment ........................................................................... 30,742 22,397 22,780Goodwill........................................................................................................... 35,377 37,737 30,685Other intangible assets....................................................................................... 11,224 6,164 6,143Other financial assets......................................................................................... 1,217 1,225 1,233Investment in joint ventures and associated undertakings ................................... 4,561 3,738 6,462Deferred tax assets ............................................................................................ 7,512 11,479 10,192Other debtors over one year............................................................................... 2,294 1,401 123Total non-current assets..................................................................................... 92,927 84,141 77,618Trade and other receivables ............................................................................... 72,820 78,006 86,440Cash and cash equivalents ................................................................................. 21,398 6,987 64,370Total assets ....................................................................................................... 187,145 169,134 228,428Short term borrowings....................................................................................... (2,297) — —Other current liabilities...................................................................................... (81,234) (97,483) (123,107)Total current liabilities ...................................................................................... (83,531) (97,483) (123,107)Non-current borrowings .................................................................................... (75,000) (5,000) —Other non-current liabilities............................................................................... (45,123) (43,228) (44,764)

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As ofDecember 31,

2004 2005 2006

(audited)(£’000s)

Total non-current liabilities................................................................................ (120,123) (48,228) (44,764)Net assets/(liabilities) ....................................................................................... (16,509) 23,423 60,557

Historical Condensed Consolidated Cash Flow Statement

For the year endedDecember 31,

2004 2005 2006

(audited)(£’000s)

Cash flow from operating activities........................................................................ 49,516 34,152 93,116Cash flow from investing activities........................................................................ (58,095) 10,228 16,035Cash flow from financing activities........................................................................ (34,641) (56,494) (51,768)

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OPERATING AND FINANCIAL REVIEWThe following discussion and analysis is based on the audited consolidated financial information of Countrywide as of

and for the years ended December 31, 2004, 2005 and 2006. The following discussion and analysis of our results ofoperations and financial condition covers periods prior to the consummation of the Acquisition. Accordingly, the followingdiscussion and analysis of historical periods does not reflect the significant impact that the Acquisition will have on us,including significantly increased leverage.

You should read the following discussion of our results of operations and financial condition in conjunction with thesections entitled “Summary—Summary Historical and Pro Forma Consolidated Financial and other Information,” “RiskFactors,” “Unaudited Pro Forma Condensed Consolidated Financial Information” and “Selected Financial and OperatingInformation” along with Countrywide’s financial information and the related notes included elsewhere in these listingparticulars.

The following discussion and analysis of our results of operations and financial condition contains forward-lookingstatements. Our actual results could differ materially from those that we discuss in these forward-looking statements. Factorsthat could cause or contribute to such differences include those discussed below and elsewhere in these listing particulars,particularly under the sections entitled “Risk Factors” and “Forward-Looking Statements.”

OverviewWe are the leading estate-agency based residential property service provider in the United Kingdom, measured by both

revenue and transaction volumes. We operate in five complementary businesses: (i) residential property sales, (ii) residentialproperty lettings and property management, (iii) arranging mortgages, insurance and related financial products forparticipants in residential property transactions, (iv) surveying and valuation services for mortgage lenders and prospectivehomebuyers and (v) residential property conveyancing services. Our business operates in approximately 670 townsthroughout the United Kingdom, including almost every major UK population center. More than 90% of the revenue andmore than 85% of the operating profit of our Estate Agency Division was generated outside of the London market, in eachcase in the year ended December 31, 2006. We are also well integrated along the value chain and in the year endedDecember 31, 2006, we sold 103,252 houses, arranged mortgages in respect of 59.4% of our house sales exchanged in suchyear and sold life insurance and mortgage payment protection policies in respect of 48.2% of our house sales exchanged insuch year and general insurance policies in respect of 54.9% of our house sales exchanged in such year. During the sameperiod, we also completed 697,305 surveys and valuations for both lenders and prospective homebuyers and 66,751conveyances. In addition, as of December 31, 2006, we had 55,324 rental properties under management. We believe that thestrength of our broad product offering allows our company to capture revenue streams across every stage of a typicalresidential property transaction from listing to completion.

For the year ended December 31, 2006, we had total revenue, Adjusted EBITDA (as defined) and operating profit of£671.6 million, £113.3 million and £92.2 million, respectively.

Factors Affecting Our Results of OperationsOur results of operations have been, and will continue to be, affected by a number of events and actions, many of

which are beyond our control. However, there are several key items that we believe have impacted our results of operationsand, in some cases, will continue to impact our results both on a consolidated basis and within our individual business units.In this section, we discuss several factors that we believe have, or could have, an impact on these results. Please also see“Risk Factors.”

The UK Residential Property MarketOur businesses typically realize revenue as (i) a commission based on the price of each house sold; (ii) a fee for

products or services provided in connection with a residential property transaction; or (iii) a fee computed as a percentage ofrent payable under a tenancy agreement. As a result, our overall success is linked to transaction volumes and prices in the UKresidential property market.

As discussed in “Market and Industry Data” and “Industry—Industry Size and Trends,” consistent long-term data onthe number of UK residential property transactions are generally not available. See “Market and Industry Data” for adiscussion of the data and the sources used in these listing particulars. In 2006, the Land Registry of England and Walesregistered approximately 1.25 million residential property transactions worth approximately £253.5 billion. According to theCouncil of Mortgage Lenders, approximately 1.14 million loans were advanced for house purchases in 2006 in the UnitedKingdom. Transaction volumes measured by both the Land Registry and the Council of Mortgage Lenders are slightly abovethe average for the period from 1995 through 2006 in each case. Based on data from the Land Registry, the Council ofMortgage Lenders and HMRC, we believe that transaction volumes have increased at an average rate of approximately3.5% per year from 1995 through 2006. While rising in absolute terms, transaction volumes have been highly volatile since

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1980. The post-1992 peak in transaction volumes, which occurred in 2002, was approximately 75% higher than the low pointexperienced in 1995 on the basis of loans advanced for house purchases according to the Council of Mortgage Lenders.

In 2006, the average house price in the United Kingdom was £204,813 according to the DCLG, having increased at aCAGR of approximately 8.6% from 1980 through 2006. On the basis of DCLG figures, national average house prices haveexhibited positive growth on a nominal basis every year since 1980 except for 1982 and 1992 when house prices declined byapproximately 2.2% and 1.8%, respectively, from the prior year in each case. If inflation is taken into account, these declineswere somewhat larger and lasted somewhat longer, and in 1995, the slight nominal increase in house prices would have beena decline.

Several macroeconomic factors contributed to the trends in the UK residential property market, including economicgrowth, increases in disposable incomes, the lack new housing stock compared to increases in the number of new householdsformed and, most importantly, the interest rates charged by lenders for house purchase mortgages. Interest rates set by theBank of England decreased from 14.0% as of December 31, 1980 to 5.0% as of December 31, 2006, and were as low as3.50% in 2003. As of the date of these listing particulars, interest rates set by the Bank of England were 5.25% and recentinflation reports suggest that further increases are forthcoming. As a result of this overall decline in interest rates,affordability measured as the median percentage of income spent on mortgage interest payments in 2006 was only slightlybelow the average for the period from 1980 through 2006 despite increasing house prices. However, when affordability ismeasured as a ratio of house prices to income, the median price-to-income ratio in 2006 was significantly above the averagefor the period from 1980 through 2006. See “Industry—Industry Size and Trends—Recent Industry Indicators.”

While the United Kingdom has not experienced a sustained market downturn (in either transaction volumes or prices)since the property market crash from 1988 to 1992, mid-2004 to mid-2005 saw a sharp decline in transaction volumes due toa series of rapid interest rate increases and public warnings by senior Bank of England officials about the potential forhousing price declines. As a result of this decline in transaction volumes, our underlying trading results during that period,particularly for our Estate Agency Division, were significantly adversely affected.

Significant AcquisitionsSince our founding as the merged estate agency businesses of Bairstow Eves and Mann & Co., we have also grown our

business by making acquisitions.On October 15, 2004, we acquired the estate agency, lettings and estate-agency-based financial services operations of

Bradford & Bingley Group plc. The addition of the Bradford & Bingley estate agency branches represented a 34% increase inthe number of branches in our estate agency network prior to the consummation of the transaction. As a result of theBradford & Bingley acquisition, a comparison of our 2004 and 2005 results is difficult because the acquisition addedsufficient revenue to more than offset the decline in revenue experienced by our Estate Agency Division from mid-2004 tomid-2005 due to the downturn in the UK residential property market during such time. As a result, revenue and the numberof house sale exchanges increased in the year ended December 31, 2005 compared to the year ended December 31, 2004,which would not have occurred absent the acquisition. In addition, we experienced lower profitability and margins, becausethe margins, commission levels and financial services conversion rates at the acquired branches were considerably lower thanthose in our existing branches and businesses. By the end of 2006, we had improved the performance of most of the formerBradford & Bingley branches by increasing their average commissions, improving financial services conversion rates andreducing their costs to levels closer to those experienced by the rest of our group.

As part of the Bradford & Bingley transaction, we also acquired Securemove Property Services Limited, a surveyingand valuation firm, which at the time of its acquisition employed approximately 210 surveyors providing services to lendersand house buyers and approximately 60 additional surveyors in its commercial surveying business. This acquisitionsignificantly increased the number of surveyors employed by our Surveying and Valuation Division. As we made thisacquisition at a time when we were reluctant to reduce our surveyor headcount (in anticipation of the inclusion of amandatory Home Condition Report in each Home Information Pack), our cost base in the Surveying and Valuation Divisionwas higher than would have otherwise been the case during the mid-2004 to mid-2005 market downturn, which adverselyaffected our profitability and margin during the period.

Commission LevelsCommissions on house sales in the United Kingdom have traditionally varied between 1.5% and 2.0% since 1980, but

have demonstrated a slight downward movement during that time. Our commissions on house sales averaged 1.69%, 1.66%and 1.67% in the years ended December 31, 2004, 2005 and 2006, respectively. During periods of reduced transactionvolumes, commission levels generally increase as estate agents’ demand compensation for adding a listing (and its attendantmarketing costs) to an already large inventory, while in more active markets, commissions decline as estate agencies competefor listings. In general, except at the top of the London market as discussed below, higher-priced houses tend to attract lowercommissions as a result of sellers’ relative bargaining power in high-value listings.

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There is also regional variation in commission levels. In suburban London commission levels are somewhat lower thanaverage due to estate agency competition. In Scotland, where sellers reimburse the estate agency for the expense of marketinga property, commission levels are considerably lower than average. In central London, higher overall commission levels areoffset in part by the more frequent use of commission sharing arrangements with buyers’ agents at the very top end of themarket. Our commission levels in the North East and East have been higher than our nationwide average, largely due to localmanagement efforts.

Our average commission levels reflected these trends in the period under review, but a portion of the effect was maskedby the Bradford & Bingley acquisition, as the Bradford & Bingley branches’ prevailing commission levels at the time of theacquisition were materially lower than those of our other branches.

Conversion RatesWe view conversion rates as a key indicator in measuring the performance of our Financial Services Division. The

mortgage, life insurance and mortgage payment protection and general insurance conversion rates are the percentages ofresidential property sales transactions in which contracts have been exchanged (“house sales exchanged”) which werefinanced by a mortgage we arranged or were accompanied by a purchase of life insurance, a mortgage payment protectionpolicy or general insurance, respectively, that we sold. We also monitor the percentage of mortgage customers to whom wesell insurance products.

Our conversion rates declined following the Bradford & Bingley acquisition as a result of that business’s historicallyless focused approach to financial services cross-selling (it was an independent advisor, which charged for its advisoryservices, and which sold the entire market of mortgage and insurance products rather than the offerings of a panel of pre-selected mortgage lenders). In addition, we believe that in 2004 and 2005 our Financial Services Division’s revenue wasadversely affected by the fact that many of our insurance offerings were not priced competitively, a situation exacerbated bythe relative price transparency of the insurance business. Selective repricings in mid-2005 and 2006, combined with theintegration of the Bradford & Bingley business, resulted in an improvement to our conversion rates in 2006 compared to2005.

Home Information Packs and Other Regulatory ChangesAs discussed in “Risk Factors—The introduction of Home Information Packs has brought substantial uncertainty to the

UK residential property market” and “Industry—Recent Developments,” the contemplated introduction of Home InformationPacks has had, and is expected to continue to have, unpredictable effects on the UK residential property market and,consequently, on our results of operations.

In anticipation of the inclusion of a compulsory Home Condition Report in each Home Information Pack, wemaintained the number of surveyors in our Surveying and Valuation Division during the mid-2004 to mid-2005 marketdownturn. The resulting overcapacity of surveyors put downward pressure on our margins in that period, which had anadverse effect on our Surveying and Valuation Division’s results in late 2004 and early 2005.

Going forward, it is uncertain what effect the introduction of Home Information Packs or the similar requirement inScotland in 2008 (or any delay in their introduction as a result of a change in government policy) will have on seller behaviorin the UK residential property market or whether certain of the specific requirements, in particular the inclusion of an EnergyPerformance Certificate in each Home Information Pack, will cause disruptions in the UK residential property market due todifficulties in meeting the requirements in a timely fashion. The introduction of Home Information Packs or any delay in theirintroduction could have adverse effects on our results of operations to the extent that the introduction or any delay leads to adisruption or lessening of the flow of new listings or an increase in our costs or working capital requirements.

In addition to the Home Information Pack and as discussed in “Risk Factors—Risks Relating to Our Business—Severalof our businesses are highly regulated and are subject to significant compliance costs and the risk of regulatory change,” theHousing Act 2004 imposed new regulatory requirements on the lettings and estate agency businesses. Beginning on April 6,2007, deposits taken from tenants in assured shorthold tenancies must be placed in a deposit protection program. Thisrequirement and the related procedures may result in additional administrative and compliance costs to our LettingsDivision’s operations. Further, in connection with the implementation of the Home Information Pack requirement,membership in the Ombudsman for Estate Agents or a similar organization, whose code of conduct imposes a duty of fairdealing on behalf of prospective purchases in addition to the traditional and statutory duty of care to sellers, will effectivelybecome compulsory. While we are currently members of the Ombudsman for Estate Agents, a statutory requirement formembership effectively restricts our future decisions on membership and essentially codifies a duty to prospective purchaserswhich may result in increased liability, impose additional costs or require us to change our operating practices.

As a result of the implementation of mortgage regulation in 2004 and subsequent consolidation in the mortgage brokermarket, price competition for surveying and valuation instructions increased and, as a result, our Surveying and ValuationDivision lost market share. See “Business—Our Operations—Financial Services Division—Regulation.”

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The FSA has begun the implementation of its “Treating Customers Fairly” initiative, which among other requirements,imposes requirements that our terms and conditions and other customer communications are fair and not misleading andrequires us to keep customers appropriately informed before, during and after the point of sale and ensure that they do notface unreasonable post-sale barriers to change products or providers. These types of regulatory initiatives may imposeadditional costs and restrictions on our operations.

Staff Turnover and Staff CostsThe UK residential property services industry is characterized by high levels of staff turnover, particularly among

estate agents and financial services consultants. In the year ended December 31, 2006, staff turnover was 47.2% in our EstateAgency Division and 34.9% in our Financial Services Division. High staff turnover may decrease the productivity of ourexisting operations as experienced employees leave and also requires us to frequently train new employees, thus increasingcosts. In addition, such turnover causes us to lose the investment we make in training and recruiting staff, which is aparticular problem in our Surveying and Valuation Division (where we provide the training necessary to achieve formalRoyal Institute of Chartered Surveyors qualification). That division experienced staff turnover of 31.5% for the year endedDecember 31, 2006. In addition, the loss of a financial consultant from an estate agency branch can adversely affect thatbranches’ ability to provide financial services (because each of our estate agency branches typically has only one financialservices consultant). As a result, we have taken steps to reduce staff turnover in our Financial Services and Surveying andValuation Divisions, primarily by increasing the compensation packages for our financial consultants and surveyors,respectively.

Because staff costs represent our single largest operational cost, we can, to a limited extent, reduce our costs duringperiods of adverse market conditions by not replacing employees who leave. In addition, because part of our staff costs arepayable as commissions on completed transactions, these payments are reduced when transaction volumes fall.

CompetitionWe face significant competition in each of our businesses. Our ability to acquire and retain clients and quality listings

and increase revenues depends on our continued level of service and enhanced product offerings. If competitive forcesadversely affect the prices we charge for our services or put downward pressure on commission rates, or if our competitorsare able to attract our clients or potential clients or listings that we are targeting, our results of operations will be negativelyaffected. See “Risk Factors—Risks Relating to Our Business—We operate in a competitive industry and competitivepressures could have a material adverse effect on our business, results of operations and financial condition.”

SeasonalityOur business is subject to the seasonal cycle of the UK residential property market. Activity levels, both in

househunting by prospective purchasers and new listings by prospective sellers, are subdued in the last few months of eachyear. Activity recovers in the first few months of the year and experiences peaks in the early spring and late summer as (giventhe delay between househunting and moving) prospective buyers seek to move either in the summer months in betweenschool terms or shortly before the Christmas holidays.

The typical residential property transaction to which we are a party takes approximately three months from the time anoffer is accepted to when contracts are exchanged, and an additional month after such exchange until we receive thecommission from a house sale. As a result, our revenue, which, for a house sale, is recorded on exchange, and cash flowsfollow the same pattern as described above, only with a three- and four-month lag, respectively. As a result, we experiencepeak cash inflows from May to December and minimal cash inflows from January to April of each year and in some yearshave experienced net cash outflows from January to April. Because our costs, other than staff and marketing costs, are largelyfixed, our profitability is also affected in a similar way by this seasonal variation. Consequently, we may be required toborrow in order to fund operations during seasonal slowdowns and such borrowings may not be available in sufficientamounts or at all.

Part Disposal of RightmoveWe are the founder (and part owner with Halifax Estate Agencies, Royal & SunAlliance Insurance Group plc and

Connells Limited) of Rightmove, an internet property portal. In March 2006, Rightmove was listed on the London StockExchange. In order to ensure the creation of a liquid trading market in its shares we sold an 8.5% interest in the business, inconnection with the listing, resulting in a £16.6 million profit on the disposal. As of December 31, 2006, our remainingshareholding in Rightmove was 21.5%.

Under the terms of the Acquisition, we will distribute our remaining shareholding in Rightmove to our shareholders.Accordingly, going forward our results will not reflect our shares of Rightmove’s profits nor will we receive dividends fromthe business going forward. For the year ended December 31, 2006, our share of Rightmove’s profits amounted to £0.9million.

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Chesnara DemergerOn May 24, 2004, our life insurance business was demerged from our operations under a court-approved scheme of

arrangement. The profits from the Chesnara business for the first five months of 2004 are included in our financial statementsfor 2004 as post-tax profit from discontinued operations, amounting to £1.4 million.

The Acquisition, Substantial Leverage and Other Transaction-Related EffectsOur future results will be affected by certain additional factors that may make our historical results not indicative of our

likely future performance.The Acquisition and related costs and expenses are being financed by the issue of the notes and borrowings under the

senior secured revolving credit facility. As a result, following the Transactions, we will have substantial additionalindebtedness. As of December 31, 2006, after giving pro forma effect to the Transactions, we would have had £667.2 millionin additional indebtedness, excluding subordinated shareholder PIK loans. Our future results of operations, and in particular,our net finance charges, will be significantly affected by the increased amount of indebtedness. The servicing of thisindebtedness will also impact our cash flows and our cash balance. See “Risk Factors—Risks Relating to the Notes and OurCapital Structure—We may not be able to generate sufficient cash to meet our debt service obligations.”

In addition, in connection with the Acquisition, the issuer will have acquired significant amounts of goodwill, whichwill be subject to periodic impairment tests.

Furthermore, as discussed under “—Part Disposal of Rightmove” above, under the terms of the Acquisition, we willdistribute our remaining shareholding in Rightmove to our shareholders. Accordingly, going forward our results will notreflect our share of Rightmove’s profits or future dividends.

Future DisposalsAs part of a business review undertaken in 2006, we decided to sell our loss-making Spanish estate agency (2006

losses: £0.7 million) and are currently in exclusive negotiations with a third-party to sell such business. This disposal willremove our residual amount of foreign currency exposure.

In addition, we have announced the closure of our remortgage conveyancing business, which was part of ourConveyancing Division. Our remortgage conveyancing business has suffered increasing fee pressure since its establishmentin 2005. In 2006, this business had losses of £2.1 million and we made a provision of £2.1 million for closing costs.

PensionsThe defined benefit section of our pension plan has been effectively closed to new entrants since 1989 and was closed

to future service accrual with effect from December 31, 2003. The triennial valuation of the defined benefit section pensionplan in 2006 revealed an increased past service deficit of £15.9 million, largely due to a change in actuarial assumptionsparticularly in respect of the increased life expectancy of the members of the plan. In consultation with the trustees andactuary of the pension plan, in 2006 we put in place a funding program to eliminate the deficit over the next ten years throughten annual payments of £1.9 million, which began in 2006. In connection with the Acquisition, the issuer has agreed to payoff half the deficit upon consummation of the Acquisition, with the remainder of the deficit to be paid off in three equalinstallments over three years.

Key Management ToolsPipeline

One of the indicators that management of our company looks to in order to monitor the operations of our EstateAgency Division is the “pipeline” of anticipated commissions receivable on transactions with an agreed price pending in thatdivision. The commission we expect to earn on a house sale enters our pipeline when a seller and a potential purchaser agreeon the purchase price of a house. Due to the time lag between the time at which a purchaser and seller have agreed on thepurchase price of a house and the exchange of contracts, management is able to use the expected commissions in our pipelineto forecast potential revenues for our Estate Agency Division approximately three months in advance. A declining pipelinegenerally indicates that our estate agency revenues will decrease, and the observation of such a decline by management mayallow it, in certain situations, to take corrective cost-cutting measures in order to preserve profitability and margins.Similarly, an increasing pipeline generally indicates that our estate agency revenues will increase, and the observation of suchan increase by management may allow it, in certain situations, to increase capacity in our ancillary businesses in order to takeadvantage of increased activity in the UK residential property market. Because an agreement between a purchaser and a sellerfor the purchase of a house is not binding and can be revoked by either party at any time without penalty until contracts areexchanged, our pipeline of anticipated commissions is not guaranteed. Accordingly, until such time as contracts areexchanged, a house sale transaction with an agreed price may be abandoned for many reasons, including as a result of

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changes in market conditions, new information obtained about the property as a result of a survey or valuation or one or bothparties simply changing his or her mind about proceeding with the transaction.

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Results of OperationsOperational Data

The following table sets forth certain of our operational data.

As of and for the year ended December 31,

2004 2005 2006

(unaudited)Estate AgencyHouse sales exchanged(1)................................................................. 80,650 85,106 103,252Average house price(2)..................................................................... £173,162 £179,294 £193,545Average commission rate(3) ............................................................. 1.69% 1.66% 1.67%Number of branches(4) ..................................................................... 884 1,064 1,059Franchises ...................................................................................... 107 113 120

LettingsProperties under management (retail).............................................. 10,760(5) 18,026 18,943Properties under management (corporate) ....................................... 31,982(5) 34,975 36,381Number of retail branches............................................................... 123 129 134

Financial ServicesTotal mortgages arranged(6) ............................................................. 48,769 48,432 61,354

Value.................................................................................... £4.6 billion £5.1 billion £7.1 billionPanel mortgages arranged(7)............................................................. 45,482 41,151 56,097

Value.................................................................................... £4.4 billion £4.3 billion £6.5 billionLife insurance and mortgage payment protection policies................ 32,229 33,814 49,811General insurance policies .............................................................. 42,260 42,027 56,711Conversion rates

Mortgages............................................................................. 60.5% 56.9% 59.4%Life insurance and mortgage payment protection policies....... 40.0% 39.7% 48.2%General insurance.................................................................. 52.4% 49.4% 54.9%

Surveying and ValuationValuations and survey instructions completed................................. 572,371 639,028 697,305

ConveyancingTotal completions........................................................................... 42,680 53,367 66,751

In-house................................................................................ 33,530 24,089 27,676Panelled(8).............................................................................. 9,165 22,231 30,251Remortgages ......................................................................... — 7,047 8,824

(1) House sales exchanged is the number of residential property sales transactions which have reached the point at which the parties exchanged contracts, which isthe point at which our commission on the listing and sale of the property at issue becomes payable.

(2) Average house price is the total sales value of properties sold divided by the number of house sales exchanged.(3) Average commission rate is the total commission income divided by the number of house sales exchanged, expressed as a percentage of the average house price.(4) Number of branches as of December 31 of the applicable year and excludes franchisees.(5) Excludes properties managed by the Bradford & Bingley lettings business, which was acquired in October 2004.(6) Total number of mortgages arranged is the number of mortgages exchanged within the year.(7) Number of panel mortgages arranged is the number of mortgages exchanged within the year which were arranged through our lending panel.(8) Number of completions instructed to our panel of conveyancers, principally through TitleAbsolute.

Estate AgencyThe last two quarters of 2004 and the first two quarters of 2005 saw the weakest residential property market in the

United Kingdom in ten years. While average sale prices rose modestly, 2005 transaction volumes as measured by the LandRegistry and the Council of Mortgage Lenders fell to their lowest level since 1996, the year following the 1995 marketdownturn. Although our Estate Agency Division arranged slightly more house sale exchanges in 2005 compared to 2004, theincreased number of house sale exchanges was generated by a much larger branch network, which was the result of theBradford & Bingley acquisition in late 2004. On a per-branch basis, transaction volumes fell in 2005 as compared to 2004.The Bradford & Bingley acquisition, which resulted in lower average commissions, also masked the increase in commissionlevels that our industry generally experiences during periods of slower activity.

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Transaction volumes began to increase in the second half of 2005 and such increase continued into 2006. Our branchesarranged significantly more house sale exchanges in 2006 than in 2005. During this period, the average prices of houses soldby our Estate Agency Division also increased. Our firm-wide average commission levels also increased in 2006 as comparedto 2005 as we were successful in bringing most of the ex-Bradford & Bingley branches’ commission levels closer to those ofour other branches. Over the course of 2006 we also closed some branches, resulting in a net loss of 16 branches for the year.

LettingsIn a typical lettings transaction, landlords and property managers realize revenues on a monthly basis over the term of

the lease. Generally, revenues in the lettings business are more stable than revenues in the estate agency business. Thoughfluctuations in the wider residential property market have an influence on rental property supply, prevailing rents andlandlords’ yields. Without taking into account the effect of the Bradford & Bingley acquisition, our Lettings Division’snumbers of properties under management demonstrated moderate underlying growth during the period from 2004 to 2006.The large increase between 2004 and 2005 reflects the acquisition of the Bradford & Bingley lettings business. During theperiod under review, we converted some of our co-located branches into lettings-only branches and as of December 31, 2006,we had 32 lettings-only branches.

Financial ServicesIn 2005, our Financial Services Division arranged fewer mortgages (and sourced fewer mortgages from our panel) as

compared to 2004, largely as a result of the decrease in transaction volumes in the UK residential property market. At thesame time, our conversion rates fell across all of our products as our prices became less competitive to those of otherfinancial services firms, mortgage lenders and insurers.

These declines were exacerbated and driven in part by the separate management and different operating practices in theex-Bradford & Bingley business. During most of 2005, the ex-Bradford & Bingley financial services division was separatelymanaged because the imposition of mortgage regulation by the FSA shortly after the Bradford & Bingley acquisition made itinfeasible to immediately integrate those operations into our Financial Services Division. In addition, Bradford & Bingleyhad historically sold the “whole market” of financial services products in exchange for mortgage advice fees paid by itscustomers (in addition to commissions paid by lenders and insurers), rather than, as in our Financial Services Division,restricting its offerings to products provided by a panel (or in the case of life and general insurance, single providers).

An improved residential property market in late 2005 and 2006 helped to restore transaction volumes. Selectiverepricings of certain of our financial services products in mid-2005 and 2006, combined with the integration of theBradford & Bingley business, resulted in an improvement to our conversion rates in 2006 compared to 2005.

Surveying and ValuationThe Surveying and Valuation Division did not experience the same decline in transaction volumes during the mid-2004

to mid-2005 market downturn that our Estate Agency Division experienced on a per branch basis, largely due to theacquisition of the Securemove business. That acquisition also resulted in an increase in headcount in the division in 2005compared to 2004. In anticipation of the Home Condition Report requirement of the Home Information Pack, we did notallow as much staff attrition as we otherwise would have given market conditions at the time, which resulted in lowersurveyor productivity in 2005 as compared to 2004.

ConveyancingWhile the mid-2004 to mid-2005 market downturn adversely affected the Conveyancing Division’s in-house

transaction volumes, that division also suffered from reduced capacity due to the disruptions caused by the failure of theFusion IT system. In-house completions fell significantly in 2005 as compared to 2004. Overall completion volumes weresignificantly higher during 2005 as compared to 2004 as a result of our acquisition of TitleAbsolute and the establishment ofour remortgage conveyancing business (which we anticipate closing in April 2007). In 2006, with the introduction of areplacement IT system, our in-house conveyancing business saw completions increase as compared to 2005.

Description of Key Line Items in the Income StatementsSet forth below is a brief description of the composition of our key income statement line items.Revenue. Our revenue comprises commissions received in respect of house sales, mortgages arranged and insurance

products sold. We also receive fees for our conveyancing and surveying and valuation services (or a fee for a referral to ourpanel for such services) and an ongoing percentage of rents paid to landlords where we have arranged the tenancy or areacting as property manager. We also receive franchise fees and, in Scotland only, reimbursement from sellers of marketingexpenses incurred in connection with the marketing of a property.

We recognize commissions earned on sales of residential property as revenue on the exchange of contracts for suchsales. Survey, valuation and conveyancing fees are recognized on completion of the service being provided. Lettings fee

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income is recognized (i) on receipt in a “let-only” arrangement, (ii) as paid over the course of the tenancy or (iii) over thecourse of performance of management services. Commission earned on sales of insurance policies, mortgages and relatedproducts are recognized when the policies commence (or go “on risk” to the insurer) or the mortgage is exchanged.

Other Income. Other income includes supplier rebates and incentives, rental income from subletting (generallyapartments or offices above our estate agency premises), interest on customer deposits, and gains from the disposal ofproperty, plant and equipment.

Employee Benefit Costs. Employee benefit costs represent wages and salaries (including commissions payable to ourestate agents and financial consultants), the costs related to our defined contribution pension, other long term employeebenefits, share based payment expenses and payroll taxes and national insurance contributions. The compensation packagesof our employees differ across our divisions. Notably, the compensation of our estate agents, financial services consultantsand lettings negotiators (and to a lesser degree our other employees) has a variable component. We record the cost of ouremployees’ variable compensation as it is earned.

Depreciation, Amortization and Impairment. Depreciation, amortization and impairment arises principally fromdepreciation of our property, plant and equipment and from impairment judgments we have made in respect of certain of ourand our subsidiaries’ goodwill and assets.

Regular Expenses. Other expenses consist primarily of lease payments in respect of our branch network, leasepayments in respect of our vehicle fleet, advertising and marketing expenses, non-staff head office expenses, general andadministrative expenses, information technology expenses and other non-recurring, but non-exceptional, expenses, such asthe provision for the closure of the remortgage conveyancing business and the provision for mis-selling liabilities.

Finance Expenses. Finance expenses consist principally of interest payments on indebtedness, amortization of loanfacility fees and interest expenses arising in connection with the pension scheme.

Finance Income. Finance income consists of interest on bank deposits.Share of Profit from Joint Ventures and Associates. We record in our income statement our share of the post tax profits

of our associated undertakings and joint ventures, including Rightmove and TMG Holdings.Profit on disposal of joint ventures. We have made disposals of parts of our interest in our joint ventures and associated

undertakings. Where these have generated profits or losses (on a cost basis), we record the gain or loss, as applicable, in ourincome statement.

Taxation. Taxation represents the aggregate amount included in the determination of profit or loss for the period inrespect of current and deferred tax. Current tax is the amount of income taxes payable in respect of the taxable profit for aperiod. Deferred tax represents the amount of income tax payable in a future period in respect of taxable temporarydifferences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used fortaxation purposes, and unused tax losses. We pay tax on our income at the statutory 30% rate, subject to various adjustments.

Exceptional Items (net). We have recorded certain non-recurring income and expenses as exceptional items. Webelieve that these items are not indicative of our underlying performance.

The following table summarizes, for the periods indicated, our income statements reflected as a percentage of totalrevenue:

Year ended December 31,

2004 2005 2006

(audited)(£’000s and as a percentage of total revenue)

Continuing Operations(1)

Revenue............................................................ 474,186 98.0% 528,164 96.5% 654,204 97.4%Other income .................................................... 9,614 2.0% 14,264 2.6% 17,399 2.6%Exceptional income........................................... — 0.0% 4,982 0.9% — 0.0%Total Revenue................................................... 483,800 100.0% 547,410 100.0% 671,603 100.0%Employee benefit costs...................................... (269,115) (55.6)% (317,007) (57.9)% (361,172) (53.8)%Depreciation, amortisation and impairment........ (9,782) (2.0)% (10,872) (2.0)% (12,089) (1.8)%Regular expenses............................................... (152,262) (31.5)% (182,608) (33.4)% (202,828) (30.2)%Exceptional expenses ........................................ (11,333) (2.3)% (5,540) (1.0)% (3,270) (0.5)%

Group operating profit before exceptionalitems.............................................................. 52,641 10.9% 31,941 5.8% 95,514 14.2%Exceptional items (net) ................................... (11,333) (2.3)% (558) (1.0)% (3,270) (0.5)%

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Group operating profit.................................... 41,308 8.5% 31,383 5.7% 92,244 13.7%Finance expense................................................ (3,736) (0.8)% (5,603) (1.0)% (1,595) (0.2)%Finance income ................................................. 2,219 0.5% 2,252 0.4% 2,346 0.3%Share of profit post tax from joint ventures and

associates ..................................................... 235 0.0% 1,014 0.2% 1,411 0.2%Profit on part disposal of joint venture and

associated undertakings................................. — 0.0% 2,621 0.5% 19,357 2.9%Profit before taxation ...................................... 40,026 8.3% 31,667 5.8% 113,763 16.9%Taxation............................................................ (13,989) (2.9)% (4,468) (0.8)% (31,907) (4.8)%Profit from continuing operations(1) ................ 26,037 5.4% 27,199 5.0% 81,856 12.2%

(1) Discontinued activities in 2004 relates to the life insurance business which was demerged as part of the group restructuring in May 2004. That business generated£59.4 million in revenue and £1.4 million in post tax profit in the year ended December 31, 2004.

Results of Operations for the Year Ended December 31, 2006 Compared to the Year Ended December 31, 2005.RevenueThe following table shows our revenue for each of our divisions for the years ended December 31, 2006 and 2005 and

as a percentage of our total revenue:

Year ended December 31,

2005 2006

(audited)(£’000s and as a percentage of total revenue)

Revenue(1)

Estate Agency ....................................................................................... 278,817 52.8% 361,822 55.3%Lettings................................................................................................ 39,086 7.4% 43,913 6.7%Financial Services ................................................................................. 74,473 14.1% 91,577 14.0%Surveying and Valuation ....................................................................... 118,075 22.4% 136,844 20.9%Conveyancing ....................................................................................... 19,127 3.6% 22,731 3.5%Eliminations(2)........................................................................................ (1,414) (0.3)% (2,683) (0.4)%Total..................................................................................................... 528,164 100.0% 654,204 100.0%

(1) Excluding other and exceptional income.(2) Eliminations represent intercompany sales primarily from the Estate Agency Division to the Conveyancing Division.

Revenue increased by 23.9% to £654.2 million for the year ended December 31, 2006 from £528.2 million for the yearended December 31, 2005. As discussed in more detail below, this increase was driven by strong increases in the EstateAgency Division’s revenue and further increases throughout the rest of our businesses.

Estate Agency. Revenue in the Estate Agency Division increased by 29.8% to £361.8 million for the year endedDecember 31, 2006 from £278.8 million for the year ended December 31, 2005. This increase was primarily attributable tosignificantly higher transaction volumes and an increase in the average house sale price in 2006 compared to 2005, combinedwith a slight increase in average commissions achieved.

Lettings. Revenue in the Lettings Division increased by 12.3% to £43.9 million for the year ended December 31, 2006from £39.1 million for the year ended December 31, 2005. This increase was principally due to increases in the number ofproperties managed by our retail and corporate businesses, combined with increases in average rents, driven in part by areduction in inventory.

Financial Services. Revenue in the Financial Services Division increased by 23.0% to £91.6 million for the year endedDecember 31, 2006 from £74.5 million for the year ended December 31, 2005. This increase was primarily due to overallincreases in the number of mortgages arranged and insurance products sold, driven by the recovery in residential propertytransaction volumes and, to a lesser extent, increased house prices, both as noted above, and increased conversion rates acrossour product range. The division also benefited from the integration of the Bradford & Bingley financial services business thatwe acquired and the effect of selective price reductions undertaken in mid-2005 and 2006, both of which served to increaseconversion rates on an already higher number of house sales.

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Surveying and Valuation. Revenue in the Surveying and Valuation Division increased by 15.9% to £136.8 million forthe year ended December 31, 2006 from £118.1 million for the year ended December 31, 2005. This increase was primarilydue to increased numbers of transactions generally (both at our estate agencies and in the residential property market), offsetin part by below-target surveyor productivity arising from the introduction of a new IT system and excess surveyor capacityresulting from the regulatory uncertainty surrounding the introduction of Home Information Packs, including HomeCondition Reports.

Conveyancing. Revenue in the Conveyancing Division increased by 18.8% to £22.7 million for the year endedDecember 31, 2006 from £19.1 million for the year ended December 31, 2005. This increase was principally attributable to arecovery in productivity and an increase in transaction volumes in our in-house conveyancing business following a difficult2005, which was adversely affected by the failed Fusion IT system roll-out, and a significant increase in the number ofcompletions sourced by TitleAbsolute.

Other IncomeOther income increased by 22.0% to £17.4 million for the year ended December 31, 2006 from £14.3 million for the

year ended December 31, 2005. This increase was principally attributable to the £2.0 million profit on the disposal of thecommercial surveying business acquired as part of the Bradford & Bingley acquisition.

Employee Benefit CostsEmployee benefit costs increased by 13.9% to £361.2 million for the year ended December 31, 2006 from

£317.0 million for the year ended December 31, 2005. This increase was largely due to 13.3% higher wage and salaryexpenses (2006: £317.4 million; 2005: £280.3 million) and a related 15.2% increase in national insurance contributions andsimilar taxes. These higher wage costs reflected higher commissions payable to our staff and moderately increased staffinglevels at our estate agency branches. Increased employee benefit costs in 2006 also reflected higher compensation levels forour financial services consultants (undertaken to reduce staff turnover) and surveyors (undertaken in anticipation of the now-withdrawn Home Condition Report requirement), offset in part by reduced staffing in our Surveying and Valuation Divisionas a result of our sale of the commercial surveying business and the staff attrition we allowed when the governmentannounced that the inclusion of Home Condition Reports in Home Information Packs would not be mandatory.

Depreciation, Amortization and ImpairmentDepreciation, amortization and impairment charges increased by 11.2% to £12.1 million for the year ended

December 31, 2006 from £10.9 million for the year ended December 31, 2005. This increase was due to a £2.4 millionimpairment charge in the carrying value of the goodwill of TitleAbsolute as a result of its loss of a major third-party clientwith effect from mid-2007.

Regular expensesRegular expenses increased by 11.1% to £202.8 million for the year ended December 31, 2006 from £182.6 million for

the year ended December 31, 2005. This increase was largely due to higher advertising and other marketing activitiesundertaken as a result of increased transaction volumes, and, to a lesser extent, higher profit sharing with employees,increased motor vehicle leasing charges, legal and professional charges, insurance rates and printing charges, expensesrelating to the closure of the remortgaging conveyancing business and an additional legal provision of £5.3 million related topension mis-selling claims against certain of our former subsidiaries. These increases were offset in part by reduced IToutsourcing expenditures, a further result of the unwinding of the various Fusion IT agreements.

Operating Profit Before Exceptional and Other Non-Recurring ItemsThe following table shows our operating profit (before exceptional and other non-recurring items) for each of our

divisions for the years ended December 31, 2006 and 2005 and as a percentage of segment revenue and, with respect to totaloperating profit, total revenue:

Year ended December 31,

2005 2006

(audited)(£’000s and as a percentage of segment revenue)

Operating Profit (before exceptional and other non-recurring items)

Estate Agency ............................................................................... 8,500 3.0% 53,470 14.8%Lettings......................................................................................... 5,589 14.3% 7,963 18.1%Financial Services ......................................................................... 11,713 15.7% 20,973 22.9%Surveying and Valuation ............................................................... 18,722 15.9% 26,733 19.5%

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Year ended December 31,

2005 2006

(audited)(£’000s and as a percentage of segment revenue)

Conveyancing ............................................................................... (7,657) (40.0)% (250) (1.1)%Unallocated expenses(1) ................................................................ (4,926) — (10,931) —Non-recurring items(2) ................................................................ — — (2,444) —Total............................................................................................. 31,941 6.0%(3) 95,514 14.6%(3)

(1) Unallocated items relate primarily to certain head office costs.(2) Non-recurring items include other non-material one-off transactions, including impairment and business closure costs, offset by profit on disposal of business.(3) As a percentage of total revenue.

Operating profit before exceptional items increased by 199.0% to £95.5 million for the year ended December 31, 2006from £31.9 million for the year ended December 31, 2005. Our operating profit margin increased from 6.0% in the yearended December 31, 2005 to 14.6% in the year ended December 31, 2006.

As discussed in more detail below, this increase was driven by strong increases in the Estate Agency Division’s resultsand increases in operating profit throughout the rest of our businesses, offset in part by a 171.5% increase in unallocatedcosts, which primarily consisted of larger bonus payments both for our executive management and under a group-wide bonusprogram whose costs are incurred centrally, and the additional legal provisions mentioned above under “Regular Expenses.”

Estate Agency. Operating profit in the Estate Agency Division increased by 529.1% to £53.5 million for the year endedDecember 31, 2006 from £8.5 million for the year ended December 31, 2005. Our operating profit margin in the EstateAgency Division increased from 3.0% in the year ended December 31, 2005 to 14.8% in the year ended December 31, 2006.

The increase in operating profit was primarily attributable to the revenue increases discussed above. Operating profitmargins increased as a result of much higher revenues set against moderate increases in staff costs (not taking into accountthe bonus program referred to in the second preceeding paragraph above and are included in unallocated costs) and lesserincreases in regular expenses, several of which are effectively fixed in the short term (such as rents).

Lettings. Operating profit in the Lettings Division increased by 42.5% to £8.0 million for the year ended December 31,2006 from £5.6 million for the year ended December 31, 2005. Our operating profit margin in the Lettings Division increasedfrom 14.3% in the year ended December 31, 2005 to 18.1% in the year ended December 31, 2006.

The increase in operating profit was primarily attributable to the revenue increases discussed above. Operating profitmargins increased as a result of higher revenue set against moderate increases in costs (not taking into account the bonusprogram referred to in the fourth preceeding paragraph above and are included in unallocated costs), offset in part byincreased expenses in connection with opening new branches.

Financial Services. Operating profit in the Financial Services Division increased by 79.1% to £21.0 million for the yearended December 31, 2006 from £11.7 million for the year ended December 31, 2005. Our operating profit margin in theFinancial Services Division increased from 15.7% in the year ended December 31, 2005 to 22.9% in the year endedDecember 31, 2006.

The increase in operating profit was primarily attributable to the revenue increases discussed above. In 2006, ourmortgage business saw an increase in mortgages arranged with members of our panel, which typically produce highermargins for the division. In addition, we achieved certain volume targets in our life insurance business which increased theamounts payable to us by our insurance product providers for those sales. These developments more than offset the marginimpact of lower prices we decided to charge on life insurance and mortgage payment protection policies and the higherremuneration we began paying our financial consultants in 2006.

Surveying and Valuation. Operating profit in the Surveying and Valuation Division increased by 42.8% to£26.7 million for the year ended December 31, 2006 from £18.7 million for the year ended December 31, 2005. Ouroperating profit margin in the Surveying and Valuation Division increased from 15.9% in the year ended December 31, 2005to 19.5% in the year ended December 31, 2006.

The increase in operating profit was primarily attributable to the revenue increases discussed above, with the increasein margin resulting from reductions in employee benefit costs due to a reduction in headcount through our sale of thecommercial surveying business, offset in part by higher salaries paid to surveyors.

Conveyancing. Operating loss in the Conveyancing Division decreased by 96.7% to £250,000 for the year endedDecember 31, 2006 from £7.7 million for the year ended December 31, 2005.

The improvement in 2006 was principally attributable to a recovery in productivity on roughly the same cost basis asthe prior year, and occurred despite the costs recorded in 2006 of £2.1 million in relation to the announced closure of our

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remortgage conveyancing business. The division completed more instructions in the in-house conveyancing businessfollowing a difficult 2005, which was adversely affected by the failed Fusion IT system roll-out, and saw significantly morecompletions sourced by TitleAbsolute with our panel compared to 2005.

Exceptional Items (net)The net effect of our exceptional items in the year ended December 31, 2006, was a cost of £3.3 million, consisting of

the costs associated with the unsuccessful offer for Countrywide by 3i Investments plc. The net effect of our exceptionalitems in the year ended December 31, 2005, was a cost of £558,000, which reflected the £5.5 million write-off of our FusionIT system, offset in part by a gain of £5.0 million from the sale of freehold properties.

Finance ExpenseFinance expense decreased by 71.5% to £1.6 million for the year ended December 31, 2006 from £5.6 million for the

year ended December 31, 2005. This decrease was principally the result of a decrease in interest expense as a result of therepayment and cancellation of amounts outstanding under our £50.0 million revolving credit facility in 2006. Financeexpense will greatly increase upon the completion of the Transactions.

Finance IncomeFinance income increased by 4.2% to £2.3 million for the year ended December 31, 2006 from £2.25 million for the

year ended December 31, 2005, largely as a result of increased cash balances held as interest bearing bank deposits, whichwere themselves the result of improved cash flows in 2006 compared to 2005.

Share of Profit Post-tax from Joint Ventures and AssociatesOur share of profit post-tax from joint ventures and associates increased by 39.2% to £1.4 million for the year ended

December 31, 2006 from £1.0 million for the year ended December 31, 2005, largely as a result of the improved operatingperformance at Rightmove.

Profit on Part Disposal of Joint Venture and Associated UndertakingsOur profit on part disposal of joint venture and associated undertakings increased by 638.5% to £19.4 million for the

year ended December 31, 2006 from £2.6 million for the year ended December 31, 2005, principally as a result of our sale of8.2% of Rightmove in connection with its listing on the London Stock Exchange.

Profit Before TaxationPrimarily as a result of the improved trading in 2006 compared to 2005, and the other factors described above, profit

before taxation increased by 259.2% to £113.8 million for the year ended December 31, 2006 from £31.7 million for the yearended December 31, 2005.

TaxationTaxation increased by 614.1% to £31.9 million for the year ended December 31, 2006 from £4.5 million for the year

ended December 31, 2005. This disproportionate increase (beyond that expected as a result of increased profitability) was theresult of an increase in our effective tax rate from 14% in 2005 to 28% in 2006, as a result of a reversal of a deferred tax assetrelating to overseas trading losses at our Spanish estate agency as discussed below in “—Results of Operations for the YearEnded December 31, 2005 Compared to the Year Ended December 31, 2004—Taxation,” the disallowance of thedeductibility of certain costs incurred in connection with the 3i Investments plc bid rejected by our shareholders and anincrease in other permanent differences, which are not presently deductible, relating to goodwill impairment and certainprovisions in connection with our mis-selling liabilities arising from the activities of our former subsidiaries. See “RiskFactors—Risks Relating to Our Business—We are exposed to mis-selling claims arising from the past activities of certain ofour former subsidiaries.”

Profit from Continuing OperationsFor the reasons discussed above, profit increased by 201.0% to £81.9 million for the year ended December 31, 2006

from £27.2 million for the year ended December 31, 2005.

Results of Operations for the Year Ended December 31, 2005 Compared to the Year Ended December 31, 2004.RevenueThe following table shows our revenue for each of our divisions for the years ended December 31, 2005 and 2004 and

as a percentage of our total revenue:

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Year ended December 31,

2004 2005

(audited)(£’000s and as a percentage of total revenue)

Revenue(1)

Estate Agency ..................................................................................... 252,109 53.2% 278,817 52.8%Lettings............................................................................................... 30,055 6.3% 39,086 7.4%Financial Services ............................................................................... 63,966 13.5% 74,473 14.1%Surveying and Valuation ..................................................................... 106,769 22.5% 118,075 22.4%Conveyancing ..................................................................................... 22,303 4.7% 19,127 3.6%Eliminations(2)...................................................................................... (1,016) (0.2)% (1,414) (0.3)%Total................................................................................................... 474,186 100.0% 528,164 100.0%

(1) Excluding other and exceptional income.(2) Eliminations represent intercompany sales primarily from the Estate Agency Division to the Conveyancing Division.

Revenue increased by 11.4% to £528.2 million for the year ended December 31, 2005 from £474.2 million for the yearended December 31, 2004. As discussed in more detail below, this increase was driven by moderate increases across all ofour divisions (except for the Conveyancing Division), primarily as a result of the Bradford & Bingley acquisition, whichmore than offset weaker performance in our core businesses as a result of the mid-2004 to mid-2005 downturn in the UKresidential property market. Although the decline in transaction volumes began in mid-2004, because of the approximatelythree month lag between market activity and the revenue impact of such activity on us, the mid-2004 to mid-2005 marketdownturn did not begin to affect our results of operations until the fourth quarter of 2004.

Estate Agency. Revenue in the Estate Agency Division increased by 10.6% to £278.8 million for the year endedDecember 31, 2005 from £252.1 million for the year ended December 31, 2004. This increase was primarily attributable toan increase in the number of house sale exchanges compared to the previous year (albeit generated by a branch network thatwas significantly larger than the previous year as a result of the Bradford & Bingley acquisition), and a modest increase in theaverage house sale price in 2005 compared to 2004, partly offset by a slight decline in average commission.

Lettings. Revenue in the Lettings Division increased by 30.0% to £39.1 million for the year ended December 31, 2005from £30.0 million for the year ended December 31, 2004. This increase was principally due to the integration of theBradford & Bingley lettings business.

Financial Services. Revenue in the Financial Services Division increased by 16.4% to £74.5 million for the year endedDecember 31, 2005 from £64.0 million for the year ended December 31, 2004. This increase was due to the recovery of theresidential property market in the second half of 2005 and the inclusion of a full-year’s trading for the Bradford & Bingleyfinancial services business, partly offset by lower conversion rates for the Financial Services Division.

Surveying and Valuation. Revenue in the Surveying and Valuation Division increased by 10.6% to £118.1 million forthe year ended December 31, 2005 from £106.8 million for the year ended December 31, 2004. The increase reflected theeffect of the Securemove acquisition and a recovery in transaction volumes achieved in the second half of the year, partlyoffset by a decline in market share as spare capacity in the industry (which was experiencing fewer remortgage valuationinstructions and which was expanding in preparation for the Home Information Pack roll-out) pushed the fees payable forsome instructions below our profitability thresholds.

Conveyancing. Revenue in the Conveyancing Division declined by 14.2% to £19.1 million for the year endedDecember 31, 2005 from £22.3 million for the year ended December 31, 2004. This decrease was principally the result of asignificant decrease in the number of completions handled by our in-house business as a result of the failure of the Fusion ITsystem, offset in part by the acquisition of TitleAbsolute and the establishment of our remortgage conveyancing business.

Other IncomeOther income increased by 48.4% to £14.3 million for the year ended December 31, 2005 from £9.6 million for the

year ended December 31, 2004. This increase was principally attributable to the effect of the Bradford & Bingley acquisition,as we became eligible for larger supplier rebates and received more interest income on a larger pool of customer deposits.

Employee Benefit CostsEmployee benefit costs increased by 17.8% to £317.0 million for the year ended December 31, 2005 from

£269.1 million for the year ended December 31, 2004. This increase was largely due to 17.8% higher wage and salaryexpenses (2005: £280.3 million; 2004: £238.0 million) and a related 16.5% increase in national insurance contributions andsimilar taxes. These higher wage costs were primarily attributable to the full-year incorporation of Bradford & Bingley staff

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and the costs relating to the higher headcount in our Surveying and Valuation Division as a result of our acquisition ofSecuremove.

Depreciation, Amortization and ImpairmentDepreciation, amortization and impairment increased by 11.1% to £10.9 million for the year ended December 31, 2005

from £9.8 million for the year ended December 31, 2004. This increase was largely due to depreciation of a larger asset baseof property, plant and equipment (as a result of the Bradford & Bingley acquisition), and amortization of costs related to theBradford & Bingley acquisition.

Regular expensesRegular expenses increased by 19.9% to £182.6 million for the year ended December 31, 2005 from £152.3 million for

the year ended December 31, 2004. This increase was largely due to the incorporation of full-year trading costs for theBradford & Bingley businesses, large increases in IT costs related to the Fusion IT system and the impact of a provision forliabilities related to pension mis-selling claims arising from the activities of certain of our former subsidiaries.

Operating Profit Before Exceptional and Other Non-Recurring ItemsThe following table shows our operating profit (before exceptional and other non-recurring items) for each of our

divisions for the years ended December 31, 2005 and 2004 and as a percentage of segment revenue and, with respect to totaloperating profit, total revenue:

Year ended December 31,

2004 2005

(audited)(£’000s and as a percentage of segment revenue)

Operating Profit (before exceptional and other non-recurring items)

Estate Agency ............................................................................... 22,629 9.0% 8,500 3.0%Lettings......................................................................................... 4,048 13.5% 5,589 14.3%Financial Services ......................................................................... 8,311 13.0% 11,713 15.7%Surveying and Valuation ............................................................... 27,005 25.3% 18,722 15.9%Conveyancing ............................................................................... (4,114) (18.4)% (7,657) (40.0)%Unallocated expenses(1)................................................................ (5,238) — (4,926) —Total............................................................................................. 52,641 11.1%(2) 31,941 6.0%(2)

(1) Unallocated items relate primarily to certain head office costs.(2) As a percentage of total revenue.

Operating profit before exceptional items decreased by 39.3% to £31.9 million for the year ended December 31, 2005from £52.6 million for the year ended December 31, 2004. Our operating profit margin decreased from 11.1% in the yearended December 31, 2004 to 6.0% in the year ended December 31, 2005.

As discussed in more detail below, these decreases were driven by poor results in the Estate Agency and Surveying andValuation Divisions primarily as a result of the poor state of the UK residential property market from mid-2004 to mid-2005,offset in part by a small decline in unallocated costs relating primarily to a reduction in bonus payments (charged centrally) in2005.

Estate Agency. Operating profit in the Estate Agency Division declined by 62.4% to £8.5 million for the year endedDecember 31, 2005 from £22.7 million for the year ended December 31, 2004. Our operating profit margin in the EstateAgency Division decreased from 9.0% in the year ended December 31, 2004 to 3.0% in the year ended December 31, 2005.

The decrease in operating profit was primarily attributable to a decline in the number of house sale exchanges on a per-branch basis without a corresponding decline in operating costs for the division, offset in part by the recovery of the UKresidential property market in the second half of 2005. Margins suffered for similar reasons. The increased costs (and reducedmargins) of the then-recently-acquired Bradford & Bingley estate agency business, when combined with the severity of themarket downturn from mid-2004 to mid-2005, reduced our ability to exploit our variable cost base in 2005.

Lettings. Operating profits in the Lettings Division increased by 38.1% to £5.6 million for the year ended December 31,2005 from £4.0 million for the year ended December 31, 2004. Our operating profit margin in the Lettings Division increasedfrom 13.5% in the year ended December 31, 2004 to 14.3% in the year ended December 31, 2005.

The increase in operating profit was primarily attributable to increased numbers of properties under management as aresult of the acquisition of the Bradford & Bingley lettings business and the scale advantages (primarily in terms of the

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number of properties managed per employee) presented by the integration of that business, offset in part by higher costsresulting from opening new branches. Operating profit margins increased for the same reasons. As noted elsewhere, generallyrevenues in the lettings business are more stable than revenues in the estate agency business, though fluctuations in the widerresidential property market have an influence on rental property supply, prevailing rents and landlords’ yields.

Financial Services. Operating profits in the Financial Services Division increased by 40.9% to £11.7 million for theyear ended December 31, 2005 from £8.3 million for the year ended December 31, 2004. Our operating profit margin in theFinancial Services Division increased from 13.0% in the year ended December 31, 2004 to 15.7% in the year endedDecember 31, 2005.

The increases in operating profit and operating profit margin were due to overall increases in products sold driven bythe acquisition of the Bradford & Bingley financial services business, recovery in the overall UK residential property marketin the second half of 2005, and the non-recurrence of a 2004 charge to profits of £11.5 million in respect of an increase in therate of provision required to meet expected life insurance commission clawbacks. These factors were partly offset byincreased costs related to the introduction of FSA regulation of the mortgage and insurance business and a reduction inconversion rates as a result of the generally lower conversion rates of the Bradford & Bingley branches.

Surveying and Valuation. Operating profits in the Surveying and Valuation Division decreased by 30.7% to£18.7 million for the year ended December 31, 2005 from £27.0 million for the year ended December 31, 2004. Ouroperating profit margin in the Surveying and Valuation Division decreased from 25.3% in the year ended December 31, 2004to 15.9% in the year ended December 31, 2005.

The decreases in operating profit and operating profit margin were due to overcapacity in the division as a result of theSecuremove acquisition, our anticipation of the Home Information Pack and Home Condition Report requirements and adecrease in remortgage valuation instructions, all of which put pressure on our profitability.

Conveyancing. Operating loss in the Conveyancing Division increased by 86.1% to £7.7 million for the year endedDecember 31, 2005 from £4.1 million for the year ended December 31, 2004.

This increased loss was principally attributable to a significant decrease in capacity (represented by a significantdecline in the number of conveyancing instructions completed in house) as a result of the failed Fusion IT system roll-out.Profits in the newly acquired TitleAbsolute business were not enough to offset the decline in the division as a whole. Inaddition the remortgage conveyancing business suffered losses of £2.1 million in 2005, its first year of operations.

Exceptional Items (net)The net effect of our exceptional items in the year ended December 31, 2005, was a cost of £558,000, which reflected

the write-off of our Fusion IT system, offset in part by gains from the sale of freehold properties. The net effect of ourexceptional items in the year ended December 31, 2004 was a cost of £11.3 million, consisting principally of costs related tothe demerger of Chesnara and the related corporate restructuring.

Finance ExpenseFinance expense increased by 50.0% to £5.6 million for the year ended December 31, 2005 from £3.7 million for the

year ended December 31, 2004. This increase was principally the result of higher average borrowings under our revolvingcredit facility during 2005. Finance expense will greatly increase upon the completion of the Transactions.

Finance IncomeFinance income increased by 1.5% to £2.3 million for the year ended December 31, 2005 from £2.2 million for the year

ended December 31, 2004, largely as a result of increases in interest rates payable on bank deposits.

Share of Profit Post-tax from Joint Ventures and AssociatesOur share of profit post-tax from joint ventures and associates increased by 331.5% to £1.0 million for the year ended

December 31, 2005 from £235,000 for the year ended December 31, 2004, largely as a result of improved trading atRightmove and TMG Holdings.

Profit on Part Disposal of Joint Venture and Associated UndertakingsIn the year ended December 31, 2005, we recognized a profit of £2.6 million on the disposal of a portion of our interest

in TMG Holdings. We did not have any similar transactions in 2004.

Profit Before TaxationAs a result of the generally difficult trading conditions in 2005 and the other factors described above, profit before

taxation decreased by 20.9% to £31.7 million for the year ended December 31, 2005 from £40.0 million for the year endedDecember 31, 2004.

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TaxationTaxation decreased by 68.1% to £4.5 million for the year ended December 31, 2005 from £14.0 million for the year

ended December 31, 2004. This disproportionate decrease (beyond that expected as a result of decreased profitability) wasthe result, in part, of the creation of a (since reversed) deferred tax asset against our overseas trading losses at our Spanishestate agency as a result of a 2005 ruling by the European Court of Justice against Her Majesty’s Revenue & Customsregarding the deductibility of overseas trading losses against home country income. The effect of that ruling was substantiallynarrowed by a decision by the UK House of Lords and the introduction of the Finance Act 2006, which led to our reversal ofthe asset in 2006.

Profit from Continuing OperationsPrimarily as a result of the decline in our effective rate of taxation in 2005 from 34.9% to 14.1%, profit increased 4.5%

to £27.2 million for the year ended December 31, 2005 from £26.0 million for the year ended December 31, 2004.

Liquidity and Capital ResourcesCash Flow

The table below summarizes our cash flow for the years ended December 31, 2004, 2005, and 2006:

Year ended December 31,

2004 2005 2006

(audited)(£’000s)

Cash flowsCash flow from operating activities........................................................................ 49,516 34,152 93,116Cash flow from investing activities........................................................................ (58,095) 10,228 16,035Cash flow from financing activities........................................................................ (34,641) (56,494) (51,768)Net increase/(decrease) in cash and cash equivalents ......................................... (43,220) (12,114) 57,383

Cash flow from operating activitiesCash flow from operating activities increased by £59.0 million, or 172.7%, from a cash inflow of £34.2 million in the

year ended December 31, 2005 to a cash inflow of £93.1 million in the year ended December 31, 2006. This increase was dueto the improved operating results in 2006 compared to 2005.

Cash flow from operating activities decreased by £15.4 million, or 31.0%, from a cash inflow of £49.5 million in theyear ended December 31, 2004 to a cash inflow of £34.2 million in the year ended December 31, 2005. This decrease reflectsthe generally depressed residential property market from mid-2004 to mid-2005.

Cash flow from investing activitiesCash flow from investing activities increased by £5.8 million, or 56.8%, from a cash inflow of £10.2 million in the year

ended December 31, 2005 to a cash inflow of £16.0 million in the year ended December 31, 2006. This increase was due inlarge part to the proceeds we received from our disposal of part of our interest in Rightmove in 2006, offset by the non-recurrence of certain measures undertaken in 2005 to increase cash resources (as described in the succeeding paragraph).

Cash flow from investing activities increased by £68.3 million, from a cash outflow of £58.1 million in the year endedDecember 31, 2004 to a cash inflow of £10.2 million in the year ended December 31, 2005. This increase reflects themeasures we undertook in 2005 to increase our cash resources during the mid-2004 to mid-2005 market downturn,principally comprised of a sale-and-leaseback transaction of part of our freehold estate that generated £11.0 million in cash,combined with the non-recurrence of major acquisition expenditures (2004: £48.5 million, 2005: £1.0 million) primarilyincurred in connection with the Bradford & Bingley acquisition.

Cash flow from financing activitiesCash outflow from financing activities decreased by £4.7 million, or 8.4%, from a cash outflow of £56.5 million in the

year ended December 31, 2005 to a cash outflow of £51.8 million in the year ended December 31, 2006. This decrease wasdue in large part to the relatively large cash outflow in 2005, heavily influenced by our repayment of £70.0 million inborrowings under our then-existing revolving credit facility, offset in part by increases in dividends paid and share buybacksin 2006.

In 2005, we received gross proceeds of £28.9 million from the sale of our common stock to improve our cash resourcesand repaid borrowings under the £70.0 million revolving credit facility (later reduced to a £50 million facility and ultimately

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cancelled) we took out in 2004 in order to partly fund both a return of capital that year and the Bradford & Bingleyacquisition. This repayment was largely made out of operating cash flows, which had recovered by late 2005.

Cash outflow from financing activities increased by £21.9 million, or 63.1%, from a cash outflow of £34.6 million inthe year ended December 31, 2004 to a cash outflow of £56.5 million in the year ended December 31, 2005. This increasereflected the repayment of borrowings discussed above, offset in part by the 2005 share placing discussed above and reduceddividends paid in 2005 compared to 2004.

Capital ExpendituresOur capital expenditures relate primarily to our estate agency branch network and our IT systems. The table below

summarizes our capital expenditure for the periods indicated:

Year ended December 31,

2004 2005 2006

(£’000s)Capital expendituresFreehold land and buildings......................................................................................... 485 203 315Leasehold improvements ............................................................................................. 1,329 1,179 2,341Motor vehicles ............................................................................................................ 28 40 5Furniture and equipment.............................................................................................. 8,791 4,088 5,598Computer software ...................................................................................................... 4,059 1,407 2,245Total........................................................................................................................... 14,692 6,917 10,504

Our capital expenditures decreased in 2005 as we adapted to difficult trading conditions. We expect to substantiallyincrease our capital expenditures in 2007 in order to refurbish certain branches, increase our branch network and makeinvestments in certain of our IT systems.

Liquidity and Capital Resources Following the AcquisitionWe intend to maintain cash and cash equivalents to fund the day-to-day requirements of our business. Our primary

liquidity requirements are debt service, working capital requirements (including rents, fixed salaries, taxes and vehicle leasepayments) and capital expenditures. Historically, we have relied primarily upon cash flow from operations, the proceeds ofofferings of equity securities and bank borrowings to provide the funds required for acquisitions and operations.

Our principal source of liquidity in the future will be our operating cash flows and drawings under the £100 millionsenior secured revolving credit facility to be used for working capital purposes and general corporate purposes with up to£40.0 million available on the issue date of the notes to fund the payment of fees and expenses in connection with theAcquisition. Our ability to generate cash from our operations will depend on our future operating performance, which is inturn dependent, to a large extent, on the performance of the UK residential property market, and other general economic,financial, competitive, market, regulatory and other factors, many of which are beyond our control. For a discussion of thesefactors, please see the section entitled “Risk Factors.” Drawings under the senior secured revolving credit facility are subjectto certain conditions. See “Description of Other Indebtedness—Revolving Credit Facility.”

The issuer is a holding company with no sources of revenue. It is therefore dependent on capital raising abilities,dividend payments from subsidiaries and other distributions to generate funds. There can be no assurance that the dividendsand distributions that the issuer receives from its subsidiaries of the issuer will be adequate to allow the issuer to meet itsobligations under its debt instruments, including the notes. The terms of the senior secured revolving credit facility and theindentures governing the notes contain a number of significant covenants that restrict our ability and the ability of oursubsidiaries to, among other things, pay dividends or make other distributions. See “Risk Factors—Risks Relating to theNotes and Our Capital Structure,” “Description of Other Indebtedness—Revolving Credit Facility,” “Description of theSenior Secured Notes” and “Description of the Senior Notes.” Furthermore, the ability of the issuer’s subsidiaries to paydividends and make distributions and other payment to the issuer may be restricted by, among other things, other agreementsand legal prohibitions on such payments. See “Risk Factors—Risks Relating to the Notes and Our Capital Structure—Repayment of our debt, including the notes, is dependent on cash flow generated by our subsidiaries.”

Seasonal fluctuations in the UK residential property market mean that we generally experience peak cash inflows fromMay to December and minimal cash inflows from January to April of each year, and in some years have experienced net cashoutflows from January to April. We believe that cash flow from operations and drawings under the senior secured revolvingcredit facility will be sufficient to fund our currently anticipated working capital needs, capital expenditures and debt servicerequirements for the next twelve months, including any increase in working capital costs resulting from the introduction ofHome Information Packs, although we cannot assure you that this will be the case.

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If our future cash flows from operations and other capital resources (including borrowings under the senior securedrevolving credit facility) are insufficient to pay our obligations as they mature or to fund our liquidity needs, we may beforced to:

• reduce or delay business activities or capital expenditures;• sell assets;• obtain additional debt or equity capital; or• restructure or refinance all or a portion of our debt, including the notes, on or before maturity.We may not be able to accomplish any of these alternatives on a timely basis or on satisfactory terms, if at all. In

addition, the terms of our existing debt, including the notes and senior secured revolving credit facility, limit, and any futuredebt may limit, our ability to pursue any of these alternatives.

We will be highly leveraged following the Transactions. As of December 31, 2006, after giving pro forma effect to theTransactions, we would have had £667.2 million of indebtedness, excluding subordinated shareholder PIK loans, of which£27.2 million would have been outstanding indebtedness under the senior secured revolving credit facility (which will beused to pay certain expenses in connection with the Transactions, including the fees and expenses in connection with theissuance of the notes) and £640.0 million would have been outstanding in respect of the notes. We would also have had£72.8 million available under the senior secured revolving credit facility. Our high level of debt may have important negativeconsequences for you. See “Risk Factors—Risks Relating to the Notes and Our Capital Structure—Our significant leveragemay make it difficult for us to service our debt, including the notes, and operate our business.” In addition, additionalindebtedness incurred could reduce the amount of our cash flow available to make payments on the notes and increase ourleverage.

Contractual ObligationsThe following table summarizes our contractual obligations and payments, excluding shareholder loans, that we will be

obligated to make under our financial obligations as of December 31, 2006 after giving pro forma effect to the Transactions.Our contractual obligations also include rent payments in respect of our leased properties, primarily in connection with ourestate agency and lettings branch networks, and lease payments in respect of our vehicle fleet.

Expected cash payments due by period

Total Less than 1 year 1–5 years After 5 years

(£’000s)Contractual obligationsProperty(1) ............................................................................ 130,508 2,594 33,234 94,680Vehicles, plant and equipment(2)........................................... 32,143 2,275 29,868 —Pension deficit(3) .................................................................. 8,367 2,789 5,578 —

Obligations under the senior secured revolving creditfacility and the notes offered hereby

Senior secured revolving credit facility(4) .............................. 27,200 27,200 — —Senior secured floating rate notes(5) ...................................... 370,000 — — 370,000Senior secured toggle notes(5) ............................................... 100,000 — — 100,000Senior notes(5) ...................................................................... 170,000 — — 170,000Interest on cash pay debt(6) ................................................... 422,014 58,440 231,608 131,967Total (excluding shareholder loans).................................. 1,260,232 93,298 300,288 866,647

(1) Reflects minimum lease payments on leasehold facilities (including branches).(2) Principally reflects minimum lease payments on vehicles and IT equipment.(3) Reflects post completion costs of the Transactions in relation to the settlement of the pension deficit at December 31, 2006 of £15.9 million. We intend to pay

£7.5 million of the unfunded pension deficit on completion of the Transactions with the remaining amount to be paid in three equal annual installments of £2.6million.

(4) Reflects the estimated amount expected to be drawn on the senior secured revolving credit facility on May 18, 2007 . We intend to repay such borrowings afterthe completion of all necessary financial assistance “whitewash” procedures using the cash and cash equivalents balance of Countrywide at the closing of theAcquisition.

(5) Borrowings are stated at their principal amounts.(6) Reflects pro forma interest expense on the senior secured revolving credit facility and the notes offered hereby. It assumes that the interest payable on the £100.0

million senior secured toggle notes is paid in quarterly installments and we have not elected to defer these payments under the PIK interest election and that thesenior secured revolving credit facility will be repaid in its entirety within by May 18, 2007.

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Off Balance-Sheet TransactionsWe have an investment in an offshore professional indemnity insurance entity to which we have an uncalled capital

commitment of £4.8 million.

Quantitative and Qualitative Disclosures about Market RiskOur activities expose us to a variety of financial risks, including interest rate risk, inflation and credit risk.

Interest Rate RiskIncreases in interest rates typically have a negative impact on the UK residential property market. See “Risk Factors—

Risks Relating to Our Business—A decline in the number of transactions, prices or commission rates in the UK residentialproperty market, whether due to the impact of macroeconomic factors or otherwise, could have a material adverse effect onour business, financial condition and results of operations.”

Our exposure to market risk for changes in interest rates also relates to our floating rate debt obligations. We will haveinterest rate risk on the senior secured notes and the senior secured revolving credit facility to the extent these obligations arenot interest rate hedged. We may hedge all, some or none of the future interest payments related to the senior secured notes.In the future, we may hedge against the exposure to interest rate risk that we may incur from time to time on otherborrowings. Neither our senior secured revolving credit facility nor the indenture governing the senior secured notes willcontain a covenant requiring us to hedge all or any portion of our floating rate debt.

For fixed rate debt, changes in interest rates generally affect the fair value of the debt instrument but not our earnings orcash flows. We do not currently have any obligation to prepay fixed rate debt prior to maturity and accordingly, interest raterisk and changes in fair market value should not have a significant effect on our fixed rate debt until we would be required torefinance such debt.

On a pro forma basis after giving effect to the Transactions, as of December 31, 2006, we would have had outstandingfixed rate debt of £170.0 million, and outstanding floating rate debt of £497.2 million. A 1/4% increase or decrease in theassumed interest rate related to this floating rate debt would impact financial expense by approximately £1.2 million per year.

InflationA portion of our costs are affected by inflation, particularly in wages and salaries, and to a lesser degree, in rents. We

attempt to restrict increases in our costs below the rate of inflation through productivity improvements and capitalexpenditures. However, general inflation affects costs for our competitors and us.

Inflation also has an adverse impact on the UK residential property market to the extent that it leads to higher interestrates.

Credit RiskWe are exposed to credit risk from credit sales. It is our policy, implemented locally, to assess the credit risk of major

new customers before entering contracts. The majority of customers use our services as part of a housing transaction andconsequently we are paid from the proceeds of the house sale.

Critical Accounting PoliciesThe preparation of our financial statements requires management to apply accounting methods and policies that are

based on difficult or subjective judgments, estimates based on past experience and assumptions determined to be reasonableand realistic based on related circumstances. The application of these estimates and assumptions affects the reported amountsof assets and liabilities and the disclosure of contingent assets and liabilities at the balance sheet date and the reportedamounts of revenues and expenses during the reporting period. Actual results may differ from these estimates given theuncertainty surrounding the assumptions and conditions upon which the estimates are based.

We believe the following critical accounting policies encompass the more significant judgments and estimates used inthe preparation of our audited consolidated financial statements.

Accounting for AcquisitionsWe account for all acquisitions and business combinations under the purchase method. Under the purchase method, the

cost of an acquired company is assigned to tangible and intangible assets purchased and the liabilities assumed on the basis oftheir fair values at the date of acquisition. The determination of fair values requires us to make estimates and use valuationtechniques when market values are not readily available. Any excess of purchase price over the fair value of the tangible andintangible assets acquired is allocated to goodwill.

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ImpairmentIn determining impairments of intangible assets, tangible fixed assets and goodwill, we must make significant

judgments and estimates to determine whether the cash flows generated by those assets are less than their carrying value.Determining cash flows requires the use of judgments and estimates that have been included in our strategic plans and longrange forecasts. The data necessary for the execution of the impairment tests are based on management estimates of futurecash flows, which require estimating revenue growth rates and profit margins.

ProvisionsWe recognize provisions when we have a present obligation (legal or constructive) as a result of a past event, it is

probable that an outflow of resources will be required to settle the obligation and a reliable estimate can be made of theamount of the obligation. This is generally the case in respect of our dilapidation obligations or office closure costs in ourbranch network leases, clawback provisions (in respect of life insurance commissions) and our potential liabilities for pensionmis-selling. If the effect of time value of money is material, provisions are determined by discounting the expected futurecash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, therisks specific to that liability. Where discounting is used, the increase in the provision due to the passage of time isrecognized as a finance cost.

Retirement Benefits under our Defined Benefit Pension PlanThe actuarial gain or loss attributable to the movement in the deficit of our defined benefit pension plan that is charged

to the statement of recognized income and expense is subject to a number of assumptions and uncertainties. The calculatedliabilities of the scheme are based on assumptions regarding inflation rates, discount rates and the long term expected returnon the scheme’s assets and member longevity. Such assumptions are based on actuarial advice and are benchmarked againstsimilar pension schemes. Our defined benefit pension plan is effectively closed to new entrants.

Share Based PaymentsThe charge for share-based payments is calculated in accordance with an option valuation model. The option valuation

model used requires highly subjective assumptions to be made including the future volatility of the Countrywide’s impliedshare price, expected dividend yields, risk-free interest rates and expected staff turnover. We draw upon a variety of externalsources to aid in the determination of the appropriate data to use in such calculations.

Recent Accounting PronouncementsThe following is a list of certain recent accounting standards and interpretations which we considered could be

applicable to our business but not yet implemented. Those standards and interpretations marked “*” have not yet beenendorsed by the European Union.

IFRS 7 Financial Instruments: Disclosures; and the related amendmentIFRS 7 sets out disclosure requirements in respect of financial instruments. This standard replaces IAS 30 and the

disclosure requirements in IAS 32 and consolidates in one place all disclosures relating to financial instruments. The newrequirements incorporate many of IAS 32’s disclosures as well as additional qualitative and quantitative disclosures on therisks arising from financial instruments. We will adopt this new standard for our annual reporting period beginning January 1,2007. We currently believe that IFRS 7 will not have a material impact on our financial position, results of operations or cashflows.

IAS 1 Capital disclosuresAn amendment to IAS 1 for capital disclosures requires new disclosures about entities’ management of their capital

resources. We will adopt this new amendment for our annual reporting period beginning January 1, 2007. We currentlybelieve that this amendment will not have a material impact on our financial position, results of operations or cash flows.

IFRS 8* Operating SegmentsIFRS 8, “Operating Segments,” replaces IAS 14 and the new standard uses a “management approach,” under which

segment information is presented on the same basis as that used for internal reporting purposes. We will adopt this newstandard, when endorsed, for our annual reporting period beginning January 1, 2009. We currently believe that IFRS 8 willnot have a material impact on our financial position, results of operations or cash flows.

IFRIC 8 Scope of IFRS 2IFRIC 8, “Scope of IFRS 2,” clarifies that transactions within the scope of IFRS 2, “Share-based Payment,” include

those in which the entity cannot specifically identify some or all of the goods or services received. If the identifiable

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consideration given appears to be less than the fair value of the equity instruments granted or liability incurred, this situationtypically indicates that other consideration has been or will be received and IFRS 2, therefore, applies. We will adopt thisnew guidance for our annual reporting period beginning January 1, 2007. We currently believe that IFRIC 8 will not have amaterial impact on our financial position, results of operations or cash flows.

IFRIC 9 Reassessment of Embedded DerivativesIFRIC 9, “Reassessment of Embedded Derivatives,” clarifies that an entity is required to assess whether an embedded

derivative has to be separated from the host contract and accounted for as a derivative at the time the entity first becomes aparty to the contract. Subsequent reassessment is prohibited, unless there is a change in the contract’s terms, in which case itis required. We intend to adopt this new guidance for our annual reporting period beginning January 1, 2007. We currentlybelieve IFRIC 9 will not have a material impact on our financial position, results of operations or cash flows.

IFRIC 10 * Interim Reporting and ImpairmentsIFRIC 10, “Interim Reporting and Impairments” addresses the apparent conflict between the requirements of IAS 34,

“Interim Financial Reporting,” and those in other standards on the recognition and reversal of impairment losses on goodwilland certain financial assets. It states that any such impairment losses recognized in an interim financial statement may not bereversed in subsequent interim or annual financial statements. We intend to adopt this new guidance, when endorsed, for ourannual reporting period beginning January 1, 2007. We currently believe that IFRIC 10 will not have a material impact onour financial position, results of operations or cash flows.

IFRIC 11* IFRS 2—Group and Treasury Share TransactionsIFRIC 11, “IFRS 2—Group and Treasury Share Transactions” provides guidance on whether share-based transactions

involving treasury shares or involving group entities (for instance, options over a parent’s shares) should be accounted for asequity-settled or cash-settled share-based payment transactions. We intend to adopt this new guidance, when endorsed, forour annual reporting period beginning January 1, 2008. We currently believe that IFRIC 11 will not have a material impacton our financial position, results of operations or cash flows.

IAS 23* Borrowing CostsAn amendment to IAS 23, “An Amendment to Borrowing Costs,” requires an entity to capitalize borrowing costs

directly attributable to the acquisition, construction or production of a qualifying asset (one that takes a substantial period oftime to get ready for use or sale) as part of the cost of that asset. The option of immediately expensing those borrowing costshas been removed. This change in treatment should be applied prospectively to all annual periods beginning on or afterJanuary 1, 2009. We currently believe that IAS 23 will not have a material impact on our financial position, results ofoperations or cash flows.

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INDUSTRYFor an explanation of the sources used for some of the data in this section please see “Market and Industry Data.”

UK Residential Property MarketWe operate in the UK residential property market and derive the majority of our revenue from servicing the needs of

buyers and sellers of existing homes and mortgage lenders. Participants in the UK residential property market provide a rangeof services to individuals and companies engaged in residential property transactions, including: (i) property sales (typicallythrough an estate agency), (ii) lettings (including both agency services and property management), (iii) mortgage andinsurance broking, (iv) surveying and valuation, (v) conveyancing and (vi) relocation. While some of the major integratedmarket participants provide limited relocation and moving services, this area of the market is generally left to specialistoperators.

The economics of the UK residential property market, aside from lettings, are driven primarily by transaction volumesand house prices, which have historically been cyclical in nature. Estate agencies typically realize revenues as a percentagecommission on the price of each home sold while most ancillary businesses, such as mortgage brokering, surveying andvaluation and conveyancing, charge fees or commissions for products purchased and services provided in connection with aresidential property transaction. Because the revenue streams of market participants are linked to individual home sales, theresidential property industry generally benefits from increased transaction volumes, rising home prices and increasedcommission rates. Conversely, the industry is negatively impacted by decreases in transaction volumes, home prices andcommission rates.

By contrast, in a typical lettings transaction, landlords and property managers realize revenues on a monthly basis overthe term of the lease. Generally, revenues in the lettings business are more stable than revenues in the estate agency business,though fluctuations in the wider residential property market have an influence on rental property supply, prevailing rents andlandlords’ yields.

Industry Size and TrendsConsistent long-term data on the number of UK residential property transactions are generally not available. See

“Market and Industry Data” for a discussion of the data and the sources used in these listing particulars. In 2006, the LandRegistry of England and Wales registered approximately 1.25 million residential property transactions worth approximately£253.5 billion. According to the Council of Mortgage Lenders, approximately 1.14 million loans were advanced for housepurchases in 2006 in the United Kingdom. Transaction volumes measured by both the Land Registry and the Council ofMortgage Lenders are, in each case, slightly above the average for the period from 1995 through 2006. Based on data fromthe Land Registry, the Council of Mortgage Lenders and HMRC, we believe that transaction volumes have increased at anaverage rate of approximately 3.5% per year from 1995 through 2006. While rising in absolute terms, transaction volumeshave been highly volatile since 1980. The post-1992 peak in transaction volumes, which occurred in 2002, wasapproximately 75% higher than the low point experienced in 1995 on the basis of loans advanced for house purchasesaccording to the Council of Mortgage Lenders.

In 2006, the average house price in the United Kingdom was £204,813 according to the DCLG, having increased at aCAGR of approximately 8.6% from 1980 through 2006. On the basis of DCLG figures, national average house prices haveexhibited positive growth on a nominal basis every year since 1980 except for 1982 and 1992 when house prices declined byapproximately 2.2% and 1.8%, respectively, from the prior year in each case. If inflation is taken into account, these declineswere somewhat larger and lasted somewhat longer, and in 1995, the slight nominal increase in house prices would have beena decline.

Historical PerspectiveBetween 1980 and 2006, growth in the total value of houses sold in the UK residential property market outpaced

nominal GDP growth. This increase was largely driven by price appreciation. During this period, the market experienced onesignificant reversal from 1988 to 1992. That reversal was driven primarily by a decrease in transaction volumes, whichdeclined by approximately 47% from 1988 to 1992 based on HMRC data. During this period, nominal prices fell byapproximately 1.8% from 1991 to 1992 on the basis of DCLG figures. These declines were the result of a combination ofadverse changes in tax policy (in particular, the abolition of double mortgage interest deductions in 1988), the end of theinitial wave of council housing purchases under the Right-to-Buy program, an economic recession and a series of rapid andsignificant increases in interest rates, which remained above 10% from July 21, 1988 to September 4, 1991.

Beginning in the late 1990s, when buy-to-let mortgages became more widely available, an increased number ofspeculative and buy-to-let investors entered the UK residential property market, increasing overall demand and contributingto sustained house price appreciation and volatility in transaction volumes.

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Recent Industry IndicatorsThe following discussion outlines several recent indicators in the UK residential property market.

Transaction Volumes and PricesThe UK residential property market experienced a downturn based on transaction volumes that lasted from mid-2004 to

mid-2005 as a result of a series of rapid interest rate increases and public warnings by senior Bank of England officials aboutthe potential for house price declines. According to the Council of Mortgage Lenders, that period saw the fewest transactionssince 1996 and an unusually rapid decline in activity levels. Transaction volumes began to recover in late 2005, and in 2006returned to historically average levels of activity as recorded by the Land Registry and the Council of Mortgage Lenders,driven primarily by positive market sentiment and improving economic fundamentals, including GDP growth, lowunemployment and improving consumer confidence. For a discussion of the limitations of historical transaction volumefigures, see “Market and Industry Data.”

According to the DCLG, house prices continued to increase through the mid-2004 to mid-2005 market downturn,although the growth rate of house prices fell from approximately 15.8% in 2004 to approximately 5.8% in 2005. Price growthaccelerated in 2006 to approximately 7.4% according to the DCLG, driven primarily by an imbalance of demand and supplyin the sector, increasing disposable income, continued GDP growth, a low interest rate environment and continued futurecapital gains expectations by purchasers.

Interest RatesHistorically, residential property transaction volumes have been closely correlated to interest rates. Bank of England

base rates decreased from 17.0% at the beginning of 1980 to 5.0% at the end of 2006, although a rate increase in January2007 increased the base rate to 5.25%. Between 1995 and 2006, each period of increasing interest rates led to a short-termdownturn in residential property transaction volumes which, according to Land Registry data, were at their lowest point at ornear the peak interest rate at that time.

Housing StockHousing stock in England, which includes owner occupied and rented dwellings, has historically experienced very low

growth (approximately 0.8% per annum from 1980 through 2005 according to the DCLG), primarily due to significantbarriers to new construction, including high land prices and cumbersome planning regulations. As a result of these supplyconstraints, the UK residential property market is primarily driven by resales of existing housing stock. This relative lack ofsupply has tended to put upward pressure on house prices over the long term.

Affordability and Mortgage RepossessionsHousing affordability is commonly expressed either as a ratio of house prices to income or as the percentage of income

spent on mortgage interest payments. According to the Council of Mortgage Lenders, in 2006, the median price-to-incomeratio, at 3.05 to 1.0 was significantly above the average of 2.28 to 1.0 for the period from 1980 through 2006. In 2006,according to the Council of Mortgage Lenders, the median percentage of income spent on mortgage interest payments, at15.6%, was at its highest level since 1992, though only slightly below the 16.0% average for the period from 1980 through2006. The percentage of income spent on mortgage interest payments is widely considered to be a better metric ofaffordability because it takes into account the cost of financing a home, which is generally the largest cost of homeownership.

The number of mortgage repossessions by lenders is related to affordability and measures the ability of homeowners tomeet debt service obligations. Although the number of mortgage repossessions has risen sharply since 2005, according to theCouncil of Mortgage Lenders, the number of mortgage repossessions as a percentage of total loans remains low compared tothe early 1990s, when mortgage repossessions were at historically high levels, triggered by rapid interest rate increases and ageneral economic downturn.

Mortgage ApprovalsHistorically, mortgage approval data has been an indicator of underlying short-term trends in the volume of residential

property transactions. From 1995 through 2006, according to the Council of Mortgage Lenders, there was an average ofapproximately 1.14 million loans advanced for house purchases per annum, ranging from a low of approximately 799,000 in1995 to a high of approximately 1.40 million in 2002. In 2006, lenders advanced approximately 1.14 million loans for housepurchases according to the Council of Mortgage Lenders. Data from the Council of Mortgage Lenders shows that the numberof loans advanced for house purchases has been flat since November 2006.

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Home Ownership Rates and AspirationsWhile the UK population has not grown significantly since 1980, the percentage of all households in England that are

owner occupied increased from 57% in 1981 to 70% in 2006 according to the DCLG. This has the effect of supportingunderlying demand as homeowners tend not move into rented accommodation, but instead buy another house. Additionally,according to surveys conducted by the British Market Research Bureau, in 2007, 84% of adults in Great Britain expressed adesire to live in owner-occupied housing in ten years’ time, as compared to 78% of adults in Great Britain in 1983.

The following table sets out certain historical information with respect to the UK residential property market from 1980to 2006.

Year Sales(1) Recordings(2) Mortgages(3) Price(4)Interestrate(5)

(’000s) (’000s) (’000s) £1980................................................................................. 1,267 720 23,596 14.00%1981................................................................................. 1,351 730 24,188 14.38%1982................................................................................. 1,542 839 23,644 10.00%1983................................................................................. 1,669 953 26,471 9.06%1984................................................................................. 1,760 1,071 29,106 9.50%1985................................................................................. 1,743 1,073 31,103 11.38%1986................................................................................. 1,801 1,248 36,276 10.88%1987................................................................................. 1,937 1,108 40,391 8.38%1988................................................................................. 2,148 1,250 49,355 12.88%1989................................................................................. 1,580 886 54,846 14.88%1990................................................................................. 1,398 784 59,785 13.88%1991................................................................................. 1,306 723 62,455 10.38%1992................................................................................. 1,136 873 61,336 6.88%1993................................................................................. 1,196 951 62,333 5.38%1994................................................................................. 1,274 959 64,787 6.13%1995................................................................................. 1,135 800 799 65,644 6.38%1996................................................................................. 1,242 967 957 70,626 5.94%1997................................................................................. 1,440 1,095 1,104 76,103 7.25%1998................................................................................. 1,347 1,039 1,088 81,774 6.25%1999................................................................................. 1,469 1,190 1,254 92,521 5.50%2000................................................................................. 1,433 1,142 1,123 101,550 6.00%2001................................................................................. 1,458 1,261 1,314 112,835 4.00%2002................................................................................. 1,588 1,362 1,397 128,265 4.00%2003................................................................................. 1,345 1,277 1,252 155,627 3.75%2004................................................................................. 1,793(6) 1,294 1,245 180,248 4.75%2005................................................................................. 1,531 1,067 1,014 190,760 4.50%2006................................................................................. 1,774 1,246 1,142 204,813 5.00%

Note: See “Market and Industry Data” for a discussion of the data and the sources used in these listing particulars.(1) As noted in “Market and Industry Data,” historical data on transaction volumes in the UK residential property market do not have a universally recognized

authoritative source. Here, “sales” refers to transactions recorded by HMRC on the basis of stamp duty filings. As noted in note 6, below, the transactions subjectto this filing changed in late 2003, resulting in a discontinuity in the data.

(2) “Recordings” refers to property transactions recorded by the Land Registry of England and Wales. The Land Registry began recording such transactions in 1995.(3) “Mortgages” refers to the number of loans advanced for house purchases as determined by the Council of Mortgage Lenders on the basis of surveys of its

membership.(4) Average price of houses sold in the United Kingdom in the year indicated, not adjusted for inflation, according to DCLG relying on HMRC stamp duty returns.(5) Bank of England published base rate as of December 31 of the year indicated. In most years, the base rate changed multiple times during the year. Mortgages

rates are generally tied to the base rate with either a discount or a premium, and fixed rate mortgages for periods exceeding seven years are relatively rare.(6) In late 2003, HMRC changed the type of transactions subject to the particular stamp duty filing which forms the basis of the data collection for transaction

volumes since the late 1970s. As a result, HMRC transaction volumes data collected since 2003 are not comparable to data collected prior to that year, as webelieve that the post-2003 methodology captures approximately 300,000 to 400,000 transactions per year that would not have been recorded under the previousmethodology. As a result, the 2004 numbers reported by HMRC show a 448,000 increase in transaction volumes as compared to 2003, which we do not believe,based on our experience and other measures of transaction volumes, is a fair reflection of the trends in the UK residential property market between 2003 and2004. Other data collections arrive at transaction volumes differently.

Industry SegmentsThe following provides a discussion of the various segments that comprise the UK residential property market.

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Estate AgenciesHome sellers engage estate agents to market and sell their homes for a commission. UK estate agency commission

rates have traditionally varied between 1.5% to 2.0% since 1980, but have experienced a slight downward movement duringthat time, and have demonstrated some evidence of countercyclical movement with overall house prices and transactionvolumes. During periods of reduced transaction volumes, commission levels generally increase as estate agents demandcompensation for adding a listing (and its attendant marketing costs) to an already large inventory, while in more activemarkets, commissions decline as estate agencies compete for listings. Commission levels tend to vary regionally, and certainagents are able to command higher, and in some cases premium, commissions as a result of their perceived selling clout. Thelevel of commission also (i) varies inversely with the size of the transaction and (ii) is dependent upon whether the estateagent is engaged on an exclusive or multiple basis. In London, however, some higher-value transactions attract highercommission levels on the basis that the commission is likely to be split between a seller’s agent and a buyer’s agent (whichare otherwise rare in the UK residential property market).

Estate agencies can generally be grouped into four categories:• high-end national agencies offering expensive properties to an international clientele; for example, Savills, Knight

Frank and Sotheby’s;• mass-market national agents headed by the three largest: Countrywide, Connells and LSL Property Services, all of

which operate under multiple local brands;• mass-market regional agents, such as Arun Estate Agencies (South East); and• smaller independent agents with local or regional presence.Currently, estate agents in the United Kingdom do not have to be registered or certified to operate, leading to a very

fragmented market with many small local agencies. Only a few firms with nationwide operations exist, includingCountrywide, Connells and LSL Property Services. Each of the national estate agency chains trade under multiple brands andoperate, to varying degrees, through a franchising system. No estate agency has yet developed a true nationwide mass-marketbrand, although at the very high end of the market a few strong brands have been established (such as Jackson-Stops & Staff,Harrods and Cluttons). Some stronger regional brands have also emerged (such as Foxtons in London). In Scotland, solicitorestate agents, combining the listing, marketing and conveyancing roles are increasingly common.

There has been some consolidation among the larger estate agents in recent years, driven in part by some financialinstitutions (typically ex-building societies and insurance companies) shedding their estate agency businesses. This trendallowed Countrywide to acquire Friends Provident’s estate agency business in September 2002 and Bradford & BingleyGroup plc’s chain of estate agencies in October 2004. See “Business—History.” Similarly, in 2003, Royal & SunAllianceInsurance Group plc sold its Sequence (UK) Limited estate agency branches to Connells Limited (itself a subsidiary of theSkipton Building Society Group) and in 2005, LSL Property Services acquired Reeds Rains.

As of yet, there has been little evidence that the internet has seriously disrupted or disintermediated the role of estateagencies in the typical UK residential property transaction, except insofar as it has provided a new advertising platform forlistings.

LettingsGenerally, revenues in the lettings business are more stable than revenues in the estate agency business, though

fluctuations in the wider residential property market have an influence on rental property supply, prevailing rents andlandlords’ yields. A recent trend has been the rise of “buy-to-let” investors, who have increased the supply of rentalproperties on the market (both by letting properties that would have once been sold for owner-occupation and by attractingnew construction, typically two-bedroom flats in large cities). At the same time, however, this increased supply has begun toput downward pressure on rents, which combined with rising interest rates, has put pressure on such investors’ yields. Thatpressure may reduce supply in the future as buy-to-let investors exit the market.

The lettings business resembles the estate agency business in the United Kingdom in that lettings agencies typicallymarket properties owned by third parties to prospective renters out of retail shop fronts. In many cases, estate agencies(including many London-based estate agencies) themselves will maintain books of rental properties in addition to their corelist of properties for sale. Lettings agents are typically paid a percentage of the rent payable from tenants, the amount ofwhich is dependent upon the services the lettings agent provides to the landlord. When a lettings agent merely finds thetenant (a “let-only” arrangement), that fee is generally 10% of the total rent payable over the duration of the lease, and is paidat the beginning of the tenancy. When the lettings agent also manages the property (for example, by collecting rent, servingas the primary point of contact for the tenant, arranging repairs and otherwise managing the property), the typical fee is 15%of the total rent payable over the duration of the lease, which the property manager receives as the tenant pays the rent. Thismanagement arrangement can cover a single property or an entire apartment building. In addition, the lettings agent willgenerally receive various fees from the tenant and landlord directly at the start of the lease.

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The competitive landscape for the lettings business is different than that of the estate agency business. It consists ofCountrywide, which by some margin has the largest non-franchised network of lettings offices, several large franchisenetworks, a smaller number of regional and local firms and a very large number of single-branch or single-market businesses.

Mortgage and Insurance BrokingMost UK residential property transactions are financed with some form of mortgage lending. There are three types of

mortgage and insurance brokers and providers in the UK residential property market:• directly regulated independent financial advisers (such as Alexander Hall) and appointed representatives of FSA-

authorized entities (such as the members of the Sesame and Bankhall networks) which arrange mortgages with thewhole market of mortgage lenders or a selected panel in exchange for a flat fee payable by the applicant or acommission from the mortgage lender or both;

• estate agents with an in-house financial advisory business (including Countrywide, Connells and LSL PropertyServices), that typically arrange mortgages from a panel of lenders and

• mortgage lenders, such as ING Direct, that market their products directly to the public.Internet price aggregators and newspaper league tables, which provide details of the full range of lenders’ mortgage

offerings, allow users to contact lenders directly and provide a form of indirect competition to mortgage brokers.From 1995 through 2006, according to the Council of Mortgage Lenders, there was an average of 1.14 million loans

per annum advanced for house purchases, ranging from a low of approximately 799,000 in 1995 to a high of approximately1.40 million in 2002. In 2006, lenders advanced approximately 1.14 million loans for house purchases according to theCouncil of Mortgage Lenders. Most mortgage lenders will require that the purchaser take out some kind of insurance on theproperty securing the mortgage and may also have ties with providers of life insurance and mortgage payment protectionpolicies, and, as a result, most mortgage brokers also sell some form of insurance products.

The economics of the mortgage and insurance brokering business are driven by many of the same factors that drive theUK residential property market as a whole. Brokers are generally paid a procurement fee, as well as a commission (typicallyeither a fixed administration fee or a fee based on the percentage of the loan). In addition to such fees, mortgage lenders alsocompensate estate agencies indirectly via referred surveying and valuation business for a place on the panel of in-housemortgage offerings. We believe that larger brokerages, such as Countrywide, are generally able to extract bettercompensation terms from the lenders on their panels than smaller agencies.

Surveying and ValuationThere are two main types of surveys in the typical residential property transaction. The first is a basic survey

commissioned by lenders as a condition for lending designed to elicit a valuation for the property being mortgaged. Thesecond is a more comprehensive evaluation commissioned by the borrower to assess the quality of the property.

In both cases, typically the cost is borne directly or indirectly by the borrower (some valuations are offered “free” tothe borrower by the lender). Since lenders commission the first type of survey to support their lending decision, they tend toprefer larger and more reputable providers of valuation services that can deliver consistent assessments. As mentioned above,lenders also direct survey work to integrated estate agencies as compensation for a place on their mortgage panels. Becausethese types of surveys and valuations are undertaken in the context of a residential property transaction, revenues in thebusiness are driven by overall transaction volumes in the industry.

Valuations are also typically required in the remortgage market. Remortgage valuations are generally less detailed thanpurchase mortgage valuations. For particularly low-risk transactions (where the loan to value is less than 70%) some lendershave been relying on Automated Valuation Models, which value a property on the basis of recent sales data for similarproperties in similar locations and certain other metrics without a site visit. The increased use of these models could threatenthe low-margin remortgage valuation business of some surveying and valuation firms and, if more widely adopted, couldpose a competitive threat to traditional surveying and valuation businesses. See “Risk Factors—Risks Relating to OurBusiness—The increased use of Automated Valuation Models could adversely impact the revenues and profits of ourSurveying and Valuation Division.”

The surveying and valuation market is relatively consolidated; with Countrywide, e-Surv (part of LSL PropertyServices), Connells, Colleys (part of the HBOS Group) and Allied comprising the bulk of the residential property surveyingand valuation market.

ConveyancingConveyancing is the act of transferring the legal title in a property from one person to another. In England and Wales,

specialized firms have arisen to perform this function, which typically involves preparing and negotiating the property sale

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agreement and performing the relevant searches to ensure that title is validly transferred to the purchaser and that there are noundisclosed encumbrances, nonconforming building works or other impediments to the intended use of the property.

In England and Wales, these services are usually performed by a solicitor or a licensed conveyancer. The UKconveyancing market is price competitive and highly fragmented, with a large number of firms of solicitors and specialistconveyancing companies. Most estate agencies have referral panels of conveyancing providers and some, includingCountrywide, have in-house operations to service their own transactions.

Electronic conveyancing is intended to simplify the house buying process in the United Kingdom by allowingconveyancers to electronically track the status of a conveyance and permitting the electronic completion of documents andpayment of fees in connection with a house purchase. To the extent electronic conveyancing becomes widely used, newentrants, such as supermarkets, could pose a competitive threat to existing providers.

RelocationRelocation is a broad term encompassing activities from corporate relocation services for expatriates to informal

moving services. While most domestic moving services are provided by specialist operators, some of the larger estate andlettings agencies, including Countrywide and Connells, offer their corporate clients specialized employee relocation services.Such services include assisting employees with selling their homes, finding employees temporary or permanentaccommodations in their new location and managing the property of employees who were unable to sell their homes beforerelocating.

Recent DevelopmentsThe Housing Act 2004 imposed a number of new requirements on participants in the UK residential property market.Beginning on June 1, 2007, a Home Information Pack, which is a set of documents providing information about the

property for sale, such as a summary of the proposed terms of the sale, evidence of title and information regarding the energyefficiency of the home, will have to be prepared prior to a property’s being put on the open market for sale with vacantpossession in England and Wales. A similar requirement is planned for Scotland in 2008. The effects of the new requirementon the UK residential property market are uncertain as producing a Home Information Pack will impose new costs on sellersat the beginning of the process of selling a house, which may discourage prospective sellers from listing properties for sale.In addition, the capacity of the UK residential property services industry to provide the Home Information Packs in a timelyfashion is untested. See “Risk Factors—Risks Relating to Our Business—The introduction of Home Information Packs hasbrought substantial uncertainty to the UK residential property market.”

Further, the Housing Act 2004 effectively requires estate agencies to join the Ombudsman for Estate Agencies (or asimilar program), which imposes on estate agencies certain duties of fair dealing to home buyers, who have traditionally beenunrepresented in the UK residential property market. As the specific requirements of this duty are developed, certain businesspractices may change.

Finally, the Housing Act 2004 continued the recent trend of regulation of the lettings business, imposing newrequirements on deposit taking and multiple occupancy houses. This increasing regulation may serve to encourage smallerlandlords to use property management services.

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BUSINESSOur Company

We are the leading estate-agency based residential property service provider in the United Kingdom, measured by bothrevenue and transaction volumes. We operate in five complementary businesses: (i) residential property sales, (ii) residentialproperty lettings and property management, (iii) arranging mortgages, insurance and related financial products forparticipants in residential property transactions, (iv) surveying and valuation services for mortgage lenders and prospectivehomebuyers and (v) residential property conveyancing services. Our business operates in approximately 670 townsthroughout the United Kingdom, including almost every major UK population center. More than 90% of the revenue andmore than 85% of the operating profit of our Estate Agency Division was generated outside of the London market, in eachcase in the year ended December 31, 2006. We are also well integrated along the value chain and in the year endedDecember 31, 2006, we sold 103,252 houses at an average sale price of £193,545, arranged mortgages in respect of 59.4% ofour house sales exchanged in such year and sold life insurance and mortgage payment protection policies in respect of 48.2%of our house sales exchanged in such year and general insurance policies in respect of 54.9% of our house sales exchanged insuch year. During the same period, we also completed 697,305 surveys and valuations for both lenders and prospectivehomebuyers and 66,751 conveyances. In addition, as of December 31, 2006, we had 55,324 rental properties undermanagement. We believe that the strength of our broad product offering allows our company to capture revenue streamsacross every stage of a typical residential property transaction from listing to completion.

Our Estate Agency Division is the United Kingdom’s largest estate agency network, with 1,179 branches (includingfranchisees) throughout the country as of December 31, 2006, and operates under such well-known local brands as BairstowEves, John D Wood & Co., Mann & Co., Dixons, Bridgfords, Taylors, Slater Hogg & Howison and Gascoigne-Pees.

HistoryOur predecessor came into existence in 1986 when the first two estate agency groups in the United Kingdom to be

listed on the London Stock Exchange, Bairstow Eves and Mann & Co., were acquired by Hambros plc and merged to formHambro Countrywide. Other acquisitions and new ventures followed, including, in 1988, the establishment of HambroAssured (a life insurance provider).

In October 1994 we acquired 301 estate agency branches and the Nationwide Surveyors business from the NationwideBuilding Society. The Nationwide Surveyors business was combined with our existing Countrywide Surveyors business tocreate what was at the time, and remains, the largest residential surveying and valuation business in the United Kingdom,measured by number of surveyors. Many of the estate agency branches acquired provided residential letting and managementservices and in 1995, those lettings operations were merged with our existing letting and property management businessunder the Countrywide Residential Lettings brand.

Between 1995 and 1998, we acquired additional estate agency businesses, including Spencers, based in and aroundLeicester, and three major London businesses: Faron Sutaria (estate agency and lettings), John D Wood & Co. (estate agencyand lettings) and PKL (residential lettings) to complement our extensive branch network outside of central London. In 1997,we established Hambro Countrywide Conveyancing which formed the basis of our residential conveyancing business.

In mid-1998, we acquired more than 100 surveyors from Royal & SunAlliance Property Services to further consolidateour leading position in the United Kingdom’s residential surveying and valuation market. In that same year, our predecessorwas demerged from our controlling shareholder, Hambros plc. Thereafter, the name of our business was changed toCountrywide Assured Group plc, with the life insurance subsidiary renamed Countrywide Assured plc.

In February 2000, we launched Rightmove, an internet property portal and established Rightmove as a joint venturewith Halifax Estate Agencies, Royal & SunAlliance Property Services and Connells later that year.

In 2002, we acquired 104 branches from Friends Provident Estate Agents. Also in 2002, we entered into a long termdistribution agreement with Friends Provident for the distribution of mortgage-related insurance protection products,equivalent to those then being offered by our life insurance business. Our life insurance business was thereafter substantiallyclosed to new business and eventually demerged as Chesnara plc in 2004. In 2004, we became Countrywide, and listed ourshares on the London Stock Exchange.

In October 2004, we acquired the estate agency, lettings and estate-agency-based financial services operations of theBradford & Bingley Group and the related Securemove surveying and valuation business, comprising 307 branches and 270surveyors.

In March 2006, Rightmove plc was successfully floated on the London Stock Exchange; we retained a 21.5% stake inthe business.

On March 2, 2007, Castle HoldCo 4, Ltd., a special purpose vehicle beneficially owned by funds advised by ApolloManagement L.P. announced an offer amended on April 11, 2007, recommended by the Countrywide Board of Directors, for

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the entire issued and to be issued share capital of Countrywide of 530 pence in cash and 0.16487 Rightmove shares perCountrywide share. The Acquisition was approved by Countrywide shareholders at an extraordinary general meeting held onApril 13, 2007, but remains subject to the sanction of the High Court of Justice in England and Wales (the “Court”),regulatory approval and other customary closing conditions. The sanction from the Court is expected on or about May 4,2007 and, until then, Countrywide will operate independently. For additional information see “The Acquisition.”

Our StrengthsOur key competitive strengths include:The Largest UK Estate Agency. We are the largest estate agency in the United Kingdom, with a network of 1,179

branches, including our franchisees, as of December 31, 2006. As of January 1, 2007, we had more than twice as manybranches as our next largest competitor. We operate through 35 established estate agency brands, including Bairstow Eves,John D Wood & Co., Mann & Co., Dixons, Bridgfords, Taylors, Slater Hogg & Howison and Gascoigne-Pees. The scale ofour estate agency operations gives our management the ability to negotiate favorable terms with our insurance providers,mortgage lenders and other third parties and to readily ascertain market changes in supply, demand, transaction volumes andprices and react accordingly.

Geographic Diversification. We are the only participant in the UK residential estate agency industry with an extensiveUK-wide footprint, with branches located in approximately 670 towns, including almost every major UK population center.In the year ended December 31, 2006, our Estate Agency Division generated more than 90% of its revenues and more than85% of its operating profit outside of London, which has historically been the most volatile area in the UK residentialproperty market. This geographic diversity allows us to better withstand regional residential property market downturns andto capitalize on growth opportunities in different regions.

Large Customer Base. In the year ended December 31, 2006, our estate agencies had 103,252 house sales exchanged.This level of transaction volumes gives us access to a significant number of potential customers, including buyers, sellers andmortgage lenders, for our financial services, surveying and valuation and conveyancing services.

Synergistic Provision of Residential Property Services. In addition to traditional estate agency and lettings services,we offer ancillary services to buyers, sellers, landlords, mortgage lenders and other third parties. The interplay between theservices that we offer leads to significant synergies as it allows us to capture revenue on all aspects of a typical residentialproperty sale or rental. We believe that our ability to provide service at every stage of a typical UK residential property saleor rental provides a significant competitive advantage over our competitors that do not offer such a comprehensive set ofservices.

High Cash Flow Conversion due to Limited Capital Expenditure. Our business requires limited capital expenditure,comprising principally information technology expenditures and branch expansion and refurbishment expenditures, and wemaintain a rigorous cash flow management strategy. In addition, our capital expenditure is scaleable and allows us toaccelerate or delay our spending based on market conditions. As such, we have historically been able to convert a significantpercentage of our revenue into available cash. In the year ended December 31, 2006, our operating cash flow conversion rate(calculated as Adjusted EBITDA plus changes in working capital (excluding effects of acquisitions and disposals of groupundertakings) minus capital expenditure as a percentage of Adjusted EBITDA) was 96.2%.

Flexible Cost Base. We believe that our cost structure provides the financial flexibility that the cyclical residentialproperty market demands. We estimate that our fixed costs, excluding staff costs, which we believe we have the ability tomanage during a market downturn, accounted for approximately 23% of our total costs in the year ended December 31, 2006.Our variable costs include marketing expenses and estate agents’ commissions, both of which fluctuate with revenue. Inaddition, due to the high turnover of our estate agents, when we forecast that a downturn in the UK residential propertymarket is impending, we are able to reduce the number of our employees (by not replacing departing estate agents) in order tocounter the reduced revenue that results from a market downturn. We believe that our variable cost structure, coupled withour ability to manage our headcount, allows us to better respond to fluctuations in the residential property market.

Highly Experienced Management Team Backed by a Strong Sponsor. We have a highly experienced managementteam. Our senior management team has an average of 30 years of experience in the UK residential property industry andrelated industries, including experience managing through at least three residential property downturns. This experience hasprovided our management team with a deep understanding of the dynamics of the UK housing market and we believe thisexperience also puts us in a position to capitalize on upturns and minimize the effect of downturns in the market. Our teamalso has a track record of successfully managing the integration of large acquisitions, including our recent acquisition of 307estate agency branches from Bradford & Bingley Group plc in 2004 and 104 branches from Friends Provident Estate Agentsin 2002. Apollo is one of the leading private equity investors in the world and recently completed the acquisition of RealogyCorporation, a leading US-based estate agency business. Apollo also has a strong European track record, includinginvestments in Cablecom, CEVA Logistics, Primacom and Unity Media.

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Our StrategyOur business strategy is focused on the following initiatives:Capitalize on our Position as the United Kingdom’s Largest Estate Agency Group to Grow our Estate Agency

Business. We believe that scale is a key success factor in the UK residential property market. We therefore intend to focus onfurther consolidating our leading market position by building on our extensive UK-wide footprint and increasing marketshare through organic growth and opportunistic acquisitions. We intend to open up to 100 new estate agency branches overthe next three years in attractive local markets, both in the 670 towns in the United Kingdom where we currently haveoperations and in new locations. We have historically grown our estate agency business through acquisitions, most recentlythrough our acquisition of 307 estate agency branches from Bradford & Bingley Group plc in 2004. We will continue tomake acquisitions in areas where there is potential for growth or that otherwise serve our overall long-term strategy andgoals. Because there are few remaining estate agency operations as large as Bradford & Bingley, we intend to makeopportunistic acquisitions, where possible and at a reasonable cost, of smaller regional and local estate agency businesses.

Exploit Consolidation and Growth Opportunities in the UK Lettings Market with a Dedicated Lettings Division. Webelieve we have set the stage for further growth in our lettings business by establishing a separate Lettings Division andinstalling a management team focused on developing the potential of the business. In the UK lettings market, which has yetto experience substantial consolidation, we intend to implement a targeted acquisition program to increase the scale of ouroperations. In February 2007, we completed the acquisition of a Nottingham-based lettings business with 1,100 units undermanagement, and are actively exploring other opportunities. We also plan to convert up to 40 of our existing co-locatedestate agency and lettings branches into stand-alone lettings operations and to explore opportunities to open additionallettings branches. We believe that given the highly fragmented nature of the lettings market and the intensity of our focus onthis sector, our Lettings Division will be able to increase its leading market share and achieve the same level of marketpenetration in the lettings market as our Estate Agency Division has in the residential property sales market.

Expand the Products Offered by our Financial Services Division to our Existing Customer Base. We intend to growour Financial Services Division by expanding the range of products we offer to our existing financial services customer baseand purchasers who buy their home through one of our estate agency branches. For example, we intend to expand ourremortgage business by establishing a call center to offer remortgaging advice, in partnership with our panel of mortgagelenders, to our past mortgage clients whose initial preferential mortgage arrangements are expiring. Drawing on ourunderstanding of recent homebuyers’ typical credit needs, we also intend to offer new third-party financial services products,in particular secured and unsecured personal loans and home equity lines of credit to mortgage clients.

Improve Surveyor Productivity by Leveraging our Technology and the Countrywide Associates Program. In ourSurveying and Valuation Division, we plan to complete the ongoing roll-out of our proprietary tablet-based technology,which we believe will enable our surveyors to complete surveys and valuations more quickly and accurately. We believe thatthis technology will also allow all of our surveyors to work remotely, allowing us to close a significant number of our localsurveying and valuation offices over the next two to three years. We also plan to complete the establishment of ourCountrywide Associates Program for independent surveyors, who, in exchange for a percentage of their fee, acceptinstructions from us. We believe this program has the potential to optimize the division’s capacity and decrease itsoperational leverage without incurring the overhead cost of hiring additional surveyors.

Increase the Capacity of our Conveyancing Division to Fully Capitalize on the Leads Generated by our EstateAgencies. We believe our Conveyancing Division is poised for renewed growth. We aim to increase the division’s capacityby leveraging our upgraded information technology systems, improving communications channels between our conveyancersand our customers and outsourcing parts of the conveyancing process to India, which we believe will also decrease our per-unit costs. With increased capacity, we believe we can capture a larger percentage of the potential leads generated by ourEstate Agency Division, which, in the longer term will free up capacity for our conveyancing panel management business toseek out third-party clients. We believe these measures, combined with the closure of our loss-making remortgageconveyancing business, will drive growth in this area.

Exploit the Opportunities Presented by Home Information Packs. While the contemplated introduction of HomeInformation Packs has introduced substantial uncertainty into the UK residential property market, we believe that this newrequirement also presents a significant market opportunity. We believe that as a result of the scale of our operations, ourprovision of integrated residential property services and the strength of our brands, we are well-placed to exploit thisopportunity. For example, we are currently training our surveyors and establishing a panel of third-party providers to performenergy performance reviews of homes in anticipation of becoming a leading provider of Energy Performance Certificates forHome Information Packs.

Improve our Estate Agents’ Performance. We plan to further enhance the performance and efficiency of our estateagents by increasing their access to information technology and communications tools, such as PDAs and email. We alsoplan to improve the use by estate agents across our network of best practices, including, for example, utilizing more focusedresidential property advertising and marketing. Finally, we plan to develop our estate agent training program in order to

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promote effective cross-selling and will consider the use of additional targeted incentive programs to encourage our topperforming employees.

Improve Operational Performance and Capture the Benefits of Synergies. As a result of our significant and growingmarket share and geographical presence we believe we will be able to successfully develop and implement group-wide bestpractices resulting in improved operational performance. For example, we believe that we have further opportunities torealize benefits from increasing the commission levels, financial services conversion rates and operational performance of theBradford & Bingley branches we acquired to the levels achieved in the rest of our group.

Our OperationsThe following table shows each of our operating divisions’ contributions to revenue and operating profit in the year

ended December 31, 2006.

For the year ended December 31, 2006

Division Revenue(1) % of total

Operatingprofit before

exceptional andother non-

recurring items % of total

(audited)

(£’000s and as a percentageof total revenue)

(£’000s and as a percentageof operating profit before

exceptional and other non-recurring items)

Estate Agency ...................................................................... 361,822 55.3% 53,470 56.0%Lettings................................................................................ 43,913 6.7% 7,963 8.3%Financial Services ................................................................ 91,577 14.0% 20,973 22.0%Surveying and Valuation ...................................................... 136,844 20.9% 26,733 28.0%Conveyancing ...................................................................... 22,731 3.5% (250) (0.3)%Eliminations(2)....................................................................... (2,683) (0.4)% — —Unallocated expenses(3) ......................................................... — — (10,931) (11.4)%Non-recurring items(4) ........................................................... — — (2,444) (2.6)%Total.................................................................................... 654,204 100.0% 95,514 100.0%

(1) Excluding other and exceptional income.(2) Eliminations represent intercompany sales primarily from the Estate Agency Division to the Conveyancing Division.(3) Unallocated items relate primarily to certain head office costs.(4) Non-recurring items include other non-material one-off transactions, including impairment and business closure costs, offset by profit on disposal of business.

As demonstrated in the following example, we provide services at every stage of the typical UK residential propertysale, from listing to completion.

In the typical UK residential property transaction involving our business, a prospective seller of residential propertyinstructs one of our estate agency branches to list and market the property for sale in exchange for a fee payable to the branchon the closing of the successful sale. The fee is calculated as a percentage of the sale price of the property and variesaccording to whether the engagement is an exclusive listing (where the particular branch is the only agent engaged to marketthe property) or a multiple agent listing; the asking price of the property; and general market conditions. Typical marketingefforts include displaying information about the property in the branch and in advertisements in local newspapers andmagazines, displaying sign boards at the property and listing the property with Rightmove and on our own websites.

Prospective purchasers generally learn about the property through one of the means described above and contact therelevant branch to arrange a viewing. As part of the initial meeting, the branch will offer the prospective purchaser advice,through our Financial Services Division, about the size of a mortgage he or she can afford. If the prospective purchaser wantsto purchase the property, the branch will organize the delivery of a formal offer from the purchaser to the seller. When theterms of the purchase have been agreed, the branch will give the purchaser the opportunity to meet with an in-branch (in mostcases) representative of our Financial Services Division to arrange a mortgage and any necessary insurance products. Thepurchaser will also be offered surveying services from our Surveying and Valuation Division, which in many cases will alsoprovide the survey and valuation to the mortgage lender. Finally, we will offer both the seller and purchaser conveyancingservices to complete all necessary legal work in connection with the sale.

In addition to the estate agency fee earned by us on the sale of the property and potential conveyancing fees earnedfrom the seller and the purchaser, securing the mortgage for the purchaser generates a fee from our mortgage panel andpotential further fees for the Surveying and Valuation Division from both the mortgage lender and the prospective purchaser.

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The sale of life insurance, mortgage payment protection policies and general insurance products generates a fee directly fromthe providers of those products.

The operation of our retail lettings business is similar to that of our estate agency business. During the marketingprocess, we offer both landlord and tenant specialized insurance products. However, we do not offer conveyancing orsurveying and valuation services to our lettings customers.

Estate Agency DivisionOur Estate Agency Division comprises our 1,059 company-owned estate agency branches and our 120 franchised

branches operating under the Bairstow Eves brand. For the year ended December 31, 2006, the Estate Agency Divisiongenerated revenue of £361.8 million and operating profit of £53.5 million.

The following table sets out certain operating data in respect of the Estate Agency Division.

As of and for the year endedDecember 31, 2006

(unaudited)Branches

Owned ............................................................................................................... 1,059Franchised ......................................................................................................... 120

House sales exchanged ................................................................................................ 103,252Average commission rate ............................................................................................ 1.67%Average house price .................................................................................................... £193,545Average headcount...................................................................................................... 6,454

Our Branch NetworkAs noted above, our estate agency branches are the key entry point to the products and services that we offer to our

customers. Our branches are located in approximately 670 towns, including almost every major UK population center, withthe greatest concentration in England. The following table details the number of branches per region and each region’spercentage of the total:

As of December 31, 2006

Number ofbranches

Percentageof total

(unaudited)RegionSouth East........................................................................................................................ 362 34%Midlands.......................................................................................................................... 134 13%Scotland........................................................................................................................... 40 4%London ............................................................................................................................ 26 2%North ............................................................................................................................... 167 16%East.................................................................................................................................. 105 10%South and South West ...................................................................................................... 204 19%New homes, auctions and others ....................................................................................... 21 2%Total................................................................................................................................ 1,059 100.0%

Branch Network ManagementWe monitor each branch’s contribution to revenue and operating profit and take steps to improve the performance of

under-performing branches. In exceptional circumstances, we will close a branch, typically at the termination of its lease. Wecontinuously examine opportunities to open new branches in attractive local markets, both in areas in which we currentlyhave operations as well as in new locations.

FranchisingAs of December 31, 2006, we had 120 franchised estate agency branches, trading under the Bairstow Eves brand. In

general, our franchise fees consist of an upfront payment and a portion of all commissions paid to the franchisee. Althoughthe returns are not large we believe our franchising model allows us to extend our distributive capacity and brand recognitionwith limited increases to our fixed cost base and manage our branch footprint while decreasing our operational risk.

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We provide a full range of sales and marketing support and training programs to all of our franchisees. We monitor ourfranchisees’ financial and customer service performance on an ongoing basis. Our franchise agreements contain customarynon-compete and quality maintenance provisions that allow us to terminate franchisees that fail to meet our standards.

For the year ended December 31, 2006, our franchises accounted for less than 1% of our revenue and operating profit.

Our BrandsOur estate agencies operate under 35 well-known local brands such as Bairstow Eves, John D Wood & Co. Mann &

Co., Dixons, Bridgfords, Taylors, Slater Hogg & Howison and Gascoigne-Pees. We do not engage in significant brandadvertising or marketing, but rather promote our brands indirectly as a result of our marketing efforts on behalf of propertieswe sell.

Bairstow Eves is our largest brand in terms of number of branches and contribution to operating profit. The map on theinside front cover of these listing particulars shows the principal locations of our estate agency brands.

Most of our brands began trading as regional estate agencies that were later acquired by us. See “—History.” As theestate agency business is highly fragmented in terms of both geography and pricing, we believe maintaining multiple localbrands is important to our ability to increase our market share and the overall number of listings we obtain. For example, inChelmsford, we have four estate agency branches trading under different brands in close proximity. Abbotts, Bairstow Evesand Taylors serve the midmarket in Chelmsford, while John D Wood & Co. specializes in higher-end properties in that area.Accordingly, we have not consolidated our brands (although we have rebranded certain individual branches).

EmployeesWe had an average of approximately 6,454 employees in our estate agency branch network for the year ended

December 31, 2006. We manage the number of staff per branch based on market conditions, relying on natural attritionamong our estate agents for the most part during periods of market declines. Staff turnover in our Estate Agency Division inthe year ended December 31, 2006 was 47.2%. We provide our estate agents with training throughout their careers.

Currently, the compensation package for our estate agents consists of a fixed annual salary and variable components.The variable components are tied to the agent’s ability to successfully execute property transactions.

RegulationIndividual estate agents are not currently subject to licensing or other forms of professional qualification in the United

Kingdom. We are, however, required to comply with the Estate Agents Act 1979, which forbids misleading claims and falsedescriptions of properties and requires us to:

• provide sellers with written details of all offers;• inform sellers about potential conflicts of interest; and• follow certain procedures with respect to moneys we hold on behalf of our clients.Failure to abide by these rules could result in the Office of Fair Trading banning an individual or a firm from working

as an estate agent. In addition, we are members of the Ombudsman for Estate Agents which provides a mediation service inthe event of disputes between our customers and ourselves.

In addition, the UK Property Misdescriptions Act 1991 makes it an offence for an estate agent or property developer tomake false or misleading statements in the course of its business about various property related matters, including location oraddress; aspect, view, outlook or environment; accommodation, measurements and sizes; or physical or structuralcharacteristics. The Property Misdescriptions Act 1991 is enforced by local authorities’ trading standards officers, who havethe authority to seek fines against the offending agent or agency.

Beginning on June 1, 2007, the seller of each residential property will need to provide a Home Information Pack priorto the initiation of the marketing of the property. An estate agency which markets a property without such a HomeInformation Pack in place will be subject to fines or in extreme cases be banned from operating as an estate agency under theEstate Agents Act. Similar requirements are pending in Scotland and are expected to come into force in 2008.

As members of the Ombudsman for Estate Agents, our estate agencies have a duty of fair dealing on behalf ofprospective purchasers in addition to our duty of care to sellers. As a result, prospective purchasers have redress against us,which has increased our risk of becoming embroiled in regulatory or legal proceedings and could result in changes in ouroperating practices. From July 1, 2007, membership in the Ombudsman program will effectively become compulsory.

See the discussion of regulations applicable to our Estate Agency Division in “Risk Factors—Risks Relating to OurBusiness—Changes in legislation or regulation may adversely affect our business, results of operations and financialcondition.”

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CompetitionEstate agents compete for listings and prospective purchasers, primarily on the basis of services offered, reputation,

personal contacts and commission rates in the case of listings, and the amount and quality of properties listed in the case ofprospective purchasers. As noted in “Industry—Industry Segments—Estate Agencies” the estate agency business in theUnited Kingdom is very fragmented and participants vary from national estate agency chains, including ourselves, Connells,LSL Property Services and Halifax Estate Agencies, to local independent estate agents. We have the largest branch networkof any national estate agency chain, as demonstrated in the following table (figures are as of January 1, 2007):

ChainNumber ofBranches

1. Countrywide.................................................................................................................................. 1,176(1)

2. Connells........................................................................................................................................ 4963. LSL Property Services .................................................................................................................. 4204. Halifax Estate Agencies................................................................................................................. 3295. Spicerhaart .................................................................................................................................... 2316. Arun Estates.................................................................................................................................. 1237. Savills ........................................................................................................................................... 738. Kinleigh Folkard & Hayward......................................................................................................... 679. Hamptons International.................................................................................................................. 6510. Humberts..................................................................................................................................... 61

Source: Estate Agency News, January 2007(1) This figure excludes three of our branches dedicated to the sale of new homes.

Other ActivitiesOur Estate Agency Division also provides the following property services, largely for corporate clients and banks:Auctions. Through Countrywide Property Auctions, we hold regular property auctions throughout the year for

properties that sellers need to dispose of quickly.Repossession Solutions. We arrange for the possession, refurbishment and sale of properties that have been repossessed

by banks, building societies and other lenders.Part-exchange Solutions. New home builders occasionally accept property in part exchange for a new home. We

arrange for the sale of these properties on behalf of the builders.Collectively, these activities generated less than 1% of our revenue and operating profit for the year ended

December 31, 2006.

Lettings DivisionThe Lettings Division encompasses our retail lettings operations and our corporate property management business. The

Lettings Division generated £43.9 million in revenue and £8.0 million in operating profit for the year ended December 31,2006.

The following table sets out certain operating data in respect of the Lettings Division.

As ofDecember 31, 2006

(unaudited)Properties under management (retail)....................................................................................... 18,943Properties under management (corporate) ................................................................................ 36,381Retail branches........................................................................................................................ 134

Our ServicesThe Lettings Division has two principal lines of business:Retail Lettings. Our retail lettings business, which accounted for the majority of the Letting’s Division’s revenue for

the year ended December 31, 2006, lists residential properties to let in assured shorthold tenancies (the commonest type ofresidential tenancy arrangement in the United Kingdom) with our retail lettings branches and provides landlords with threetiers of services:

• “let only,” in which we find and vet potential tenants for a property in exchange for up to 10% of the rents payablefor the term of the tenancy (typically 6 months), paid out of the first month’s rent;

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• lettings and rent collection, in which we find the tenant, prepare the relevant documentation and collect rent fromthe tenant on an ongoing basis in exchange for up to 12% of the monthly rent, paid over the course of the tenancy;and

• property management, in which we find the tenant, prepare the relevant documentation, collect rent, serve as theprimary point of contact for the tenant, arrange repairs and otherwise manage the property, in exchange for up to15% of the monthly rent, paid over the course of the tenancy.

We also charge tenants upfront administrative and other fees at the commencement of the lease. Principally in London,with respect to the let-only business we are also able to secure renewal fees from landlords and tenants upon the renewal of alease and a further percentage of the rent payable under the new lease.

Corporate Property Management. Our corporate property management business consists of three principal activities:• leasehold management for residential apartment blocks and other long-leasehold residential properties, consisting

of administrative and maintenance services for both residents’ associations and freeholders;• commercial property management for office parks and other commercial premises, consisting of rent collection,

tenant relationship management and maintenance for commercial property landlords and pension trustees (whichoften own commercial property under Self-Invested Personal Pension plans) and;

• residential property management for investors; and corporate clients with large portfolios of residential property orapartment blocks.

These services are generally provided in exchange for a percentage of the rent or on a fee-per-unit basis.

Our Branch NetworkOur retail lettings business operates outside London largely through Countrywide Residential Lettings, with 81

branches co-located with our estate agencies and 32 dedicated lettings-only branches as of January 1, 2007. These branchesare largely concentrated in the South East and South regions of England. In London, our residential lettings business has 12branches, which are largely co-located. Our corporate property management business has 11 co-located or stand-alone officesthroughout England and Scotland.

Branch Network ManagementIn the past five years, we have considerably increased the size of our lettings branch network, particularly through the

2004 addition of 69 branches acquired in connection with the Bradford & Bingley acquisition. Increasingly, we have foundthat dedicated lettings-only high-street branches achieve superior results compared to branches co-located with estateagencies. We are continuously examining opportunities to open or acquire new lettings branches in attractive locations. InFebruary 2007, we acquired a single-branch lettings business in Nottingham.

We do not currently enter into franchise arrangements with respect to our lettings business.

Our BrandsOutside London, our retail lettings business operates largely under our Countrywide Residential Lettings brand and,

primarily in markets where we already have a Countrywide Residential Lettings presence, under certain of our estate agencybrands. Inside London and its immediate environs, our lettings business operates on a co-located basis under our FaronSutaria, Gasgoine Pees and John D Wood & Co. brands.

Our corporate property management business operates under our Countrywide Property Management brand.

EmployeesWe have had an average of approximately 930 employees in our Lettings Division for the year ended December 31,

2006, consisting of lettings negotiators (the lettings business’ equivalent of estate agents), property managers andadministrative staff.

Like our estate agents, the compensation package for our lettings negotiators consists of a fixed annual salary and avariable component. Our property managers and administrative staff receive a higher proportion of fixed salary than ourlettings negotiators, but are also eligible for various performance bonuses.

RegulationLettings negotiators are not subject to individual licensing or qualification requirements or the Estate Agency Act 1979.

We are, however, members of the Ombudsman for Estate Agents and the Association of Residential Letting Agents,respectively, which are empowered to hear complaints about lettings practices.

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Under the Housing Act 2004, from April 6, 2007, deposits taken from tenants in assured shorthold tenancies must beeither deposited in a deposit protection program or covered by approved insurance arrangements in order to safeguard thedeposit during the tenancy and any dispute proceedings. This requirement and the related procedures may impose additionaladministrative and compliance costs on our Lettings Division’s operations, but may also encourage more landlords to let theirproperties through dedicated lettings agencies or to seek professional management. In addition, we manage a small number ofproperties (primarily student housing) subject to local licensing as “Houses under Multiple Occupation” which are required tomeet certain standards.

In addition we are responsible for ensuring that the properties we manage meet all the relevant health and safetyregulations.

CompetitionLettings agencies compete for listings and prospective tenants on the basis of services offered, reputation, personal

contacts and fees in the case of listings, and the amount and quality of properties listed in the case of tenants. We have thelargest non-franchised branch network of any lettings agent in the United Kingdom. Our primary nationwide competitionconsists of Martin & Co., Belvoir and Castle Estates (all of which are franchised brands) and Your Move and RO Leaders(which are company-owned networks), along with many other regional, local and specialized lettings agents.

Other ActivitiesOur Lettings Division also provides the following products and services:Insurance. We sell own-brand, AXA-underwritten rent protection, household and contents and property owners’

liability insurance to landlords and tenants under the “lets-cover.co.uk” brand through Countrywide Residential LettingsLimited, which is an Appointed Representative of Countrywide Principal Services Ltd.

Relocation. We offer executive relocation services to corporate clients, largely in London and emergency nationwiderelocation services to insurers whose policy holders have suffered the loss of their home.

Collectively, these activities generated less than 1% of our revenue and operating profit for the year endedDecember 31, 2006.

Financial Services DivisionOur Financial Services Division sells third party financial services products through a dedicated sales force primarily to

customers of our Estate Agency Division. The primary financial services products sold by our Financial Services Division aremortgages, general insurance policies, term life insurance and mortgage payment protection policies. The Financial ServicesDivision generated £91.6 million in revenue and £21.0 million in operating profit in the year ended December 31, 2006.

The following table sets out certain operating data in respect of the Financial Services Division.

For the year endedDecember 31, 2006

(unaudited)Total mortgages arranged ........................................................................................................ 61,354

Value............................................................................................................................. £7.1 billionPanel mortgages arranged........................................................................................................ 56,097

Value............................................................................................................................. £6.5 billionLife insurance and mortgage payment protection policies sold ................................................. 49,811General insurance policies sold................................................................................................ 56,711Conversion rates(1)

Mortgages...................................................................................................................... 59.4%Life insurance and mortgage payment protection policies................................................ 48.2%General insurance........................................................................................................... 54.9%

Average number of FSA authorized financial consultants......................................................... 946

(1) The conversion rate for each of our financial products is the number of such products sold in the year ended December 31, 2006 as a percentage of the housesales exchanged by our Estate Agency Division in such year.

Our Mortgage Lender PanelWe offer our customers mortgages from six to eight banks, the composition of which changes over time as we seek out

the most attractive products for our customers. Panel members generally undertake to provide exclusive offerings to ourcustomers and generally commit to instructing our Surveying and Valuation Division in respect of any surveys or valuations

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required under their mortgage guidelines. We receive mortgage origination and panel fees from lenders plus application feesfrom borrowers.

Our Insurance ProvidersWe are party to an exclusive distribution agreement with Friends Provident until August 21, 2017 (unless extended by

mutual agreement) under which we have agreed to sell only Friends Provident life insurance products. A few mortgagelenders will require borrowers to have life insurance or other mortgage payment protection policies to cover the remainingprincipal amount of their mortgage in the event of their death or other inability to service the mortgage. Under the agreement,we were paid £25.0 million as advanced commissions at the initiation of the arrangement. Commissions are subject torepayment in the event that certain sales volume thresholds are not met and clawback in the event that a policyholder allowshis or her policy to lapse in the first four years.

We are also party to an agreement with AXA until December 31, 2010 to sell AXA building insurance, which isrequired by most mortgage lenders, contents insurance and mortgage payment protection products to our customers. Theagreement provides for certain minimum commission levels. In addition, the AXA agreement contains provisions for profitsharing. Our agreement with AXA also contains a change of control provision which allows AXA to terminate suchagreement following a change of control, which includes the Acquisition.

EmployeesFor the year ended December 31, 2006, we had an average of approximately 946 FSA-authorized financial consultants,

largely located side-by-side with Estate Agency personnel in most of our branches outside central London (where higherhouse prices and demographic profile for our Faron Sutaria and John D Wood & Co. customers generally do not lendthemselves to estate-agency-based financial services). We believe that basing financial services consultants in our estateagency branches facilitates cross-selling of products and services to our customers. Staff turnover in the division for the yearended December 31, 2006 was 34.9%.

The compensation package for financial services consultants consists of a fixed annual salary and a relatively smallvariable component based on fees generated.

RegulationOur insurance and mortgage brokerage and advisory activities are regulated by the UK Financial Services Authority

(the “FSA”) in the exercise of its statutory powers under the Financial Services and Markets Act 2000 (“FSMA”). Theprincipal requirements of the regulatory regime applicable to our Financial Services Division are:

• Authorization—since October 31, 2004 and January 14, 2005, respectively, mortgage and general insurancebrokers must be either authorized by the FSA or appointed as an appointed representative of an FSA authorizedentity in order to sell or advise on these products.

• Advertising Restrictions—authorized entities and their appointed representatives must observe the FSA rules onform and content requirements for written promotional materials and restrictions on cold calling.

• Conduct of Business—authorized entities and their appointed representatives must observe FSA conduct ofbusiness rules, which regulate the conduct of intermediaries during the sale process, communications withcustomers, suitability of products to meet particular customers’ needs, and through the “Treating CustomersFairly” initiative imposes requirements that our terms and conditions and other customer communications are fairand not misleading and requires us to keep customers appropriately informed before, during and after the point ofsale and ensure that they do not face unreasonable post-sale barriers to change products or providers.

Countrywide Principal Services Ltd. has FSA authorizations relating to sales of mortgages and general insurancecontracts. Countrywide Estate Agents FS Limited and Countrywide Residential Lettings Limited and a number of ourfranchisees are Appointed Representatives of Countrywide Principal Services Ltd.

Any failure to comply with the provisions of the FSMA or the rules and regulations promulgated thereunder may giverise to civil or criminal liability, and may result in the imposition of disciplinary sanctions by the FSA. The FSA’s powersinclude the power to withdraw the authorization of the relevant firm or of the approval of persons performing controlledfunctions within it and the power to impose financial penalties and issue public censures or statements in respect of breaches.See “Risk Factors—Risks Relating to Our Business—Several of our businesses are highly regulated and are subject tosignificant compliance costs and the risk of regulatory change.”

CompetitionMortgage brokers compete primarily on the basis of service, reputation, products covered and prices of those products.

The mortgage brokerage business is dominated by a combination of in-house brokers operating primarily within estateagencies (including Countrywide) and selling primarily to prospective purchases of properties the estate agency lists and

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independent mortgage brokers (such as John Charcol, Alexander Hall and members of the Bankhall and Sesame networks).In addition, these brokerages compete against price aggregators, which may include advisory businesses (such asMoneysupermarket.com and Money Expert), and mortgage lenders which specialize in direct-to-borrower marketing (such asING Direct).

In the life insurance, mortgage payment protection and general insurance business, although we do not compete in thegeneral marketplace, we do compete for our own customers’ business against the banks, supermarkets, insurance brokers andinsurers who advertise insurance products directly to the public (such as Direct Line or More Than).

Selective repricings of certain of our financial services products in mid-2005 and 2006 resulted in an improvement toour conversion rates in 2006 compared to 2005.

Surveying and Valuation DivisionThe Surveying and Valuation Division performs residential mortgage valuations and surveys for customers of our

Estate Agency Division and third parties, including major mortgage lenders. The Surveying and Valuation Divisiongenerated £136.8 million in revenue and £26.7 million in operating profit for the year ended December 31, 2006.

The following table sets out certain operating data in respect of the Surveying and Valuation Division.

For the year endedDecember 31, 2006

(unaudited)Valuations and survey instructions completed.......................................................................... 697,305Average number of surveyors .................................................................................................. 767

Products and ServicesOur Surveying and Valuation Division provides mortgage valuation reports to mortgage lenders and conducts

homebuyer and building surveys for prospective purchasers seeking detailed information on the condition of a house. In atypical residential property transaction, these services are paid for by the purchaser. We also conduct remortgage surveys andvaluations for lenders. These surveys and valuations are typically less in-depth than initial purchase surveys and valuations.We are investigating the use of Automated Valuation Models, described in “Industry—Industry Segments—Surveying andValuation,” but do not currently use such models. Finally, we undertake surveys and valuations in a number of othersituations such as compulsory purchase orders and tax rating assessments.

In addition to our core surveying business, our Surveying and Valuation Division provides surveyor panel managementservices to other participants in the UK residential property market (including mortgage lenders) who do not have their ownin-house surveying capabilities.

In anticipation of the implementation of the Home Information Pack, we are currently training our existing surveyors inorder to allow them to obtain the necessary certification to provide Energy Performance Certificates. See “Industry—IndustrySegments—Surveying and Valuation.”

Our BrandsWe provide our Surveying and Valuation Services under three brands: Countrywide Surveyors, Harvey, Donaldson and

Gibson and Securemove Property Services. As of December 31, 2006, our Surveying and Valuation Division had 124 officesthroughout the United Kingdom that provide support staff and a physical office location for the surveyors when they returnfrom the field. As a result of the investment in technology and the rationalization program discussed in “—InformationTechnology,” we anticipate the closure of a significant number of our local offices within the next two to three years(although these closures are not expected to reduce headcount in the division).

EmployeesThe Surveying and Valuation Division employed an average of approximately 767 chartered surveyors for the year

ended December 31, 2006. Our surveyors are typically paid a fixed annual salary and are given the opportunity to receive abonus if certain productivity requirements are met.

In addition, we are developing a Countrywide Associates program, which gives independent surveyors access to ourinstruction flow (when our capacity is otherwise constrained) in exchange for a percentage of the surveying fee. Weanticipate that this practice will allow us to avoid the carrying cost of such surveyors during less busy periods.

RegulationThe Royal Institute of Chartered Surveyors operates as a self-regulatory regime and requires certain standards of

technical education and levels of insurance cover. It also handles arbitration and complaints within the industry.

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Members of the Royal Institute of Chartered Surveyors are liable on a negligence basis for valuation and conditionreport errors, complaints about which tend to increase during downturns in the UK residential property market.

CompetitionIn the surveying and valuation business, we compete on the basis of price, service standards and inclusion on financial

service provider panels. Our principal competitors in the surveying and valuation business are the surveying and valuationsbusinesses of other large estate agency chains, including e-Surv (part of LSL Property Services), Connells, Colleys (part ofthe HBOS Group, which also owns Halifax Estate Agencies). We also compete against independent networks of surveyors,such as Allied, and smaller local and regional firms and independent sole-proprietors.

Conveyancing DivisionThe Conveyancing Division provides legal documentation and conveyancing services for customers of our Estate

Agency Division and for third parties and conveyancing panel management services for both clients introduced by our estateagencies and third party clients. The Conveyancing Division generated £22.7 million in revenue and recorded a £250,000operating loss for the year ended December 31, 2006.

The following table sets out certain operating data in respect of the Conveyancing Division.

For the year endedDecember 31, 2006

(unaudited)Completions............................................................................................................................ 66,751

In-house......................................................................................................................... 27,676Panelled ......................................................................................................................... 30,251Remortgages .................................................................................................................. 8,824

Average Headcount ................................................................................................................. 591

ServicesOur Conveyancing Division, operating under the Countrywide Property Lawyers brand, offers conveyancing services

related to residential property sale transactions carried through our Estate Agency Division.Our Conveyancing Division provides all of the documentation necessary to complete a residential property sales

transaction, including purchase and sale agreements, deeds and title documentation, deeds of covenant and easements. Wetypically charge a fixed fee per transaction, based on the value of the property, plus a fee for certain ancillary documentation.

In 2004, we expanded our conveyancing operations to include the provision of remortgage conveyancing services. Dueto pricing pressures, however, we plan to exit the remortgage conveyancing business in 2007 once our existing remortgagetransactions have been serviced. We recorded a provision of £2.1 million in 2006 for costs related to the discontinuance ofour remortgage conveyancing business.

Our Conveyancing Division also provides a conveyancing panel management service, referring conveyancinginstructions to a panel of solicitors and licensed conveyancers, both for customers of our Estate Agency Division and forother estate agencies and lenders on a “white label” basis.

Service ProvidersThe operations of our Conveyancing Division are supported by TMG Holdings, in which we currently hold a 33.3%

stake. TMG Holdings carries out regulatory search services with different governmental authorities (with respect to streetregulations, land use restrictions and the like) for lawyers in connection with a residential property transaction.

EmployeesFor the year ended December 31, 2006, our Conveyancing Division had an average of approximately 591 employees,

including an average of approximately 21 licensed conveyancers and an average of approximately 23 solicitors.

RegulationUntil 1987, conveyancing services were exclusively provided by solicitors, governed by the Law Society of England

and Wales. Since that time, non-solicitors have been able to qualify as licensed conveyancers, subject to the regulation of theCouncil for Licensed Conveyancers which sets qualifications and administers the relevant examinations. Only solicitors orlicensed conveyancers can offer conveyancing services to the public, although unlicensed individuals may perform many ofthe relevant services on their own behalf.

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The Council for Licensed Conveyancers has jurisdiction over complaints and sets out certain standards of practice,such as the requirement that all licensed conveyancers purchase professional indemnity insurance and provide writtenestimates at the outset of a transaction. Violations can result in disqualification and termination of a license.

The Solicitors Regulation Authority has recently taken over the regulation of solicitors in the United Kingdom and setsthe rules for qualification of practicing solicitors. In the event of misconduct, the Solicitors Regulation Authority can refercases to the Solicitors Disciplinary Tribunal, which may, in addition to fines and reprimands, strike a solicitor from the Rollof Solicitors and revoke his or her practicing certificate, effectively disqualifying that solicitor from practice.

Both solicitors and licensed conveyancers are also subject to the jurisdiction of the Legal Services Ombudsman, whichcan hear complaints after a determination by the relevant professional body.

CompetitionConveyancing service providers compete on the basis of reputation, price and speed of completion. Conveyancing

services in the UK residential property market are offered primarily by specialist law firms, high street solicitors, and theconveyancing businesses and conveyancing panels of other estate agencies, banks and other alternative providers. Most estateagencies have referral panels of conveyancing providers and some, including Countrywide, have in-house operations toservice at least some of their own transactions. We compete against these providers both for third party instructions (via ourpanel management service) and for instructions from our own estate agency clients.

Information TechnologyWe have a large number of information technology systems in place at our various divisions with little integration

among the systems. Most of our technology systems are standard software solutions provided by third parties, with theexception of our point of sale system in the Financial Services Division, enterprise software for our Surveying and ValuationDivision and our database for our Lettings Division. Most of the systems have been in place for a number of years, with theexception of the Conveyancing Division’s file management system which suffered from a failed roll-out of a systemspecifically designed for that division and now relies on an upgraded version of the prior third-party software.

In our Surveying and Valuation Division, we are currently investing in the roll-out of hand-writing recognition anddigital photography devices to all of our surveyors which we believe will produce administrative cost savings. Furthermore,we have initiated the integration of our back office administration processes for the Surveying and Valuation Division inorder to realize efficiencies of scale through the use of proprietary digital interfaces and tablet computer technology.

Intellectual PropertyWe have a portfolio of approximately 80 registered trade marks in respect of the trading names used by our estate

agencies and other businesses. We routinely monitor the marketplace and have a policy of vigorously enforcing our claimsagainst infringers. As of December 31, 2006, we had not identified any material infringement of our registered trademarks.

PropertyThe vast majority of our estate agency branches occupy leasehold premises, which have recently tended to be on 10-

year terms. We manage our leasehold estate on a geographic and historical basis, reflecting the estates inherited from ourpredecessor companies. For the year ended December 31, 2006, the total annual net rent for all leasehold premises wasapproximately £27.8 million.

We own the freehold of our head office in Witham, Essex.

Vehicle LeasingAs of December 31, 2006, we leased approximately 5,150 vehicles, primarily cars for our estate agents, lettings

negotiators, financial consultants, surveyors and head office staff at an annual cost, for the year ended December 31, 2006, of£19.5 million. Leases are generally no longer than three years and our total leasing commitment as of December 31, 2006was £32.1 million.

EmployeesThe following table details our average monthly number of employees during the years ended December 31, 2004,

2005 and 2006.

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For the year ended December 31,

2004 2005 2006

Estate Agency ................................................................................................. 5,205 6,163 6,454Lettings........................................................................................................... 867 867 930Financial Services ........................................................................................... 1,377 1,374 1,454Surveying and Valuation ................................................................................. 1,428 1,678 1,468Conveyancing ................................................................................................. 544 591 591Head Office..................................................................................................... 71 64 74Total............................................................................................................... 9,492 10,737 10,971

We consider our relations with our employees to be satisfactory.

Environmental MattersWe believe that we do not have any material environmental compliance costs or environmental liabilities.

Litigation and Legal Expenses Concerning CountrywideWe are currently party to various claims and legal actions that arise in the ordinary course of business. We believe such

claims and legal actions, individually and in the aggregate, will not have a material adverse effect on our financial position orresults of operations.

The following is a brief description of the more significant legal matters that we are involved in the twelve monthspreceding the date of these listing particulars. We believe that we have adequately provided for such matters wherenecessary.

Pension Mis-Selling DisputesWe are involved in two disputes with certain of our former life insurance and financial advisory subsidiaries regarding

the extent of indemnities we (or a predecessor firm) provided at the time of their disposal in respect of pension mis-sellingclaims. We have recently lost one case on appeal and, as a result, we must indemnify our former subsidiary for pension mis-selling claims successfully brought by customers of such subsidiary. We are currently in negotiations to settle the secondpension mis-selling dispute to which we are a party. As of December 31, 2006, we had recorded a provision of £5.3 millionin respect of such claims. See “Risk Factors—Risks Relating to Our Business—We are exposed to mis-selling claims arisingfrom the past activities of certain of our subsidiaries.”

Tax DisputeWe are involved in a dispute with HMRC regarding the tax treatment of certain consideration paid to us in respect of

our distribution of insurance products. While we believe that the recept of such consideration has been treated correctly fortax purposes, in the event HMRC succeeds in its challenge, further tax would be payable by us. See “Risk Factors—RisksRelating to Our Business—We are involved in a dispute with HM Revenue and Customs regarding the tax treatment ofcertain consideration paid in respect of our distribution of insurance products.”

IT Systems DisputeWe have recently settled our dispute with Logica in respect of the failure of the Fusion IT system installed in 2004 and

written off in 2005.Litigation and Legal Expenses Concerning the Issuer

The issuer is not, and has not been, involved in any governmental, legal or arbitration proceedings that may have orhad in the 12 months before the date of these listing particulars, a significant effect on our financial position or profitability.The issuer is not aware that any such proceedings are pending or threatened.

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MANAGEMENT

Management of Castle HoldCo 4, Ltd.The issuer is an exempted company incorporated in the Cayman Islands with limited liability.

Board of DirectorsThe following table provides information regarding our executive officers and the members of our board of directors

who can be reached at 25 St. George Street, 5th floor London W1S 1FS, United Kingdom.

Name Age Title

Lukas Kolff...................................... 33 DirectorTobias Habbig.................................. 28 Director

Director BiographiesLukas Kolff has been a member of the board of the issuer since 2007. Mr. Kolff is a principal of Apollo Management

International LLP and sits on the board of CEVA Group plc. From 1999 until 2006, Mr. Kolff worked as a Vice President forRipplewood Holdings. Mr. Kolff holds a master’s degree in business economics from Rijks Universteit Groningen,University of Groningen, the Netherlands, where he graduated with highest honors.

Tobias Habbig has been a member of the board of the issuer since 2007. Mr. Habbig is a senior associate of ApolloManagement International LLP. Mr. Habbig previously worked in the Leveraged Finance Group of Lehman Brothers inLondon. Prior to that, he worked in the Mergers and Acquisitions Group of Lehman Brothers. Mr. Habbig holds a master’sdegree with distinction in business administration from Handelshochschule Leipzig and University of Cologne, Germany.There are no potential conflicts of interests between any duties of the directors or senior management to the Issuer namedabove and their private interests or their other duties.

Management of the Guarantors

CountrywideExecutive Officers, Board of Directors and Executive Management

The following table provides information regarding certain of the executive officers and members of the board ofdirectors and executive committee of Countrywide who can be reached at Countrywide House, Perry Way, Witham, EssexCM8 3SX.

Name Business Address

Harry D Hill .................................... Countrywide House, Perry Way, Witham, Essex CM8 3SX.Grenville Turner .............................. 22-23 Widegate Street, London E1 7HPMichael C Nower............................. Countrywide House, Perry Way, Witham, Essex CM8 3SX.Marc Becker .................................... Apollo Management International LLP, 9 West 57th St.-43rd Floor

New York, New York 10019dTobias Habbig ................................. 25 St. George Street, 5th floor London W1S 1FS, United KingdomLukas Kolff ..................................... 25 St. George Street, 5th floor London W1S 1FS, United KingdomGernot Lohr ..................................... Countrywide House, Perry Way, Witham, Essex CM8 3SX.

Management CompensationExecutive Director Service ContractsCountrywide has three Executive Directors, Harry D Hill, Michael C Nower and Grenville Turner, whose employment

is subject to service agreements (the “Service Agreements”). Details of the terms of engagement for our Executive Directorsare set out below:

Name PositionAnnualSalary

Date of ServiceAgreement

Harry D Hill...................................... Chairman £310,000 October 31, 1997Michael C Nower .............................. Group Finance Director £200,000 October 31, 1997Grenville Turner(1) ............................. Group Managing Director £360,000 July 25, 2006

(1) Mr. Turner joined Countrywide on August 1, 2006. Accordingly, Countrywide paid Mr. Turner £120,000 for the year ended December 31, 2006, whichrepresents his pro rated salary for such year.

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The salary of each Executive Director is reviewed annually by the board. The Executive Directors are entitled toreimbursement of expenses incurred during the course of their duties and are entitled to receive full remuneration andbenefits if incapacitated by sickness for up to 26 weeks in any period of 12 months. Countrywide is entitled to pay theExecutive Directors remuneration and benefits in lieu of the whole of any part of the notice period.

NoticeThe Service Agreements of Mssrs. Turner and Nower are terminable by either Countrywide or the applicable Executive

Director giving not less than 12 months’ written notice. The Service Agreement of Mr. Hill is terminable by eitherCountrywide or Mr. Hill giving not less than 6 months’ written notice. The employment of each Executive Director isterminable with immediate effect if such Executive Director fails or neglects to perform his duties over a period of not lessthan six months, is guilty of any material or persistent breach of the applicable Service Agreement, is guilty of grossmisconduct, is disqualified from holding office, is convicted of a criminal offense (excluding certain road traffic offences), issubject to a bankruptcy/administration order, becomes mentally ill or forms a prohibited addiction or becomes unable toperform his duties by reason of accident, ill-health or otherwise for a period aggregating not less than 26 consecutive weeksin any period of 12 months.

If any of the Executives Directors’ employment is terminated as a result of liquidation, reorganization or reconstructionof Countrywide and he is offered employment by a reconstructed company or by another Countrywide company on terms notless favorable, such Executive Director shall be obliged to accept such an offer and shall have no claim against Countrywide.

However, if, as a result of a general offer made to members of Countrywide, a third party obtains control ofCountrywide, each Executive Directors is entitled to terminate his employment on three months’ written notice, provided thatsuch notice is served within one month of the third party obtaining control. In such a case, the restrictive covenants describedbelow will not apply. In addition, the period of notice required to be given by Countrywide to the Executive Directors toterminate their employment will, for a period of 12 months from the date of the third party obtaining control, be 12 months(and in Mr. Hill’s case, extended to 12 months) and the restrictive covenants will again not apply following any suchtermination.

BonusEach of the Executive Directors is entitled to participate in the bonus arrangements operated by Countrywide from time

to time. Such bonus arrangements shall be determined at the discretion of the board. The bonuses are awarded subject to theachievement of certain targets notified to the Executive Directors at the commencement of each financial year.

BenefitsEach Executive Director is entitled to 30 days’ holiday per annum (in addition to statutory holidays). Each Executive

Director may elect to receive a car allowance for business and personal travel. Alternatively, each may have a company carfor business and personal use for which Countrywide bears all related maintenance, insurance, tax and fuel expenses.

Mr. Hill is entitled to membership in Countrywide’s Pension Scheme Defined Contribution Section, to which hetransferred from the Defined Benefit Section in December 2003. Mr. Nower has a personal pension plan to whichCountrywide contributes at the same level as if he had joined the Defined Benefit Section and subsequently transferred to thePension Scheme Defined Contribution Section. Mr. Turner is not entitled to pension benefits.

Each Executive Director is entitled to the benefits of a life assurance policy which provides a benefit of four times theapplicable Executive Director’s pensionable salary plus a spouse’s pension of one quarter of the applicable ExecutiveDirector’s pensionable salary. Each Executive Director is entitled to private medical insurance (for himself and his family),and permanent health insurance.

Each Executive Director is entitled to be indemnified by Countrywide against liabilities incurred in the course of hisemployment in defending proceedings in which he is acquitted or judgment is given in his favour. Each Executive Director isentitled to cover under the Group Directors’ and Officers’ Liability Insurance Policy. The board may at any time substituteany of the remuneration and benefits of any of the Executive Directors (with the exception of salary), provided that the totaloverall compensation does not disadvantage the applicable Executive Director. In addition, upon a material change in thecircumstances of Countrywide, the board may withdraw or restrict the remuneration and benefits provided to the ExecutiveDirectors, except for salary and bonus, on giving not less than 12 months’ notice.

RestrictionsThe Executive Directors are prohibited, without prior consent from the board, from being directly or indirectly

engaged, concerned or interested in business activities which may compete with Countrywide. Each Executive Director issubject to a confidentiality undertaking without limitation in time and is subject to copyright and intellectual propertyrestrictions in respect of work undertaken in the course of his employment without limitation in time. In addition, each

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Executive Director is subject to non-compete and non-solicitation restrictive covenants for a period of six months followingtermination of his employment and is restricted from soliciting, enticing away or employing any employee of Countrywideengaged in a managerial capacity in a department for which the Executive Director has had direct or indirect responsibility.Each Executive Director is also prohibited from assisting, advising or giving any information to any person in connectionwith the above restrictions.

Management Incentive PlanAs of the date of these listing particulars, none of our Executive Directors who is expected to be employed by the issuer

after the Acquisition has entered into any agreement, arrangement or understanding with Apollo Management, L.P. or any ofits affiliates regarding employment with, or the right to purchase or participate in the equity of, Castle HoldCo 1 or the issuer.If the issuer does not reach an agreement, arrangement or understanding with one or more Executive Director, such ExecutiveDirector will be entitled to certain severance and other benefits set forth in his existing employment agreement. See “RiskFactors—Risks Relating to Our Business—Our business and the ability to execute on our strategy is dependent on retainingkey personnel, attracting qualified employees and reducing our staff turnover.”

Countrywide’s existing equity incentive plans and employee stock purchase plan will be terminated as of the closingdate of the Acquisition. The issuer currently plans to adopt an omnibus equity incentive plan to be effective following theclosing of the Acquisition for certain key members of its management, which will provide for the granting of stock options,restricted stock, restricted stock units and other stock-based awards relating to the common stock of Castle HoldCo 1.

Balanus LimitedExecutive Officers, Board of Directors and Executive Management

The following table provides information regarding certain of the executive officers and members of the board ofdirectors and executive committee of Balanus Limited.

Name Business Address

Michael C Nower ............................. Lavells House, 31 HoclcliffeStreet; Leighton Buzzard Beds, LU71EZ

Gerald R Fitzjohn............................. Countrywide House, Perry Way, Witham, Essex CM8 3SX.Christopher P Shaw.......................... Countrywide House, Perry Way, Witham, Essex CM8 3SX.Harry Hill......................................... Countrywide Surveyors, Market House, Market Square, Stony

Stratford, Milton Keynes, MK11 1BE

Countrywide Estate AgentsExecutive Officers, Board of Directors and Executive Management

The following table provides information regarding certain of the executive officers and members of the board ofdirectors and executive committee of Countrywide Estate Agents.

Name Business Address

Michael C Nower............................. Countrywide House, Perry Way, Witham, Essex CM8 3SX.Harry D Hill..................................... Countrywide House, Perry Way, Witham, Essex CM8 3SX.Michael L Ansell ............................. 22-23 Widegate Street, London E1 7HPJennifer Reynolds............................. Lavells House, 31 HoclcliffeStreet; Leighton Buzzard Beds, LU7

1EZRobert A Scarff................................ Lavells House, 31 HoclcliffeStreet; Leighton Buzzard Beds, LU7

1EZGrenville Turner .............................. 22-23 Widegate Street, London E1 7HPGerald R Fitzjohn............................. Lavells House, 31 HoclcliffeStreet; Leighton Buzzard Beds, LU7

1EZCountrywide Franchising LimitedExecutive Officers, Board of Directors and Executive Management

The following table provides information regarding certain of the executive officers and members of the board ofdirectors and executive committee of Countrywide Franchising Limited.

Name Business Address

Michael C Nower............................. Lavells House, 31 HoclcliffeStreet; Leighton Buzzard Beds, LU7

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Name Business Address

1EZHugh Andrew Philip Dobson............ Countrywide Franchising Ltd., Century House, Rosemont Avenue

West Byfleet, Surrey KT14 6LBAndrew Grant .................................. Countrywide Franchising Ltd., Century House, Rosemont Avenue

West Byfleet, Surrey KT14 6LBJohn Patrick Delaney........................ Lavells House, 31 HoclcliffeStreet; Leighton Buzzard Beds, LU7

1EZGerald R Fitzjohn............................. Lavells House, 31 HoclcliffeStreet; Leighton Buzzard Beds, LU7

1EZRobert Alan Scarff ........................... Lavells House, 31 HoclcliffeStreet; Leighton Buzzard Beds, LU7

1EZCountrywide Estate Agents FS LimitedExecutive Officers, Board of Directors and Executive Management

The following table provides information regarding certain of the executive officers and members of the board ofdirectors and executive committee of Countrywide Estate Agents FS Limited.

Name Business Address

Glenn F Mcgregor............................ Lavells House, 31 HoclcliffeStreet; Leighton Buzzard Beds, LU71EZ

Michael B Saunders ......................... Leeward House, , Fitzroy Road , Exeter EX1 3LJMichael L Ansell ............................. 22-23 Widegate Street, London E1 7HPDavid B Fletcher.............................. Countrywide House, Perry Way, Witham, Essex CM8 3SX.Andrew M Pennells.......................... C/o Beresford Adams, 66/70 London Road, Stockton Heath,

Warrington, Cheshire WA4 6HRAlbert T Harris ................................ Leeward House, , Fitzroy Road , Exeter EX1 3LJVincent E Corley ............................. c/o Frank Innes, 88 Wheeler Gate, Nottingham, NG1 2NAJohn Williams.................................. c/o Dixons EEA, 46 Sheep Street, Stratford-upon-Avont,

Warwickshires CV37 6EEJohn A Snowball.............................. Lavells House, 31 HoclcliffeStreet; Leighton Buzzard Beds, LU7

1EZSteven P Annells.............................. Waterloo Buildings, Vernon Walk, Southhampton, Hamps SO15

2EJRobert A Scarf................................. Lavells House, 31 HoclcliffeStreet; Leighton Buzzard Beds, LU7

1EZGerald R Fitzjohn ............................ Lavells House, 31 HoclcliffeStreet; Leighton Buzzard Beds, LU7

1EZSlater Hogg MortgagesExecutive Officers, Board of Directors and Executive Management

The following table provides information regarding certain of the executive officers and members of the board ofdirectors and executive committee of Slater Hogg Mortgages.

Name Business Address

Glenn F Mcgregor............................ Lavells House, 31 HoclcliffeStreet; Leighton Buzzard Beds, LU71EZ

John A Perkin .................................. 214 Eastwoodmains Road, Clarkston, Glasgow G76 7HAMark S Green .................................. Lavells House, 31 HoclcliffeStreet; Leighton Buzzard Beds, LU7

1EZMichael Luck................................... 214 Eastwoodmains Road, Clarkston, Glasgow G76 7HARobert A Scarf................................. Lavells House, 31 HoclcliffeStreet; Leighton Buzzard Beds, LU7

1EZCountrywide Surveyors LimitedExecutive Officers, Board of Directors and Executive Management

The following table provides information regarding certain of the executive officers and members of the board ofdirectors and executive committee of Countrywide Surveyors Limited.

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Name Business Address

Stephen G Collins ............................ Market House , Market Square, Stony Stratfor, Milton KeynesMK11 1BE

Christopher P Shaw ......................... Market House , Market Square, Stony Stratfor, Milton KeynesMK11 1BE

Richard M White ............................. Market House , Market Square, Stony Stratfor, Milton KeynesMK11 1BE

William Ashworth ........................... Market House , Market Square, Stony Stratfor, Milton KeynesMK11 1BE

John H Bagshaw.............................. Market House , Market Square, Stony Stratfor, Milton KeynesMK11 1BE

Martyn L Stones .............................. Market House , Market Square, Stony Stratfor, Milton KeynesMK11 1BE

Countrywide Property Lawyers LimitedExecutive Officers, Board of Directors and Executive Management

The following table provides information regarding certain of the executive officers and members of the board ofdirectors and executive committee of Countrywide Property Lawyers Limited.

Name Business Address

Stephen Jallands .............................. Lee House, 90 Great Bridgewater Street, Manchester, Lancs PM15RR

Alison Jane Roberts ......................... Lee House, 90 Great Bridgewater Street, Manchester, Lancs PM15RR

Countrywide Estate Agents (South) LimitedExecutive Officers, Board of Directors and Executive Management

The following table provides information regarding certain of the executive officers and members of the board ofdirectors and executive committee of Countrywide Estate Agents (South) Limited.

Name Business Address

Jennifer Reynolds ............................ Lavells House, 31 HoclcliffeStreet; Leighton Buzzard Beds, LU71EZ

Harry Hill........................................ Countrywide House, Perry Way, Witham, Essex CM8 3SX.Gareth R Williams........................... Countrywide House, Perry Way, Witham, Essex CM8 3SX.Gerald R Fitzjohn ............................ Lavells House, 31 HoclcliffeStreet; Leighton Buzzard Beds, LU7

1EZSecuremove Property Services 2005 LimitedExecutive Officers, Board of Directors and Executive Management

The following table provides information regarding certain of the executive officers and members of the board ofdirectors and executive committee of Securemove Property Services 2005 Limited.

Name Business Address

Stephen G Collins............................ Market House , Market Square, Stony Stratfor, Milton KeynesMK11 1BE

Michael C Nower ............................ Lavells House, 31 HoclcliffeStreet; Leighton Buzzard Beds, LU71EZ

Gareth R Williams........................... Countrywide House, Perry Way, Witham, Essex CM8 3SX.Christopher P Shaw ......................... Market House , Market Square, Stony Stratfor, Milton Keynes

MK11 1BE

There are no potential conflicts of interests between any duties of the directors or senior management to the Guarantorsnamed above and their private interests or their other duties.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Agreement with Apollo and its AffiliatesPursuant to a management fee agreement to be entered into on or around the closing date of the Acquisition among

Castle HoldCo 1, Castle HoldCo 2, Holdings, the issuer and Apollo, Apollo will agree to provide management consultingservices to Countrywide related to its business, administration and policies. The management fee agreement expires onDecember 31, 2014, subject to automatic extensions. In consideration of the provision by Apollo of such managementconsulting services, Countrywide will agree to pay Apollo an annual fee of £1.5 million.

In addition, in consideration of the provision by Apollo of the transaction and other services to Countrywide, CastleHoldCo 1, Castle HoldCo 2, Holdings and the issuer, we will pay a fee to Apollo equal to 1.0% of the total fundingcommitted by Apollo in respect of the Acquisition. The maximum fee payable to Apollo in respect of this arrangement is£3.05 million, which is 1.0% of Apollo’s maximum funding commitment of £305.2 million. To the extent that Apollo’sfunding commitment is less than £305.2 million as a result of Countrywide shareholders electing to take unlisted securities inlieu of cash under the Scheme, the fee payable to Apollo shall be reduced accordingly. Castle HoldCo 1, Castle HoldCo 2,Holdings and the issuer will also agree to reimburse Apollo for its out of pocket expenses in connection with the Acquisition.

Countrywide will additionally agree to indemnify Apollo and its affiliates and each of their directors, officers andrepresentatives for losses relating to the services contemplated by the management agreement and for the engagement ofaffiliates of Apollo pursuant to, and the performance by them of the services contemplated by, such agreement.

Rightmove Listings AgreementWe are party to an agreement with Rightmove plc, a company in which we will hold a 21.5% interest at the time of the

Acquisition, for the online listing of our residential property inventory through Rightmove’s online property listing database.By the terms of this agreement, we have agreed to provide our property listings to Rightmove and Rightmove has agreed toinclude such listings in its property listing database and to make such listings available to users of its property search enginethrough its website. In return for this service, we have agreed to pay Rightmove monthly fees based on the number of ourestate agent branches displayed on its web site.

In the year ended December 31, 2006, we paid Rightmove £1.4 million in listing fees. Pursuant to the Acquisition, wewill distribute our entire interest in Rightmove to Countrywide shareholders. See “The Acquisition.”

TMG Services AgreementWe are party to an agreement with TMG Holdings Limited, a company in which we held a 33.3% interest as of

December 31, 2006, under which TMG Holdings Limited has agreed to provide regulatory search services to ourConveyancing Division. By the terms of this agreement and in exchange for such services, we paid TMG Holdings Limited£1.1 million in the year ended December 31, 2006.

Netsquared Limited Services AgreementWe are party to an agreement with Netsquared Limited, a company in which we held a 30% interest as of December

31, 2006, under which Netsquared Limited has agreed to provide web development services to us. By the terms of thisagreement and in exchange for such services, we paid Netsquared Limited £80,000 in the year ended December 31, 2006.

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SECURITY OWNERSHIP

The following diagram sets forth a summary of our corporate and financing structure following the Financing and theAcquisition. For a summary of the debt obligations referenced in this diagram, see “Description of Other Indebtedness,”“Description of the Senior Secured Notes” and “Description of the Senior Notes.”

(1) The shareholder contribution of up to £305.2 million by affiliates of Apollo consists of approximately £30.2 million contributed by means of a subscription forClass A Shares issued by Castle HoldCo 1 and up to £275.0 million contributed by means of a subscription for Class A Notes issued by Castle HoldCo 2 toaffiliates of Apollo. The gross proceeds of the issue of the Class A Notes will be lent by Castle HoldCo 2 on a subordinated basis to the issuer via Holdings. Thegross proceeds of the issue of the Class A Shares will be contributed to the issuer via Castle HoldCo 2 and Holdings. The amount of the shareholder contributionby affiliates of Apollo will be reduced by the amount of funds (if any) contributed pursuant to the Unlisted Securities Alternative.

(2) Subject to certain restrictions, Countrywide shareholders may elect to receive a combination of Castle HoldCo 1 Class B Shares and Castle HoldCo 2 Class BNotes in lieu of all or part of the cash consideration to which they are entitled in connection with the Acquisition, up to an aggregate of £137.52 million. See“The Acquisition.” For further information about the Class B Shares and the Class B Notes, see “—Class A Shares and Class B Shares and Class A Notes andClass B Notes.”

(3) Our obligations under the senior secured notes and the senior secured revolving credit facility will be secured by a first-priority pledge of all of the equityinterests of the issuer held by Holdings. Our obligations under the senior notes will be secured by a second-priority pledge of all of the equity interests of theissuer held by Holdings.

(4) On and after the issue date, the issuer’s obligations under the senior secured notes will be secured by a first-priority pledge of substantially all of the assetsowned by the issuer, including with effect from the date on which the capital stock of Countrywide is registered in the name of the issuer, all of the equityinterests of Countrywide. The issuer’s obligations under the senior secured revolving credit facility will be secured by a first-priority pledge of the samecollateral and, in the event of enforcement of the security, the obligations under the senior secured revolving credit facility and certain hedging obligations willbe satisfied in full before repayment of the senior secured notes from the proceeds of such collateral. The issuer’s obligations under the senior notes will besecured by a second-priority pledge of all of the equity interests of Countrywide from the date on which the capital stock of Countrywide is registered in thename of the issuer.

(5) Includes dormant subsidiaries, an FSA-regulated subsidiary and TitleAbsolute.(6) After the completion of all necessary financial assistance “whitewash” procedures, Countrywide and certain of its subsidiaries will (i) guarantee our obligations

under the notes and the senior secured revolving credit facility and (ii) provide first-priority pledges of substantially all of the assets owned by them to secure ourobligations under the senior secured notes and the senior secured revolving credit facility. For the year ended December 31, 2006, the guarantors accounted for94.4% of our revenue, 94.7% of our EBITDA and 93.5% of our total assets excluding intercompany balances, internally generated goodwill and investments insubsidiaries. Our FSA regulated entity is not a guarantor and accounted for approximately 4.4% of our revenue, 12.6% of our EBITDA and 4.1% of our totalassets excluding intercompany balances, internally generated goodwill and investments in subsidiaries. The EBITDA contribution of this subsidiary was offsetby losses in other non-guarantor subsidiaries, resulting in net EBITDA of our non-guarantors of approximately 5.3%. For the same period, our non-guarantorsaccounted for 11.5% of our total net assets. For further information about the guarantors, see “Listing and General Information.”

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(7) The senior secured revolving credit facility will provide for up to £100.0 million of senior secured revolving credit borrowings and letters of credit to be drawnby the issuer or Countrywide and certain other wholly owned subsidiaries of the issuer that may become borrowers in the future.

Beneficial OwnershipAll of the issued share capital of the issuer is held indirectly by Castle HoldCo 1. The following table sets forth the

shareholders of Castle HoldCo 1 and the percentage of shares owned by each shareholder, as of the date of these listingparticulars.

Beneficial OwnerOwnershipPercentage

AAA Investments, L.P.(1) ................................................................................................................... 6.875%AIF VI Euro Holdings, L.P.(1)............................................................................................................. 48.125%Others ............................................................................................................................................... 45.000%(2)

Total................................................................................................................................................. 100.000%

(1) AAA Investments, L.P. and AIF VI Euro Holdings, L.P. hold their interests in the share capital of Castle HoldCo 1 in the form of Class A Shares.(2) Assuming the maximum subscription by eligible former shareholders of Countrywide of Class B Shares in lieu of some or all of the cash consideration otherwise

payable to them in connection with the Acquisition. See “The Acquisition.”

AAA Investments, L.P. and AIF VI Euro Holdings, L.P. are managed by Apollo Management VI, L.P., a Delawarelimited partnership. AAA Investments, L.P. and AIF VI Euro Holdings, L.P. were organized to facilitate investments madeby Apollo’s most recently formed private equity fund.

Following the Acquisition, the planned equity incentive program may permit certain existing members of Countrywidemanagement to invest in the equity of Castle HoldCo 1.

The amounts and percentages of interests beneficially owned are reported on the basis of SEC rules governing thedetermination of beneficial ownership, and the information is not necessarily indicative of beneficial ownership for any otherpurpose. Under such rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power,which includes the power to direct the disposition of a security, and includes securities for which a person holds the right toacquire beneficial ownership within 60 days. Except as noted otherwise above, we believe, but are not in a position to verify,that each beneficial owner named in the above table has sole voting or investment power with respect to all sharesbeneficially owned by that owner.

Class A Shares and Class B Shares and Class A Notes and Class B Notes

Class A Shares and Class B SharesShare rights. The rights of the Class A Shares and Class B Shares are contained in the articles of association of Castle

HoldCo 1 (the “articles”). Other than in relation to voting rights or as otherwise expressly stated to the contrary in thearticles, the Class B Shares will rank pari passu with the Class A Shares in all respects, but shall constitute two separateclasses of shares. On the issue date of the notes, all Class A Shares will be beneficially owned by affiliates of Apollo.Following the election by Countrywide shareholders, all Class B Shares will be beneficialy owned by persons who elected toreceive the Unlisted Securities Alternative in connection with the Acquisition.

Voting rights. Each holder of a Class A Share (each, a “Class A Shareholder” and, collectively, the “Class AShareholders”) is entitled on a poll to one vote for each Class A Share held by it. No voting rights attach to the Class BShares except as expressly specified in the articles in respect of: (i) a variation or abrogation of rights which affects the ClassB Shares; (ii) the appointment of an independent director; and (iii) the approval of certain affiliate transactions. In respect ofthese matters, each holder of a Class B Share (each, a “Class B Shareholder” and, collectively, the “Class B Shareholders”) isentitled on a poll to one vote for each Class B Share held by it.

If Apollo and its affiliates, investors, partners and co-investors hold less than 50.1% of the Class A Shares on issue,each Class B Shareholder present in person or by proxy at a general meeting of Castle HoldCo 1 shareholders will be entitledon a poll to one vote for each Class B Share held by it with respect to any resolution that is to be decided by a majority.

Appointment of Independent Director by Class B Shareholders. Subject to the articles, the board of Castle HoldCo1 will nominate and appoint as a director a person (other than a U.S. person) who is, in the opinion of the board, independent,as an addition to the existing board (the “Independent Director”). The first such appointment will be made as soon asreasonably practicable and in any event within 90 days of adoption of the articles. Such nomination will be made afterconsultation with persons expected by the board to be significant holders of Class B Shares, provided that failure to consultany particular person shall not invalidate the nomination and appointment of the Independent Director.

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The Independent Director will, from the date of appointment, be entitled to receive notice of and attend all boardmeetings and vote on all resolutions to be considered by the board.

The appointment of the Independent Director is to be ratified by an ordinary resolution of the Class B Shareholders tobe considered, and if thought fit, passed at a separate class meeting of the Class B Shareholders convened on the same date asthe next succeeding annual general meeting of Castle HoldCo 1 and, if such Independent Director is still in office on suchdate, on the date of each subsequent annual general meeting of Castle HoldCo 1. If the resolution ratifying his appointment isnot passed by the Class B Shareholders, the Independent Director will be removed. Any replacement of the IndependentDirector will be appointed by the board of Castle HoldCo 1 and be subject to ratification by the Class B Shareholders in thesame manner as described above.

Subject to the articles, the Independent Director may be removed by an ordinary resolution of the Class B Shareholdersbefore the expiration of his term of office and the Class B Shareholders may, in accordance with the procedure summarisedabove, appoint another person who is willing to act as the Independent Director in his place.

Class A Notes and Class B NotesClass A Notes and Class B Notes (together, the “Shareholder Notes”) will be issued by Castle HoldCo 2 or another

subsidiary of Castle HoldCo 1.Guarantors. Neither the Class A Notes nor the Class B Notes will be guaranteed by Castle HoldCo 1 or any of its

subsidiaries.Notes to be issued. The Shareholder Notes will be comprised of an aggregate principal amount of £275.0 million

unsecured subordinated fixed rate notes in two tranches: (i) Class A Notes to be issued to or at the direction of Apollo or itsaffiliates; and (ii) Class B Notes to be issued to Countrywide shareholders who make a valid election under the UnlistedSecurities Alternative in the Acquisition. To the extent that Countrywide shareholders do not elect to receive all of the ClassB Notes available under the terms of the Acquisition or Class B Notes are not issued in accordance with the terms of theAcquisition, further Class A Notes will be issued to or at the direction of the Apollo Funds.

Maturity. The Shareholder Notes will mature on the tenth anniversary of the date that the Scheme becomes effective.Interest. Interest shall accrue on the Shareholder Notes at a fixed rate of 12% per annum and will be payable in the

form of additional Shareholder Notes unless Castle HoldCo 1 elects in respect of any Shareholder Note to pay the interest incash.

Security. The Shareholder Notes will be unsecured.Ranking and Subordination. The Class A Notes and the Class B Notes shall rank pari passu and without preference

among themselves and the Class A Notes shall rank pari passu with the Class B Notes. The Shareholder Notes will beunsecured and subordinated in right of payment to all existing and future liabilities Castle HoldCo 2.

Covenants. The Shareholder Notes will contain no financial covenants.Events of default. The Shareholder Notes will contain customary events of default in relation to: (i) non payment of

any amount of interest, principal or premium; (ii) a material breach of covenant; and (iii) certain insolvency-related events.Enforcement of rights. A holder of Shareholder Notes may not proceed directly against Castle HoldCo 2 to require

payment of the indebtedness payable in respect of his Shareholder Notes unless the holders of a majority of the Class ANotes: (i) consent to such enforcement or (ii) proceed against Castle HoldCo 2 to enforce their rights in respect of the samematters.

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DESCRIPTION OF OTHER INDEBTEDNESSThe description set forth below does not purport to be complete and is qualified entirely by reference to the agreements

we have entered into and to which we refer below and the agreements that we will enter into in connection with the offeringof the notes. Some of the terms used herein are defined in these agreements and we have not included all of such definitionsherein.

Revolving Credit FacilityGeneral. We expect to enter into a senior secured revolving credit facility with certain lenders on or before May 18,

2007. The description set forth below includes the principal terms and conditions that have been agreed to date and that weexpect will be reflected in the new revolving credit facility agreement (the “Revolving Credit Facility Agreement”).

The issuer will enter into the Revolving Credit Facility Agreement with certain senior lenders (the “Revolving CreditFacility Lenders”) to be dated on May 18, 2007 with, inter alios, Credit Suisse, Deutsche Bank AG and Goldman SachsInternational as mandated lead arrangers, Deutsche Bank AG as agent (the “Facility Agent”) and security agent (the “SecurityAgent”), pursuant to which the lenders named therein will agree to provide the issuer and, upon accession to the RevolvingCredit Facility Agreement, Countrywide, as borrowers with up to £100.0 million in additional financing. Certain whollyowned subsidiaries (each, a member of the “Borrowing Group”) of the issuer that are neither dormant nor unrestrictedsubsidiaries may, in the future, on satisfaction of certain conditions, accede to the Revolving Credit Facility Agreement asadditional borrowers thereunder.

On May 18, 2007, we expect that the Revolving Credit Facility will be drawn in an amount of £27.2 million.The final maturity date of the Revolving Credit Facility will be the earlier of (i) six years from the Closing Date (as

defined below) and (ii) the date on which the Revolving Credit Facility has been fully repaid and cancelled.The initial purchasers of the notes offered hereby or affiliates of such initial purchasers will be arrangers, lenders and,

in the case of Deutsche Bank AG, Facility Agent and Security Agent, under the Revolving Credit Facility.Limitations on Use of Funds. We may use the Revolving Credit Facility for general corporate and working capital

purposes, with up to £40.0 million available on the date on which the Revolving Credit Facility is first utilized (which isexpected to be May 18, 2007) (the “Closing Date”) to fund the payment of fees and expenses in connection with theAcquisition.

Conditions to Borrowings. A drawdown under the Revolving Credit Facility cannot be made until, among other things,the Facility Agent has received, in form and substance satisfactory to the Facility Agent (acting reasonably), all thedocuments and evidence required by the Revolving Credit Facility Agreement, including a “Utilization Request.”Drawdowns under the Revolving Credit Facility are subject to the further conditions precedent that, among other things, onthe date the drawdown is requested and on the drawdown date, (i) no default is continuing or would occur as a result of thatdrawdown (or, in the case of rollover loans, the Facility Agent has not accelerated the loans under the Revolving CreditFacility) and (ii) certain representations and warranties specified in the Revolving Credit Facility Agreement are true andcorrect in all material respects. Notwithstanding such conditions, during the Certain Funds Period, the lenders under theRevolving Credit Facility are only permitted to refuse to lend (or exercise rights that would have the same effect) in certainlimited circumstances resulting from a breach of defined major representations or major undertakings, the occurrence ofcertain defined major events of default and unlawfulness. The Certain Funds Period commences on the date of the RevolvingCredit Facility Agreement and continues until the earliest of September 15, 2007, the date that the Scheme lapses or iswithdrawn, the date 20 days after the Scheme becomes effective and the Closing Date.

Repayments. The borrowers under the Revolving Credit Facility will be permitted to make up to a specified number ofdrawdowns under the Revolving Credit Facility, which may be made for terms of, at such borrower’s election, one, two, threeor six months or, nine or 12 months if agreed between the issuer and the Facility Agent (acting on the instruction of alllenders under the Revolving Credit Facility), but not beyond the final maturity date of the Revolving Credit Facility.Drawdowns under the Revolving Credit Facility must be repaid at the end of the relevant interest period for each drawdown,and repaid amounts may be re-borrowed until the date falling one month prior to the final maturity date (subject to availableundrawn commitments).

Interest Rates and Fees. The interest rate on each loan under the Revolving Credit Facility for each interest period isthe percentage rate per annum, which is equal to the aggregate of (x) the margin (see below), (y) LIBOR and (z) anymandatory cost (which is the cost of compliance with requirements of the Bank of England and/or the Financial ServicesAuthority (or replacements thereof) or the requirements of the European Central Bank). Interest accrues daily and is payableon the last day of each interest period (unless the interest period is longer than three months, in which case interest is payableon the last day of each three-month period) and is calculated on the basis of a 360-day year.

The margin for the Revolving Credit Facility is 2.25% per annum.

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With respect to any available but undrawn amounts under the Revolving Credit Facility, the borrowers are obligated topay a commitment fee on such undrawn amounts of 0.625% per annum. After the expiry of 12 months from the Closing Dateand subject to there being no continuing event of default, the commitment fee will be periodically adjusted whereby thecommitment fee will be 0.625% per annum if the Consolidated Leverage Ratio (calculated in the manner described under“Description of the Senior Secured Notes—Certain Definitions”) of the issuer and its subsidiaries is greater than or equal to4.25:1.0 and 0.50% per annum otherwise.

Guarantees. Following the Closing Date and subject to the completion of the “whitewash” described in more detailunder “Description of the Senior Secured Notes—Certain Covenants—Whitewash,” each member of the Borrowing Group(unless such person is at such time already a guarantor or is a “Receivables Subsidiary”) that (a) guarantees any indebtednessof the issuer or any of the guarantors or (b) incurs certain permitted indebtedness will also be required to provide a seniorguarantee of the obligations of each obligor under the Revolving Credit Facility and related finance documents. In certaincircumstances guarantees of the obligations under the Revolving Credit Facility and related finance documents need not begranted or may be limited in some respects. Subject to conforming amendments, the obligation to provide guarantees reflectsthe obligations described in more detail under “Description of the Senior Secured Notes—Certain Covenants—Future SeniorSecured Note Guarantors.”

Security. The Revolving Credit Facility will be secured on a first ranking basis by the same collateral securing thesenior secured notes as described in more detail under “Description of the Senior Secured Notes—Security—General.”

Agreed Security Principles. The agreed security principles limit the obligation to provide security and guarantees underthe Revolving Credit Facility based on certain legal, commercial and practical difficulties in obtaining effective security orguarantees from relevant companies in jurisdictions in which the company operates including the following:

(i) Liens in respect of Excluded Assets (as such term is defined under “Description of the Senior Secured Notes—Certain Definitions”) shall be limited to floating charges (or an equivalent lien where applicable) and shall not berequired unless such floating charge also secures (or when granted, also secured) other collateral;

(ii) the collateral will not include those assets as to which the costs of obtaining such lien are excessive in relation tothe value of the security to be afforded thereby;

(iii) each additional guarantor will not be required to give guarantees or grant liens over its assets if to do so:(1) is not within the legal capacity of the relevant additional guarantor;(2) would contravene any applicable legal prohibition (including fraudulent conveyance or transfer, voidable

preference, financial assistance, corporate benefit, capital maintenance or similar applicable laws orregulations);

(3) would conflict with the fiduciary duties of the directors of the relevant group member and the samewould have the potential to result in a risk of personal or criminal liability on the part of any suchdirector; or

(4) would have a material adverse effect on the ability of such additional guarantor to conduct its operationsand business in the ordinary course as otherwise permitted by the indenture governing the senior securednotes,

provided, that the issuer and such additional guarantor shall use reasonable endeavors to overcome any suchobstacle and provided, further, that the limitations set forth in clause (iii) above shall not limit the obligations ofthe issuer to complete the “whitewash” described in more detail under “Description of the Senior SecuredNotes—Certain Covenants—Whitewash” and “Description of the Senior Notes—Certain Covenants—Whitewash.”

Representations and Warranties. The Revolving Credit Facility will include certain customary representations andwarranties for facilities of this type, which will be given on the date of signing and the first drawdown under the RevolvingCredit Facility and some of which will be repeated on the date of each subsequent drawdown under the Revolving CreditFacility.

Undertakings. The Revolving Credit Facility Agreement will contain certain restrictive covenants which, subject toconforming amendments, reflect the covenants contained in the senior secured notes, including the obligation to complete the“whitewash” described in more detail under “Description of the Senior Secured Notes—Certain Covenants—Whitewash.”

The Revolving Credit Facility Agreement will also require us to observe certain affirmative undertakings subject tomateriality and other customary and agreed exceptions. These affirmative undertakings, include, but are not limited to,undertakings related to (i) obtaining and maintaining all necessary consents, filings and authorizations; (ii) corporateexistence and compliance with all applicable laws relevant to the business; (iii) compliance with the relevant laws, rules andregulations relating to the environment; (iv) compliance with certain material contracts and licenses; (v) payment of taxes;

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(vi) preservation of assets; (vii) pari passu ranking of all payment obligations under the Revolving Credit Facilitydocumentation with other unsecured unsubordinated payment obligations; (viii) the maintenance of insurance; (ix) themaintenance of and funding of pension schemes; (x) rights of access; (xi) maintenance and protection of intellectual propertyrights; (xii) further assurances with respect to the creation, perfection and priority of collateral and (xiii) assistance withsyndication.

Events of Default. The Revolving Credit Facility Agreement will contain certain events of default which, subject toconforming amendments, reflect the events of default contained in the notes, the occurrence of which would allow the lendersunder the Revolving Credit Facility to accelerate all outstanding loans and terminate their commitments under the RevolvingCredit Facility Agreement. The Revolving Credit Facility Agreement will also contain events of default relating to change ofcontrol, breach of representations and warranties and payment defaults to other indebtedness.

Intercreditor AgreementGeneral. To establish the relative rights of certain of the creditors under the new financing arrangements, Holdings and

the issuer will, on the date of the indentures governing the notes, enter into an intercreditor agreement (the “IntercreditorAgreement”) with, amongst others, Deutsche Trustee Company Limited as trustee for each series of the notes and theSecurity Agent. On the date the Revolving Credit Facility is executed, Countrywide, as a borrower under the RevolvingCredit Facility, the Facility Agent, creditors under the Revolving Credit Facility (by automatic accession pursuant toprovisions of the Revolving Credit Facility), the obligors and creditors under certain hedging agreements if any(the “Hedging Banks”), and each Restricted Subsidiary as an intercompany creditor and intercompany debtor, will accede tothe Intercreditor Agreement as parties thereto. The Intercreditor Agreement will provide that future indebtedness may beincurred by the issuer and its subsidiaries subject to the terms of the Intercreditor Agreement and each finance document thenexisting. For purposes of the Intercreditor Agreement, the creditors of each class of debt will vote together and aRepresentative, trustee or agent of debt within that class of debt (a “Representative”) may act on the instructions of themajority of creditors of that class of debt. For example, in a vote of the creditors of Senior Secured Bond Liabilities(as defined below), the holders of the senior secured notes will vote with the creditors of any future Senior Secured BondLiabilities and the Trustee (or the Representative at such time) may act on behalf of the majority of the Senior Secured BondCreditors (as defined below) if so instructed. Accordingly, the Intercreditor Agreement will provide for the accession to theIntercreditor Agreement of creditors of future indebtedness without the need for consent of the holders of the notes.

Priority of Debts. The Intercreditor Agreement will provide that the following will rank equally in order of prioritywithout any preference among them in satisfaction of the obligations of the Issuer and any future obligors under indebtednessthat is subject to the terms of the Intercreditor Agreement (each, an “Obligor”): (i) all money and liabilities now or in thefuture due, owing or incurred under the Revolving Credit Facility (including the guarantees thereof) and indebtedness underpermitted hedging obligations (the “Hedging Liabilities” and together, with the liabilities under the Revolving Credit Facilityand permitted refinancings of such debt, the “Super Priority Liabilities”), (ii) all money and liabilities now or in the futuredue, owing or incurred under term loan facilities incurred under clause (a)(ii) of the covenant described under “Description ofthe Senior Secured Notes—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stockand Preferred Stock” and “Description of the Senior Notes—Certain Covenants—Limitation on Incurrence of Indebtednessand Issuance of Disqualified Stock and Preferred Stock” (including the guarantees thereof) (the “Term Facility Liabilities”),(iii) all money and liabilities now or in the future due, owing or incurred under the senior secured notes (including theguarantees thereof), and all other money and liabilities now or in the future due, owing or incurred that is designated inaccordance with the terms of the Intercreditor Agreement as Senior Secured Bond Liabilities (together with the seniorsecured notes and the guarantees thereof, the “Senior Secured Bond Liabilities” and together with the Super PriorityLiabilities and the Term Facility Liabilities, the “Senior Secured Liabilities”), and (iv) all money and liabilities now or in thefuture due, owing or incurred under the senior notes, the guarantees of the senior notes and all other money and liabilitiesnow or in the future due, owing or incurred that is designated in accordance with the terms of the Intercreditor Agreement asSenior Bond Liabilities (together with the senior notes and the guarantees of the senior notes, the “Senior Bond Liabilities”;the Senior Bond Liabilities, together with the Senior Secured Liabilities, the “Senior Liabilities”).

Priority of Security. The security in respect of the collateral (to the extent security over such collateral has been givenin favor of each of the Liabilities) and the proceeds of its enforcement will rank in right and priority of payment in thefollowing order:

• first, all money and liabilities now or in the future due, owing or incurred under the Revolving Credit Facility, theHedging Liabilities, any other Super Priority Liabilities, any Term Facilities and the Senior Secured Bond Liabilities,provided that the Super Priority Liabilities (pari passu, without any preference among such Liabilities), and amountsowing to each of the trustees for the notes in their capacities as such will be repaid prior to the repayment of any TermLoan Facilities and Senior Secured Bond Liabilities (pari passu, without any preference among such Liabilities); and

• second, the debt under the Senior Bond Liabilities (pari passu, without any preference among such Liabilities).

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Prohibited Actions. The Intercreditor Agreement will not limit the making of payments, distributions or other actions inrespect of Senior Liabilities (other than certain restrictions applicable to Hedging Liabilities). Such actions will be governedby the terms of the documents governing the Senior Liabilities. However, the Intercreditor Agreement will restrict the SeniorBond Creditors from taking Enforcement Action (as defined below), except for Enforcement Action taken in certaincircumstances described below and for proceedings solely for injunctive relief (or the equivalent) to restrain actual orthreatened breach of the Senior Bond Documents or specific performance where no damages are claimed and where suchproceedings are not in conflict with the Intercreditor Agreement.

For purposes of the Intercreditor Agreement, the term “Enforcement Action” means, in relation to any Liabilities (otherthan Hedging Liabilities), any action whatsoever to enforce rights and exercise remedies (including any right of setoff orcombination of accounts) with respect to any security interest in the Security (including making determinations regarding therelease, disposition or restrictions with respect to any Security), or to commence or seek to commence any action orproceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any insolvency orliquidation proceeding); provided that, the taking of any action (not falling within the foregoing Enforcement Action)necessary to preserve the validity and existence of claims, including, without limitation, the registration of such claims beforeany court or governmental authority shall not constitute Enforcement Action (including, for the avoidance of doubt, anylawful action against any creditor of Super Priority Liabilities (a “Super Priority Creditor”), Term Facility Liabilities(a “Term Facility Creditor”), Senior Secured Bond Liabilities (a “Senior Secured Bond Creditor”) or Senior Bond Liabilities(a “Senior Bond Creditor”) to challenge the basis on which any sale or disposal of any assets subject to the securitydocuments is being implemented)

Enforcement. Despite the limitations on the taking of Enforcement Action, the Senior Bond Creditors (or any Obligoracting on the instructions of a Senior Bond Creditor in connection with the exercise by such Senior Bond Creditor of itsrights under the Intercreditor Agreement and the documents governing the Senior Bond Liabilities) will be permitted underthe Intercreditor Agreement to take Enforcement Action if:(a) certain insolvency events in respect of any Obligor have occurred and for so long as the relevant insolvency event iscontinuing (provided such insolvency event is not the result of any action taken by a Senior Bond Creditor and provided thatEnforcement Action may only be taken against the entity in respect of which such insolvency event has occurred);(b) a Representative for any Senior Secured Liabilities demands payment of, or prematurely declare payable all, or any partof the Senior Secured Liabilities;(c) a Representative for any Senior Secured Liabilities has enforced or instructed the Security Agent to enforce, or theSecurity Agent (acting on behalf of the Super Priority Creditors, the Term Facility Creditors or the Senior Secured BondCreditors, whether or not so instructed) has enforced, the security conferred by any security document;(d) a default (other than cross-default to the Senior Secured Liabilities) under the Senior Bond Liabilities has occurred andis continuing and (i) Representatives of the Super Priority Creditors, the Term Facility Creditors and the Senior SecuredBond Creditors have received notice of that default from the Representative for the Senior Bond Liabilities, (ii) a period ofnot less than 179 days has passed from the date of receipt of such notice (a “Standstill Period”); and (iii) at the end of therelevant Standstill Period, the relevant default is continuing and has not been waived by the holders of the Senior Bonds; or(e) Representatives of the Super Priority Creditors, the Term Facility Creditors and the Senior Secured Bond Creditors haveconsented to the Enforcement Action.

The Senior Bond Creditors may only take Enforcement Action upon receipt of Requisite Senior Bond Consent (asdefined below).

The Intercreditor Agreement will require the Security Agent to give prompt notice to the Representatives of the SeniorBond Liabilities if the Security Agent is instructed by a Representative of Super Priority Creditors, Term Facility Creditors orSenior Secured Bond Creditors (in each case, acting on behalf of its respective creditors) to take any Enforcement Action(a “Senior Secured Enforcement”). During the period from the giving of that notice to the date that the Security Agent ceasesto use all reasonable commercial efforts to carry out that Senior Secured Enforcement as expeditiously as reasonablypracticable having regard to the circumstances, no Senior Bond Creditor may give any instruction to the Security Agent totake any enforcement action over such collateral in a manner that would adversely affect such Senior Secured Enforcement,provided that the foregoing will not prejudice any other rights of the Senior Bond Creditors to take any enforcement actionagainst any other Obligor that are permitted under the Intercreditor Agreement. The Intercreditor Agreement will require theSecurity Agent to give prompt notice to the Representatives of Senior Bond Liabilities of its ceasing to carry out a SeniorSecured Enforcement.

Enforcement Instructions. The Security Agent may refrain from enforcing the security unless otherwise instructed:

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(a) while the Super Priority Liabilities are outstanding, by the Representative of Super Priority Creditors holding a majorityof outstanding Super Priority Liabilities (the “Requisite Super Priority Creditors”), the Representative of Term FacilityCreditors holding a majority of outstanding Term Facility Liabilities (the “Requisite Term Facility Creditors”) or theRepresentative of Senior Secured Bond Creditors (acting with the consent of Senior Secured Bond Creditors holding amajority of outstanding Senior Secured Bond Liabilities (“Requisite Senior Bond Consent”)); and(b) after the Super Priority Liabilities have been discharged but while any Term Facility Liabilities or Senior Secured BondLiabilities are outstanding, by the Representative of Term Facility Creditors (acting with the consent of the Requisite TermFacility Creditors) or the Representative of the Senior Secured Bond Creditors (acting with Requisite Senior Bond Consent),provided, that in the circumstances described under the caption “—Enforcement” (but subject to certain restrictions in theevent of a Senior Secured Enforcement or Senior Enforcement, as applicable), the Senior Bond Trustee may also instruct theSecurity Agent to take Enforcement Action.

The Security Agent may disregard any instructions from any other person to enforce the security and disregard anyinstructions to enforce any security if those instructions are inconsistent with the Intercreditor Agreement. The SecurityAgent is not obliged to enforce the security if it is not indemnified or secured to its satisfaction by the relevant creditors. TheIntercreditor Agreement also contains procedures with respect to the coordination of instructions from the Representative ofthe Requisite Super Priority Creditors, the Requisite Term Facility Creditors and the Trustee or other Representative of theSenior Secured Bond Creditors that act with Requisite Senior Secured Bond Consent with respect to the security, including, amandatory consultation period (other than in certain specified circumstances, including where the security has becomeenforceable as a result of insolvency or failure to pay when due an amount of more than £12.5 million or where delay inenforcement could reasonably be expected to have a material adverse effect on the enforceability or value of the security). Ifthe instructions given to the Security Agent by the Representative of the Requisite Super Priority Creditors conflict withthose of the Representative of the Requisite Term Facility Creditors or the Representative for the Senior Secured BondLiabilities (acting with Requisite Senior Secured Bond Consent), and such conflict is not resolved in a mandatoryconsultation period (that ends under certain specified circumstances as described above), the Security Agent will enforce thesecurity in accordance with certain enforcement principles, which provide for the maximizing, so far as is consistent withprompt and expeditious enforcement of the security, the recovery of the Super Priority Creditors, the Term Facility Creditorsand the Senior Secured Bond Creditors.

Insolvency. Upon the occurrence of certain insolvency events in relation to any Obligor, the Security Agent isauthorized by each of the Super Priority Creditors, the Term Facility Creditors, the Senior Secured Bond Creditors and theSenior Bond Creditors to act on behalf of each, as applicable, in respect of taking certain enforcement action against suchObligor, including making demands, exercising enforcement rights, filing claims and other proceedings, receivingdistributions, giving receipts and exercising voting rights.

Upon the occurrence of certain insolvency events in relation to any Obligor, claims against that Obligor in respect ofthe Subordinated Liabilities will be subordinate in right of payment to claims against that Obligor in respect of the SeniorLiabilities and the Senior Subordinated Liabilities (as defined below), if any at such time.

Release of the Security. If, in connection with any Enforcement Action, the Security Agent disposes of any collateral orany member of the Group disposes of any collateral at the direction of the Security Agent, the Security Agent is authorized torelease any security over such collateral.

Despite the foregoing, the Senior Bond Creditors will not be obliged to release any security granted in respect of SeniorBond Liabilities unless following conditions are met:(a) concurrently therewith all of the shares of the issuer or Countrywide are sold pursuant to Enforcement Action by theSecurity Agent or all or substantially all of their respective assets are sold pursuant to Enforcement Action by the SecurityAgent, in each case, under the applicable security documents and:

• the sale is made pursuant to a public auction or in connection with the sale an internationally recognizedinvestment bank selected by the Super Priority Representative and the Representative for the Senior Secured BondCreditors (or in the event of a conflict, selected by the Security Agent, acting reasonably and which may for theavoidance of doubt, be a lender under the Revolving Credit Facility or a relationship bank of the issuer or any ofits subsidiaries) has delivered to the Representative for the Senior Bond Liabilities an opinion that the price of thesale is fair from a financial point of view after taking into account all relevant circumstances and that the sale is inaccordance with the objective of maximizing, so far as it consistent with a prompt and expeditious enforcement ofthe security, the recovery of the Super Priority Creditors, the Term Facility Creditors and the Senior Secured BondCreditors;

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• the proceeds of such sale received by the Security Agent are in cash (or substantially all cash) and are applied inaccordance with the description under the caption “—Application of Proceeds”; and

(b) in the case of the sale of all of the share capital of the issuer or Countrywide,• the Senior Bond Creditors have a second-ranking security interest over the shares sold (or an equivalent interest or

claim) (together with such shares, the “Disposed Securities”) (unless the Senior Bond Creditors do not have anysuch security or claim as a consequence of a consensual release by the Senior Bond Creditors of such security,interest or claim) that entitles them to receive any surplus proceeds arising from the sale of the Disposed Securitiesupon completion of the Enforcement Action after the obligations under our Senior Secured Liabilities have beendischarged in full (the “Surplus Proceeds”); or

• if the requirements of the immediately preceding sub-paragraph are not satisfied, the terms of the EnforcementAction require that an amount equal to the lesser of (x) the Surplus Proceeds; and (y) the amount of the thenoutstanding obligations and liabilities under or in connection with the Senior Bond Liabilities that benefit from thesecurity being released, is paid upon completion of the Enforcement Action to the Representative for the SeniorBond Liabilities (whether in consideration of the release of the security or otherwise) for application in accordancewith the documents governing the Senior Bond Liabilities.

The Security Agent is also authorized to release any security over any collateral that is sold; provided that such releaseis permitted under the applicable documents governing the Senior Secured Liabilities and the Senior Bond Liabilities.

Turnover. If any Term Facility Creditor or Senior Secured Bond Creditor (in each case with respect to the proceedsfrom enforcement of security only) or Senior Bond Creditor receives or recovers a payment in cash or in kind (including byway of set-off or combination of accounts) in respect of the Term Facility Liabilities, Senior Secured Bond Liabilities orSenior Bond Liabilities, as the case may be, which is prohibited by the Intercreditor Agreement, it will promptly notify theSecurity Agent and pay all such amounts received (after deducting costs and expenses) to the Security Agent for applicationunder the provisions described below under the caption “—Application of Proceeds”. Until payment in accordance with theforegoing, such amounts shall be held on trust for the Security Agent.

Subordinated Indebtedness. The Intercreditor Agreement will also provide for (i) senior subordinated debt (whichconsists of all liabilities in the future due, owing or incurred by any Obligor to any lenders and other finance parties undersenior subordinated facilities (the “Senior Subordinated Liabilities”)) which may be issued in the future in compliance withthe documents governing the Senior Liabilities, (ii) intercompany debt (which consists of all liabilities now or in the futuredue, owing or incurred by any Obligor to the issuer or any of its subsidiaries (collectively, the “Group”) (the “IntercompanyLiabilities”)) and investor debt outstanding or issued in the future (which consists of all liabilities now or in the future due,owing or incurred by any Obligor to any direct or indirect shareholder of the Issuer that has contributed debt or equity to theissuer (the “Investor Liabilities” and together with the Intercompany Liabilities, the “Subordinated Liabilities”; theSubordinated Liabilities, together with the Senior Liabilities and the Senior Subordinated Liabilities, the “Liabilities”)). TheIntercreditor Agreement will provide for the subordination of Subordinated Liabilities and impose restrictions on the makingof payments, the discharge of obligations, the securing or guaranteeing of debt and the taking of other actions (including theenforcement of any rights upon default or otherwise) that may be taken in respect of such indebtedness, all on terms as arecustomary for such types of indebtedness. While any prior ranking Liabilities are outstanding, no payment which wouldotherwise be permitted under the Intercreditor Agreement in respect of Subordinated Liabilities may be made or received if adefault under any such prior ranking Liabilities has occurred and is continuing.

Application of Proceeds. All proceeds of enforcement of the security conferred by the security documents, allrecoveries by the Security Agent and/or any other creditor under guarantees of the Liabilities and all amounts paid to theSecurity Agent and/or any other creditor under the Intercreditor Agreement (whether under the turnover provisions describedabove or otherwise) shall be applied in the following order and in each case pro rata to outstanding amounts owing, andwithout any priority among themselves:first, in payment of (i) unpaid fees, costs and expenses or any other amounts (including interest on them recoverable underthe applicable security documents) incurred by or on behalf of the Security Agent (and any receiver, adviser or agentappointed by it) and the remuneration of the Security Agent and its advisers and agents in connection with the securitydocuments and the enforcement of, or recovery of any amounts in respect of, the security created thereunder, (ii) any amountspayable to the trustee in respect of the senior secured notes and (iii) any amounts payable to the trustee in respect of thesenior notes;second, in payment of unpaid costs and expenses incurred by or on behalf of the Super Priority Creditors (other than theSecurity Agent) in connection with enforcement of the security documents;third, in payment to the Super Priority Representative for application towards unpaid and outstanding Super PriorityLiabilities (including amounts due to the Super Priority Representative) and including for the avoidance of doubt, in payment

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to the hedging lenders in respect of the hedging of Super Priority Liabilities, Term Facility Liabilities or Senior Secured BondLiabilities for application towards such unpaid and outstanding Hedging Liabilities;fourth, in payment of unpaid costs and expenses incurred by or on behalf of the Term Facility Creditors and the SeniorSecured Bond Creditors (other than the Security Agent) in connection with enforcement of the security documents;fifth, in payment to the Representative for the Term Facility Liabilities and the Representative for the Senior Secured BondLiabilities for application towards unpaid and outstanding Term Facility Liabilities and the Senior Secured Bond Liabilities;sixth, in payment of unpaid costs and expenses incurred by or on behalf of the Senior Bond Creditors (other than the SecurityAgent) in connection with enforcement of the security documents;seventh, in payment to the Representative for the Senior Bond Liabilities for application towards unpaid and outstandingSenior Bond Liabilities;eighth, in payment of unpaid costs and expenses incurred by or on behalf of any Senior Subordinated Creditors (other thanthe Security Agent) in connection with enforcement of the security documents;ninth, in payment to the Representative for any Senior Subordinated Liabilities for application towards unpaid andoutstanding obligations and liabilities under or in connection with any Senior Subordinated Liabilities;tenth, in payment of the surplus (if any) to the relevant Obligors or other persons entitled to it,and pending that application, shall be held on trust by the Security Agent for the beneficiaries entitled to it.

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DESCRIPTION OF THE SENIOR SECURED NOTES

GeneralCastle HoldCo 4, Ltd., a company incorporated in the Cayman Islands with registered number WK-182043 (the

“Issuer”), will issue £370,000,000 aggregate principal amount of senior secured floating rate notes (the “Senior SecuredFloating Rate Notes”) and £100,000,000 aggregate principal amount of senior secured PIK-election floating rate notes (the“Senior Secured Toggle Notes” and, together with the Senior Secured Floating Rate Notes, the “Senior Secured Notes”)under an indenture (the “Senior Secured Indenture”), to be dated as of May 8, 2007, by and among itself, Deutsche TrusteeCompany Limited, as Trustee, Deutsche Bank AG, London Branch, as Principal Paying Agent and Transfer Agent, DeutscheBank Luxembourg S.A., as Registrar and Deutsche International Corporate Services (Ireland) Limited, as Irish TransferAgent and Paying Agent.

The following summary of certain provisions of the Senior Secured Indenture and the Senior Secured Notes does notpurport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the SeniorSecured Indenture and the Intercreditor Agreement. Capitalized terms used in this “Description of the Senior Secured Notes”section and not otherwise defined have the meanings set forth in the section “Description of the Senior Secured Notes—Certain Definitions.” As used in this “Description of the Senior Secured Notes” section, “we,” “us” and “our” mean theIssuer and its Subsidiaries, and “Issuer” refers only to Castle HoldCo 4, Ltd. and not to any of its subsidiaries.

Brief Description of the Senior Secured Notes and the Senior Secured Note GuaranteesThe Senior Secured Notes will be general obligations of the Issuer and:• rank pari passu in right of payment with all existing and future Indebtedness of the Issuer that is not subordinated

to the Senior Secured Notes;• are secured by the Collateral described under “Description of the Senior Secured Notes—Security” pledged by

Holdings and the Issuer and will be, after the completion of the financial assistance “whitewash” proceduresreferenced under “Description of the Senior Secured Notes—Certain Covenants—Whitewash,” secured by theother Collateral described under “Description of the Senior Secured Notes—Security” on a first priority basisalong with obligations under the Revolving Credit Facility (although the senior secured noteholders will receiveproceeds of the Collateral after the lenders under the Revolving Credit Facility and counterparties under specifiedHedging Obligations in the event of foreclosure or in any bankruptcy, insolvency or other similar event);

• are senior in right of payment to any future Subordinated Indebtedness of the Issuer;• are senior in right of payment to any existing and future Subordinated Shareholder Funding;• are, with respect to the Collateral that will be pledged on the Issue Date and will be, after the completion of the

financial assistance “whitewash” procedures referenced under “Description of the Senior Secured Notes—CertainCovenants—Whitewash,” effectively senior in right of payment to any existing or future unsecured obligations ofthe Issuer and the Senior Notes with respect to Collateral that does not secure such notes, in each case to the extentof the value of the Collateral that is available to satisfy the obligations under the Senior Secured Notes; and

• will be, after the completion of the financial assistance “whitewash” procedures referenced under “Description ofthe Senior Secured Notes—Certain Covenants—Whitewash,” unconditionally guaranteed on a senior secured basisby the Senior Secured Note Guarantors.

Principal, Maturity and InterestThe Issuer will issue an aggregate principal amount of £370,000,000 Senior Secured Floating Rate Notes and an

aggregate principal amount of £100,000,000 Senior Secured Toggle Notes in this offering. The Senior Secured Notes willmature on May 15, 2014. The Issuer may issue additional Senior Secured Notes from time to time after this offering(collectively, “Additional Senior Secured Notes”). Any offering of Additional Senior Secured Notes is subject to thecovenants described below under the caption “Description of the Senior Secured Notes—Certain Covenants—Limitation onIncurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and “Description of the Senior SecuredNotes—Certain Covenants—Liens;” provided, that in connection with the payment of PIK Interest (as defined under“Description of the Senior Secured Notes—Principal, Maturity and Interest—Senior Secured Toggle Notes”), the Issuer isentitled to, without the consent of the Holders (and without regard to any restrictions or limitations set forth under“Description of the Senior Secured Notes—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance ofDisqualified Stock and Preferred Stock” and “Description of the Senior Secured Notes—Certain Covenants—Liens”),increase the outstanding principal amount of the Senior Secured Toggle Notes or issue additional Senior Secured ToggleNotes (the “PIK Notes”) under the Senior Secured Indenture on the same terms and conditions as the Senior Secured ToggleNotes issued on the Issue Date (in each case, the “PIK Payment”). The Senior Secured Notes (including any PIK Notes) andany Additional Senior Secured Notes subsequently issued under the Senior Secured Indenture will be treated as a single class

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for all purposes under the Senior Secured Indenture, including, without limitation, waivers, amendments, redemptions andoffers to purchase, except for certain waivers and amendments. Unless the context otherwise requires, for all purposes of theSenior Secured Indenture and this “Description of the Senior Secured Notes,” references to the Senior Secured Notes includeany PIK Notes and Additional Senior Secured Notes actually issued and any increase in the principal amount of theoutstanding Senior Secured Notes (including PIK Notes) as a result of a PIK Payment and references to “principal amount”of the Senior Secured Notes or the Senior Secured Toggle Notes include any increase in the principal amount of theoutstanding Senior Secured Toggle Notes (including PIK Notes) as a result of a PIK Payment.

The Senior Secured Floating Rate Notes will be issued only in fully registered form, without coupons, in minimumdenominations of £50,000 and any integral multiple of £1,000 in excess thereof. The Senior Secured Toggle Notes will beissued only in fully registered form, without coupons, in minimum denominations of £1.00 and any integral multiple of £1.00in excess thereof. The Senior Secured Toggle Notes may be transferred only in amounts of £50,000 or greater and the Issuerunderstands that Euroclear and Clearstream will not be responsible for monitoring this minimum transfer amount. No servicecharge will be made for any registration of transfer or exchange of Senior Secured Notes, but the Issuer may require paymentof a sum sufficient to cover any transfer tax or other similar governmental charge payable in connection therewith. Principalof, premium, if any, and interest on the Senior Secured Notes will be payable, and the Senior Secured Notes may beexchanged or transferred, at the office or agency designated by the Issuer (which initially shall be the principal corporate trustoffice of the Paying Agent).

Senior Secured Floating Rate NotesInterest on the Senior Secured Floating Rate Notes will accrue at a rate equal to the LIBO Rate (which will be reset

quarterly) plus 2.875%, as determined by the calculation agent (the “Calculation Agent”), which shall initially be the Trustee.

Senior Secured Toggle NotesFor any interest period through May 15, 2011, the Issuer may, at its option, elect to pay interest on the Senior Secured

Toggle Notes (i) entirely in cash (“Cash Interest”), (ii) entirely by increasing the principal amount of the outstanding SeniorSecured Toggle Notes or by issuing PIK Notes in a principal amount equal to such interest (“PIK Interest”) or (iii) 50% asCash Interest and 50% as PIK Interest (“Cash/PIK Interest”).

The Issuer must elect the form of interest payment with respect to each interest period by delivering a notice to theTrustee at least three days prior to the beginning of each interest period. The Trustee shall promptly deliver a correspondingnotice to the Holders. In the absence of such an election for any interest period, interest on the Senior Secured Toggle Noteswill be payable in the form of the interest payment for the immediately preceding interest period. Interest for the first periodcommencing on the Issue Date shall be payable in cash. After May 15, 2011, the Issuer will make all interest payments on theSenior Secured Toggle Notes in cash.

Cash Interest on the Senior Secured Toggle Notes will accrue at a rate equal to the LIBO Rate (which will be resetquarterly) plus 3.25%, (the “Cash Interest Rate”) as determined by the Calculation Agent. PIK Interest on the Senior SecuredToggle Notes will accrue at the then current Cash Interest Rate per annum plus 0.75%. PIK Interest shall be payable (x) withrespect to the Senior Secured Toggle Notes represented by one or more global notes registered in the name of, or held by anominee of, Clearstream or Euroclear on the relevant record date, by increasing the principal amount of the outstandingSenior Secured Toggle Notes represented by such global notes by an amount equal to the amount of PIK Interest for theapplicable interest period (rounded up to the nearest whole pound sterling) and (y) with respect to Senior Secured ToggleNotes represented by certificated notes, by issuing PIK Notes in certificated form in an aggregate principal amount equal tothe amount of PIK Interest for the applicable period (rounded up to the nearest whole pound sterling) and the Trustee will, atthe request of the Issuer, authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders onthe relevant record date, as shown by the records of the Registrar. Following an increase in the principal amount of theoutstanding Senior Secured Toggle Notes represented by global notes as a result of a PIK Payment, such Senior SecuredToggle Notes will bear interest on such increased principal amount from and after the date of such PIK Payment. Any PIKNotes issued in certificated form will be dated as of the applicable interest payment date and will bear interest from and aftersuch date. All PIK Notes issued pursuant to a PIK Payment will mature on May 15, 2014 and will be governed by, andsubject to the terms, provisions and conditions of, the Senior Secured Indenture and shall have the same rights and benefits asthe Senior Secured Toggle Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description“PIK” on the face of such PIK Note.

Senior Secured NotesInterest on the Senior Secured Notes will be payable quarterly in arrears on every August 15, November 15, February

15 and May 15, beginning on August 15, 2007 to the holders of record on the August 1, November 1, February 1 or May 1immediately preceding the next interest payment date.

The amount of interest for each day that any Senior Secured Note is outstanding (the “Daily Interest Amount”) will becalculated by dividing the interest rate in effect for such day by 360 and multiplying the result by the principal amount of

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such Senior Secured Notes. The amount of interest to be paid on the Senior Secured Notes for each interest period will becalculated by adding the Daily Interest Amounts for each day in the interest period. Each interest period shall end on (but notinclude) the relevant interest payment date.

All percentages resulting from any of the above calculations will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point being rounded upwards (e.g., 9.876545% (or.09876545) being rounded to 9.87655% (or .0987655)) and all pounds sterling amounts resulting from such calculations willbe rounded to the nearest pence (with one half pence being rounded upwards).

The interest rate on the Senior Secured Notes will in no event be higher than the maximum rate permitted by applicablelaw.

Interest on the Senior Secured Notes will accrue from the most recent date to which interest has been paid or, if nointerest has been paid, from the date of original issuance.

Set forth below is a summary of certain of the defined terms used in the Senior Secured Indenture relating to the SeniorSecured Notes.

“Determination Date,” with respect to an Interest Period, will be the second London Banking Day preceding the firstday of the Interest Period.

“Interest Period” means the period commencing on and including an interest payment date and ending on andincluding the day immediately preceding the next succeeding interest payment date, with the exception that the first InterestPeriod shall commence on and include the Issue Date and end on and include August 14, 2007.

“LIBO Rate,” with respect to an Interest Period, will be the rate (expressed as a percentage per annum) for deposits inpounds sterling for a three-month period beginning on the second London Banking Day after the Determination Date thatappears on Telerate Page 3750 as of 11:00 a.m., London time, on the Determination Date. If Telerate Page 3750 does notinclude such a rate or is unavailable on a Determination Date, the Calculation Agent will request the principal London officeof each of four major banks in the London interbank market, as selected by the Calculation Agent, to provide such bank’soffered quotation (expressed as a percentage per annum), as of approximately 11:00 a.m., London time, on suchDetermination Date, to prime banks in the London interbank market for deposits in a Representative Amount in poundssterling for a three-month period beginning on the second London Banking Day after the Determination Date. If at least twosuch offered quotations are so provided, the LIBO Rate for the Interest Period will be the arithmetic mean of such quotations.If fewer than two such quotations are so provided, the Calculation Agent will request each of three major banks in London, asselected by the Calculation Agent, to provide such bank’s rate (expressed as a percentage per annum), as of approximately11:00 a.m., London time, on such Determination Date, for loans in a Representative Amount in pounds sterling to leadingEuropean banks for a three-month period beginning on the second London Banking Day after the Determination Date. If atleast two such rates are so provided, the LIBO Rate for the Interest Period will be the arithmetic mean of such rates. If fewerthan two such rates are so provided, then the LIBO Rate for the Interest Period will be the LIBO Rate in effect with respect tothe immediately preceding Interest Period.

“London Banking Day” is any day in which dealings in pounds sterling are transacted or, with respect to any futuredate, are expected to be transacted in the London interbank market.

“Representative Amount” means a principal amount of not less than £1,000,000 for a single transaction in the relevantmarket at the relevant time.

“Telerate Page 3750” means the display designated as “Page 3750” on the Moneyline Telerate service (or such otherpage as may replace Page 3750).

Paying Agent and Registrar for the Senior Secured NotesThe Issuer will maintain a paying agent for the Senior Secured Notes in (i) the City of London, (ii) the Borough of

Manhattan, City of New York and (iii) for so long as the Senior Secured Notes are listed on the Irish Stock Exchange andadmitted to trading on the Alternative Securities Market thereof and its guidelines so require, Dublin. The Issuer will alsoundertake under the Senior Secured Indenture that it will ensure, to the extent practicable, that it maintains a paying agent in aEuropean Union member state that will not be obliged to withhold or deduct tax pursuant to the European Union Directive2003/48/EC regarding the taxation of savings income (the “Directive”). The initial Paying Agents will be Deutsche BankAG, London Branch in London and Manhattan and Deutsche International Corporate Services (Ireland) Limited in Dublin(each, a “Paying Agent”).

The Issuer will also maintain one or more registrars (each, a “Registrar”) and a transfer agent in each of (i) the City ofLondon and (ii) for so long as the Senior Secured Notes are listed on the Irish Stock Exchange and admitted to trading on theAlternative Securities Market thereof and its guidelines so require, Dublin. The initial Registrar will be Deutsche BankLuxembourg S.A. The initial transfer agents will be Deutsche Bank AG, London Branch, in London, and DeutscheInternational Corporate Services (Ireland) Limited, in Dublin. The Registrar will maintain a register outside the United

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Kingdom reflecting ownership of Definitive Registered Senior Secured Notes outstanding from time to time and the transferagents in each of London and Dublin will facilitate transfers of Definitive Registered Senior Secured Notes on behalf of therelevant Issuer. Each transfer agent shall perform the functions of a transfer agent.

The Issuer may change any Paying Agent, Registrar or transfer agent for the Senior Secured Notes without prior noticeto the senior secured noteholders. However, for so long as the Senior Secured Notes are listed on the Irish Stock Exchangeand admitted to trading on the Alternative Securities Market thereof and the of the Irish Stock Exchange so require, the Issuerwill deliver notice of the change in a Paying Agent, Registrar or transfer agent to the Companies Announcement Office inDublin. The Issuer or any of its Subsidiaries may act as Paying Agent (other than with respect to Global Senior SecuredNotes) or Registrar.

Optional RedemptionOn or after May 15, 2008, the Issuer may redeem the Senior Secured Notes at its option, in whole at any time or in part

from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each holder’sregistered address (or otherwise delivered in accordance with applicable Euroclear and Clearstream procedures), at thefollowing redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, to theredemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevantinterest payment date), if redeemed during the 12-month period commencing on May 15 of the years set forth below:

Period Redemption Price

2008 ........................................................................................................ 101.000%2009 and thereafter .................................................................................. 100.000%

In addition, prior to May 15, 2008, the Issuer may redeem the Senior Secured Notes at its option, in whole at any timeor in part from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to eachholder’s registered address (or otherwise delivered in accordance with applicable Euroclear and Clearstream procedures), at aredemption price equal to 100% of the principal amount of the Senior Secured Notes redeemed plus the Applicable Premium(as calculated by the Issuer or on behalf of the Issuer by such Person as the Issuer shall designate) as of, and accrued andunpaid interest, if any, to, the applicable redemption date (subject to the right of holders of record on the relevant record dateto receive interest due on the relevant interest payment date).

If the Issuer effects an optional redemption of Senior Secured Notes, it will, for so long as the Senior Secured Notes arelisted on the Irish Stock Exchange and admitted to trading on the Alternative Securities Market thereof, inform the IrishStock Exchange of such optional redemption and confirm the aggregate principal amount of the Senior Secured Notes thatwill remain outstanding immediately after such redemption.

Selection and NoticeIf less than all of the Senior Secured Notes are to be redeemed or are required to be repurchased at any time, the

Trustee will select Senior Secured Notes for redemption or repurchase in compliance with the requirements of the Irish StockExchange or any other principal national securities exchange, if any, on which the Senior Secured Notes are then admitted totrading, and in compliance with the requirements of Euroclear or Clearstream, as applicable, or, if the Senior Secured Notesare not so admitted to trading or such exchange prescribes no method of selection and the Senior Secured Notes are not heldthrough Euroclear or Clearstream, as applicable, or Euroclear or Clearstream, as applicable, prescribes no method ofselection, on a pro rata basis, to the extent practicable; provided, however, that no Senior Secured Note of £50,000 inaggregate principal amount or less, or other than in an integral multiple of £1,000 (or, in the case of Senior Secured ToggleNotes, an integral multiple of £1.00) in excess thereof, shall be redeemed in part.

For so long as the Senior Secured Notes are listed on the Irish Stock Exchange and admitted to trading on theAlternative Securities Market thereof and the guidelines of the Irish Stock Exchange so require, the Issuer shall deliver noticeof redemption to the Companies Announcement Office in Dublin and, with respect to Definitive Registered Senior SecuredNotes only, mail such notice to senior secured noteholders by first-class mail, postage prepaid, at their respective addresses asthey appear on the registration books of the Registrar (or otherwise deliver such notice in accordance with applicableEuroclear and Clearstream procedures), in each case not less than 30 nor more than 60 days prior to the redemption date.

If any Senior Secured Note is to be redeemed in part only, the notice of redemption that relates to that Senior SecuredNote shall state the portion of the principal amount thereof to be redeemed. In the case of a Definitive Registered SeniorSecured Note, a new Senior Secured Note in principal amount equal to the unredeemed portion of the original Senior SecuredNote will be issued in the name of the senior secured noteholder thereof upon cancellation of the original Senior SecuredNote. In the case of a Global Senior Secured Note, an appropriate notation will be made on such Senior Secured Note todecrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of theapplicable redemption notice, Senior Secured Notes called for redemption become due on the date fixed for redemption. Onand after the redemption date, interest ceases to accrue on Senior Secured Notes or portions of them called for redemption.

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Mandatory Redemption; Offers to Purchase; Open Market PurchasesThe Issuer is not required to make any mandatory redemption or sinking fund payments with respect to the Senior

Secured Notes. However, under certain circumstances, the Issuer may be required to offer to purchase Senior Secured Notesas described under the captions “Description of the Senior Secured Notes—Change of Control” and “Description of theSenior Secured Notes—Certain Covenants—Asset Sales.” We may at any time and from time to time purchase SeniorSecured Notes in the open market or otherwise.

Redemption for Taxation ReasonsThe Issuer may redeem the Senior Secured Notes, at its option, in whole, but not in part, at any time upon giving not

less than 30 nor more than 60 days’ notice to the senior secured noteholders (which notice will be irrevocable) at aredemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the datefixed for redemption (a “Tax Redemption Date”) (subject to the right of senior secured noteholders of record on the relevantrecord date to receive interest due on the relevant interest payment date) and all Additional Amounts (as defined under“Description of the Senior Secured Notes—Withholding Taxes” below), if any, then due and that will become due on the TaxRedemption Date as a result of the redemption or otherwise, if any, if the Issuer determines in good faith that, as a result of:

(1) any change in, or amendment to, the law or treaties (or any regulations or rulings promulgated thereunder) of aRelevant Taxing Jurisdiction (as defined under “Description of the Senior Secured Notes—Withholding Taxes” below)affecting taxation; or

(2) any change in position regarding the application, administration or interpretation of such laws, treaties, regulationsor rulings (including a holding, judgment or order by a court of competent jurisdiction) (each of the foregoing in clauses(1) and (2), a “Change in Tax Law”), the Issuer, with respect to its Senior Secured Notes, or any Senior Secured NoteGuarantor, with respect to a Senior Secured Note Guarantee, as the case may be, is, or on the next interest payment date inrespect of the Senior Secured Notes would be, required to pay any Additional Amounts, and such obligation cannot beavoided by taking reasonable measures available to the Issuer or such Senior Secured Note Guarantor (including, for theavoidance of doubt, the appointment of a new Paying Agent or, where such payment would be reasonable, the paymentthrough the Issuer or a Senior Secured Note Guarantor).

In the case of the Issuer or any Senior Secured Note Guarantor as of the Issue Date, the Change in Tax Law mustbecome effective on or after the date of the Listing Particulars. In the case of any Person becoming a Senior Secured NoteGuarantor after the Issue Date or in the case of any successor of any Person specified in the preceding sentence, the Changein Tax Law must become effective on or after the date that such Person became a Senior Secured Note Guarantor or such asuccessor. Notice of redemption for taxation reasons will be published in accordance with the procedures described under“Description of the Senior Secured Notes—Selection and Notice.” Notwithstanding the foregoing, no such notice ofredemption will be given (a) earlier than 90 days prior to the earliest date on which the Payor (as defined below) would beobliged to make such payment of Additional Amounts and (b) unless at the time such notice is given, such obligation to paysuch Additional Amounts remains in effect. Prior to the publication, mailing or delivery of any notice of redemption of theSenior Secured Notes pursuant to the foregoing, the Issuer will deliver to the Trustee (a) an Officers’ Certificate stating that itis entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right soto redeem have been satisfied and (b) an opinion of an independent tax counsel of recognized standing to the effect that thecircumstances referred to above exist. The Trustee will accept such Officers’ Certificate and opinion as sufficient evidence ofthe satisfaction of the conditions precedent described above, in which event it will be conclusive and binding on the seniorsecured noteholders.

Withholding TaxesAll payments made by the Issuer, any Senior Secured Note Guarantor or a successor of any of the foregoing (each, a

“Payor”) on the Senior Secured Notes or the Senior Secured Note Guarantees will be made free and clear of and withoutwithholding or deduction for, or on account of, any Taxes unless the withholding or deduction of such Taxes is then requiredby law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of:

(1) the United Kingdom, the Cayman Islands or, in each case, any political subdivision or governmental authoritythereof or therein having power to tax;

(2) any jurisdiction from or through which payment on the Senior Secured Notes or any Senior Secured NoteGuarantee is made, or any political subdivision or governmental authority thereof or therein having the power to tax; or

(3) any other jurisdiction in which the Payor is organized or otherwise considered to be a resident for tax purposes, orany political subdivision or governmental authority thereof or therein having the power to tax,(each of clause (1), (2) and (3), a “Relevant Taxing Jurisdiction”), will at any time be required from any payments made withrespect to the Senior Secured Notes, including payments of principal, redemption price, interest or premium, if any, the Payorwill pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that

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the net amounts received in respect of such payments by the senior secured noteholders or the Trustee, as the case may be,after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will notbe less than the amounts that would have been received in respect of such payments on the Senior Secured Notes in theabsence of such withholding or deduction; provided, however, that no such Additional Amounts will be payable for or onaccount of:

(1) any Taxes that would not have been so imposed but for the existence of any present or former connection betweenthe relevant senior secured noteholder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor ofpower over the relevant senior secured noteholder, if the relevant senior secured noteholder is an estate, nominee, trust,partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction (including being a citizen orresident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in,the Relevant Taxing Jurisdiction) but excluding, in each case, any connection arising solely from the acquisition, ownershipor holding of such Senior Secured Note or the receipt of any payment in respect thereof;

(2) any Taxes that would not have been so imposed if the holder of the Senior Secured Note had made a declaration ofnonresidence or any other claim or filing for exemption to which it is entitled (provided that (x) such declaration ofnonresidence or other claim or filing for exemption is required by the applicable law of the Relevant Taxing Jurisdiction as aprecondition to exemption from the requirement to deduct or withhold all or a part of any such Taxes and (y) at least 30 daysprior to the first payment date with respect to which such declaration of nonresidence or other claim or filing for exemption isrequired under the applicable law of the Relevant Taxing Jurisdiction with respect to such payment, the relevant holder at thattime has been notified in writing by the Payor or any other person through whom payment may be made that a declaration ofnonresidence or other claim or filing for exemption is required to be made);

(3) any Taxes that are payable otherwise than by withholding from a payment of the principal of, premium, if any, orinterest on the Senior Secured Notes or under any Senior Secured Note Guarantee;

(4) any estate, inheritance, gift, sales, excise, transfer, personal property or similar tax, assessment or othergovernmental charge;

(5) any Taxes that are required to be deducted or withheld on a payment to an individual pursuant to the Directive orany law implementing, or introduced in order to conform to, the Directive;

(6) except in the case of the liquidation, dissolution or winding-up of the Payor, any Taxes imposed in connection witha Senior Secured Note presented for payment by or on behalf of a senior secured noteholder or beneficial owner who wouldhave been able to avoid such Tax by presenting the relevant Senior Secured Note to, or otherwise accepting payment from,another paying agent in a member state of the European Union; or

(7) any combination of the above.Such Additional Amounts will also not be payable (x) if the payment could have been made without such deduction or

withholding if the beneficiary of the payment had presented the Senior Secured Note for payment (where presentation isrequired) within 30 days after the relevant payment was first made available for payment to the senior secured noteholder or(y) where, had the beneficial owner of the Senior Secured Note been the holder of the Senior Secured Note, such beneficialowner would not have been entitled to payment of Additional Amounts by reason of any of clauses (1) to (7) inclusive above.

The Payor will (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld tothe Relevant Taxing Jurisdiction in accordance with applicable law. The Payor will use all reasonable efforts to obtaincertified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant TaxingJurisdiction imposing such Taxes and will provide such certified copies to the Trustee. Such copies shall be made available tothe senior secured noteholders upon request and will be made available at the offices of the Paying Agent in Dublin if theSenior Secured Notes are then listed on the Irish Stock Exchange and admitted to trading on the Alternative SecuritiesMarket thereof. The Payor will attach to each certified copy a certificate stating (x) that the amount of withholding Taxesevidenced by the certified copy was paid in connection with payments in respect of the principal amount of Senior SecuredNotes then outstanding and (y) the amount of such withholding Taxes paid per £1,000 principal amount of the Senior SecuredNotes.

If any Payor will be obligated to pay Additional Amounts under or with respect to any payment made on the SeniorSecured Notes, at least 30 days prior to the date of such payment, the Payor will deliver to the Trustee an Officers’ Certificatestating the fact that Additional Amounts will be payable and the amount so payable and such other information necessary toenable the Paying Agent to pay Additional Amounts to senior secured noteholders on the relevant payment date (unless suchobligation to pay Additional Amounts arises less than 45 days prior to the relevant payment date, in which case the Payorshall deliver such Officers’ Certificate as promptly as practicable after the date that is 30 days prior to the payment date).

Wherever in the Senior Secured Indenture, the Senior Secured Notes, any Senior Secured Note Guarantee or this“Description of the Senior Secured Notes” there are mentioned, in any context:

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(1) the payment of principal,(2) redemption prices or purchase prices in connection with a redemption or purchase of Senior Secured Notes,(3) interest, or(4) any other amount payable on or with respect to any of the Senior Secured Notes or any Senior Secured Note

Guarantee,such reference shall be deemed to include payment of Additional Amounts as described under this heading to the extent that,in such context, Additional Amounts are, were or would be payable in respect thereof.

The Payor will pay any present or future stamp, court or documentary taxes, or any other excise, property or similartaxes, charges or levies that arise in any jurisdiction from the execution, delivery, registration or enforcement of any SeniorSecured Notes, the Senior Secured Indenture, or any other document or instrument in relation thereto (other than a transfer ofthe Senior Secured Notes) excluding any such taxes, charges or similar levies imposed by any jurisdiction that is not aRelevant Taxing Jurisdiction, and the Payor agrees to indemnify the senior secured noteholders for any such taxes paid bysuch senior secured noteholders. The foregoing obligations will survive any termination, defeasance or discharge of theSenior Secured Indenture and will apply mutatis mutandis to any jurisdiction in which any successor to a Payor or any SeniorSecured Note Guarantor is organized or otherwise considered to be a resident for tax purposes or any political subdivision ortaxing authority or agency thereof or therein.

RankingThe indebtedness evidenced by the Senior Secured Notes will be Senior Indebtedness of the Issuer, will be equal in

right of payment to all existing and future Senior Indebtedness of the Issuer and will be senior in right of payment to allexisting and future Subordinated Indebtedness of the Issuer and any existing and future Subordinated Shareholder Funding.

The indebtedness evidenced by the Senior Secured Note Guarantees will be Senior Indebtedness of the applicableSenior Secured Note Guarantor, will be equal in right of payment to all existing and future Senior Indebtedness of suchSenior Secured Note Guarantor including such Senior Secured Note Guarantor’s guarantee of the Revolving Credit Facility,and will be senior in right of payment to all existing and future Subordinated Indebtedness of such Senior Secured NoteGuarantor.

At December 31, 2006, on a pro forma basis after giving effect to the Transactions;(1) the Issuer and its Subsidiaries would have had £497.2 million of Senior Secured Indebtedness outstanding

(excluding £72.8 million of availability under the Revolving Credit Facility), consisting of the Senior SecuredNotes, the Senior Secured Note Guarantees and £27.2 million drawn under the Revolving Credit Facility (thesenior secured noteholders will receive proceeds of the Collateral after the lenders under the Revolving CreditFacility and counterparties under specified Hedging Obligations in the event of foreclosure or in any bankruptcy,insolvency or other similar event);

(2) the Issuer and its Subsidiaries would have had £170 million of unsecured or second-priority secured SeniorIndebtedness outstanding, consisting of the Senior Notes and Guarantees of the Senior Notes; and

(3) the Issuer and its Subsidiaries would have had no Subordinated Indebtedness outstanding.Although the Senior Secured Indenture will limit the Incurrence of Indebtedness by the Issuer and its Restricted

Subsidiaries and the issuance of Disqualified Stock and Preferred Stock by the Restricted Subsidiaries, such limitation issubject to a number of significant qualifications and exceptions. Under certain circumstances, the Issuer and its Subsidiariesmay be able to Incur substantial amounts of Indebtedness. Such Indebtedness may be Secured Indebtedness. See “Descriptionof the Senior Secured Notes—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of DisqualifiedStock and Preferred Stock” and “Description of the Senior Secured Notes—Certain Covenants—Liens.”

Substantially all of the operations of the Issuer are conducted through its Subsidiaries. Unless a Subsidiary is a SeniorSecured Note Guarantor, claims of creditors of such Subsidiary, including trade creditors, and claims of preferredstockholders (if any) of such Subsidiary generally will have priority with respect to the assets and earnings of such Subsidiaryover the claims of creditors of the Issuer, including holders of the Senior Secured Notes. The Senior Secured Notes,therefore, will be effectively subordinated to creditors (including trade creditors) and preferred stockholders (if any) ofSubsidiaries of the Issuer that are not Senior Secured Note Guarantors. Subsidiaries of the Issuer that are not Senior SecuredNote Guarantors, or will not be Senior Secured Note Guarantors after completion of the financial assistance “whitewash”procedures referenced in “Description of the Senior Secured Notes—Certain Covenants—Whitewash”, had £13.2 million oftotal liabilities, including trade payables but excluding intercompany indebtedness, outstanding as of December 31, 2006. See“Risk Factors—Risks Relating to the Notes and Our Capital Structure—The notes will be structurally subordinated to theliabilities of non-guarantor subsidiaries.”

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Senior Secured Note GuaranteesImmediately following completion of the financial assistance “whitewash” procedures referenced in “Description of

the Senior Secured Notes—Certain Covenants—Whitewash”, each of the Initial Senior Secured Note Guarantors will jointlyand severally irrevocably and unconditionally guarantee on a senior secured basis the performance and punctual paymentwhen due, whether at Stated Maturity, by acceleration or otherwise, of all obligations of the Issuer under the Senior SecuredIndenture and the Senior Secured Notes, whether for payment of principal of, premium, if any, or interest on the SeniorSecured Notes, expenses, indemnification or otherwise (all such obligations guaranteed by such Initial Senior Secured NoteGuarantors and by any of the Issuer’s Subsidiaries that subsequently become Senior Secured Note Guarantors being hereincalled the “Guaranteed Obligations”). Such Initial Senior Secured Note Guarantors and any of the Issuer’s Subsidiaries thatsubsequently become Senior Secured Note Guarantors will agree to pay, in addition to the amount stated above, any and allexpenses (including reasonable counsel fees and expenses) Incurred by the Trustee or the holders in enforcing any rightsunder the Senior Secured Note Guarantees.

The obligations of the Senior Secured Note Guarantors under their Senior Secured Note Guarantees will be limited asnecessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyanceor transfer, voidable preference, financial assistance, corporate benefit, capital maintenance or similar laws, regulations ordefenses affecting the rights of creditors generally) or other considerations under applicable law. See “Risk Factors—RiskFactors Relating to the Notes and Our Capital Structure—Corporate benefit and financial assistance laws and otherlimitations on the guarantees and security may adversely affect the validity and enforceability of the guarantees of the notesand, with respect to the senior secured notes, the security granted by the guarantors.”

In addition to the obligation of the Issuer regarding the financial assistance “whitewash” procedures described under“Description of the Senior Secured Notes—Certain Covenants—Whitewash”, after the Issue Date, the Issuer will cause eachRestricted Subsidiary (unless such Subsidiary is a Receivables Subsidiary) that incurs or guarantees certain Indebtedness toexecute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary will guaranteepayment of the Senior Secured Notes on the same basis. See “Description of the Senior Secured Notes—Certain Covenants—Future Senior Secured Note Guarantors.”

Each Senior Secured Note Guarantee will be a continuing guarantee and shall:(1) remain in full force and effect until payment in full of all the Guaranteed Obligations;(2) subject to the next succeeding paragraph, be binding upon each such Senior Secured Note Guarantor and its

successors; and(3) inure to the benefit of and be enforceable by the Trustee, the holders and their successors, transferees and

assigns.Subject to the Intercreditor Agreement, a Senior Secured Note Guarantee of a Senior Secured Note Guarantor will be

automatically released upon:(1) the sale, disposition, exchange or other transfer (including through merger, consolidation or otherwise) of the

Capital Stock (including any sale, disposition or other transfer following which the applicable Senior SecuredNote Guarantor is no longer a Restricted Subsidiary), of the applicable Senior Secured Note Guarantor if suchsale, disposition, exchange or other transfer is made in compliance with, and the release is otherwise incompliance with, the Senior Secured Indenture and the Intercreditor Agreement;

(2) the Issuer designating such Senior Secured Note Guarantor to be an Unrestricted Subsidiary in accordance withthe covenants described under “Description of the Senior Secured Notes—Certain Covenants—Limitation onRestricted Payments” and the definition of “Unrestricted Subsidiary;”

(3) the release or discharge of such Restricted Subsidiary from the guarantee of Indebtedness of the Issuer or anyRestricted Subsidiary or the repayment of the Indebtedness (except in each case a discharge or release by or as aresult of payment under such guarantee) that resulted in the obligation to guarantee the Senior Secured Notes ifsuch Senior Secured Note Guarantor would not then otherwise be required to guarantee the Senior Secured Notesunder the Senior Secured Indenture, provided that, if such Person has incurred any Indebtedness or issued anyDisqualified Stock in reliance on its status as a Senior Secured Note Guarantor under the covenant “—CertainCovenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,”such Senior Secured Note Guarantor’s obligations under such Indebtedness or Disqualified Stock, as the casemay be, so Incurred are satisfied in full and discharged or are otherwise permitted to be Incurred under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and PreferredStock;” and

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(4) the Issuer’s exercise of its legal defeasance option or covenant defeasance option as described under “Descriptionof the Senior Secured Notes—Defeasance,” or if the Issuer’s obligations under the Senior Secured Indenture aredischarged in accordance with the terms of the Senior Secured Indenture.

In the event that a Senior Secured Note Guarantor is released from its obligations under a Subsidiary Guarantee at atime when the Senior Secured Notes are listed on the Irish Stock Exchange and admitted to trading on the AlternativeSecurities Market thereof, the Issuer will, to the extent the guidelines of the Irish Stock Exchange so require, notify the IrishStock Exchange.

SecurityGeneral

Pursuant to various Security Documents, the Issuer and, subject to completion of financial assistance “whitewash”procedures described under “Description of the Senior Secured Notes—Certain Covenants—Whitewash,” each SeniorSecured Note Guarantor will grant to Deutsche Bank AG, London Branch, as Security Agent, first priority liens and securityinterests, the benefit of which will be subject in an enforcement to the priority liens securing the Revolving Credit Facilityand certain Hedging Obligations (the “Priority Liens”), in all of the following (together with the pledge of capital stock of theIssuer by Holdings as described below, the “Collateral”), subject to the grant of further Permitted Collateral Liens:

(a) all present and future shares of capital stock of (or other ownership or profit interest in) each of its present andfuture direct subsidiaries and material joint venture entities, including, without limitation, all of the equity interest in theIssuer and the Company;

(b) all present and future intercompany debt of the Issuer and each Senior Secured Note Guarantor;(c) all of the present and future property and assets, tangible and intangible, of the Issuer and each Senior Secured Note

Guarantor other than any such property or assets in relation to which the consent of a third party is required prior to thecreation of any lien or security over such property or assets, which shall not be subject to any liens or security until suchconsents are received, and which consents we will use all reasonable endeavors to obtain as soon as practicable; and

(d) all proceeds and products of the property and assets described in clauses (a), (b) and (c) above.In addition, Holdings will grant to Deutsche Bank AG, London Branch, as Security Agent, a first priority pledge of all

present and future capital stock of the Issuer.The agreements, debentures or other instruments to be entered into between, inter alios, the Security Agent, Holdings,

the Issuer and the Senior Secured Note Guarantors pursuant to which security interests in the Collateral are granted to securethe Senior Secured Notes and the Senior Secured Note Guarantees from time to time are referred to as the “SecurityDocuments”. Each Security Document is governed by English law. Since the Holders are not parties to the SecurityDocuments, Holders may not, individually or collectively, take any direct action to enforce any rights in their favor under theSecurity Documents. The Holders may only act by instructing the Trustee to act through the Security Agent.

Pledges of all of the Collateral to be pledged by Holdings and the Issuer will be pledged to the Security Agent on theIssue Date. Pledges of all of the Collateral to be pledged by the Company and the other Senior Secured Note Guarantors willbe unable to be provided on the Issue Date due to applicable financial assistance rules.

Notwithstanding the foregoing:(i) Liens in respect of the Excluded Assets shall be limited to floating charges (or an equivalent Lien where

applicable) and shall not be required unless such floating charge also secures (or when granted, also secured)other Collateral;

(ii) the Collateral will not include those assets as to which the costs of obtaining such Lien are excessive in relationto the value of the security to be afforded thereby;

(iii) each Senior Secured Note Guarantor will not be required to give guarantees or grant Liens over its assets if to doso:

(1) is not within the legal capacity of the relevant Senior Secured Note Guarantors;(2) would contravene any applicable legal prohibition (including fraudulent conveyance or transfer, voidable

preference, financial assistance, corporate benefit, capital maintenance or similar applicable laws orregulations);

(3) would conflict with the fiduciary duties of the directors of the relevant Group member and the samewould have the potential to result in a risk of personal or criminal liability on the part of any suchdirector; or

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(4) would have a material adverse effect on the ability of such Senior Secured Note Guarantor to conduct itsoperations and business in the ordinary course as otherwise permitted by the Senior Secured Indenture,

provided, that the Issuer and such Senior Secured Note Guarantor shall use reasonable endeavors to overcomeany such obstacle and provided, further, that the limitations set forth in clause (iii) above shall not limit theobligations of the Issuer under the covenant described under “Description of the Senior Secured Notes—CertainCovenants—Whitewash.”

(such limitations, the “Agreed Security Principles”).Subject to the Agreed Security Principles, if property is acquired by the Issuer or a Senior Secured Note Guarantor that

is not automatically subject to a perfected security interest under the Security Documents, then the Issuer or relevant SeniorSecured Note Guarantor will within five days provide security over such property in favor of the Security Agent and delivercertain certificates and opinions in respect thereof as specified in the Senior Secured Indenture. See “Description of theSenior Secured Notes—Certain Covenants—After-Acquired Property.”

Subject to certain conditions, including compliance with the covenants described under “Description of the SeniorSecured Notes—Certain Covenants—Impairment of Security Interest” and “Description of the Senior Secured Notes—Certain Covenants—Liens,” the Issuer is permitted to pledge the Collateral in connection with future issuances of itsIndebtedness, including any Additional Senior Secured Notes, or Indebtedness of its Restricted Subsidiaries, in each casepermitted under the Senior Secured Indenture and on terms consistent with the relative priority of such Indebtedness.

No appraisals of any of the Collateral have been prepared by or on behalf of the Issuer in connection with the issuanceof the Senior Secured Notes and the Senior Secured Note Guarantees. By its nature, some or all of the Collateral will beilliquid and may have no readily ascertainable market value. Accordingly, there can be no assurance that the Collateral willbe able to be sold in a short period of time or at all.

We estimate that the fair market value of the Collateral on the Issue Date will be less than the amounts due under ourSecured Indebtedness, including the Senior Secured Notes. We expect that this will also be the case in the future. See “RiskFactors—Risks Relating to the Notes and Our Capital Structure—Our obligations under our secured indebtedness, includingthe notes, exceed the fair market value of the collateral securing such indebtedness and the value of such collateral may notbe sufficient to satisfy our obligations under the senior secured notes or the related guarantees.”

PriorityThe relative priority among (a) the lenders under the Revolving Credit Facility, (b) the counterparties under certain

Hedging Obligations, (c) the Trustee and the Holders under the Senior Secured Indenture and (d) the Trustee and the Holdersunder the indenture governing the Senior Notes with respect to the security interest in the Collateral that is created by theSecurity Documents and secures obligations under the Senior Secured Notes or the Senior Secured Note Guarantees and theSenior Secured Indenture (the “Security Interest”) is established by the terms of the Intercreditor Agreement, the SeniorSecured Indenture, the indenture governing the Senior Notes, the Security Documents and the security documents relating tothe Revolving Credit Facility, such Hedging Obligations and the Senior Notes, which provide that:

(a) all obligations under the Senior Secured Notes, the Revolving Credit Facility and certain Hedging Obligations aresecured equally and ratably by a first-priority interest in the Collateral, but any liabilities in respect of debt secured byPriority Liens (including the Revolving Credit Facility and certain Hedging Obligations) will be repaid prior to the repaymentof the Senior Secured Notes; and

(b) the obligations under the Senior Notes will be secured by a second-priority interest in the equity interests held byHoldings in the Issuer and the equity interests held by the Issuer in the Company.

SharingPursuant to the Intercreditor Agreement and the terms of the Security Documents, the Security Agent will act on behalf

of, and the Collateral will be shared equally and ratably among, all Indebtedness entitled to first-ranking security under theSenior Secured Indenture. This Indebtedness includes the Senior Secured Notes, obligations under the Revolving CreditFacility, certain Hedging Obligations and any other Indebtedness designated by the Issuer as “Senior Secured Liabilities” incompliance with the terms of the Senior Secured Indenture. Indebtedness shall constitute “Senior Secured Liabilities” only if,among other things:

(a) it is Senior Indebtedness that is permitted to be Incurred by the terms of the Senior Secured Indenture;(b) the Lien granted over the Collateral would be a Permitted Collateral Lien;(c) it is so designated in writing by the Issuer; and(d) the Lenders of such Senior Secured Liabilities or their Representative accede to the Intercreditor Agreement in such

capacity.

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The Intercreditor Agreement will also provide for additional Senior Indebtedness to be incurred on a second prioritybasis and secured equally and ratably with and to the extent of other such Indebtedness (“Senior Second-Lien SecuredLiabilities”), but junior in priority of recovery to Senior Secured Liabilities, if, among other things:

(a) it is Indebtedness that is permitted to be Incurred by the terms of the Senior Secured Indenture;(b) the Lien granted over the Collateral would be a Permitted Collateral Lien;(c) it is so designated in writing by the Issuer; and(d) the lenders of such Senior Second-Lien Secured Liabilities or their representative accede to the Intercreditor

Agreement in such capacity.Each of the Security Documents will provide that they may be amended to allow for the securing of additional Senior

Secured Liabilities or Senior Second-Lien Secured Liabilities pursuant to such Security Documents or to allow for sharingarrangements with any such Senior Secured Liabilities or Senior Second-Lien Secured Liabilities, in each case, on a basisthat is consistent with the ranking described herein. Such amendments shall be made without the consent of the Holdersprovided such Indebtedness is permitted by the Senior Secured Indenture, Officers’ Certificates and Opinions of Counselhave been delivered to the Trustee and the Security Agent, and the Trustee and the Security Agent shall (in each case, havingbeen indemnified and/or secured to its satisfaction) enter into such amendments. Each of the Security Documents may also bereleased or amended in the circumstances described under “Description of the Senior Secured Notes—Releases” and“Description of the Senior Secured Notes—Certain Covenants—Impairment of Security Interest.”

Administration of SecurityThe Security Documents and the Collateral will be administered by the Security Agent pursuant to an Intercreditor

Agreement for the benefit of all holders of Secured Indebtedness. The ability of the Security Agent to enforce the securityinterests in the Collateral is restricted by the terms of the Intercreditor Agreement by reference to the interests of the lendersunder the Revolving Facility Agreement and the counterparties to certain Hedging Obligations. See “Description of OtherIndebtedness—Intercreditor Agreement”. It may also be restricted by similar arrangements in relation to future Indebtednessthat is secured by the Collateral in compliance with the Senior Secured Indenture.

The ability of holders of the Senior Secured Notes to realize upon the Collateral will be subject to various bankruptcylaw limitations in the event of the Issuer’s bankruptcy. See “Risk Factors—Risks Relating to the Notes and Our CapitalStructure—Your rights as a creditor may not be the same under Cayman Islands or English insolvency laws as under US orother insolvency laws.”

Subject to the terms of the Security Documents, Holdings, the Issuer and the Senior Secured Note Guarantors will havethe right to remain in possession and retain exclusive control over the Collateral securing the Senior Secured Notes (otherthan as set forth in the Security Documents), to freely operate the Collateral and to collect, invest and dispose of any incometherefrom.

The creditors under the Revolving Credit Facility and the Trustee for the Senior Secured Notes have, and by acceptinga Senior Secured Note, each holder thereof will be deemed to have:

• irrevocably appointed Deutsche Bank AG, London Branch as Security Agent to act as its agent and under theIntercreditor Agreement and the other relevant documents to which it is a party (including, without limitation, theSecurity Documents); and

• irrevocably authorized the Security Agent to (i) perform the duties and exercise the rights, powers and discretionsthat are specifically given to it under the Intercreditor Agreement or other documents to which it is a party,together with any other incidental rights, power and discretions; and (ii) execute each document expressed to beexecuted by the Security Agent on its behalf.

Enforcement of SecurityThe Intercreditor Agreement contains procedures with respect to the coordination of instructions from representatives

of holders of debt secured by the Priority Liens (including the Revolving Credit Facility and certain Hedging Obligations)(the “Priority Representatives”) with respect to the security interests in the Collateral, including a mandatory consultationperiod. If the instructions given to the Security Agent by the Priority Representatives conflict with those of therepresentatives of the majority of the holders of the Senior Secured Notes, and such conflict is not resolved in a mandatoryconsultation period (that ends under certain circumstances), the Security Agent will enforce such security interests inaccordance with certain enforcement principles, which provide for the maximizing, so far as is consistent with prompt andexpeditious enforcement of such security interests, the recovery of the creditors in respect of the indebtedness secured by thePriority Liens and the Senior Indebtedness of the Senior Secured Note Guarantors. See “Description of Other Indebtedness—Intercreditor Agreement.”

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For the purposes of the Intercreditor Agreement, “Enforcement Action” means:(a) in relation to any Liabilities (other than Hedging Liabilities) (each as defined in the Intercreditor Agreement),

any action whatsoever to enforce rights and exercise remedies (including any right of setoff) with respect to anysecurity interest in the Collateral (including making determinations regarding the release, disposition orrestrictions with respect to any Collateral), or to commence or seek to commence any action or proceeding withrespect to such rights or remedies (including any foreclosure action or proceeding or any insolvency orliquidation proceeding).

(b) in relation to any Hedging Liabilities:(i) any action to declare an Early Termination Date under any Hedging Document (as defined in the

Intercreditor Agreement) or demand payment of any amount which would become payable following anEarly Termination Date; or

(ii) the occurrence of an Early Termination Date as a result of Automatic Early Termination for which anObligor is the Defaulting Party (and for this purpose “Early Termination Date”, “Automatic EarlyTermination” and “Defaulting Party” shall have the meanings given to them in the applicable HedgingDocument),

provided that in the case of both paragraphs (a) and (b) above, the taking of any action (not falling within paragraph(a) above) necessary to preserve the validity and existence of claims, including, without limitation, the registration of suchclaims before any court or governmental authority shall not constitute Enforcement Action (including, for the avoidance ofdoubt, any lawful action against any Finance Party (as defined in the Intercreditor Agreement) (or any agent, trustee orreceiver acting on behalf of such Finance Party) to challenge the basis on which any sale or disposal of any assets subject tothe Security Documents is being implemented).

ReleasesThe Security Interests will be released:(a) upon payment in full of principal, interest and all other Obligations on the Senior Secured Notes issued under the

Senior Secured Indenture or discharge or defeasance thereof;

(b) upon release of a Senior Secured Note Guarantee (with respect to the Liens securing such Senior Secured NoteGuarantee granted by such Senior Secured Note Guarantor);

(c) as long as there is no Event of Default outstanding under the Senior Secured Indenture, in the event of a sale ordisposition of assets included in the Collateral, upon the provision of an Officers’ Certificate and Opinion of Counsel to theTrustee and the Security Agent to the effect that such sale or disposition is in compliance with the Senior Secured Indenture,including but not limited to the provisions described under “Description of the Senior Secured Notes—Certain Covenants—Asset Sales;” or

(d) following a Default under the Senior Secured Indenture or a default under any other Indebtedness secured by theCollateral, pursuant to an Enforcement Action. See “Description of Other Indebtedness—Intercreditor Agreement.”

In addition, the Liens on the Collateral created by the Security Documents will be released in accordance with theIntercreditor Agreement or if the applicable Subsidiary of which such Capital Stock or assets are pledged or assigned isredesignated as an Unrestricted Subsidiary in compliance with the covenant entitled “Description of the Senior SecuredNotes—Certain Covenants—Limitation on Restricted Payments,” upon the provision of an Officers’ Certificate and Opinionof Counsel to the Trustee and the Security Agent.

Upon certification by the Issuer, the Trustee and the Security Agent shall take all necessary actions, including thegranting of releases or waivers under the Intercreditor Agreement, to effectuate any release in accordance with theseprovisions, subject to customary protections and indemnifications. The Security Agent and/or the Trustee (as applicable) willagree to any release of the Liens on the Collateral created by the Security Documents that is in accordance with the SeniorSecured Indenture and the Intercreditor Agreement without requiring any consent of the Holders.

Change of ControlUpon the occurrence of any of the following events (each, a “Change of Control”), each holder will have the right to

require the Issuer to repurchase all or any part of such holder’s Senior Secured Notes at a purchase price in cash equal to101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the rightof holders of record on the relevant record date to receive interest due on the relevant interest payment date), except to theextent the Issuer has previously elected to redeem Senior Secured Notes as described under “Description of the SeniorSecured Notes—Optional Redemption:”

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(1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all the assets of theIssuer and its Subsidiaries, taken as a whole, to a Person other than, directly or indirectly, any of the PermittedHolders; or

(2) the Issuer becomes aware (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act,proxy, vote, written notice or otherwise) of the acquisition by any Person or group (within the meaning ofSection 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any groupacting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1)under the Exchange Act), other than any of the Permitted Holders, in a single transaction or in a related series oftransactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership(within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), of more than 50% of thetotal voting power of the Voting Stock of the Issuer or any direct or indirect parent of the Issuer. Notwithstandingthe foregoing, a Specified Merger/Transfer Transaction shall not constitute a Change of Control.

In the event that at the time of such Change of Control the terms of any bank indebtedness restrict or prohibit therepurchase of Senior Secured Notes pursuant to this covenant, then prior to the mailing (or delivery) of the notice to holdersprovided for in the immediately following paragraph but in any event within 45 days following any Change of Control, theIssuer shall:

(1) repay in full all such bank indebtedness or, if doing so will allow the purchase of Senior Secured Notes, offer torepay in full all such bank indebtedness and repay the bank indebtedness of each lender that has accepted suchoffer; or

(2) obtain the requisite consent under the agreements governing such bank indebtedness to permit the repurchase ofthe Senior Secured Notes as provided for in the immediately following paragraph.

Within 45 days following any Change of Control, except to the extent that the Issuer has exercised its right to redeemthe Senior Secured Notes by delivery of a notice of redemption as described under “Description of the Senior SecuredNotes—Optional Redemption,” or all conditions to such redemption have been satisfied or waived, the Issuer shall mail (orotherwise deliver in accordance with applicable Euroclear and Clearstream procedures) a notice (a “Change of ControlOffer”) to each holder with a copy to the Trustee stating:

(1) that a Change of Control has occurred and that such holder has the right to require the Issuer to repurchase suchholder’s Senior Secured Notes at a repurchase price in cash equal to 101% of the principal amount thereof, plusaccrued and unpaid interest, if any, to the date of repurchase (subject to the right of holders of record on a recorddate to receive interest on the relevant interest payment date) (the “Change of Control Payment”);

(2) the circumstances and relevant facts and financial information regarding such Change of Control;(3) the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is

mailed or delivered) (the “Change of Control Payment Date”); and(4) the instructions determined by the Issuer, consistent with this covenant, that a holder must follow in order to have

its Senior Secured Notes purchased.A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of

Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.In addition, the Issuer will not be required to make a Change of Control Offer upon a Change of Control if a third party

makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth inthe Senior Secured Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Senior SecuredNotes validly tendered and not withdrawn under such Change of Control Offer.

On the Change of Control Payment Date, if the Change of Control shall have occurred, the Issuer will, to the extentlawful:

(1) accept for payment all Senior Secured Notes properly tendered pursuant to the Change of Control Offer;(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Senior

Secured Notes so tendered;(3) deliver or cause to be delivered to the Trustee an Officers’ Certificate stating the Senior Secured Notes or

portions of the Senior Secured Notes being purchased by the Issuer in the Change of Control Offer;(4) in the case of Global Senior Secured Notes, deliver, or cause to be delivered, to the principal Paying Agent the

Global Senior Secured Notes in order to reflect thereon the portion of such Notes or portions thereof that havebeen tendered to and purchased by the Issuer; and

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(5) in the case of Definitive Registered Senior Secured Notes, deliver, or cause to be delivered, to the relevantRegistrar for cancellation all Definitive Registered Senior Secured Notes accepted for purchase by the Issuer.

The Paying Agent will promptly mail (or otherwise deliver in accordance with applicable Euroclear and Clearstreamprocedures) to each holder of Senior Secured Notes so tendered the Change of Control Payment for such Senior SecuredNotes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder of SeniorSecured Notes a new Senior Secured Note equal in principal amount to the unpurchased portion of the Senior Secured Notessurrendered, if any; provided that each such new Senior Secured Note will be in a principal amount that is at least £50,000and integral multiples of £1,000 (or, in the case of Senior Secured Toggle Notes, integral multiples of £1.00) in excessthereof.

For so long as the Senior Secured Notes are listed on the Irish Stock Exchange and admitted to trading on theAlternative Securities Market thereof and the guidelines of such exchange so require, the Issuer will give notice with respectto the results of the Change of Control Offer to the Companies Announcement Office in Dublin.

Senior Secured Notes repurchased by the Issuer or an Affiliate pursuant to a Change of Control Offer will have thestatus of Senior Secured Notes issued but not outstanding or will be retired and canceled at the option of the Issuer. SeniorSecured Notes purchased by an unaffiliated third party pursuant to the preceding paragraph will have the status of SeniorSecured Notes issued and outstanding.

The Issuer will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and anyother securities laws or regulations in connection with the repurchase of Senior Secured Notes pursuant to this covenant. Tothe extent that the provisions of any securities laws or regulations conflict with provisions of this covenant, the Issuer willcomply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under thiscovenant by virtue thereof.

This Change of Control repurchase provision is a result of negotiations between the Issuer and the initial purchasers.The Issuer has no present intention to engage in a transaction involving a Change of Control, although it is possible that theIssuer could decide to do so in the future. Subject to the limitations discussed below, the Issuer could, in the future, enter intocertain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change ofControl under the Senior Secured Indenture, but that could increase the amount of indebtedness outstanding at such time orotherwise affect the Issuer’s capital structure or credit rating.

The occurrence of events that would constitute a Change of Control constitutes a default under the Revolving CreditFacility. Agreements and instruments with respect to future indebtedness that the Issuer or any of its subsidiaries may incurmay contain prohibitions on certain events that would constitute a Change of Control or require such indebtedness to berepurchased upon a Change of Control. Moreover, the exercise by the holders of their right to require the Issuer to repurchasethe Senior Secured Notes could cause a default under such indebtedness, even if the Change of Control itself does not, due tothe financial effect of such repurchase on the Issuer. Finally, the Issuer’s ability to pay cash to the holders upon a repurchasemay be limited by the Issuer’s then existing financial resources. There can be no assurance that sufficient funds will beavailable when necessary to make any required repurchases. See “Risk Factors—Risk Relating to the Notes and Our CapitalStructure—We may not be able to repurchase the notes upon a change of control.”

The definition of Change of Control includes a phrase relating to the sale, lease or transfer of “all or substantially all”the assets of the Issuer and its Subsidiaries taken as a whole. Although there is a developing body of case law interpreting thephrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, theability of a holder of Senior Secured Notes to require the Issuer to repurchase such Senior Secured Notes as a result of a sale,lease or transfer of less than all of the assets of the Issuer and its Subsidiaries taken as a whole to another Person or groupmay be uncertain.

The provisions under the Senior Secured Indenture relating to the Issuer’s obligation to make an offer to repurchase theSenior Secured Notes as a result of a Change of Control may be waived or modified with the written consent of the holders ofa majority in principal amount of outstanding Senior Secured Notes.

Certain CovenantsSet forth below are summaries of certain covenants that will be contained in the Senior Secured Indenture.Prior to the

Acquisition Date, the Company and its Restricted Subsidiaries will not be subject to these covenants, provided that, anycalculation (after consummation of the Acquisition) relating to the period beginning on the Issue Date will include theCompany and its Restricted Subsidiaries.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. The Senior SecuredIndenture will provide that:

(1) the Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur anyIndebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and

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(2) the Issuer will not permit any of its Restricted Subsidiaries (other than a Senior Secured Note Guarantor) to issueany shares of Preferred Stock;

provided, however, that the Issuer may Incur Indebtedness (including Acquired Indebtedness) or issue shares of DisqualifiedStock and any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness), issue shares of DisqualifiedStock or issue shares of Preferred Stock, in each case if:

(A) the Fixed Charge Coverage Ratio of the Issuer for the most recently ended four full fiscal quarters for whichinternal financial statements are available immediately preceding the date on which such additional Indebtednessis Incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if theadditional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as thecase may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarterperiod; and

(B) to the extent that the Indebtedness to be Incurred or the Disqualified Stock or Preferred Stock to be issued isSenior Secured Indebtedness, the Senior Secured Indebtedness Leverage Ratio of the Issuer for the most recentlyended four full fiscal quarters for which internal financial statements are available immediately preceding thedate on which such additional Indebtedness is Incurred or such Disqualified Stock or Preferred Stock is issuedwould have been no more than 4.25 to 1.00 determined on a pro forma basis (including a pro forma applicationof the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock orPreferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred atthe beginning of such four-quarter period; and

provided, that the amount of Indebtedness that may be Incurred and Disqualified Stock or Preferred Stock that may be issuedpursuant to the foregoing by Restricted Subsidiaries that are not Senior Secured Note Guarantors shall not exceed£15.0 million at any one time outstanding.

The foregoing limitations will not apply to (collectively, “Permitted Debt”):(a) the Incurrence by the Issuer or its Restricted Subsidiaries of Indebtedness under (i) the Revolving Credit Facility

and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit andbankers’ acceptances being deemed to have a principal amount equal to the face amount thereof) in an aggregateprincipal amount not to exceed £100.0 million and (ii) following the Acquisition Date, Term Loan Facilities in anaggregate principal amount not to exceed £100.0 million;

(b) the Incurrence by the Issuer and the Senior Secured Note Guarantors of Indebtedness represented by (i) theSenior Secured Notes (not including any Additional Senior Secured Notes) and the Senior Secured NoteGuarantees and (ii) the Senior Notes (not including any additional Senior Notes) in an aggregate principalamount not to exceed £170,000,000 and the Senior Note Guarantees (as defined under “Description of the SeniorNotes”);

(c) Indebtedness existing on both the Issue Date and the Acquisition Date (other than Indebtedness described inclauses (a) and (b));

(d) Indebtedness (including Capitalized Lease Obligations) Incurred by the Issuer or any of its RestrictedSubsidiaries, Disqualified Stock issued by the Issuer or any of its Restricted Subsidiaries and Preferred Stockissued by any Restricted Subsidiaries of the Issuer to finance (whether prior to or within 270 days after) thepurchase, lease, construction or improvement of property (real or personal) or equipment (whether through thedirect purchase of assets or the Capital Stock of any Person owning such assets); provided that the aggregateamount of all Indebtedness Incurred pursuant to this clause (d) shall not exceed £25.0 million;

(e) Indebtedness Incurred by the Issuer or any of its Restricted Subsidiaries constituting reimbursement obligationswith respect to letters of credit and bank guarantees issued in the ordinary course of business, including withoutlimitation letters of credit in respect of workers’ compensation claims, health, disability or other benefits toemployees or former employees or their families or property, casualty or liability insurance or self-insurance, andletters of credit in connection with the maintenance of, or pursuant to the requirements of, environmental or otherpermits or licenses from governmental authorities, or other Indebtedness with respect to reimbursement typeobligations regarding workers’ compensation claims;

(f) Indebtedness arising from agreements of the Issuer or a Restricted Subsidiary providing for indemnification,adjustment of purchase price or similar obligations, in each case, Incurred in connection with the Transactions orany other acquisition or disposition of any business, assets or a Subsidiary of the Issuer in accordance with theterms of the Senior Secured Indenture, other than guarantees of Indebtedness Incurred by any Person acquiringall or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition;

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(g) Indebtedness of the Issuer to a Restricted Subsidiary; provided, that, except in respect of intercompany currentliabilities incurred in the ordinary course of business in connection with the cash management operations of theIssuer and its Restricted Subsidiaries, any such Indebtedness owed to a Restricted Subsidiary that is not a SeniorSecured Note Guarantor shall, to the extent legally permitted (assuming completion of procedures required in thereasonable judgement of directors or officers of the obligee or obligor under such Indebtedness to beimplemented by such obligee or obligor to protect such Persons from any penalty or civil or criminal liability inconnection with the subordination of such Indebtedness), be subordinated in right of payment to the obligationsof the Issuer under the Senior Secured Notes; provided, further, that any subsequent issuance or transfer of anyCapital Stock or any other event that results in any such Restricted Subsidiary ceasing to be a RestrictedSubsidiary or any other subsequent transfer of any such Indebtedness (except to the Issuer or another RestrictedSubsidiary or any pledge of such Indebtedness constituting a Permitted Lien or a Permitted Collateral Lien) shallbe deemed, in each case, to be an Incurrence of such Indebtedness not permitted by this clause (g);

(h) shares of Preferred Stock of a Restricted Subsidiary issued to the Issuer or another Restricted Subsidiary;provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in anyRestricted Subsidiary that holds such shares of Preferred Stock of another Restricted Subsidiary ceasing to be aRestricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Issueror another Restricted Subsidiary) shall be deemed, in each case, to be an issuance of shares of Preferred Stocknot permitted by this clause (h);

(i) Indebtedness of a Restricted Subsidiary to the Issuer or another Restricted Subsidiary; provided, that, except inrespect of intercompany current liabilities incurred in the ordinary course of business in connection with the cashmanagement operations of the Issuer and its Restricted Subsidiaries, if a Senior Secured Note Guarantor Incurssuch Indebtedness to a Restricted Subsidiary that is not a Senior Secured Note Guarantor, such Indebtednessshall, to the extent legally permitted (assuming completion of procedures required in the reasonable judgement ofdirectors or officers of the obligee or obligor under such Indebtedness to be implemented by such obligee orobligor to protect such Persons from any penalty or civil or criminal liability in connection with thesubordination of such Indebtedness), be subordinated in right of payment to the Senior Secured Note Guaranteeof such Senior Secured Note Guarantor; provided, further, that any subsequent issuance or transfer of any CapitalStock or any other event that results in any Restricted Subsidiary holding such Indebtedness ceasing to be aRestricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Issuer or anotherRestricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien or a Permitted CollateralLien) shall be deemed, in each case, to be an Incurrence of such Indebtedness not permitted by this clause (i);

(j) Hedging Obligations that are Incurred not for speculative purposes but (1) for the purpose of fixing or hedginginterest rate risk with respect to any Indebtedness that is permitted by the terms of the Senior Secured Indentureto be outstanding; (2) for the purpose of fixing or hedging currency exchange rate risk with respect to anycurrency exchanges; or (3) for the purpose of fixing or hedging commodity price risk with respect to anycommodity purchases or sales;

(k) obligations in respect of performance, bid, appeal and surety bonds and completion guarantees provided by theIssuer or any Restricted Subsidiary in the ordinary course of business or consistent with past practice;

(l) any guarantee by the Issuer or a Restricted Subsidiary of Indebtedness or other obligations of the Issuer or any ofits Restricted Subsidiaries so long as the Incurrence of such Indebtedness Incurred by the Issuer or suchRestricted Subsidiary is permitted under the terms of the Senior Secured Indenture; provided that (i) if suchIndebtedness is by its express terms subordinated in right of payment to the Senior Secured Notes or the SeniorSecured Note Guarantee of such Restricted Subsidiary, as applicable, any such guarantee of such Senior SecuredNote Guarantor with respect to such Indebtedness shall be subordinated in right of payment to such SeniorSecured Note Guarantor’s Senior Secured Note Guarantee with respect to the Senior Secured Notes substantiallyto the same extent as such Indebtedness is subordinated to the Senior Secured Notes or the Senior Secured NoteGuarantee of such Restricted Subsidiary, as applicable, and (ii) if such guarantee is of Indebtedness of the Issuer,such guarantee is Incurred in accordance with the covenant described under “Description of the Senior SecuredNotes—Certain Covenants—Future Senior Secured Note Guarantors;”

(m) the Incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness or Disqualified Stock orPreferred Stock of a Restricted Subsidiary of the Issuer that serves to refund, refinance or defease anyIndebtedness Incurred or Disqualified Stock or Preferred Stock issued as permitted under the first paragraph ofthis covenant and clauses (b), (c), (d), (m), (n) and (v) of this paragraph or any Indebtedness, Disqualified Stockor Preferred Stock Incurred to so refund or refinance such Indebtedness, Disqualified Stock or Preferred Stock,including any additional Indebtedness, Disqualified Stock or Preferred Stock Incurred to pay premiums(including tender premium), defeasance costs and fees in connection therewith (subject to the following proviso,

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“Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such RefinancingIndebtedness will be Refinancing Indebtedness if and to the extent it:

(1) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is Incurred that is notless than the shorter of (x) the remaining Weighted Average Life to Maturity of the Indebtedness,Disqualified Stock or Preferred Stock being refunded, refinanced or defeased and (y) the WeightedAverage Life to Maturity that would result if all payments of principal on the Indebtedness, DisqualifiedStock and Preferred Stock being refunded or refinanced that were due on or after the date one yearfollowing the last maturity date of any Senior Secured Notes then outstanding were instead due on suchdate one year following the last date of maturity of the Senior Secured Notes (provided that anyRefinancing Indebtedness Incurred in reliance on this subclause (1)(y) does not provide for any scheduledprincipal payments prior to the maturity date of the Senior Secured Notes in excess of, or prior to, thescheduled principal payments due prior to such maturity for the Indebtedness, Disqualified Stock orPreferred Stock being refunded or refinanced or defeased);

(2) has a Stated Maturity that is not earlier than the earlier of (x) the Stated Maturity of the Indebtednessbeing refunded or refinanced or (y) 91 days following the maturity date of the Senior Secured Notes;

(3) refinances (a) Indebtedness junior to the Senior Secured Notes or the Senior Secured Note Guarantee ofsuch Restricted Subsidiary, as applicable, such Refinancing Indebtedness is junior to the Senior SecuredNotes or the Senior Secured Note Guarantee of such Restricted Subsidiary, as applicable, or(b) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness is Disqualified Stock orPreferred Stock; and

(4) does not include (x) Indebtedness of a Restricted Subsidiary of the Issuer that is not a Senior SecuredNote Guarantor that refinances Indebtedness of the Issuer or a Senior Secured Note Guarantor, or(y) Indebtedness of the Issuer or a Restricted Subsidiary that refinances Indebtedness of an UnrestrictedSubsidiary.

(n) Indebtedness, Disqualified Stock or Preferred Stock of (x) the Issuer or any of its Restricted SubsidiariesIncurred to finance an acquisition or (y) Persons that constitutes Acquired Indebtedness; provided, however, thatafter giving effect to such acquisition or merger, consolidation or amalgamation either:

(1) the Issuer would be permitted to Incur at least £1.00 of additional Indebtedness pursuant to the FixedCharge Coverage Ratio and, to the extent the Indebtedness to be Incurred is Senior Secured Indebtedness,Senior Secured Indebtedness Leverage Ratio tests set forth in the first sentence of this covenant; or

(2) (A) the Fixed Charge Coverage Ratio of the Issuer would be greater than immediately prior to suchacquisition or merger, consolidation or amalgamation and (B) to the extent the Indebtedness to beIncurred is Senior Secured Indebtedness, the Senior Secured Indebtedness Leverage Ratio of the Issuerwould be no more than immediately prior to such acquisition or merger, consolidation or amalgamation;

(o) Indebtedness Incurred by a Receivables Subsidiary in a Qualified Receivables Financing that is not with recourseto the Issuer or any Restricted Subsidiary other than a Receivables Subsidiary (except for Standard SecuritizationUndertakings);

(p) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similarinstrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness isextinguished within five Business Days of its Incurrence;

(q) Indebtedness of the Issuer or any Restricted Subsidiary supported by a letter of credit or bank guarantee issuedpursuant to the Credit Agreements, in a principal amount not in excess of the stated amount of such letter ofcredit;

(r) Indebtedness representing deferred compensation or other similar arrangements to employees and directors of theIssuer or any Restricted Subsidiary Incurred in the ordinary course of business or in connection with theTransactions (including as a result of the cancellation or vesting of outstanding options and other equity-basedawards in connection therewith), an acquisition or any other Permitted Investment;

(s) Indebtedness of the Issuer or any Restricted Subsidiary consisting of (1) the financing of insurance premiums or(2) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

(t) Indebtedness consisting of notes and earn-out obligations payable to sellers in connection with acquisitions by, orissued to the other joint venture parties in connection with any joint ventures of, the Issuer or any RestrictedSubsidiary; provided that the aggregate principal amount Incurred pursuant to this clause (t) in any calendar yeardoes not exceed £5.0 million;

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(u) Indebtedness or Disqualified Stock of the Issuer or any Restricted Subsidiary of the Issuer and Preferred Stock ofany Restricted Subsidiary of the Issuer not otherwise permitted hereunder in an aggregate principal amount orliquidation preference, which when aggregated with the principal amount or liquidation preference of all otherIndebtedness, Disqualified Stock and Preferred Stock then outstanding and Incurred pursuant to this clause (u),does not exceed £50.0 million at the time of Incurrence (it being understood that any Indebtedness Incurred underthis clause (u) shall cease to be deemed Incurred or outstanding for purposes of this clause (u) but shall bedeemed Incurred for purposes of the first paragraph of this covenant from and after the first date on which theIssuer, or the Restricted Subsidiary, as the case may be, could have Incurred such Indebtedness under the firstparagraph of this covenant without reliance upon this clause (u));

(v) Indebtedness or Disqualified Stock of the Issuer or any Restricted Subsidiary of the Issuer and Preferred Stock ofany Restricted Subsidiary of the Issuer not otherwise permitted hereunder in an aggregate principal amount orliquidation preference not exceeding at any one time outstanding 200.0% of the net cash proceeds received by theIssuer and the Restricted Subsidiaries since immediately after the Acquisition Date from the issue or sale ofEquity Interests or Subordinated Shareholder Funding of the Issuer or any direct or indirect parent entity of theIssuer (which proceeds are contributed to the Issuer or a Restricted Subsidiary) or cash contributed to the capitalof the Issuer (in each case other than proceeds of Disqualified Stock or sales of Equity Interests to, orcontributions received from, the Issuer or any of its Subsidiaries and other than in connection with theTransactions) as determined in accordance with clauses (2) and (3) of the definition of “Cumulative Credit” tothe extent such net cash proceeds or cash have not been applied pursuant to such clauses to make RestrictedPayments or to make other Investments, payments or exchanges pursuant to the second paragraph of“Description of the Senior Secured Notes—Certain Covenants—Limitation on Restricted Payments” or to makePermitted Investments (other than Permitted Investments specified in clauses (1) and (3) of the definitionthereof);

(w) Indebtedness arising as a result of implementing composite accounting or other cash pooling arrangementsinvolving solely the Issuer and the Restricted Subsidiaries or solely among Restricted Subsidiaries and enteredinto in the ordinary course of business; and

(x) Indebtedness consisting of Indebtedness issued by the Issuer or a Restricted Subsidiary of the Issuer to current orformer officers, directors and employees thereof or any direct or indirect parent thereof, their respective estates,spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of the Issuer orany of its direct or indirect parent companies to the extent described in clause (4) of the second paragraph of thecovenant described under “Description of the Senior Secured Notes—Certain Covenants—Limitation onRestricted Payments.”

For purposes of determining compliance with this covenant:(1) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the

criteria of more than one of the categories of permitted Indebtedness described in clauses (a) through (x) above oris entitled to be Incurred pursuant to the first paragraph of this covenant, the Issuer shall, in its sole discretion,classify or reclassify, or later divide, classify or reclassify, such item of Indebtedness, Disqualified Stock orPreferred Stock (or any portion thereof) in any manner that complies with this covenant provided that allIndebtedness under the Revolving Credit Facility outstanding on the Acquisition Date shall be deemed to havebeen Incurred pursuant to clause (a)(i) and the Issuer shall not be permitted to reclassify all or any portion of suchIndebtedness under the Revolving Credit Facility outstanding on the Acquisition Date; and

(2) the Issuer will be entitled to divide and classify an item of Indebtedness in more than one of the types ofIndebtedness described in the first and second paragraphs above, and in that connection shall be entitled to treat aportion of such Indebtedness as having been Incurred under the first paragraph above and thereafter theremainder of such Indebtedness having been Incurred under the second paragraph above.

Accrual of interest, the accretion of accreted value, the payment of interest or dividends in the form of additionalIndebtedness (including any PIK Payment on the Senior Secured Toggle Notes), Disqualified Stock or Preferred Stock, asapplicable, accretion of original issue discount or liquidation preference and increases in the amount of Indebtednessoutstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed to be an Incurrence ofIndebtedness, Disqualified Stock or Preferred Stock for purposes of this covenant. Guarantees of, or obligations in respect ofletters of credit relating to, Indebtedness that is otherwise included in the determination of a particular amount ofIndebtedness shall not be included in the determination of such amount of Indebtedness; provided that the Incurrence of theIndebtedness represented by such guarantee or letter of credit, as the case may be, was in compliance with this covenant.

For purposes of determining compliance with this covenant, the Sterling Equivalent of the principal amount ofIndebtedness denominated in another currency shall be calculated based on the relevant currency exchange rate in effect onthe date such Indebtedness was Incurred, in the case of term Indebtedness, or first drawn, in the case of Indebtedness Incurred

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under a revolving credit facility; provided that (a) if such Indebtedness is Incurred to refinance other Indebtednessdenominated in a currency other than pounds sterling, and such refinancing would cause the applicable pounds sterling-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of suchrefinancing, such pounds sterling-denominated restriction shall be deemed not to have been exceeded so long as the principalamount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced; (b) theSterling Equivalent of the principal amount of any such Indebtedness outstanding on the Acquisition Date shall be calculatedbased on the relevant currency exchange rate in effect on the Acquisition Date; and (c) if any such Indebtedness is subject toa Currency Agreement with respect to the currency in which such Indebtedness is denominated covering principal, premium,if any, and interest on such Indebtedness, the amount of such Indebtedness and such interest and premium, if any, shall bedetermined after giving effect to all payments in respect thereof under such Currency Agreements.

Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that the Issuer and itsRestricted Subsidiaries may Incur pursuant to this covenant shall not be deemed to be exceeded, with respect to anyoutstanding Indebtedness, solely as a result of fluctuations in the exchange rate of currencies. The principal amount of anyIndebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness beingrefinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such RefinancingIndebtedness is denominated that is in effect on the date of such refinancing.

Limitation on Restricted Payments. The Senior Secured Indenture will provide that the Issuer will not, and will notpermit any of its Restricted Subsidiaries to, directly or indirectly:

(1) declare or pay any dividend or make any distribution on account of the Issuer’s or any of its RestrictedSubsidiaries’ Equity Interests or pay any amounts in respect of Subordinated Shareholder Funding, including anypayment made in connection with any merger, amalgamation or consolidation involving the Issuer (other than(A) dividends or distributions by the Issuer payable solely in Equity Interests (other than Disqualified Stock) ofthe Issuer or in Subordinated Shareholder Funding of the Issuer; (B) dividends or distributions payable to theIssuer or a Restricted Subsidiary or (C) in the case of any dividend or distribution payable on or in respect of anyclass or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary,such dividends or distributions paid to minority shareholders, provided that the Issuer or a Restricted Subsidiaryreceives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in suchclass or series of securities (except to the extent non pro rata payments of such dividends or distributions arerequired by law or under the terms of any agreement in effect on the Acquisition Date));

(2) purchase or otherwise acquire or retire for value any Equity Interests of the Issuer or any direct or indirect parentof the Issuer;

(3) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in eachcase prior to any scheduled repayment or scheduled maturity, any Subordinated Shareholder Funding or anySubordinated Indebtedness of the Issuer or any of its Restricted Subsidiaries (other than the payment,redemption, repurchase, defeasance, acquisition or retirement of (A) Subordinated Indebtedness in anticipation ofsatisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year ofthe date of such payment, redemption, repurchase, defeasance, acquisition or retirement and (B) anySubordinated Indebtedness between the Issuer and the Restricted Subsidiaries or between any of the RestrictedSubsidiaries); or

(4) make any Restricted Investment,(all such payments and other actions set forth in clauses (1) through (4) above being collectively referred to as “RestrictedPayments”), unless, at the time of such Restricted Payment:

(a) no Default shall have occurred and be continuing or would occur as a consequence thereof;(b) immediately after giving effect to such transaction on a pro forma basis, the Issuer could Incur £1.00 of

additional Indebtedness under the provisions of the first paragraph of the covenant described under “Descriptionof the Senior Secured Notes—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance ofDisqualified Stock and Preferred Stock;” and

(c) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuerand its Restricted Subsidiaries after the Issue Date (and not returned or rescinded) (including RestrictedPayments permitted by clauses (1), (4) (only to the extent of one-half of the amounts paid pursuant to suchclause), (6) and (8) of the next succeeding paragraph, but excluding all other Restricted Payments permitted bythe next succeeding paragraph), is less than the amount equal to the Cumulative Credit.

“Cumulative Credit” means the sum of (without duplication):

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(1) 50% of the Consolidated Net Profit of the Issuer for the period (taken as one accounting period, the “ReferencePeriod”) from the beginning of the fiscal quarter during which the Acquisition Date occurs to the end of theIssuer’s most recently ended fiscal quarter for which internal financial statements are available at the time ofsuch Restricted Payment (or, in the case such Consolidated Net Profit for such period is a deficit, minus 100% ofsuch deficit), provided that, to the extent that, on the date of determination, the Consolidated Leverage Ratio ofthe Issuer on a pro forma basis as if the Restricted Payment had been made and any Indebtedness Incurred inconnection therewith had been Incurred on such date would have been less than 2.5 to 1.0 and the ConsolidatedNet Profit of the Issuer is positive, then 75% of the Consolidated Net Profit of the Issuer for the aforementionedperiod shall be included pursuant to this clause (1); plus

(2) 100% of the aggregate net proceeds, including cash and the Fair Market Value of property other than cashreceived by the Issuer after the Acquisition Date (other than net proceeds to the extent such net proceeds havebeen used to Incur Indebtedness, Disqualified Stock, or Preferred Stock pursuant to clause (v) of the secondparagraph of the covenant described under “Description of the Senior Secured Notes—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”) from theissue or sale of Equity Interests of the Issuer or Subordinated Shareholder Funding to the Issuer (excludingRefunding Capital Stock (as defined below), Designated Preferred Stock, Excluded Contributions, andDisqualified Stock and other than in connection with the Transactions), including Equity Interests issued uponexercise of warrants or options (other than an issuance or sale to a Restricted Subsidiary of the Issuer); plus

(3) 100% of the aggregate amount of contributions to the capital of the Issuer received in cash and the Fair MarketValue of property other than cash after the Acquisition Date (other than Excluded Contributions, RefundingCapital Stock, Designated Preferred Stock, and Disqualified Stock and other than contributions (x) to the extentsuch contributions have been used to Incur Indebtedness, Disqualified Stock, or Preferred Stock pursuant toclause (v) of the second paragraph of the covenant described under “Description of the Senior Secured Notes—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and PreferredStock” or (y) made in connection with the Transactions); plus

(4) the principal amount of any Indebtedness, or the liquidation preference or maximum fixed repurchase price, asthe case may be, of any Disqualified Stock of the Issuer or any Restricted Subsidiary thereof issued after theAcquisition Date (other than Indebtedness or Disqualified Stock issued to a Restricted Subsidiary) which hasbeen converted into or exchanged for Equity Interests in or Subordinated Shareholder Funding of the Issuer(other than Disqualified Stock) or any direct or indirect parent of the Issuer (provided in the case of any parent,such Indebtedness or Disqualified Stock is retired or extinguished); plus

(5) 100% of the aggregate amount received by the Issuer or any Restricted Subsidiary in cash and the Fair MarketValue of property other than cash received by the Issuer or any Restricted Subsidiary from:

(A) the sale or other disposition (other than to the Issuer or a Restricted Subsidiary of the Issuer and otherthan in connection with the Transactions) of Restricted Investments made by the Issuer and its RestrictedSubsidiaries and from repurchases and redemptions of such Restricted Investments from the Issuer and itsRestricted Subsidiaries by any Person (other than the Issuer or any of its Restricted Subsidiaries) andfrom repayments of loans or advances and releases of guarantees, which constituted RestrictedInvestments (other than in each case to the extent that the Restricted Investment was made pursuant toclause (7) or (10) of the succeeding paragraph),

(B) the sale (other than to the Issuer or a Restricted Subsidiary of the Issuer) of the Capital Stock of anUnrestricted Subsidiary, or

(C) a distribution or dividend from an Unrestricted Subsidiary; plus(6) in the event any Unrestricted Subsidiary of the Issuer has been redesignated as a Restricted Subsidiary or has

been merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into,the Issuer or a Restricted Subsidiary, the Fair Market Value (and, if such Fair Market Value exceeds£10.0 million, such Fair Market Value shall be set forth in a written resolution of a majority of the Board ofDirectors of the Issuer) of the Investment of the Issuer in such Unrestricted Subsidiary at the time of suchredesignation, combination or transfer (or of the assets transferred or conveyed, as applicable), after taking intoaccount any Indebtedness associated with the Unrestricted Subsidiary so designated or combined or anyIndebtedness associated with the assets so transferred or conveyed (other than in each case to the extent that thedesignation of such Subsidiary as an Unrestricted Subsidiary was made pursuant to clause (7) or (10) of the nextsucceeding paragraph or constituted a Permitted Investment).

The foregoing provisions will not prohibit:

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(1) the payment of any dividend or distribution within 60 days after the date of declaration thereof, if at the date ofdeclaration such payment would have complied with the provisions of the Senior Secured Indenture;

(2) (a) the redemption, repurchase, retirement or other acquisition of any Equity Interests (“Retired Capital Stock”)or Subordinated Indebtedness or Subordinated Shareholder Funding of the Issuer, any direct or indirectparent of the Issuer or any Senior Secured Note Guarantor in exchange for, or out of the proceeds of, thesubstantially concurrent sale of, Equity Interests or Subordinated Shareholder Funding of the Issuer or anydirect or indirect parent of the Issuer or contributions to the equity capital of the Issuer (other than anyDisqualified Stock or any Equity Interests sold to a Subsidiary of the Issuer) (collectively, including any suchcontributions, “Refunding Capital Stock”), and

(b) the declaration and payment of dividends on the Retired Capital Stock out of the proceeds of thesubstantially concurrent sale (other than to a Subsidiary of the Issuer) of Refunding Capital Stock;

(3) the redemption, repurchase, defeasance or other acquisition or retirement of Subordinated Indebtedness of theIssuer or any Senior Secured Note Guarantor made by exchange for, or out of the proceeds of the substantiallyconcurrent sale of, new Indebtedness of the Issuer or a Senior Secured Note Guarantor which is Incurred inaccordance with the covenant described under “Description of the Senior Secured Notes—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” so long as:

(a) the principal amount (or accreted value, if applicable) of such new Indebtedness does not exceed theprincipal amount (or accreted value, if applicable), plus any accrued and unpaid interest, of theSubordinated Indebtedness being so redeemed, repurchased, defeased, acquired or retired for value (plusthe amount of any premium required to be paid under the terms of the instrument governing theSubordinated Indebtedness being so redeemed, repurchased, acquired or retired, any tender premiums,and any defeasance costs, fees and expenses Incurred in connection therewith);

(b) such Indebtedness is subordinated to the Senior Secured Notes or the related Senior Secured NoteGuarantee, as the case may be, at least to the same extent as such Subordinated Indebtedness sopurchased, exchanged, redeemed, repurchased, defeased, acquired or retired for value;

(c) such Indebtedness has a final scheduled maturity date equal to or later than the earlier of (x) the finalscheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, defeased,acquired or retired or (y) 91 days following the maturity date of the Senior Secured Notes; and

(d) such Indebtedness has a Weighted Average Life to Maturity at the time Incurred that is not less than theshorter of (x) the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness beingso redeemed, repurchased, defeased, acquired or retired and (y) the Weighted Average Life to Maturitythat would result if all payments of principal on the Subordinated Indebtedness being redeemed,repurchased, defeased, acquired or retired that were due on or after the date one year following the lastmaturity date of any Senior Secured Notes then outstanding were instead due on such date one yearfollowing the last date of maturity of the Senior Secured Notes (provided that in the case of this subclause(d)(y), such Indebtedness does not provide for any scheduled principal payments prior to the maturitydate of the Senior Secured Notes in excess of, or prior to, the scheduled principal payments due prior tosuch maturity for the Indebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced ordefeased);

(4) a Restricted Payment to pay for the purchase, repurchase, retirement, defeasance, redemption or other acquisitionfor value of Equity Interests of the Issuer or any direct or indirect parent of the Issuer held by any future, presentor former employee, director or consultant of the Issuer or any direct or indirect parent of the Issuer or anySubsidiary of the Issuer pursuant to any management equity plan or stock option plan or any other managementor employee benefit plan or other agreement or arrangement; provided, however, that the aggregate RestrictedPayments made under this clause (4) do not exceed £5.0 million in any calendar year (with unused amounts inany calendar year being permitted to be carried over for the two succeeding calendar years subject to a maximumpayment (without giving effect to the following proviso) of £10.0 million in any calendar year); provided,further, however, that such amount in any calendar year may be increased by an amount not to exceed:

(a) the cash proceeds received by the Issuer or any of its Restricted Subsidiaries from the sale of EquityInterests (other than Disqualified Stock) of the Issuer or any direct or indirect parent of the Issuer (to theextent contributed to the Issuer) to members of management, directors or consultants of the Issuer and itsRestricted Subsidiaries or any direct or indirect parent of the Issuer that occurs after the Acquisition Date(provided that the amount of such cash proceeds utilized for any such repurchase, retirement, otheracquisition or dividend will not increase the amount available for Restricted Payments under clause (2) of

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the first paragraph under “Description of the Senior Secured Notes—Certain Covenants—Limitation onRestricted Payments”); plus

(b) the cash proceeds of key man life insurance policies received by the Issuer or any direct or indirect parentof the Issuer (to the extent contributed to the Issuer) or the Issuer’s Restricted Subsidiaries after theAcquisition Date;

provided that the Issuer may elect to apply all or any portion of the aggregate increase contemplated by clauses(a) and (b) above in any calendar year;

(5) the declaration and payment of dividends or distributions to holders of any class or series of Disqualified Stockof the Issuer or any of its Restricted Subsidiaries issued or Incurred in accordance with the covenant describedunder “Description of the Senior Secured Notes—Certain Covenants—Limitation on Incurrence of Indebtednessand Issuance of Disqualified Stock and Preferred Stock;”

(6) (a) the declaration and payment of dividends or distributions to holders of any class or series of DesignatedPreferred Stock (other than Disqualified Stock) issued after the Acquisition Date, (b) a Restricted Payment to anydirect or indirect parent of the Issuer, the proceeds of which will be used to fund the payment of dividends toholders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of any direct orindirect parent of the Issuer issued after the Acquisition Date and (c) the declaration and payment of dividends onRefunding Capital Stock that is Preferred Stock in excess of the dividends declarable and payable thereonpursuant to clause (2) of this paragraph; provided, however, that, (x) for the most recently ended four full fiscalquarters for which internal financial statements are available immediately preceding the date of issuance of suchDesignated Preferred Stock or the declaration of such dividends on Refunding Capital Stock that is PreferredStock, after giving effect to such issuance (and the payment of dividends or distributions) on a pro forma basis,the Issuer would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00 and (y) the aggregate amountof dividends declared and paid pursuant to (a) and (b) of this clause (6) does not exceed the net cash proceedsactually received by the Issuer from any such sale or issuance of Designated Preferred Stock (other thanDisqualified Stock) issued after the Acquisition Date or contributed to Subordinated Shareholder Funding to theIssuer after the Acquisition Date;

(7) Investments in Unrestricted Subsidiaries having an aggregate Fair Market Value, taken together with all otherInvestments made pursuant to this clause (7) that are at that time outstanding, not to exceed £25.0 million at thetime of such Investment (with the Fair Market Value of each Investment being measured at the time made andwithout giving effect to subsequent changes in value);

(8) the payment of dividends on the Issuer’s ordinary shares (or a Restricted Payment to any direct or indirect parentof the Issuer to fund the payment by such direct or indirect parent of the Issuer of dividends on such entity’sordinary shares) of up to 6% per annum of the net proceeds received by the Issuer from any public offering ofordinary shares of the Issuer or any direct or indirect parent of the Issuer;

(9) Restricted Payments that are made with Excluded Contributions;(10) other Restricted Payments in an aggregate amount not to exceed £35.0 million at the time made;(11) the distribution, as a dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Issuer or a

Restricted Subsidiary of the Issuer by, Unrestricted Subsidiaries;(12) the payment of dividends or other distributions to any direct or indirect parent of the Issuer in amounts required

for such parent to pay federal, state or local income taxes (as the case may be) imposed directly on such parent tothe extent such income taxes are attributable to the income of the Issuer and its Restricted Subsidiaries(including, without limitation, by virtue of such parent being the common parent of a consolidated or combinedtax group of which the Issuer and/or its Restricted Subsidiaries are members);

(13) the payment of dividends, other distributions or other amounts or the making of loans or advances or any otherRestricted Payment, if applicable:

(a) in amounts required for any direct or indirect parent of the Issuer, if applicable, to pay fees and expenses(including franchise or similar taxes) required to maintain its corporate existence, customary salary,bonus and other benefits payable to, and indemnities provided on behalf of, officers and employees ofany direct or indirect parent of the Issuer, if applicable, and general corporate operating and overheadexpenses of any direct or indirect parent of the Issuer, if applicable, in each case to the extent such feesand expenses are attributable to the ownership or operation of the Issuer, if applicable, and itsSubsidiaries (provided, that for so long as such direct or indirect parent owns no assets other than theEquity Interests in the Issuer or another direct or indirect parent of the Issuer, such fees and expensesshall be deemed for purposes of this clause (13)(a) to be so attributable to such ownership or operation);

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(b) in amounts required for any direct or indirect parent of the Issuer, if applicable, to pay interest and/orprincipal on Indebtedness the proceeds of which have been contributed to the Issuer or any of itsRestricted Subsidiaries and that has been guaranteed by, or is otherwise considered Indebtedness of, theIssuer Incurred in accordance with the covenant described under “Description of the Senior SecuredNotes—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of DisqualifiedStock and Preferred Stock;” and

(c) in amounts required for any direct or indirect parent of the Issuer to pay fees and expenses, other than toAffiliates of the Issuer, related to any unsuccessful equity or debt offering of such parent.

(14) Restricted Payments used to fund the Transactions and the payment of fees and expenses incurred in connectionwith the Transactions (including as a result of the cancellation or vesting of outstanding options and other equity-based awards in connection therewith) as described in these Listing Particulars (including payments madepursuant to the Acquisition Documents, whether payable on the Issue Date or thereafter (including theAcquisition Date)) or owed by the Issuer or any direct or indirect parent of the Issuer, as the case may be, or anyRestricted Subsidiary of the Issuer to Affiliates for services rendered or goods sold, in each case to the extentpermitted by the covenant described under “—Transactions with Affiliates;”

(15) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such EquityInterests represent a portion of the exercise price of such options or warrants;

(16) purchases of receivables pursuant to a Receivables Repurchase Obligation in connection with a QualifiedReceivables Financing and the payment or distribution of Receivables Fees;

(17) payments of cash, or dividends, distributions, advances or other Restricted Payments by the Issuer or anyRestricted Subsidiary to allow the payment of cash in lieu of the issuance of fractional shares upon the exerciseof options or warrants or upon the conversion or exchange of Capital Stock of any such Person;

(18) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtednesspursuant to the provisions similar to those described under the captions “Description of the Senior SecuredNotes—Change of Control” and “Description of the Senior Secured Notes—Certain Covenants—Asset Sales”,provided that all Senior Secured Notes tendered by holders of the Senior Secured Notes in connection with aChange of Control or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value inaccordance with the terms of the Senior Secured Indenture; and

(19) payments or distributions to dissenting stockholders pursuant to applicable law or in connection with aconsolidation, amalgamation, merger or transfer of all or substantially all of the assets of the Issuer and itsRestricted Subsidiaries, taken as a whole, that complies with the covenant described under “Description of theSenior Secured Notes—Merger, Amalgamation, Consolidation or Sale of All or Substantially All Assets;”provided that as a result of such consolidation, amalgamation, merger or transfer of assets, the Issuer shall havemade a Change of Control Offer (if required by the Senior Secured Indenture) and that all Senior Secured Notestendered by holders in connection with such Change of Control Offer have been repurchased, redeemed oracquired for value;

provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (10) and(11), no Default shall have occurred and be continuing or would occur as a consequence thereof.

As of the Issue Date and the Acquisition Date, all of the Issuer’s Subsidiaries will be Restricted Subsidiaries. TheIssuer will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the definition of“Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, alloutstanding Investments by the Issuer and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary sodesignated will be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of thedefinition of “Investments.” Such designation will only be permitted if a Restricted Payment in such amount would bepermitted at such time and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Senior Secured Indenture will provide that theIssuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause orsuffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any RestrictedSubsidiary to:

(a) (i) pay dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries (1) on itsCapital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) payany Indebtedness owed to the Issuer or any of its Restricted Subsidiaries;

(b) make loans or advances to the Issuer or any of its Restricted Subsidiaries; or(c) sell, lease or transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries;

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except in each case for such encumbrances or restrictions existing under or by reason of:(1) contractual encumbrances or restrictions in effect on the Acquisition Date, including pursuant to the Revolving

Credit Facility;(2) (i) the Senior Secured Indenture, the Senior Secured Notes (and guarantees thereof), the Security Documents, the

Intercreditor Agreement, any Currency Agreement and any Additional Intercreditor Agreements and (ii) theindenture governing the Senior Notes and the Senior Notes (and guarantees thereof);

(3) applicable law or any applicable rule, regulation or order;(4) any agreement or other instrument of a Person acquired by the Issuer or any Restricted Subsidiary which was in

existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portionof the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is notapplicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, orthe property or assets of the Person and its Subsidiaries, so acquired;

(5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiaryimposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of suchRestricted Subsidiary pending the closing of such sale or disposition;

(6) any Restricted Investment not prohibited by the covenant described under “Description of the Senior SecuredNotes—Certain Covenants—Limitation on Restricted Payments” and any Permitted Investment; or

(7) restrictions on cash or other deposits or net worth imposed by regulatory authorities (including with respect to taxobligations and value added taxes), in connection with deductions made for tax, pension, national insurance andother similar purposes or for the benefit of customers under contracts entered into in the ordinary course ofbusiness, including without limitation (a) any restrictions in respect of client moneys and deposits held by theIssuer and any of its Restricted Subsidiaries in the ordinary course of business and other deposits held pursuant toregulatory requirements (b) any restrictions on insurance premiums collected by the Issuer and any of itsRestricted Subsidiaries in the ordinary course of business;

(8) customary provisions in joint venture agreements, similar agreements relating solely to such joint venture andother similar agreements entered into in the ordinary course of business;

(9) Capitalized Lease Obligations and purchase money obligations for property acquired in the ordinary course ofbusiness;

(10) customary provisions contained in operating leases, licenses and other similar agreements entered into in theordinary course of business;

(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified ReceivablesFinancing; provided, however, that such restrictions apply only to such Receivables Subsidiary;

(12) any encumbrance or restriction arising pursuant to an agreement or instrument relating to any Indebtednesspermitted to be Incurred subsequent to the Issue Date by the covenant described under “Description of the SeniorSecured Notes—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of DisqualifiedStock and Preferred Stock” (i) if the encumbrances and restrictions contained in any such agreement orinstrument taken as a whole are not materially less favorable to the holders of the Senior Secured Notes than theencumbrances and restrictions contained in the Revolving Credit Facility as of the Acquisition Date (asdetermined in good faith by the Issuer) or (ii) if such encumbrance or restriction is not materially moredisadvantageous to the holders of the Senior Secured Notes than is customary in comparable financings (asdetermined in good faith by the Issuer) and either (x) the Issuer determines that such encumbrance or restrictionwill not materially affect the Issuer’s ability to make principal or interest payments on the Senior Secured Notesas and when they come due or (y) such encumbrance or restriction applies only if a default occurs in respect of apayment or financial covenant relating to such Indebtedness;

(13) any encumbrances or restrictions of the type referred to in clause (c) above existing by reason of any Lienpermitted under the covenant described under “Description of the Senior Secured Notes—Certain Covenants—Liens;” and

(14) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by anyamendments, modifications, restatements, renewals, increases, supplements, refundings, replacements orrefinancings of the contracts, instruments or obligations referred to in clauses (1) through (13) above; providedthat such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacementsor refinancings are, in the good faith judgment of the Issuer, no more restrictive with respect to such dividendand other payment restrictions than those contained in the dividend or other payment restrictions prior to suchamendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

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For purposes of determining compliance with this covenant, (1) the priority of any Preferred Stock in receivingdividends or liquidating distributions prior to dividends or liquidating distributions being paid on ordinary shares shall not bedeemed a restriction on the ability to make distributions on Capital Stock and (2) the subordination of loans or advancesmade to the Issuer or a Restricted Subsidiary of the Issuer to other Indebtedness Incurred by the Issuer or any such RestrictedSubsidiary shall not be deemed a restriction on the ability to make loans or advances.

Asset Sales. The Senior Secured Indenture will provide that the Issuer will not, and will not permit any of its RestrictedSubsidiaries to, cause or make an Asset Sale, unless (x) the Issuer or any of its Restricted Subsidiaries, as the case may be,receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets sold or otherwisedisposed of, and (y) at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary, as thecase may be, is in the form of Cash Equivalents; provided that the amount of:

(a) any liabilities (as shown on the Issuer’s or such Restricted Subsidiary’s most recent balance sheet or in the notesthereto) of the Issuer or any Restricted Subsidiary of the Issuer (other than liabilities that are by their termssubordinated to the Senior Secured Notes or any Senior Secured Note Guarantee) that are assumed by thetransferee of any such assets,

(b) any notes or other obligations or other securities or assets received by the Issuer or such Restricted Subsidiary ofthe Issuer from such transferee that are converted by the Issuer or such Restricted Subsidiary of the Issuer intocash within 180 days of the receipt thereof (to the extent of the cash received), and

(c) any Designated Non-cash Consideration received by the Issuer or any of its Restricted Subsidiaries in such AssetSale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Considerationreceived pursuant to this clause (c) that is at that time outstanding, not to exceed £20.0 million at the time of thereceipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes invalue),

shall be deemed to be Cash Equivalents for the purposes of this provision.Within 15 months after the Issuer’s or any Restricted Subsidiary of the Issuer’s receipt of the Net Proceeds of any

Asset Sale, the Issuer or such Restricted Subsidiary of the Issuer may apply 100% of the Net Proceeds from such Asset Sale,at its option:

(1) to repay (a) Indebtedness under the Revolving Credit Facility and to correspondingly reduce commitments withrespect thereto, (b) Indebtedness of a Restricted Subsidiary that is not a Senior Secured Note Guarantor,(c) Obligations under the Senior Secured Notes or (d) Senior Secured Indebtedness (provided that if the Issuer orany Senior Secured Note Guarantor shall so reduce Obligations under Senior Secured Indebtedness, the Issuerwill equally and ratably reduce Obligations under the Senior Secured Notes through open-market purchases(provided that such purchases are at or above 100% of the principal amount thereof) or by making an offer (inaccordance with the procedures set forth below for an Asset Sale Offer) to all holders to purchase at a purchaseprice equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, the pro rataprincipal amount of Senior Secured Notes), in each case other than Indebtedness owed to the Issuer or anAffiliate of the Issuer;

(2) to make an investment in any one or more businesses (provided that if such investment is in the form of theacquisition of Capital Stock of a Person, such acquisition results in such Person becoming a RestrictedSubsidiary of the Issuer), assets, or property or capital expenditures (including refurbishments), in each case usedor useful in a Similar Business; or

(3) to make an investment in any one or more businesses (provided that if such investment is in the form of theacquisition of Capital Stock of a Person, such acquisition results in such Person becoming a RestrictedSubsidiary of the Issuer), properties or assets that replace the properties and assets that are the subject of suchAsset Sale.

In the case of clauses (2) and (3) above, a binding commitment shall be treated as a permitted application of the NetProceeds from the date of such commitment; provided that in the event such binding commitment is later canceled orterminated for any reason before such Net Proceeds are so applied, the Issuer or such Restricted Subsidiary enters intoanother binding commitment (a “Second Commitment”) within nine months of such cancellation or termination of the priorbinding commitment; provided, further that the Issuer or such Restricted Subsidiary may only enter into a SecondCommitment under the foregoing provision one time with respect to each Asset Sale.

Pending the final application of any such Net Proceeds, the Issuer or such Restricted Subsidiary of the Issuer maytemporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Proceeds in anymanner not prohibited by the Senior Secured Indenture. Any Net Proceeds from any Asset Sale that are not applied asprovided and within the time period set forth in the immediately preceding paragraph (it being understood that any portion of

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such Net Proceeds used to make an offer to purchase Senior Secured Notes, as described in clause (1) above, shall be deemedto have been invested whether or not such offer is accepted) will be deemed to constitute “Excess Proceeds.” When theaggregate amount of Excess Proceeds exceeds £15.0 million, the Issuer shall make an offer to all holders of Senior SecuredNotes (and, at the option of the Issuer, to holders of any Senior Secured Indebtedness) (an “Asset Sale Offer”) to purchase themaximum principal amount of Senior Secured Notes (and such Senior Secured Indebtedness), that is at least £50,000 and anintegral multiple of £1,000 (or, in the case of Senior Secured Toggle Notes, an integral multiple of £1.00) that may bepurchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof(or, in the event such Senior Secured Indebtedness was issued with significant original issue discount, 100% of the accretedvalue thereof), plus accrued and unpaid interest, if any (or, in respect of such Senior Secured Indebtedness, such lesser price,if any, as may be provided for by the terms of such Senior Secured Indebtedness), to the date fixed for the closing of suchoffer, in accordance with the procedures set forth in the Senior Secured Indenture. The Issuer will commence an Asset SaleOffer with respect to Excess Proceeds within ten (10) Business Days after the date that Excess Proceeds exceed £15.0 millionby mailing (or otherwise delivering in accordance with applicable Euroclear and Clearstream procedures) the notice requiredpursuant to the terms of the Senior Secured Indenture, with a copy to the Trustee. To the extent that the aggregate amount ofSenior Secured Notes (and such Senior Secured Indebtedness) tendered pursuant to an Asset Sale Offer is less than theExcess Proceeds, the Issuer may use any remaining Excess Proceeds for general corporate purposes. If the aggregateprincipal amount of Senior Secured Notes (and such Senior Secured Indebtedness) surrendered by holders thereof exceedsthe amount of Excess Proceeds, the Trustee shall select the Senior Secured Notes to be purchased in the manner describedbelow. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws andregulations to the extent such laws or regulations are applicable in connection with the repurchase of the Senior SecuredNotes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with theprovisions of the Senior Secured Indenture, the Issuer will comply with the applicable securities laws and regulations andshall not be deemed to have breached its obligations described in the Senior Secured Indenture by virtue thereof.

If more Senior Secured Notes (and such Senior Secured Indebtedness) are tendered pursuant to an Asset Sale Offerthan the Issuer is required to purchase, selection of such Senior Secured Notes for purchase will be made by the Trustee incompliance with the requirements of the Irish Stock Exchange or any other principal national securities exchange, if any, onwhich the Senior Secured Notes are then admitted to trading, and in compliance with the requirements of Euroclear orClearstream, as applicable, or, if the Senior Secured Notes are not so admitted to trading or such exchange prescribes nomethod of selection and the Senior Secured Notes are not held through Euroclear or Clearstream, as applicable, or Euroclearor Clearstream, as applicable, prescribes no method of selection, on a pro rata basis, to the extent practicable; provided thatno Senior Secured Notes in aggregate principal amount of £50,000 or less shall be purchased in part. Selection of such SeniorSecured Indebtedness will be made pursuant to the terms of such Senior Secured Indebtedness.

An Asset Sale Offer insofar as it relates to the Senior Secured Notes, will remain open for a period of not less than 20Business Days following its commencement (the “Asset Sale Offer Period”). No later than five Business Days after thetermination of the Asset Sale Offer Period the Issuer will purchase the principal amount of the Senior Secured Notes (andpurchase or repay any relevant Senior Secured Indebtedness required to be so purchased or repaid as set out above) validlytendered.

To the extent that any portion of the Net Proceeds payable in respect of the Senior Secured Notes is denominated in acurrency other than the currency in which the relevant Senior Secured Notes are denominated, the amount payable in respectof such Senior Secured Notes shall not exceed the net amount of funds in the currency in which such Senior Secured Notesare denominated as is actually received by the Issuer upon converting the relevant portion of the Net Proceeds into suchcurrency.

Notices of an Asset Sale Offer shall be mailed by first-class mail, postage prepaid (or otherwise delivered inaccordance with applicable Euroclear and Clearstream procedures) at least 30 but not more than 60 days before the purchasedate to each holder of Senior Secured Notes at such holder’s registered address. If any Senior Secured Note is to bepurchased in part only, any notice of purchase that relates to such Senior Secured Note shall state the portion of the principalamount thereof that has been or is to be purchased.

The provisions under the Senior Secured Indenture relating to the Issuer’s obligation to make an Asset Sale Offer maybe waived or modified with the consent of a majority in principal amount of the Senior Secured Notes.

In the event that an Asset Sale occurs at a time when the Issuer is prohibited from purchasing Senior Secured Notes, theIssuer could seek the consent of its lenders to purchase the Senior Secured Notes or could attempt to refinance the borrowingsthat contain such prohibition. If the Issuer does not obtain such a consent or repay such borrowings, the Issuer will remainprohibited from purchasing Senior Secured Notes. In such case, the Issuer’s failure to purchase tendered Senior SecuredNotes would constitute an Event of Default under the Senior Secured Indenture that is likely, in turn, to constitute a defaultunder the Issuer’s other Indebtedness.

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Transactions with Affiliates. The Senior Secured Indenture will provide that the Issuer will not, and will not permit anyof its Restricted Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose ofany of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction orseries of transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliateof the Issuer (each of the foregoing, an “Affiliate Transaction”) involving aggregate consideration in excess of £5.0 million,unless:

(a) such Affiliate Transaction is on terms that are not materially less favorable to the Issuer or the relevant RestrictedSubsidiary than those that could have been obtained in a comparable transaction by the Issuer or such RestrictedSubsidiary with an unrelated Person; and

(b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregateconsideration in excess of £12.0 million, the Issuer delivers to the Trustee a resolution adopted in good faith bythe majority of the Board of Directors of the Issuer, approving such Affiliate Transaction and set forth in anOfficers’ Certificate certifying that such Affiliate Transaction complies with clause (a) above.

The foregoing provisions will not apply to the following:(1) transactions between or among the Issuer and/or any of its Restricted Subsidiaries (or an entity that becomes a

Restricted Subsidiary as a result of such transaction) and/or between or among Restricted Subsidiaries or anyReceivables Subsidiary and any merger, consolidation or amalgamation of the Issuer and any direct parent of theIssuer; provided that such parent shall have no material liabilities and no material assets other than cash, CashEquivalents and the Capital Stock of the Issuer and such merger, consolidation or amalgamation is otherwise incompliance with the terms of the Senior Secured Indenture and effected for a bona fide business purpose;

(2) Restricted Payments permitted by the provisions of the Senior Secured Indenture described above under thecovenant “Description of the Senior Secured Notes—Certain Covenants—Limitation on Restricted Payments”and Permitted Investments;

(3) (x) the entering into of any agreement (and any amendment or modification of any such agreement) to pay, andthe payment of, annual management, consulting, monitoring and advisory fees to the Sponsors (A) in anaggregate amount in any fiscal year not to exceed the sum of (1) the greater of £2.0 million and 1.5% of EBITDAof the Issuer and its Restricted Subsidiaries for the immediately preceding fiscal year, plus out-of-pocket expensereimbursement, plus (2) any deferred fees (to the extent that such fees were within such amount in clause (A)(1)above originally), plus (B) 0.3% of the value of transactions with respect to which the Sponsors provide anytransaction, advisory or other services to the Issuer and its Subsidiaries, plus (C) a transaction fee of not morethan £3.1 million to be paid to the Sponsors in connection with the Transactions on or after the Acquisition Date;provided, however, that any payment not made in any fiscal year may be carried forward and paid in thefollowing two fiscal years and (y) the payment of the present value of all amounts payable pursuant to anyagreement described in clause 3(x) in connection with the termination of such agreement, each as described inthe Listing Particulars under the caption “Certain Relationships and Related Party Transactions;”

(4) the payment of reasonable and customary fees and reimbursement of expenses paid to, and indemnity providedon behalf of, officers, directors, employees or consultants of the Issuer or any Restricted Subsidiary or any director indirect parent of the Issuer;

(5) payments by the Issuer or any of its Restricted Subsidiaries to the Sponsors made for any financial advisory,financing, underwriting or placement services or in respect of other investment banking activities, including,without limitation, in connection with the Transactions, acquisitions or divestitures, which payments are(x) made pursuant to the agreements with the Sponsors described in the Listing Particulars under the caption“Certain Relationships and Related Party Transactions” or (y) approved by a majority of the Board of Directorsof the Issuer in good faith;

(6) transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee aletter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such RestrictedSubsidiary from a financial point of view or meets the requirements of clause (a) of the preceding paragraph;

(7) payments or loans (or cancellation of loans) to directors, employees or consultants which are approved by amajority of the Board of Directors of the Issuer in good faith;

(8) any agreement as in effect as of the Acquisition Date or any amendment thereto (so long as any such agreementtogether with all amendments thereto, taken as a whole, is not more disadvantageous to the holders of the SeniorSecured Notes in any material respect than the original agreement as in effect on the Acquisition Date) or anytransaction contemplated thereby as determined in good faith by senior management or the Board of Directors ofthe Issuer;

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(9) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under theterms of, the Acquisition Documents, the Credit Agreement Documents, the Intercreditor Agreement, anyshareholders agreement (including any registration rights agreement or purchase agreement related thereto) towhich it is a party as of the Acquisition Date or any other agreement or arrangement in existence on theAcquisition Date or described in the Listing Particulars and, in each case, any amendment thereto or similartransactions, agreements or arrangements which it may enter into thereafter; provided, however, that theexistence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under, anyfuture amendment to any such existing transaction, agreement or arrangement or under any similar transaction,agreement or arrangement entered into after the Acquisition Date shall only be permitted by this clause (9) to theextent that the terms of any such existing transaction, agreement or arrangement together with all amendmentsthereto, taken as a whole, or new transaction, agreement or arrangement are not otherwise more disadvantageousto the holders of the Senior Secured Notes in any material respect than the original transaction, agreement orarrangement as in effect on the Acquisition Date;

(10) the execution of the Transactions and the payment of all fees and expenses, bonuses and awards related to theTransactions, including fees to the Sponsors, that are described in the Listing Particulars or contemplated by theAcquisition Documents;

(11) (a) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactionsotherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business andotherwise in compliance with the terms of the Senior Secured Indenture, which are fair to the Issuer and itsRestricted Subsidiaries in the reasonable determination of the Board of Directors or the senior management of theIssuer, or are on terms at least as favorable as might reasonably have been obtained at such time from anunaffiliated party or (b) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinarycourse of business;

(12) any transaction effected as part of a Qualified Receivables Financing;(13) the issuance of Equity Interests (other than Disqualified Stock) of the Issuer or Subordinated Shareholder

Funding to any Person;

(14) the issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or thefunding or entering into of employment arrangements, stock option and stock ownership plans or similaremployee benefit plans approved by the Board of Directors of the Issuer or any direct or indirect parent of theIssuer or of a Restricted Subsidiary of the Issuer, as appropriate;

(15) the entering into of any tax sharing agreement or arrangement and any payments permitted by clause (12) of thesecond paragraph of the covenant described under “Description of the Senior Secured Notes—CertainCovenants—Limitation on Restricted Payments;”

(16) any contribution to the capital of the Issuer;(17) transactions permitted by, and complying with, the provisions of the covenant described under “Description of

the Senior Secured Notes—Merger, Amalgamation, Consolidation or Sale of All or Substantially All Assets;”(18) transactions between the Issuer or any of its Restricted Subsidiaries and any Person, a director of which is also a

director of the Issuer or any direct or indirect parent of the Issuer; provided, however, that such director abstainsfrom voting as a director of the Issuer or such direct or indirect parent, as the case may be, on any matterinvolving such other Person;

(19) pledges of Equity Interests of Unrestricted Subsidiaries;(20) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or

management purposes in the ordinary course of business;(21) any employment agreements entered into by the Issuer or any of its Restricted Subsidiaries in the ordinary course

of business;(22) intercompany transactions undertaken in good faith (as certified by a responsible financial or accounting officer

of the Issuer in an Officers’ Certificate) for the purpose of improving the consolidated tax efficiency of the Issuerand its Subsidiaries and not for the purpose of circumventing any covenant set forth in the Senior SecuredIndenture; and

(23) transactions with Winward Insurance PCC Limited or another protected cell captive in the ordinary course ofbusiness consistent with past practice.

Liens. The Senior Secured Indenture will provide that the Issuer will not, and will not permit any of its RestrictedSubsidiaries to, directly or indirectly, create, Incur or suffer to exist any Lien on any asset or property of the Issuer or such

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Restricted Subsidiary (including Capital Stock or Indebtedness of a Restricted Subsidiary of the Issuer), whether owned onthe Issue Date or acquired thereafter, or any interest therein or any income, profits or proceeds therefrom securing anyIndebtedness (an “Initial Lien”), except (a) in the case of any property or asset that does not constitute Collateral, PermittedLiens; provided that any Lien on such property or assets will be permitted notwithstanding that it is not a Permitted Lien ifthe Senior Secured Notes and Senior Secured Note Guarantees are equally and ratably secured with (or on a senior basis to,in the case of obligations subordinated in right of payment to the Senior Secured Notes or the Senior Secured NoteGuarantees) the obligations so secured until such time as such obligations are no longer secured by a Lien; and (b) in the caseof any asset that constitutes Collateral, Permitted Collateral Liens; provided that no such Permitted Collateral Lien will begranted on assets or property unless such assets or property also secure the Senior Secured Notes or Senior Secured NoteGuarantees.

Any Lien created for the benefit of the holders pursuant to this covenant will provide by its terms that such Lien will beautomatically and unconditionally released and discharged (a) upon the release and discharge of the Initial Lien, (b) upon thesale or other disposition of the assets subject to such Initial Lien (or the sale or other disposition of the Person that owns suchassets) in compliance with the terms of the Senior Secured Indenture and the Intercreditor Agreement, (c) upon thedesignation of a Restricted Subsidiary whose property or assets secure such Initial Lien as an Unrestricted Subsidiary inaccordance with the terms of the Senior Secured Indenture (d) following an Event of Default under the Senior SecuredIndenture or an event of default under any other Indebtedness secured by the Collateral, pursuant to an Enforcement Actionin accordance with the terms of the Intercreditor Agreement or (e) upon the effectiveness of any defeasance or satisfactionand discharge of the Senior Secured Notes as specified in the Senior Secured Indenture.

Admission to Trading. The Issuer will use its reasonable best efforts to obtain and maintain the listing of the SeniorSecured Notes on the Irish Stock Exchange and admission to trading on the Alternative Securities Market thereof; provided,however, that if the Issuer is unable to obtain listing of the Senior Secured Notes on the Irish Stock Exchange or ifmaintenance of such admission to trading becomes unduly onerous, it will maintain an admission to trading of such SeniorSecured Notes on another recognized stock exchange.

Reports and Other Information. For so long as any Senior Secured Notes are outstanding, the Issuer will provide to theTrustee the following reports:

(1) within 120 days after the end of each of the Issuer’s fiscal years beginning with the fiscal year endingDecember 31, 2007, annual reports containing the following information in a level of detail that is comparable inall material respect to the Listing Particulars: (a) audited consolidated balance sheets of the Issuer as of the end ofthe two most recent fiscal years and audited consolidated income statements and statements of cash flow of theIssuer for the three most recent fiscal years, including complete footnotes to such financial statements and thereport of the independent auditors on the financial statements; (b) pro forma income statement and balance sheetinformation of the Issuer (which need not comply with Article 11 of Regulation S-X under the Exchange Act,“Regulation S-X”), together with explanatory footnotes, for any material acquisitions, dispositions orrecapitalizations that have occurred since the beginning of the most recently completed fiscal year unless proforma information has been provided in a previous report pursuant to clause (2) or (3) below; (c) an operatingand financial review of the audited financial statements, including a discussion of the results of operations,financial condition, and liquidity and capital resources of the Issuer, and a discussion of material commitmentsand contingencies and critical accounting policies; (d) a description of the business, management, managementcompensation and shareholders of the Issuer, all material affiliate transactions and a description of all materialcontractual arrangements, including material debt instruments (in each case to the extent such information wouldbe required to be disclosed if the Issuer were a reporting company under the Exchange Act); (e) a description ofmaterial risk factors and material recent developments; (f) earnings before interest, taxes, depreciation andamortization; (g) capital expenditures; (h) depreciation and amortization; (i) income (loss) from operations; and(j) information for the guarantor, and the non-guarantor, Subsidiaries substantially consistent with the disclosureon this topic contained in the Listing Particulars; provided that any item of disclosure that complies in allmaterial respects with the requirements that would be applicable under Form 20-F under the Exchange Act withrespect to such item will be deemed to satisfy the Issuer’s obligations under this clause (1) with respect to suchitem;

(2) within 60 days (or 75 days in the case of the fiscal quarter ending June 30, 2007) following the end of the firstthree fiscal quarters in each fiscal year of the Issuer all quarterly financial statements of the Issuer (commencingwith the fiscal quarter ending June 30, 2007) containing the following information: (a) an unaudited condensedconsolidated balance sheet as of the end of such quarter and unaudited condensed statements of income and cashflow for the most recent quarter year-to-date period ending on the unaudited condensed balance sheet date, andthe comparable prior year periods, together with condensed footnote disclosure; (b) pro forma income statementand balance sheet information of the Issuer (which need not comply with Article 11 of Regulation S-X), together

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with explanatory footnotes, for any material acquisitions, dispositions or recapitalizations that have occurredsince the beginning of the most recently completed fiscal year unless pro forma information has been provided ina previous report pursuant to clause (2) or (3); (c) an operating and financial review of the unaudited financialstatements, including a discussion of the results of operations, financial condition, and liquidity and capitalresources of the Issuer, and a discussion of material commitments and contingencies and critical accountingpolicies; and (d) material recent developments and any material changes to the risk factors disclosed in the mostrecent annual report; provided that any item of disclosure that complies in all material respects with therequirements that would be applicable under Form 10-Q under the Exchange Act with respect to such item willbe deemed to satisfy the Issuer’s obligations under this clause (2) with respect to such item; and

(3) promptly after the occurrence of any material acquisition, disposition or restructuring of the Issuer and theRestricted Subsidiaries, taken as a whole, or any senior executive officer changes at the Issuer or change inauditors of the Issuer or any other material event that the Issuer or any of its Restricted Subsidiaries announcespublicly, a report containing a description of such event.

All financial statements shall be for the Issuer and/or the Issuer’s predecessor, as applicable. All financial statementsand pro forma financial information shall be prepared in accordance with GAAP on a consistent basis for the periodspresented and shall comply with the applicable requirements of any exchange on which the Senior Secured Notes are listed;provided, however, that the reports set forth in clauses (1), (2) and (3) above may, in the event of a change in applicableGAAP, present earlier periods on a basis that applied to such periods, subject to the provisions of the Senior SecuredIndenture. Except as provided for above, no report need include separate financial statements for the Issuer or Subsidiaries ofthe Issuer or any disclosure with respect to the results of operations or any other financial or statistical disclosure not of atype included in the Listing Particulars.

Contemporaneously with the furnishing of each such report discussed above, the Issuer will also post such report on theIssuer’s website.

In the event that the Issuer becomes subject to the reporting requirements of Section 13(a) or 15(d) of the ExchangeAct, or elects to comply with such provisions, the Issuer will, for so long as it continues to file the reports required bySection 13(a) with the SEC, make available to the Trustee the annual reports, information, documents and other reports thatthe Issuer is required to file with the SEC pursuant to such Section 13(a) or 15(d). By complying with the foregoingrequirements of this paragraph, the Issuer will be deemed to have complied with the provisions contained in the precedingthree paragraphs for the relevant period.

The Senior Secured Indenture also provides that, so long as any of the Senior Secured Notes remain outstanding andduring any period during which the Issuer is not subject to section 13 or 15(d) of the Exchange Act, or otherwise permitted tofurnish the SEC with certain information pursuant to Rule 12g 3-2(b) of the Exchange Act, the Issuer will make available tothe holders of the Senior Secured Notes and to prospective investors, upon their request, the information required to bedelivered by Rule 144A(d)(4) under the Securities Act. The Issuer will also make all of the foregoing information availableduring normal business hours at the offices of the Paying Agent in Dublin if and so long as the Senior Secured Notes arelisted on the Irish Stock Exchange and admitted to trading on the Alternative Securities Market thereof and the guidelines ofthe Irish Stock Exchange so require.

Whitewash. The Senior Secured Indenture will require the Issuer to cause as soon as reasonably practicableimmediately following the Acquisition Date (a) each Initial Senior Secured Note Guarantor to comply with the “whitewash”provisions of Sections 151-155 of the Companies Act 1985 in relation to security, guarantees, intra-group loans and any otherdocumentation to be entered into in connection with any financial assistance provided in connection with the Acquisition orits financing and (b) each Initial Senior Secured Note Guarantor to execute and deliver to the Trustee (i) a supplementalindenture pursuant to which such Initial Senior Secured Note Guarantor will guarantee payment of the Senior Secured Noteson the same terms and subject to the same conditions and limitations as those set forth in this “Description of the SeniorSecured Notes—Senior Secured Note Guarantees” and in the Senior Secured Indenture and (ii) such Security Documents andother documents to cause pledges of all of the Collateral to be provided and perfected in accordance with the Agreed SecurityPrinciples.

Future Senior Secured Note Guarantors. The Senior Secured Indenture will provide that the Issuer will cause eachRestricted Subsidiary (unless such Subsidiary is a Senior Secured Note Guarantor or a Receivables Subsidiary) that(a) guarantees any Indebtedness of the Issuer or any of the Senior Secured Note Guarantors on the Issue Date or at any timethereafter, or (b) incurs (i) any Indebtedness that is permitted to be incurred pursuant to clause (a) of the second paragraph ofthe covenant described under “Description of the Senior Secured Notes—Certain Covenants—Limitation on Incurrence ofIndebtedness and Issuance of Disqualified Stock and Preferred Stock” or (ii) any Public Debt, to execute and deliver to theTrustee a supplemental indenture pursuant to which such Restricted Subsidiary will guarantee payment of the Senior SecuredNotes.

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Notwithstanding the foregoing:(a) no Senior Secured Note Guarantee shall be required as a result of any guarantee of Indebtedness that existed at

the time such Person became a Restricted Subsidiary if the guarantee was not Incurred in connection with, or incontemplation of, such Person becoming a Restricted Subsidiary;

(b) if such Indebtedness is by its terms expressly subordinated to the Senior Secured Notes or any Senior SecuredNote Guarantee, any such assumption, guarantee or other liability of such Restricted Subsidiary with respect tosuch Indebtedness shall be subordinated to such Restricted Subsidiary’s Senior Secured Note Guarantee of theSenior Secured Notes at least to the same extent as such Indebtedness is subordinated to the Senior SecuredNotes or any other senior guarantee;

(c) no Senior Secured Note Guarantee shall be required as a result of any guarantee given to a bank or trust companyincorporated in any member state of the European Union as of the date of the Senior Secured Indenture or anycommercial banking institution that is a member of the U.S. Federal Reserve System (or any branch, Subsidiaryor Affiliate thereof), in each case having combined capital and surplus and undivided profits of not less than£400.0 million, whose debt has a rating, at the time such guarantee was given, of at least A or the equivalentthereof by S&P and at least A2 or the equivalent thereof by Moody’s, in connection with the operation of cashmanagement programs established for the Issuer’s benefit or that of any Restricted Subsidiary;

(d) no Senior Secured Note Guarantee shall be required if such Senior Secured Note Guarantee could reasonably beexpected to give rise to or result in (A) personal liability for the officers, directors or shareholders of suchRestricted Subsidiary, (B) any violation of applicable law that cannot be avoided or otherwise prevented throughmeasures reasonably available to the Issuer or such Restricted Subsidiary, including, for the avoidance of doubt,“whitewash” or similar procedures or (C) any significant cost, expense, liability or obligation (including withrespect of any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses Incurredin connection with any governmental or regulatory filings required as a result of, or any measures pursuant toclause (B) undertaken in connection with, such Senior Secured Note Guarantee, which cannot be avoidedthrough measures reasonably available to the Issuer or the Restricted Subsidiary; and

(e) each such Senior Secured Note Guarantee will be limited as necessary to recognize certain defenses generallyavailable to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference,financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defenses affecting therights of creditors generally) or other considerations under applicable law.

Each Senior Secured Note Guarantee shall be released in accordance with the provisions of the Senior SecuredIndenture described under “Description of the Senior Secured Notes—Senior Secured Note Guarantees.”

Impairment of Security Interest. Subject to the following paragraph, the Issuer shall not, and shall not permit any of itsRestricted Subsidiaries to, take or knowingly or negligently omit to take, any action which action or omission might or wouldhave the result of materially impairing the security interest with respect to the Collateral for the benefit of the Trustee and theholders of the Senior Secured Notes (including the priority thereof), and the Issuer shall not, and shall not permit any of itsRestricted Subsidiaries to, grant to any Person other than the Security Agent, for the benefit of the Trustee and the holders ofthe Senior Secured Notes and the other beneficiaries described in the Security Documents, any interest whatsoever in any ofthe Collateral, provided the Issuer may Incur Permitted Collateral Liens.

The Senior Secured Indenture will provide that, at the direction of the Issuer and without the consent of the Holders,the Trustee and the Security Agent shall from time to time enter into one or more amendments to the Security Documents to:(i) cure any ambiguity, omission, defect or inconsistency therein, (ii) provide for Permitted Collateral Liens, (iii) add to theCollateral or (iv) make any other change thereto that does not adversely affect the Holders in any material respect; provided,however, that, in the case of clauses (ii) and (iii), no Security Document may be amended, extended, renewed, restated,supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal,restatement, supplement, modification or renewal, the Issuer delivers to the Trustee either:

(a) a solvency opinion, in form and substance reasonably satisfactory to the Trustee, from an Independent FinancialAdvisor confirming the solvency of the Issuer and its Subsidiaries, taken as a whole, after giving effect to anytransactions related to such amendment, extension, renewal, restatement, supplement, modification orreplacement; or

(b) an Opinion of Counsel, in form and substance satisfactory to the trustee, confirming that, after giving effect toany transactions related to such amendment, extension, renewal, restatement, supplement, modification orreplacement, the Lien or Liens securing the Senior Secured Notes created under the Security Documents soamended, extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens nototherwise subject to any limitation imperfection or new hardening period, in equity or at law, that such Lien or

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Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement,supplement, modification or replacement, which shall be substantially in the form attached to the Indenture.

Additional Security. Subject to the Agreed Security Principles, at the time any Restricted Subsidiary executes anddelivers to the Trustee a Senior Secured Note Guarantee, the Issuer will cause (i) the shares of such Restricted Subsidiary tobe pledged and (ii) such Restricted Subsidiary to grant a security interest over its present and future assets, in each case on afirst-priority basis (other than assets subject to a Permitted Lien) in favor of the Security Agent on behalf of the Trustee andthe Holders, consistent with the security interest granted by the Senior Secured Note Guarantors prior to such date.

After-Acquired Property. Upon the acquisition by the Issuer or any Senior Secured Note Guarantor of any After-Acquired Property, the Issuer or such Senior Secured Note Guarantor shall execute and deliver such debentures, mortgages,security instruments, financing statements and other documents and certificates and opinions of counsel as shall bereasonably necessary to vest in the Security Agent a perfected security interest in such After-Acquired Property and to havesuch After-Acquired Property added to the Collateral in accordance with the Agreed Security Principles, and thereupon allprovisions of the Senior Secured Indenture relating to the Collateral shall be deemed to relate to such After-AcquiredProperty to the same extent and with the same force and effect.

Covenant Fall-Away. If, on any date following the Issue Date, (i) the Senior Secured Notes have Investment GradeRatings from both Rating Agencies, and the Issuer has delivered written notice of such Investment Grade Ratings to theTrustee, and (ii) no Default has occurred and is continuing under the Senior Secured Indenture then, beginning on that dayand continuing at all times thereafter regardless of any subsequent changes in the rating of the Senior Secured Notes (the“Covenant Fall-Away”), the covenants specifically listed under the following captions in this “Description of the SeniorSecured Notes” section of the Listing Particulars will no longer be applicable to the Senior Secured Notes:

(1) “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;”(2) “—Limitation on Restricted Payments;”(3) “—Dividend and Other Payment Restrictions Affecting Subsidiaries;”(4) “—Asset Sales;”(5) “—Transactions with Affiliates;”(6) “—Future Senior Secured Note Guarantors;” and(7) clause (4) of the first paragraph of “—Merger, Amalgamation, Consolidation or Sale of All or Substantially All

Assets.”In addition, during any period of time that (i) the Senior Secured Notes have Investment Grade Ratings from both

Rating Agencies, and the Issuer has delivered written notice of such Investment Grade Ratings to the Trustee, and (ii) noDefault has occurred and is continuing under the Senior Secured Indenture (the occurrence of the events described in theforegoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Issuer and its RestrictedSubsidiaries will not be subject to the covenant described under “Change of Control” (the “Suspended Covenant”). In theevent that the Issuer and its Restricted Subsidiaries are not subject to the Suspended Covenant under the Senior SecuredIndenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or bothof the Rating Agencies (a) withdraw their Investment Grade Rating or downgrade the rating assigned to the Senior SecuredNotes below an Investment Grade Rating and/or (b) the Issuer or any of its Affiliates enters into an agreement to effect atransaction that would result in a Change of Control and one or more of the Rating Agencies indicate that if consummated,such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such RatingAgency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the Senior Secured Notes below anInvestment Grade Rating, then the Issuer and its Restricted Subsidiaries will thereafter again be subject to the SuspendedCovenant under the Senior Secured Indenture with respect to future events, including, without limitation, a proposedtransaction described in clause (b) above.

There can be no assurance that the Senior Secured Notes will ever achieve or maintain Investment Grade Ratings.

Merger, Amalgamation, Consolidation or Sale of All or Substantially All AssetsThe Senior Secured Indenture will provide that the Issuer may not, directly or indirectly, consolidate, amalgamate or

merge with or into or wind up or convert into (whether or not the Issuer is the surviving Person), or sell, assign, transfer,lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, toany Person unless:

(1) the Issuer is the surviving person or the Person formed by or surviving any such consolidation, amalgamation,merger, winding up or conversion (if other than the Issuer) or to which such sale, assignment, transfer, lease,conveyance or other disposition will have been made is a corporation, partnership or limited liability companyorganized or existing under the laws of any member state of the European Union on January 1, 2004, the United

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States, the District of Columbia, or any state or territory thereof (the Issuer or such Person, as the case may be,being herein called the “Successor Company”); provided that in the case where the surviving Person is not acorporation, a co-obligor of the Senior Secured Notes is a corporation;

(2) the Successor Company (if other than the Issuer) expressly assumes all the obligations of the Issuer under theSenior Secured Indenture and the Senior Secured Notes pursuant to supplemental indentures or other documentsor instruments in form and substance reasonably satisfactory to the Trustee;

(3) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligationof the Successor Company or any of its Restricted Subsidiaries as a result of such transaction as having beenIncurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), no Defaultshall have occurred and be continuing;

(4) immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginningof the applicable four-quarter period (and treating any Indebtedness which becomes an obligation of theSuccessor Company or any of its Restricted Subsidiaries as a result of such transaction as having been Incurredby the Successor Company or such Restricted Subsidiary at the time of such transaction), either:

(a) the Successor Company would be permitted to Incur at least £1.00 of additional Indebtedness pursuant tothe Fixed Charge Coverage Ratio and Senior Secured Indebtedness Leverage Ratio tests set forth in thefirst paragraph of the covenant described under “Description of the Senior Secured Notes—CertainCovenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and PreferredStock;” or

(b) (i) the Fixed Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries would begreater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such transactionand (ii) to the extent the Indebtedness to be Incurred by the Successor Company or any of its RestrictedSubsidiaries is Senior Secured Indebtedness, the Senior Secured Indebtedness Leverage Ratio for theSuccessor Company and its Restricted Subsidiaries would be no more than such ratio for the Issuer andits Restricted Subsidiaries immediately prior to such transaction;

(5) If the Successor Company is not the Issuer, each Senior Secured Note Guarantor, unless it is the other party tothe transactions described above, shall have by supplemental indenture confirmed that its Senior Secured NoteGuarantee shall apply to such Person’s obligations under the Senior Secured Indenture, the Senior SecuredNotes, the Security Documents and the Intercreditor Agreement; and

(6) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating thatsuch consolidation, merger, amalgamation or transfer and such supplemental indentures (if any) comply with theSenior Secured Indenture.

The Successor Company (if other than the Issuer) will succeed to, and be substituted for, the Issuer under the SeniorSecured Indenture and the Senior Secured Notes, and in such event the Issuer will automatically be released and dischargedfrom its obligations under the Senior Secured Indenture and the Senior Secured Notes. Notwithstanding the foregoing clauses(3) and (4), (a) any Restricted Subsidiary may merge, consolidate or amalgamate with or transfer all or part of its propertiesand assets to the Issuer or to another Restricted Subsidiary, and (b) the Issuer may merge, consolidate or amalgamate with anAffiliate incorporated solely for the purpose of reincorporating the Issuer in another member state of the European Union onJanuary 1, 2004, the United States, the District of Columbia, or any state or territory thereof, or may convert into a limitedliability company, so long as the amount of Indebtedness of the Issuer and its Restricted Subsidiaries is not increased thereby(any transaction described in this sentence a “Specified Merger/Transfer Transaction”). The provisions set forth in this“Description of the Senior Secured Notes—Merger, Amalgamation, Consolidation or Sale of All or Substantially All Assets”will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Issuer and itsRestricted Subsidiaries.

The Senior Secured Indenture further will provide that, subject to certain limitations in the Senior Secured Indenturegoverning release of a Senior Secured Note Guarantee upon the sale or disposition of a Restricted Subsidiary of the Issuerthat is a Senior Secured Note Guarantor, no Senior Secured Note Guarantor will, and the Issuer will not permit any SeniorSecured Note Guarantor to, consolidate, amalgamate or merge with or into or wind up into (whether or not such SeniorSecured Note Guarantor is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all orsubstantially all of its properties or assets in one or more related transactions to, any Person unless:

(1) either (a) such Senior Secured Note Guarantor is the surviving Person or the Person formed by or surviving anysuch consolidation, amalgamation or merger (if other than such Senior Secured Note Guarantor) or to which suchsale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation,partnership or limited liability company organized or existing under the laws of any member state of theEuropean Union on January 1, 2004, the United States, the District of Columbia, or any state or territory thereof

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(such Senior Secured Note Guarantor or such Person, as the case may be, being herein called the “SuccessorSenior Secured Note Guarantor”), and the Successor Senior Secured Note Guarantor (if other than such SeniorSecured Note Guarantor) expressly assumes all the obligations of such Senior Secured Note Guarantor under theSenior Secured Indenture, the Security Documents, the Intercreditor Agreement and such Senior Secured NoteGuarantors’ Senior Secured Note Guarantee pursuant to a supplemental indenture or other documents orinstruments in form reasonably satisfactory to the Trustee, or (b) if such sale or disposition or consolidation,amalgamation or merger is with a Person other than the Issuer or any Restricted Subsidiary, such sale ordisposition or consolidation, amalgamation or merger is not in violation of the covenant described above underthe caption “Description of the Senior Secured Notes—Certain Covenants—Asset Sales;” and

(2) the Successor Senior Secured Note Guarantor (if other than such Senior Secured Note Guarantor) shall havedelivered or caused to be delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, eachstating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any)comply with the Senior Secured Indenture.

Subject to certain limitations described in the Senior Secured Indenture, in a transaction to which paragraph(1)(a) above applies, the Successor Senior Secured Note Guarantor (if other than such Senior Secured Note Guarantor) willsucceed to, and be substituted for, such Senior Secured Note Guarantor under the Senior Secured Indenture and such SeniorSecured Note Guarantor’s Senior Secured Note Guarantee, and such Senior Secured Note Guarantor will automatically bereleased and discharged from its obligations under the Senior Secured Indenture and such Senior Secured Note Guarantor’sSenior Secured Note Guarantee. Notwithstanding the foregoing, (1) a Senior Secured Note Guarantor may merge,amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating such Senior Secured NoteGuarantor in another member state of the European Union on January 1, 2004, the United States, the District of Columbia, orany state or territory thereof, so long as the amount of Indebtedness of the Senior Secured Note Guarantor is not increasedthereby, and (2) a Senior Secured Note Guarantor may merge, amalgamate or consolidate with another Senior Secured NoteGuarantor or the Issuer.

In addition, notwithstanding the foregoing, any Senior Secured Note Guarantor may consolidate, amalgamate or mergewith or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of itsproperties or assets (collectively, a “Transfer”) to (x) the Issuer or any Senior Secured Note Guarantor or (y) any RestrictedSubsidiary of the Issuer that is not a Senior Secured Note Guarantor; provided that at the time of each such Transfer pursuantto clause (y) the aggregate amount of all such Transfers since the Acquisition Date shall not exceed 5.0% of the consolidatedassets of the Issuer and the Senior Secured Note Guarantors as shown on the most recent available balance sheet of the Issuerand the Restricted Subsidiaries after giving effect to each such Transfer and including all Transfers occurring from and afterthe Acquisition Date (excluding Transfers in connection with the Transactions described in the Listing Particulars).

Limitation on Other Activities. Notwithstanding anything in the Senior Secured Indenture to the contrary, prior to theAcquisition Date, the Issuer will not engage in any business operations or other activities, including but not limited toIncurring Indebtedness, making Restricted Payments, consummating Asset Dispositions, entering into Affiliate Transactionsand Incurring or permitting to exist any Lien on any of its properties, other than those undertaken in connection with theTransactions.

Additional Covenants. The Senior Secured Indenture also contains covenants with respect to the following matters:(a) payment of the principal, premium, any Additional Amounts and interest; (b) maintenance of an office or agency inLondon; and (c) arrangements regarding the handling of money held in trust.

DefaultsAn Event of Default will be defined in the Senior Secured Indenture as:(1) a default in any payment of interest on any Senior Secured Note when due, continued for 30 days;(2) a default in the payment of principal or premium, if any, of any Senior Secured Note when due at its Stated

Maturity, upon optional redemption, upon required repurchase or upon declaration or otherwise,(3) the failure by the Issuer or any of Restricted Subsidiaries to comply with (a) the covenant described under

“Description of the Senior Secured Notes—Certain Covenants—Whitewash” for 30 days after notice or (b) thecovenant described under “Description of the Senior Secured Notes—Merger, Amalgamation, Consolidation orSale of All or Substantially All Assets;”

(4) the failure by the Issuer or any of Restricted Subsidiaries to comply for 60 days after notice with its otheragreements contained in the Senior Secured Notes or the Senior Secured Indenture;

(5) the failure by the Issuer or any Significant Subsidiary to pay any Indebtedness (other than Indebtedness owing tothe Issuer or a Restricted Subsidiary) within any applicable grace period after final maturity or the acceleration ofany such Indebtedness by the holders thereof because of a default, in each case, if the total amount of such

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Indebtedness unpaid or accelerated exceeds £15.0 million or its foreign currency equivalent (the “cross-acceleration provision”);

(6) certain events of bankruptcy, insolvency or reorganization of Holdings, the Issuer or a Significant Subsidiary (the“bankruptcy provisions”);

(7) failure by the Issuer or any Significant Subsidiary to pay final judgments aggregating in excess of £15.0 millionor its foreign currency equivalent (net of any amounts which are covered by enforceable insurance policies issuedby solvent carriers), which judgments are not discharged, waived or stayed for a period of 60 days (the “judgmentdefault provision”);

(8) any Senior Secured Note Guarantee of a Significant Subsidiary (or any Senior Secured Note Guarantees of oneor more Senior Secured Note Guarantors that would collectively represent a Significant Subsidiary) ceases to bein full force and effect (except as contemplated by the terms thereof or the terms of the Senior Secured Indentureor the Intercreditor Agreement) or any Senior Secured Note Guarantor that qualifies as a Significant Subsidiary(or one or more Senior Secured Note Guarantors that collectively would represent a Significant Subsidiary)denies or disaffirms its obligations under the Senior Secured Indenture or any Senior Secured Note Guaranteeand such Default continues for 20 days; or

(9) the security interest purported to be created under any Security Document shall, at any time, cease to be in fullforce and effect and constitute a valid and perfected lien with the priority required by the applicable SecurityDocument for any reason other than the satisfaction in full of all obligations under the Senior Secured Indentureand discharge of the Senior Secured Indenture or in accordance with the terms of the Intercreditor Agreement orany security interest purported to be created under any Security Document shall be declared invalid orunenforceable (other than any such failure to be in full force and effect and constitute a valid and perfected lienwith the priority required by the applicable Security Document that would not be material to the senior securednoteholders) or the Issuer or any Person granting Collateral the subject of any such security interest shall assert,in any pleading in any court of competent jurisdiction, that any such security interest is invalid or unenforceableand (but only in the event that such failure to be in full force and effect or such assertion is capable of beingcured without imposing any new hardening period, in equity or at law, that such security interest was nototherwise subject immediately prior to such failure or assertion) such failure to be in full force and effect or suchassertion shall have continued uncured for a period of 10 days (the “security default provision”).

The foregoing will constitute Events of Default whatever the reason for any such Event of Default and whether it isvoluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or anyorder, rule or regulation of any administrative or governmental body.

However, a default under clause (3)(a) or (4) will not constitute an Event of Default until the Trustee or the holders of25% in principal amount of outstanding Senior Secured Notes of such series notify the Issuer of the default and the Issuerdoes not cure such default within the time specified in clause (3)(a) or (4) hereof, as applicable, after receipt of such notice.

If an Event of Default (other than a Default relating to certain events of bankruptcy, insolvency or reorganization of theIssuer) occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of outstanding Senior SecuredNotes by notice to the Issuer may declare the principal of, premium, if any, and accrued but unpaid interest on all the SeniorSecured Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payableimmediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Issueroccurs, the principal of, premium, if any, and interest on all the Senior Secured Notes will become immediately due andpayable without any declaration or other act on the part of the Trustee or any holders. Under certain circumstances, theholders of a majority in principal amount of outstanding Senior Secured Notes may rescind any such acceleration withrespect to the Senior Secured Notes and its consequences.

In the event of any Event of Default specified in clause (5) of the first paragraph above, such Event of Default and allconsequences thereof (excluding, however, any resulting payment default) will be annulled, waived and rescinded,automatically and without any action by the Trustee or the holders of the Senior Secured Notes, if within 20 days after suchEvent of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guaranteethat is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived theacceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis forsuch Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of theSenior Secured Notes as described above be annulled, waived or rescinded upon the happening of any such events.

Subject to the provisions of the Senior Secured Indenture relating to the duties of the Trustee, in case an Event ofDefault occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under theSenior Secured Indenture at the request or direction of any of the holders unless such holders have offered to the Trusteeindemnity or security satisfactory to it against any loss, liability or expense. Except to enforce the right to receive payment of

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principal, premium (if any) or interest when due, no holder may pursue any remedy with respect to the Senior SecuredIndenture or the Senior Secured Notes unless:

(1) such holder has previously given the Trustee notice that an Event of Default is continuing,

(2) holders of at least 25% in principal amount of the outstanding Senior Secured Notes have requested the Trusteeto pursue the remedy,

(3) such holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability orexpense,

(4) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer ofsecurity or indemnity, and

(5) the holders of a majority in principal amount of the outstanding Senior Secured Notes have not given the Trusteea direction inconsistent with such request within such 60-day period.

Subject to certain restrictions, the holders of a majority in principal amount of outstanding Senior Secured Notes aregiven the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee orof exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction thatconflicts with law or the Senior Secured Indenture or that the Trustee determines is unduly prejudicial to the rights of anyother holder or that would involve the Trustee in personal liability. Prior to taking any action under the Senior SecuredIndenture, the Trustee will be entitled to indemnification satisfactory to it in its sole discretion against all losses and expensescaused by taking or not taking such action.

The Senior Secured Note Indenture provides that if a Default occurs and is continuing and is actually known to theTrustee, the Trustee must mail (or otherwise deliver in accordance with applicable Euroclear and Clearstream procedures) toeach holder of Senior Secured Notes notice of the Default within the earlier of 90 days after it occurs or 30 days after it isactually known to a Trust Officer or written notice of it is received by the Trustee. In addition, the Issuer is required todeliver to the Trustee, within 120 days after the end of each fiscal year, a certificate indicating whether the signers thereofknow of any Default that occurred during the previous year. The Issuer also is required to deliver to the Trustee, within 30days after the occurrence thereof, written notice of any event which would constitute certain Defaults, their status and whataction the Issuer is taking or proposes to take in respect thereof.

Additional Intercreditor AgreementsThe Senior Secured Indenture will provide that, at the request of the Issuer, in connection with the Incurrence by the

Issuer or its Restricted Subsidiaries of any Indebtedness for borrowed money permitted pursuant to the first paragraph orclause (a), (n), (u) or (v), or (c) (to the extent consisting of any of the foregoing) or (j) or (m) (to the extent the items in suchclauses relate to one or more of the foregoing or any Indebtedness Incurred pursuant to clause (b)) or (d) (other than withrespect to Capitalized Lease Obligations) or (l) (to the extent relating to one or more of the foregoing) of the secondparagraph, in each case of the covenant described under “Description of the Senior Secured Notes—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” the Issuer, the relevantRestricted Subsidiaries and the Trustee shall enter into with the holder of such Indebtedness (or their duly authorizedRepresentatives) an intercreditor agreement (an “Additional Intercreditor Agreement”) on substantially the same terms as theIntercreditor Agreement (or terms not materially less favorable to the holders of the Senior Secured Notes), includingcontaining substantially the same terms with respect to the priority of Senior Secured Note Guarantees; provided, that suchAdditional Intercreditor Agreement will not impose any personal obligations on the Trustee or, in the opinion of the Trustee,adversely affect the rights, duties, liabilities or immunities of the Trustee under the Senior Secured Indenture or theIntercreditor Agreement.

The Senior Secured Indenture also will provide that, at the direction of the Issuer and without the consent of seniorsecured noteholders, the Trustee shall from time to time enter into one or more amendments to the Intercreditor Agreement orany Additional Intercreditor Agreement to: (1) cure any ambiguity, omission, mistake, defect or inconsistency of any suchagreement, (2) increase the amount or types of Indebtedness covered by any such agreement that may be Incurred by theIssuer or a Restricted Subsidiary (including with respect to any Intercreditor Agreement or Additional IntercreditorAgreement the addition of provisions relating to new Indebtedness ranking junior in right of payment to the Senior SecuredNotes and Senior Notes), (3) add parties to the Intercreditor Agreement or an Additional Intercreditor Agreement, includingSenior Secured Note Guarantors, or successors, including successor trustees or other Representatives, (4) secure the SeniorSecured Notes (including Additional Senior Secured Notes or any Subordinated Indebtedness, to the extent permittedhereunder), (5) make provision for equal and ratable pledges of any collateral to secure the Senior Secured Notes or anyAdditional Senior Secured Notes or (6) make any other change to any such agreement that does not adversely affect theSenior Secured Notes in any material respect. The Issuer shall not otherwise direct the Trustee to enter into any amendmentto any Intercreditor Agreement without the consent of the holders representing a majority in aggregate principal amount of

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the Senior Secured Notes then outstanding, except as otherwise permitted below under “Description of the Senior SecuredNotes—Amendments and Waivers,” and the Issuer may only direct the Trustee to enter into any amendment to the extentsuch amendment does not impose any personal obligations on the Trustee or, in the opinion of the Trustee, adversely affectthe rights, duties, liabilities or immunities of the Trustee under the Senior Secured Indenture or any Intercreditor Agreement.

The Senior Secured Indenture also will provide that each senior secured noteholder, by accepting a Senior SecuredNote, shall be deemed to have agreed to and accepted the terms and conditions of any Intercreditor Agreement (whether thenentered into or entered into in the future pursuant to the provisions described herein) and the performance by the Trustee ofits obligations and the exercise of its rights thereunder and in connection therewith. A copy of the Intercreditor Agreementshall be made available for inspection during normal business hours on any Business Day upon prior written request at theoffices of the Trustee and, for so long as any Senior Secured Notes are listed on the Irish Stock Exchange and admitted totrading on the Alternative Securities Market thereof at the offices of the Paying Agent in Dublin.

Amendments and WaiversSubject to certain exceptions, the Senior Secured Indenture may be amended with the consent of the holders of a

majority in principal amount of the Senior Secured Notes then outstanding and any past default or compliance with anyprovisions may be waived with the consent of the holders of a majority in principal amount of the Senior Secured Notes thenoutstanding; provided, that (i) if any amendment, waiver or other modification would by its terms disproportionately andadversely affect the Senior Secured Floating Rate Notes or the Senior Secured Toggle Notes, such amendment, waiver orother modification shall also require the consent of the holders of at least a majority in principal amount of the thenoutstanding Senior Secured Floating Rate Notes or the Senior Secured Toggle Notes, as the case may be, and (ii) if anyamendment, waiver or other modification would only affect the Senior Secured Floating Rate Notes or the Senior SecuredToggle Notes, only the consent of the holders of at least a majority in principal amount of the then outstanding SeniorSecured Floating Rate Notes or Senior Secured Toggle Notes (and not the consent of at least a majority of all Senior SecuredNotes), as the case may be, shall be required. However, without the consent of the holders of not less than 90% of the thenoutstanding aggregate principal amount of the Senior Secured Notes, no amendment may, among other things:

(1) reduce the amount of Senior Secured Notes whose holders must consent to an amendment,(2) reduce the rate of or extend the time for payment of interest on any Senior Secured Note,(3) reduce the principal of or extend the Stated Maturity of any Senior Secured Note,(4) reduce the premium or amount payable upon the redemption of any Senior Secured Note, change the time at

which any Senior Secured Note may be redeemed as described under “Description of the Senior Secured Notes—Optional Redemption”,

(5) make any Senior Secured Note payable in money other than that stated in such Senior Secured Note,(6) expressly subordinate the Senior Secured Notes or any Senior Secured Note Guarantee to any other Indebtedness

of the Issuer or any Senior Secured Note Guarantor not otherwise permitted by the Senior Secured Indenture,(7) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s

Senior Secured Notes on or after the due dates therefor or to institute suit for the enforcement of any payment onor with respect to such holder’s Senior Secured Notes,

(8) release the security interest granted for the benefit of the Holders in the Collateral other than pursuant to theterms of the Security Documents or as otherwise permitted by the Senior Secured Indenture,

(9) make any change in the amendment provisions which require the holder’s consent as described in this sentenceor in the waiver provisions,

(10) make any change in the provisions of the Senior Secured Indenture described under “Description of the SeniorSecured Notes—Withholding Taxes” that adversely affects the rights of any Holder or amend the terms of theSenior Secured Notes or the Senior Secured Indenture in a way that would result in the loss of an exemption fromany of the Taxes described thereunder, or

(11) except to the extent expressly permitted by the Senior Secured Indenture, modify any Senior Secured NoteGuarantee in any manner adverse to the holders.

Without the consent of any holder, the Issuer and the Trustee may amend the Senior Secured Indenture or theIntercreditor Agreement to cure any ambiguity, omission, mistake, defect or inconsistency, to give effect to any provision ofthe Senior Secured Indenture (including the release of any Senior Secured Note Guarantees in accordance with the terms ofthe Senior Secured Indenture, and to comply with the covenant under “Description of the Senior Secured Notes—Merger,Amalgamation, Consolidation or Sale of All or Substantially All Assets”), to provide for the assumption by a SuccessorCompany of the obligations of the Issuer under the Senior Secured Indenture and the Senior Secured Notes, to provide for theassumption by a Successor Senior Secured Note Guarantor of the obligations of a Senior Secured Note Guarantor under the

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Senior Secured Indenture and its Senior Secured Note Guarantee, to provide for uncertificated Senior Secured Notes inaddition to or in place of certificated Senior Secured Notes (provided that the uncertificated Senior Secured Notes are issuedin registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Senior SecuredNotes are described in Section 163(f)(2)(B) of the Code), to add a Senior Secured Note Guarantee with respect to the SeniorSecured Notes, to add assets to the Collateral, to release Collateral from any Lien pursuant to the Senior Secured Indentureand the Intercreditor Agreement when permitted or required by the Senior Secured Indenture, to the extent necessary toprovide for the granting of a security interest for the benefit of any Person, provided that the granting of such security interestis not prohibited under “Description of the Senior Secured Notes—Certain Covenants—Impairment of Security Interest” orotherwise under the Senior Secured Indenture, to add to the covenants of the Issuer or any Senior Secured Note Guarantor forthe benefit of the holders or to surrender any right or power conferred upon the Issuer, to make any change that does notadversely affect the rights of any holder, to evidence to give effect to the acceptance and appointment under the SeniorSecured Indenture and/or the Intercreditor Agreement of a successor Trustee, to provide for the accession of the Trustee toany instrument in connection with the Senior Secured Notes or to make certain changes to the Senior Secured Indenture toprovide for the issuance of Additional Senior Secured Notes or, at the Issuer’s election, to comply with any requirement ofthe SEC in connection with the qualification of the Senior Secured Indenture under the Trust Indenture Act, if suchqualification is required.

The consent of the noteholders is not necessary under the Senior Secured Indenture to approve the particular form ofany proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

The Issuer will, for so long as the Senior Secured Notes are listed on the Irish Stock Exchange and admitted to tradingon the Alternative Securities Market thereof, to the extent required by the guidelines of the Irish Stock Exchange, (i) informthe Irish Stock Exchange of any of the foregoing amendments, supplements and waivers and provide, if necessary, asupplement to these listing particulars setting forth reasonable details in connection with any such amendments, supplementsor waivers and (ii) deliver notice of any amendment, supplement and waiver to the Companies Announcement Office inDublin.

After an amendment under the Senior Secured Indenture becomes effective, the Issuer is required to mail (or otherwisedeliver in accordance with applicable Euroclear and Clearstream procedures) to the respective noteholders a notice brieflydescribing such amendment. However, the failure to give such notice to all noteholders entitled to receive such notice, or anydefect therein, will not impair or affect the validity of the amendment.

No Personal Liability of Directors, Officers, Employees, Managers and StockholdersNo director, officer, employee, manager, incorporator or holder of any Equity Interests in the Issuer or any direct or

indirect parent corporation, as such, will have any liability for any obligations of the Issuer under the Senior Secured Notes,the Senior Secured Indenture, or for any claim based on, in respect of, or by reason of, such obligations or their creation.Each holder of Senior Secured Notes by accepting a Senior Secured Note waives and releases all such liability. The waiverand release are part of the consideration for issuance of the Senior Secured Notes. The waiver may not be effective to waiveliabilities under the federal securities laws.

Transfer and ExchangeA noteholder may transfer or exchange Senior Secured Notes in accordance with the Senior Secured Indenture. Upon

any transfer or exchange, the registrar and the Trustee may require a noteholder, among other things, to furnish appropriateendorsements and transfer documents and the Issuer may require a noteholder to pay any taxes required by law or permittedby the Senior Secured Indenture. The Issuer is not required to transfer or exchange any Senior Secured Note selected forredemption or to transfer or exchange any Senior Secured Note for a period of 15 days prior to a selection of Senior SecuredNotes to be redeemed. The Senior Secured Notes will be issued in registered form and the registered holder of a SeniorSecured Note will be treated as the owner of such Senior Secured Note for all purposes.

Satisfaction and DischargeThe Senior Secured Indenture will be discharged and will cease to be of further effect (except as to surviving rights of

registration or transfer or exchange of Senior Secured Notes, as expressly provided for in the Senior Secured Indenture) as toall outstanding Senior Secured Notes when:

(1) either (a) all the Senior Secured Notes theretofore authenticated and delivered (except lost, stolen or destroyedSenior Secured Notes which have been replaced or paid and Senior Secured Notes for whose payment money hastheretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issueror discharged from such trust) have been delivered to the Trustee for cancellation or (b) all of the Senior SecuredNotes (i) have become due and payable, (ii) will become due and payable at their stated maturity within one yearor (iii) if redeemable at the option of the Issuer, are to be called for redemption within one year underarrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at

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the expense, of the Issuer, and the Issuer has irrevocably deposited or caused to be deposited with the Trusteefunds in an amount sufficient to pay and discharge the entire Indebtedness on the Senior Secured Notes nottheretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the SeniorSecured Notes to the date of deposit together with irrevocable instructions from the Issuer directing the Trusteeto apply such funds to the payment thereof at maturity or redemption, as the case may be;

(2) the Issuer and/or the Senior Secured Note Guarantors have paid all other sums payable under the Senior SecuredIndenture; and

(3) the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that allconditions precedent under the Senior Secured Indenture relating to the satisfaction and discharge of the SeniorSecured Indenture have been complied with.

DefeasanceThe Issuer at any time may terminate all its obligations under the Senior Secured Notes and the Senior Secured

Indenture (“legal defeasance”), and cure any existing Defaults and Events of Default, except for certain obligations,including those respecting the defeasance trust and obligations to register the transfer or exchange of the Senior SecuredNotes, to replace mutilated, destroyed, lost or stolen Senior Secured Notes and to maintain a registrar and paying agent inrespect of the Senior Secured Notes. The Issuer at any time may terminate its obligations under the covenants describedunder “Description of the Senior Secured Notes—Certain Covenants,” the operation of the cross-acceleration provision andthe bankruptcy provisions with respect to Significant Subsidiaries, and the security default provision and the judgmentdefault provision described under “Description of the Senior Secured Notes—Defaults” and the undertakings and covenantscontained under “Description of the Senior Secured Notes—Change of Control” and “Description of the Senior SecuredNotes—Merger, Amalgamation, Consolidation or Sale of All or Substantially All Assets” (“covenant defeasance”). If theIssuer exercises its legal defeasance option or its covenant defeasance option, each Senior Secured Note Guarantor will bereleased from all of its obligations with respect to its Senior Secured Note Guarantee.

The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasanceoption. If the Issuer exercises its legal defeasance option, payment of the Senior Secured Notes may not be acceleratedbecause of an Event of Default with respect thereto. If the Issuer exercises its covenant defeasance option, payment of theSenior Secured Notes may not be accelerated because of an Event of Default specified in clause (3), (4), (5), (6) (with respectonly to Significant Subsidiaries), (7) (with respect only to Significant Subsidiaries), (8) or (9) under “Description of theSenior Secured Notes—Defaults” or because of the failure of the Issuer to comply with the first clause (4) under “Descriptionof the Senior Secured Notes—Merger, Amalgamation, Consolidation or Sale of All or Substantially All Assets.”

In order to exercise its defeasance option, the Issuer must irrevocably deposit in trust (the “defeasance trust”) with theTrustee money in pounds sterling or European Government Obligations denominated in pounds sterling for the payment ofprincipal, premium (if any) and interest on the Senior Secured Notes to redemption or maturity, as the case may be, and mustcomply with certain other conditions set out in the Senior Secured Indenture, including delivery to the Trustee of an Opinionof Counsel to the effect that holders of the Senior Secured Notes will not recognize income, gain or loss for Federal incometax purposes as a result of such deposit and defeasance and will be subject to Federal income tax on the same amount and inthe same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and, inthe case of legal defeasance only, such Opinion of Counsel must be based on a ruling of the Internal Revenue Service orchange in applicable Federal income tax law).

Concerning the TrusteeDeutsche Trustee Company Limited is the Trustee under the Senior Secured Indenture.

NoticesAll notices to senior secured noteholders will be validly given if mailed to them at their respective addresses in the

register of the holders of the Senior Secured Notes, if any, maintained by the Registrar (or otherwise delivered in accordancewith applicable Euroclear and Clearstream procedures). In addition, for so long as any of the Senior Secured Notes are listedon the Irish Stock Exchange and admitted to trading on the Alternative Securities Market thereof and the guidelines of theIrish Stock Exchange so require, notices, with respect to the Senior Secured Notes listed on the Irish Stock Exchange will bepublished by delivery to the Companies Announcement Office in Dublin. In addition, for so long as any Senior SecuredNotes are represented by Global Senior Secured Notes, all notices to holders of the Senior Secured Notes will be delivered toEuroclear and Clearstream, each of which will give such notices to the holders of Book-Entry Interests.

Each such notice shall be deemed to have been given on the date of such publication or, if published more than once ondifferent dates, on the first date on which publication is made, provided that, if notices are mailed (or otherwise delivered inaccordance with applicable Euroclear and Clearstream procedures), such notice shall be deemed to have been given on thelater of such publication and the seventh day after being so mailed or delivered. Any notice or communication mailed to a

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senior secured noteholder shall be mailed to such Person by first-class mail or other equivalent means (or otherwise deliveredin accordance with applicable Euroclear and Clearstream procedures) and shall be sufficiently given to him if so mailed ordelivered within the time prescribed. Failure to mail (or otherwise deliver in accordance with applicable Euroclear andClearstream procedures) a notice or communication to a senior secured noteholder or any defect in it shall not affect itssufficiency with respect to other senior secured noteholders. If a notice or communication is mailed or delivered in themanner provided above, it is duly given, whether or not the addressee receives it.

Currency Indemnity and Calculation of Pounds Sterling-denominated RestrictionsPounds sterling is the sole currency of account and payment for all sums payable by the Issuer or any Senior Secured

Note Guarantor under or in connection with the Senior Secured Notes, including damages. Any amount received or recoveredin a currency other than pounds sterling, whether as a result of, or the enforcement of, a judgment or order of a court of anyjurisdiction, in the winding-up or dissolution of the Issuer or any Senior Secured Note Guarantor or otherwise by any seniorsecured noteholder or by the Trustee, in respect of any sum expressed to be due to it from the Issuer or any Senior SecuredNote Guarantor will only constitute a discharge to the Issuer or any Senior Secured Note Guarantor to the extent of thepounds sterling amount which the recipient is able to purchase with the amount so received or recovered in that othercurrency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first dateon which it is practicable to do so).

If that pounds sterling amount is less than the pounds sterling amount expressed to be due to the recipient or theTrustee under any Senior Secured Note, the Issuer and any Senior Secured Note Guarantor will indemnify such recipientagainst any loss sustained by it as a result. In any event, the relevant Issuer and any Senior Secured Note Guarantor willindemnify the recipient against the cost of making any such purchase. For the purposes of this currency indemnity provision,it will be prima facie evidence of the matter stated therein for the holder of a Senior Secured Note or the Trustee to certify ina manner satisfactory to the Issuer (indicating the sources of information used) the loss it Incurred in making any suchpurchase. These indemnities constitute a separate and independent obligation from the Issuer and any Senior Secured NoteGuarantor’s other obligations, will give rise to a separate and independent cause of action, will apply irrespective of anywaiver granted by any holder of a Senior Secured Note or the Trustee (other than a waiver of the indemnities set out herein)and will continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respectof any sum due under any Senior Secured Note or to the Trustee.

Except as otherwise specifically set forth herein, for purposes of determining compliance with any pounds sterling-denominated restriction herein, the Sterling Equivalent amount for purposes hereof that is denominated in a non-poundssterling currency shall be calculated based on the relevant currency exchange rate in effect on the date such non-poundssterling amount is Incurred or made, as the case may be.

Consent to Jurisdiction and ServiceEach of the Issuer and the Senior Secured Note Guarantors will irrevocably and unconditionally: (1) submit itself and

its property in any legal action or proceeding relating to the Senior Secured Indenture to which it is a party, or for recognitionand enforcement of any judgment in respect thereof, to the general jurisdiction of the Courts of the State of New York, sittingin the Borough of Manhattan, The City of New York, the courts of the United States of America for the Southern District ofNew York, appellate courts from any thereof and courts of its own corporate domicile, with respect to actions brought againstit as defendant; (2) consent that any such action or proceeding may be brought in such courts and waive any objection that itmay now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceedingwas brought in an inconvenient court and agrees not to plead or claim the same; and (3) appoint CT Corporation System,currently having an office at 111 Eighth Avenue, New York, New York 10011, as its agent to receive on its behalf service ofall process in any such action or proceeding, such service being hereby acknowledged by each of the Issuer and the SeniorSecured Note Guarantors to be effective and binding in every respect.

Enforceability of JudgmentsSince substantially all of the assets of the Issuer and the Senior Secured Note Guarantors are outside the United States,

any judgment obtained in the United States against the Issuer or any Senior Secured Note Guarantor, including judgmentswith respect to the payment of principal, premium, interest, Additional Amounts, redemption price and any purchase pricewith respect to the Senior Secured Notes, may not be collectable within the United States.

Governing LawThe Senior Secured Indenture will provide that it and the Senior Secured Notes will be governed by, and construed in

accordance with, the laws of the State of New York.

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Book-Entry, Delivery and FormGeneral

The Senior Secured Floating Rate Notes will have minimum denominations of £50,000 and integral multiples of£1,000. The Senior Secured Toggle Notes will have minimum denominations of £1.00 and integral multiples of £1.00. TheSenior Secured Toggle Notes may only be transferred or exchanged in principal amounts of £50,000 or greater.

The Senior Secured Notes sold within the United States to qualified institutional buyers in reliance on Rule 144A underthe Securities Act will be represented by one or more global Senior Secured Notes in registered form without interestcoupons attached (collectively, the “Rule 144A Global Senior Secured Notes”). The Rule 144A Global Senior Secured Noteswill be deposited with and registered in the name of the nominee of the common depositary for the accounts of Euroclear andClearstream (the “Common Depositary”).

The Senior Secured Notes sold outside the United States in reliance on Regulation S under the Securities Act will berepresented by one or more global Senior Secured Notes in registered form without interest coupons attached (the“Regulation S Global Senior Secured Notes” and together with the Rule 144A Global Senior Secured Notes, the “GlobalSenior Secured Notes”). The Regulation S Global Senior Secured Notes will be deposited with the common depositary andregistered in the name of the nominee of the common depositary for the accounts of Euroclear and Clearstream. Beneficialownership interests in the Regulation S Global Senior Secured Notes may be exchanged for interests in the Rule 144A GlobalSenior Secured Notes or a Definitive Registered Senior Secured Note only after the 40th day after the issuance of the SeniorSecured Notes, and then only in the case of an exchange for a Definitive Registered Senior Secured Note, in compliance withthe requirements described under “Description of the Senior Secured Notes—Transfers.”

In the event that Additional Senior Secured Notes are issued pursuant to the terms of the Senior Secured Indenture, theIssuer may, in its sole discretion, cause some or all of such Additional Senior Secured Notes, if any, to be issued in the formof one or more global Senior Secured Notes (the “Additional Global Senior Secured Notes”) and registered in the name ofand deposited with the nominee of the Common Depositary for Euroclear and/or Clearstream.

Ownership of beneficial interests in each Rule 144A Global Senior Secured Note (“Restricted Book-Entry Interests”)and ownership of interests in each Regulation S Global Senior Secured Note (the “Unrestricted Book-Entry Interests”) andownership of interests in each Additional Global Senior Secured Note (the “Additional Senior Secured Notes Book-EntryInterests” and, together with the Restricted Book-Entry Interests and the Unrestricted Book-Entry Interests, the “Book-EntryInterests”) will be limited to persons that have accounts with the relevant Depositary or persons that may hold intereststhrough such participants. Book-Entry Interests will be shown on, and transfers thereof will be effected only through, recordsmaintained in book-entry form by the relevant Depositary and their participants. As used in this section, “Depositary” means,with respect to the Global Senior Secured Notes and the Additional Global Senior Secured Notes, if any, Euroclear and/orClearstream, as applicable.

The Book-Entry Interests will not be held in definitive form. Instead, the relevant Depositary will credit on its book-entry registration and transfer systems a participant’s account with the interest beneficially owned by such participant. Thelaws of some jurisdictions, including certain states of the United States, may require that certain purchasers of securities takephysical delivery of such securities in definitive form. The foregoing limitations may impair your ability to own, transfer orpledge or grant any other security interest in Book-Entry Interests. In addition, while the Senior Secured Notes are in globalform, “holders” of Book-Entry Interests may not be considered the owners or “holders” of Senior Secured Notes for purposesof the Senior Secured Indenture.

So long as the Senior Secured Notes and any Additional Senior Secured Notes are held in global form, Euroclearand/or Clearstream, as applicable (or their respective nominees), may be considered the sole holders of Global SeniorSecured Notes for all purposes under the Senior Secured Indenture. As such, participants must rely on the procedures ofEuroclear and/or Clearstream, and indirect participants must rely on the procedures of Euroclear, Clearstream and theparticipants through which they own Book-Entry Interests, to transfer their interests or to exercise any rights of holders underthe Senior Secured Indenture.

The Issuer and the Trustee and their respective agents will not have any responsibility or be liable for any aspect of therecords relating to the Book-Entry Interests.

Issuance of Definitive Registered Senior Secured NotesUnder the terms of the Senior Secured Indenture, owners of Book-Entry Interests will not receive definitive Senior

Secured Notes in registered form (“Definitive Registered Senior Secured Notes”) in exchange for their Book-Entry Interestsunless (a) the Issuer has consented thereto in writing, or such transfer or exchange is made pursuant to one of clauses (i),(ii) or (iii) of this paragraph and (b) such transfer or exchange is in accordance with the applicable rules and procedures of therelevant Depositary and the applicable provisions of the Senior Secured Indenture. Subject to applicable provisions of the

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Senior Secured Indenture, Definitive Registered Senior Secured Notes shall be transferred to all owners of Book-EntryInterests in the relevant Global Senior Secured Note if:

(i) the Issuer notifies the Trustee in writing that the Depositaries are unwilling or unable to continue to act asdepositary and the Issuer does not appoint a successor depositary within 120 days;

(ii) any Depositary so requests if an event of default under the Senior Secured Indenture has occurred and iscontinuing; or

(iii) the Issuer, at its option, notifies the Trustee in writing that it elects to issue Definitive Registered Senior SecuredNotes under the Senior Secured Indenture.

In such an event, Definitive Registered Senior Secured Notes will be issued and registered in the name or names andissued in any approved denominations, requested by or on behalf of the relevant Depositary, as applicable (in accordancewith its customary procedures and certain certification requirements and based upon directions received from participantsreflecting the beneficial ownership of the Book-Entry Interests), and such Definitive Registered Senior Secured Notes willbear the restrictive legend referred to in “Notice to Investors,” unless that legend is not required by the Senior SecuredIndenture or applicable law. Payment of principal of, and premium, if any, and interest on the Senior Secured Notes shall bepayable at the place of payment designated by the Issuer pursuant to the Senior Secured Indenture, provided, however, that atthe Issuer’s option, payment of interest on a Senior Secured Note may be made by check mailed to the person entitled theretoto such address as shall appear on the Senior Secured Note register.

Redemption of the Global Senior Secured NotesIn the event any Global Senior Secured Note, or any portion thereof, is redeemed, the relevant Depositary will

distribute the amount received by it in respect of the Global Senior Secured Note so redeemed to the holders of the Book-Entry Interests in such Global Senior Secured Note. The redemption price payable in connection with the redemption of suchBook-Entry Interests will be equal to the amount received by the relevant Depositary in connection with the redemption ofsuch Global Senior Secured Note (or any portion thereof). We understand that under existing practices of Euroclear andClearstream, if fewer than all of the Senior Secured Notes are to be redeemed at any time, Euroclear and Clearstream willcredit their respective participants’ accounts on a proportionate basis (with adjustments to prevent fractions) or by lot or onsuch other basis as they deem fair and appropriate; provided, however, that no book-entry interest of less than £50,000 inprincipal amount may be redeemed in part.

Payments on Global Senior Secured NotesPayments of any amounts owing in respect of the Global Senior Secured Notes (including principal, premium, interest

and Additional Amounts) will be made by the Issuer in pounds sterling to the paying agents under the Senior SecuredIndenture. The paying agents will, in turn, make such payments to the relevant Depositary or its nominee, as the case may be,which will distribute such payments to their respective participants in accordance with their respective procedures.

Under the terms of the Senior Secured Indenture, the Issuer, the Trustee and the paying agents will treat the registeredholder of the Global Senior Secured Notes as the owner thereof for the purpose of receiving payments and other purposesunder the Senior Secured Indenture. Consequently, the Issuer, the Trustee and the paying agents and their respective agentshave not and will not have any responsibility or liability for:

• any aspect of the records of any Depositary or any participant or indirect participant relating to, or payments madeon account of, a Book-Entry Interest, for any such payments made by any Depositary or any participant or indirectparticipants, or maintaining, supervising or reviewing the records of any Depositary or any participant or indirectparticipant relating to or payments made on account of a Book-Entry Interest; or

• any Depositary or any participant or indirect participant.Payments by participants to owners of Book-Entry Interests held through participants are the responsibility of such

participants, as is the case with securities held for the accounts of customers registered in “street name.”

Action by Owners of Book-Entry InterestsWe understand that the Depositaries will take any action permitted to be taken by a holder of Senior Secured Notes

only at the direction of one or more participants to whose account the Book-Entry Interests in the Global Senior SecuredNotes are credited and only in respect of such portion of the aggregate principal amount of Senior Secured Notes as to whichsuch participant or participants has or have given such direction. The Depositaries will not exercise any discretion in thegranting of consents, waivers or the taking of any other action in respect of the Global Senior Secured Notes. However, ifthere is an Event of Default under the Senior Secured Notes, each of the Depositaries reserves the right to exchange theGlobal Senior Secured Notes for Definitive Registered Senior Secured Notes in certificated form, and to distribute suchDefinitive Registered Senior Secured Notes to its respective participants.

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TransfersEach Global Senior Secured Note will bear a legend to the effect set forth under the caption “Notice to Investors.”Transfers of Global Senior Secured Notes shall be limited to transfers of such Global Senior Secured Note in whole,

but (subject to the provisions described above under “Description of the Senior Secured Notes—Book- Entry, Delivery andForm—Issuance of Definitive Registered Senior Secured Notes,” to provisions described below in this section “Descriptionof the Senior Secured Notes—Transfers” and the applicable provisions of the Senior Secured Indenture), not in part, to therelevant Depositary, its successors or their respective nominees or transfers between the Depositary for the Rule 144A GlobalSenior Secured Notes, if any (initially Euroclear and Clearstream) and the Depositary for the Regulation S Global SeniorSecured Notes (initially Euroclear and Clearstream).

Restricted Book-Entry Interests may be transferred to a person who takes delivery in the form of Unrestricted Book-Entry Interests only upon delivery by the transferor of a written certification (as provided in the Senior Secured Indenture) tothe effect that such transfer is made in accordance with Regulation S under the Securities Act or otherwise in accordance withthe transfer restrictions described under “Transfer Restrictions” and “Plan of Distribution,” and in accordance with anyapplicable securities laws of any state of the United States or any other jurisdiction. Unrestricted Book-Entry Interests may betransferred to a person who takes delivery in the form of Restricted Book-Entry Interests only upon delivery by the transferorof a written certification (as provided in the Senior Secured Indenture) to the effect that such transfer is being made to aperson who the transferor reasonably believes is a “qualified institutional buyer” within the meaning of Rule 144A in atransaction meeting the requirements of Rule 144A or otherwise in accordance with the transfer restrictions described under“Transfer Restrictions” and “Plan of Distribution,” and in accordance with any applicable securities laws of any state of theUnited States or any other jurisdiction.

Subject to the foregoing, and as set forth in “Transfer Restrictions,” Book-Entry Interests may be transferred andexchanged in a manner otherwise in accordance with the terms of the Senior Secured Indenture. Any Book-Entry Interest inone of the Global Senior Secured Notes that is transferred to a person who takes delivery in the form of a Book-Entry Interestin another Global Senior Secured Note will, upon transfer, cease to be a Book-Entry Interest in the first mentioned GlobalSenior Secured Note and become a Book-Entry Interest in the relevant Global Senior Secured Note, and accordingly, willthereafter be subject to all transfer restrictions, if any, and other procedures applicable to Book-Entry Interests in such otherGlobal Senior Secured Note for as long as that person retains such Book-Entry Interests.

Definitive Registered Senior Secured Notes, if any, may be transferred and exchanged for Book-Entry Interests in aGlobal Senior Secured Note only pursuant to the terms of the Senior Secured Indenture and, if required, only after thetransferor first delivers to the Trustee a written certificate (in the form provided in the Senior Secured Indenture) to the effectthat such transfer will comply with the appropriate transfer restrictions applicable to such Senior Secured Notes. See“Transfer Restrictions” and “Plan of Distribution.”

Senior Secured Toggle Notes may be transferred, in whole or in part, in an aggregate principal amount of £50,000 orgreater.

Global Clearance and Settlement Under the Book-Entry SystemInitial Settlement

Initial settlement for the Senior Secured Notes will be made in pounds sterling. Book-Entry Interests owned throughDepositary accounts will follow the settlement procedures applicable to conventional eurobonds in registered form. In thecase of Book-Entry Interests held through Euroclear and Clearstream, such Book-Entry Interests will be credited to thesecurities custody account of Euroclear and Clearstream holders on the business day following the settlement date againstpayment for value on the settlement date.

Secondary Market TradingThe Book-Entry Interests will trade through participants of the relevant Depositary, and will settle in same-day funds.

Since the purchase determines the place of delivery, it is important to establish at the time of trading any Book-EntryInterests where both the purchaser’s and seller’s accounts are located to ensure that settlement can be made on the desiredvalue date.

Special Timing ConsiderationsYou should be aware that investors will only be able to make and receive deliveries, payments and other

communications involving Senior Secured Notes through Euroclear or Clearstream on days when those systems are open forbusiness.

In addition, because of time-zone differences, there may be complications with completing transactions involvingClearstream and/or Euroclear on the same business day as in the United States. U.S. investors who wish to transfer their

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interests in the Senior Secured Notes, or to receive or make a payment or delivery of Senior Secured Notes, on a particularday, may find that the transactions will not be performed until the next business day in Luxembourg if Clearstream is used, orBrussels if Euroclear is used.

Clearing InformationWe expect that the Senior Secured Notes will be accepted for clearance through the facilities of Euroclear and

Clearstream. The international securities identification numbers and common code numbers for the Senior Secured Notes areset out under “Admission to Trading—Clearing Information.”

Information Concerning Euroclear and ClearstreamAll Book-Entry Interests will be subject to the operations and procedures of Euroclear and Clearstream, as applicable.

We provide the following summaries of those operations and procedures solely for the convenience of investors. Theoperations and procedures of each settlement system are controlled by that settlement system and may be changed at anytime. Neither we nor the initial purchasers are responsible for those operations or procedures.

We understand the following with respect to Euroclear and Clearstream:Euroclear and Clearstream hold securities for participating organizations and facilitate the clearance and settlement of

securities transactions between their respective participants through electronic book-entry changes in the accounts of suchparticipants. Euroclear and Clearstream provide various services to their participants, including the safekeeping,administration, clearance, settlement, lending and borrowing of internationally traded securities. Euroclear and Clearstreaminterface with domestic securities markets. Euroclear and Clearstream participants are financial institutions such asunderwriters, securities brokers and dealers, banks, trust companies and certain other organizations. Indirect access toEuroclear and Clearstream is also available to others such as banks, brokers, dealers and trust companies that clear through ormaintain a custodial relationship with a Euroclear and Clearstream participant, either directly or indirectly.

The information in this section concerning Euroclear and Clearstream and their respective book-entry systems has beenobtained from sources we believe to be reliable, but the issuer takes no responsibility for the accuracy thereof.

Certain Definitions“Acquired Indebtedness” means, with respect to any specified Person:(1) Indebtedness of any other Person existing at the time such other Person is merged, consolidated or amalgamated

with or into or became a Restricted Subsidiary of such specified Person (including, for the avoidance of doubt,Indebtedness Incurred by such other Person in connection with, or in contemplation of, such other Personmerging, consolidating or amalgamating with or into or becoming a Restricted Subsidiary of such specifiedPerson); and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.“Acquisition” means the occurrence of each of (i) the acquisition by the Issuer by means of a scheme of arrangement

pursuant to Section 425 of the UK Companies Act 1985 of substantially all of the outstanding shares of capital stock of theCompany in a transaction subject to the UK City Code on Takeovers and Mergers, (ii) the reduction of capital pursuant toSection 135 of the UK Companies Act and (iii) the registration with the Registrar of Companies of all the issued share capitalof the Company in the name of the Issuer.

“Acquisition Date” means the date on which each of the actions specified in clauses (i), (ii) and (iii) of the definition of“Acquisition” has occurred.

“Acquisition Documents” means the Implementation Agreement and any other document entered into in connectiontherewith, in each case as amended, supplemented or modified from time to time prior to the Issue Date or thereafter (so longas any amendment, supplement or modification after the Issue Date, together with all other amendments, supplements andmodifications after the Issue Date, taken as a whole, is not more disadvantageous to the holders of the Senior Secured Notesin any material respect than the Acquisition Documents as in effect on the Issue Date).

“Additional Intercreditor Agreement” has the meaning specified under “Description of the Senior Secured Notes—Additional Intercreditor Agreements.”

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or underdirect or indirect common control with such specified Person. For purposes of this definition, “control” (including, withcorrelative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to anyPerson, means the possession, directly or indirectly, of the power to direct or cause the direction of the management orpolicies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

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“After-Acquired Property” means (i) assets acquired by the Issuer or any Restricted Subsidiary after the Issue Date thatconstitute accretions, additions or technological upgrades to the equipment or operations that form part of the Collateral orconstitute separate equipment, plants and operations that are integrated physically or operationally in any material respectwith any other part of the Collateral, (ii) any other assets of the Issuer or any Senior Secured Note Guarantor acquired afterthe Issue Date and (iii) any assets acquired by the Issuer or any Restricted Subsidiary in compliance with the covenantdescribed under “Description of the Senior Secured Notes—Certain Covenants—Asset Sales;” provided that After-AcquiredProperty shall not include the Excluded Assets.

“Applicable Premium” means, with respect to a Senior Secured Note at any redemption date, the greater of (i) 1.00% ofthe principal amount of such Senior Secured Note and (ii) the excess, if any, of (A) the present value at such redemption dateof (1) the redemption price of such Senior Secured Note on May 15, 2008 (such redemption price being described in thesecond paragraph under “Description of the Senior Secured Notes— Optional Redemption” exclusive of any accrued interest)plus (2) all required remaining scheduled interest payments due on such Senior Secured Note through May 15, 2008(assuming (x) with respect to Senior Secured Floating Rate Notes, that the rate of interest on the Senior Secured FloatingRate Notes for the period from the redemption date through May 15, 2008 will equal to the rate of interest on the SeniorSecured Floating Rate Notes in effect on the date on which the applicable notice of redemption is given and (y) with respectto Senior Secured Toggle Notes, that the rate of interest on the Senior Secured Toggle Notes for the period from theredemption date through May 15, 2008 will equal to the rate of interest on the Senior Secured Toggle Notes in effect on thedate on which the applicable notice of redemption is given, assuming a Cash Interest election had been made on such datewith respect to the interest period during which the notice of redemption was given) (excluding accrued but unpaid interest tothe redemption date), computed using a discount rate equal to the U.K. Gilt Rate plus 50 basis points over (B) the principalamount of such Senior Secured Note on such redemption date.

“Asset Sale” means:(1) the sale, conveyance, transfer or other disposition (whether in a single transaction or a series of related

transactions) of property or assets (including by way of a Sale/Leaseback Transaction) outside the ordinarycourse of business of the Issuer or any Restricted Subsidiary of the Issuer (each referred to in this definition as a“disposition”) or

(2) the issuance or sale of Equity Interests (other than directors’ qualifying shares and shares issued to foreignnationals or other third parties to the extent required by applicable law) of any Restricted Subsidiary (other thanto the Issuer or another Restricted Subsidiary of the Issuer and other than the issuance of Preferred Stock of aRestricted Subsidiary issued in compliance with the covenant described under “—Limitation on Incurrence ofIndebtedness and Issuance of Disqualified Stock and Preferred Stock”) (whether in a single transaction or a seriesof related transactions),

in each case other than:(a) a disposition of cash, Cash Equivalents or Investment Grade Securities or obsolete, surplus or worn-out property

or equipment in the ordinary course of business;(b) transactions permitted pursuant to the provisions described above under “Description of the Senior Secured

Notes—Merger, Amalgamation, Consolidation or Sale of All or Substantially All Assets” or any disposition thatconstitutes a Change of Control;

(c) any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under the covenantdescribed above under “Description of the Senior Secured Notes—Certain Covenants—Limitation on RestrictedPayments;”

(d) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary, which assets orEquity Interests so disposed or issued have an aggregate Fair Market Value of less than £3.0 million;

(e) any disposition of property or assets, or the issuance of securities, by a Restricted Subsidiary of the Issuer to theIssuer or by the Issuer or a Restricted Subsidiary of the Issuer to a Restricted Subsidiary of the Issuer;

(f) any exchange of assets (including a combination of assets and Cash Equivalents) for assets related to a SimilarBusiness of comparable or greater Fair Market Value or, as determined in good faith by senior management orthe Board of Directors of the Issuer, usefulness to the business of the Issuer and its Restricted Subsidiaries as awhole;

(g) foreclosure or any similar action with respect to any property or any other asset of the Issuer or any of itsRestricted Subsidiaries;

(h) any sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;(i) the lease, assignment or sublease of any real or personal property in the ordinary course of business;

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(j) any sale of inventory, trading stock or other assets in the ordinary course of business;(k) any grant in the ordinary course of business of any license of patents, trademarks, know-how or any other

intellectual property;(l) an issuance of Capital Stock pursuant to an equity incentive or compensation plan approved by the Board of

Directors;(m) dispositions consisting of the granting of Permitted Liens or Permitted Collateral Liens;(n) dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary

course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements;(o) any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or

to a Person (other than the Issuer or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquiredor from whom such Restricted Subsidiary acquired its business and assets (having been newly formed inconnection with such acquisition), made as part of such acquisition and in each case comprising all or a portionof the consideration in respect of such sale or acquisition;

(p) any surrender or waiver of contract rights or the settlement, release, recovery on or surrender of contract, tort orother claims of any kind;

(q) a transfer (including by capital contribution) of accounts receivable and related assets of the type specified in thedefinition of “Receivables Financing” (or a fractional undivided interest therein) by a Receivables Subsidiary orany Restricted Subsidiary (x) in a Qualified Receivables Financing or (y) pursuant to any other factoring onarm’s length terms or (z) in the ordinary course of business;

(r) the sale of any property in a Sale/Leaseback Transaction not prohibited by the Senior Secured Indenture withrespect to any assets built or acquired by the Issuer or any Restricted Subsidiary after the Acquisition Date;

(s) in the ordinary course of business, any lease, assignment or sublease of any real or personal property, inexchange for services (including in connection with any outsourcing arrangements) of comparable or greater FairMarket Value or, as determined in good faith by senior management or the Board of Directors of the Issuer,usefulness to the business of the Issuer and its Restricted Subsidiaries as a whole; provided, that any cash or CashEquivalents received must be applied in accordance with the covenant described under “—Certain Covenants—Asset Sales”;

(t) sales or other dispositions of Equity Interests in joint ventures in existence on the Acquisition Date; and(u) dispositions or transfers of (i) client moneys and deposits held by the Issuer and any of its Restricted Subsidiaries

in the ordinary course of business and other deposits held pursuant to regulatory requirements and (ii) insurancepremiums collected by the Issuer and any of its Restricted Subsidiaries in the ordinary course of business.

“Board of Directors” means, as to any Person, the board of directors or managers, as applicable, of such Person (or, ifsuch Person is a partnership, the board of directors or other governing body of the general partner of such Person) or any dulyauthorized committee thereof.

“Business Day” means a day other than a Saturday, Sunday or other day on which banking institutions are authorizedor required by law to close in New York City and London.

“Capital Stock” means:(1) in the case of a corporation, corporate stock or shares;(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other

equivalents (however designated) of corporate stock;(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or

limited); and(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of,

or distributions of assets of, the issuing Person.“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability

in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet(excluding the footnotes thereto) in accordance with GAAP.

“Cash Equivalents” means:(1) U.S. dollars, pounds sterling, euro, the national currency of any member state in the European Union or, in the

case of any Restricted Subsidiary that is not organized or existing under the laws of the United States, any

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member state of the European Union or any state or territory thereof, such local currencies held by it from time totime in the ordinary course of business;

(2) securities issued or directly and fully guaranteed or insured by the US, UK, Canadian, Swiss or Japanesegovernment or any country that is a member of the European Union or any agency or instrumentality thereof ineach case maturing not more than two years from the date of acquisition;

(3) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the dateof acquisition, bankers’ acceptances, in each case with maturities not exceeding one year and overnight bankdeposits, in each case with any commercial bank whose long-term debt is rated “A” or the equivalent thereof byMoody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency);

(4) repurchase obligations for underlying securities of the types described in clauses (2) and (3) above entered intowith any financial institution meeting the qualifications specified in clause (3) above;

(5) commercial paper issued by a corporation (other than an Affiliate of the Issuer) rated at least “A-2” or theequivalent thereof by S&P or “P-2” or the equivalent thereof by Moody’s (or reasonably equivalent ratings ofanother internationally recognized ratings agency) and in each case maturing within one year after the date ofacquisition;

(6) readily marketable direct obligations issued by any state of the United States of America, any province ofCanada, any member of the European Monetary Union, the United Kingdom, Switzerland or Norway or anypolitical subdivision thereof having one of the two highest rating categories obtainable from either Moody’s orS&P (or reasonably equivalent ratings of another internationally recognized ratings agency) in each case withmaturities not exceeding two years from the date of acquisition;

(7) Indebtedness issued by Persons (other than the Sponsors or any of their Affiliates) with a rating of “A” or higherfrom S&P or “A-2” or higher from Moody’s in each case with maturities not exceeding two years from the dateof acquisition;

(8) for the purpose of paragraph (a) of the definition of “Asset Sale,” any marketable securities of third partiesowned by the Issuer and/or its Restricted Subsidiaries on the Issue Date or on the Acquisition Date; and

(9) interest in investment funds investing at least 95% of their assets in securities of the types described in clauses(1) through (7) above.

“Clearstream” means Clearstream Banking, société anonyme or any successor securities clearing agency.“Code” means the Internal Revenue Code of 1986, as amended.“Company” means Countrywide plc, an English public limited company.“Consolidated Interest Expense” means, with respect to any Person for any period, the sum, without duplication, of:(1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such

expense was deducted in computing Consolidated Net Profit (including amortization of original issue discountand bond premium, the interest component of Capitalized Lease Obligations, and net payments and receipts (ifany) pursuant to interest rate Hedging Obligations (provided, however, that if Hedging Obligations result in netbenefits received by such Person, such benefits shall be credited to reduce Consolidated Interest Expense to theextent paid in cash unless, pursuant to GAAP, such net benefits are otherwise reflected in Consolidated NetProfit) and excluding amortization of deferred financing fees, debt issuance costs, commissions, fees andexpenses and expensing of any bridge commitment or other financing fees); plus

(2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid oraccrued (but excluding any capitalizing interest on Subordinated Shareholder Funding); plus

(3) commissions, discounts, yield and other fees and charges Incurred in connection with any Receivables Financingwhich are payable to Persons other than the Issuer and its Restricted Subsidiaries; minus

(4) interest income for such period (other than interest income earned on (x) client moneys, (y) customer deposits or(z) insurance premiums collected by the Issuer or any of its Subsidiaries in the ordinary course of business).

“Consolidated Leverage Ratio” means, with respect to any Person at any date, the ratio of (i) the aggregate amount ofall outstanding Indebtedness of such Person and its Restricted Subsidiaries as of such date (determined on a consolidatedbasis in accordance with GAAP) less the amount of cash and Cash Equivalents in excess of any Restricted Cash that wouldbe stated on the balance sheet of such Person and its Restricted Subsidiaries and held by such Person and its RestrictedSubsidiaries as of such date of determination to (ii) EBITDA of such Person for the four full fiscal quarters for which internalfinancial statements are available immediately preceding such date. In the event that such Person or any of its RestrictedSubsidiaries Incurs, repays, repurchases or redeems any Indebtedness subsequent to the commencement of the period for

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which the Consolidated Leverage Ratio is being calculated but prior to the event for which the calculation of theConsolidated Leverage Ratio is made (the “Consolidated Leverage Calculation Date”), then the Consolidated Leverage Ratioshall be calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemption of Indebtedness as if thesame had occurred at the beginning of the applicable four-quarter period; provided that the Issuer may elect, pursuant to anOfficers’ Certificate delivered to the Trustee, to treat all or any portion of the commitment under any Indebtedness as beingIncurred at such time, in which case any subsequent Incurrence of Indebtedness under such commitment shall not be deemed,for purposes of this calculation, to be an Incurrence at such subsequent time.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers,amalgamations, consolidations (including the Transactions) and discontinued operations (as determined in accordance withGAAP), in each case with respect to an operating unit of a business, and any operational changes that the Issuer or any of itsRestricted Subsidiaries has determined to make and/or have made during the four-quarter reference period or subsequent tosuch reference period and on or prior to or simultaneously with the Consolidated Leverage Calculation Date (each, forpurposes of this definition, a “pro forma event”) shall be calculated on a pro forma basis assuming that all such Investments,acquisitions, dispositions, mergers, amalgamations, consolidations (including the Transactions), discontinued operations andother operational changes (and the change of any associated Indebtedness and the change in EBITDA resulting therefrom)had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person thatsubsequently became a Restricted Subsidiary or was merged with or into the Issuer or any Restricted Subsidiary since thebeginning of such period shall have made any Investment, acquisition, disposition, merger, amalgamation, consolidation,discontinued operation or operational change, in each case with respect to an operating unit of a business, that would haverequired adjustment pursuant to this definition, then the Consolidated Leverage Ratio shall be calculated giving pro formaeffect thereto for such period as if such Investment, acquisition, disposition, discontinued operation, merger, amalgamation,consolidation or operational change had occurred at the beginning of the applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to any pro forma event, the pro formacalculations shall be made in good faith by a responsible financial or accounting officer of the Issuer. Any such pro formacalculation may include adjustments appropriate, in the reasonable good faith determination of the Issuer as set forth in anOfficers’ Certificate, to reflect operating expense reductions and other operating improvements or synergies reasonablyexpected to result from the applicable pro forma event (including, to the extent applicable, from the Transactions).

“Consolidated Net Profit” means, with respect to any Person for any period, the aggregate of the Net Profit of suchPerson and its Restricted Subsidiaries for such period, on a consolidated basis; provided, however, that, without duplication:

(1) any net after-tax extraordinary, nonrecurring or unusual gains or losses or income, expenses or charges (less allfees and expenses relating thereto) including, without limitation, (i) severance expenses, relocation or otherrestructuring expenses, fees, expenses or charges related to plant, facility, store and office closures,consolidations and/or shutdowns, (ii) expenses or charges in connection with the Transactions related topayments of any pension deficit, curtailments or modifications to pension or other post-employment benefitplans, excess pension charges, and (iii) any fees, expenses or charges related to any Equity Offering, PermittedInvestment, acquisition (including integration costs) or Indebtedness permitted to be Incurred by the SeniorSecured Indenture (in each case, whether or not successful), including any such fees, expenses, charges or changein control payments made under the Acquisition Documents or otherwise related to the Transactions, in eachcase, shall be excluded;

(2) any increase in amortization or depreciation or any one-time non-cash charges or increases or reductions in NetProfit, in each case resulting from purchase accounting in connection with the Transactions or any acquisitionthat is consummated after the Acquisition Date shall be excluded;

(3) the Net Profit for such period shall not include the cumulative effect of a change in accounting principles duringsuch period;

(4) any net after-tax income or loss from discontinued operations and any net after-tax gains or losses on disposal ofdiscontinued operations shall be excluded;

(5) any net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to businessdispositions or asset dispositions other than in the ordinary course of business (as determined in good faith by theBoard of Directors of the Issuer) shall be excluded;

(6) any net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to the earlyextinguishment of indebtedness or Hedging Obligations or other derivative instruments shall be excluded;

(7) the Net Profit for such period of any Person that is not a Subsidiary of such Person, or is an UnrestrictedSubsidiary, or that is accounted for by the equity method of accounting, shall be included only to the extent of theamount of dividends or distributions or other payments paid in cash (or to the extent converted into cash) to thereferent Person or a Restricted Subsidiary thereof in respect of such period;

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(8) solely for the purpose of determining the amount available for Restricted Payments under clause (1) of thedefinition of Cumulative Credit contained in “Description of the Senior Secured Notes—Certain Covenants—Limitation on Restricted Payments,” the Net Profit for such period of any Restricted Subsidiary (other than anySenior Secured Note Guarantor) shall be excluded to the extent that the declaration or payment of dividends orsimilar distributions by such Restricted Subsidiary of its Net Profit is not at the date of determination permittedwithout any prior governmental approval (which has not been obtained) or, directly or indirectly, by theoperation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule orgovernmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restrictions withrespect to the payment of dividends or similar distributions have been legally waived or are permitted under thecovenant described under “Description of the Senior Secured Notes—Certain Covenants—Dividend and OtherPayment Restrictions Affecting Subsidiaries;” provided that the Consolidated Net Profit of such Person shall beincreased by the amount of dividends or other distributions or other payments actually paid in cash (or convertedinto cash) by any such Restricted Subsidiary to such Person, to the extent not already included therein;

(9) an amount equal to the amount of Tax Distributions actually made to any parent of such Person in respect of suchperiod in accordance with clause (12) of the second paragraph under “Description of the Senior Secured Notes—Certain Covenants—Limitation on Restricted Payments” shall be included as though such amounts had been paidas income taxes directly by such Person for such period;

(10) any non-cash impairment charges or asset write-offs, and the amortization of intangibles arising in each casepursuant to GAAP or the pronouncements of the IASB shall be excluded;

(11) any non-cash expense realized or resulting from stock option plans, employee benefit plans or post-employmentbenefit plans, grants and sales of stock, stock appreciation or similar rights, stock options or other rights toofficers, directors and employees shall be excluded;

(12) any (a) one-time non-cash compensation charges, (b) the costs and expenses after the Acquisition Date related toemployment of terminated employees, (c) costs or expenses realized in connection with, resulting from or inanticipation of the Transactions or (d) costs or expenses realized in connection with or resulting from stockappreciation or similar rights, stock options or other rights existing on the Acquisition Date of officers, directorsand employees, in each case of such Person or any of its Restricted Subsidiaries, shall be excluded;

(13) accruals and reserves that are established or adjusted as a result of the Transactions (including as a result of theadoption or modification of accounting policies in connection with the Transactions) within 12 months after theAcquisition Date, and that are so required to be established in accordance with GAAP shall be excluded;

(14) solely for purposes of calculating EBITDA, (a) the Net Profit of any Person and its Restricted Subsidiaries shallbe calculated without deducting the income attributable to, or adding the losses attributable to, the minorityequity interests of third parties in any non-wholly owned Restricted Subsidiary except to the extent of dividendsdeclared or paid in respect of such period or any prior period on the shares of Capital Stock of such RestrictedSubsidiary held by such third parties and (b) any ordinary course dividend, distribution or other payment paid incash and received from any Person in excess of amounts included in clause (7) above shall be included;

(15) (a) (i) the non-cash portion of “straight-line” rent expense shall be excluded and (ii) the cash portion of “straight-line” rent expense that exceeds the amount expensed in respect of such rent expense shall be included and(b) non-cash gains, losses, income and expenses resulting from fair value accounting required by the applicablestandard under GAAP shall be excluded;

(16) unrealized gains and losses relating to hedging transactions and mark-to-market of Indebtedness denominated inforeign currencies resulting from the applications of the applicable standard under GAAP shall be excluded; and

(17) solely for the purpose of calculating Restricted Payments, the difference, if positive, of the Consolidated Taxes ofthe Issuer calculated in accordance with GAAP and the actual Consolidated Taxes paid in cash by the Issuerduring any Reference Period shall be included.

Notwithstanding the foregoing, for the purpose of the covenant described under “Description of the Senior SecuredNotes—Certain Covenants—Limitation on Restricted Payments” only, there shall be excluded from Consolidated Net Profitany dividends, repayments of loans or advances or other transfers of assets from Unrestricted Subsidiaries of the Issuer or aRestricted Subsidiary of the Issuer to the extent such dividends, repayments or transfers increase the amount of RestrictedPayments permitted under such covenant pursuant to clauses (5) and (6) of the definition of Cumulative Credit containedtherein.

“Consolidated Non-cash Charges” means, with respect to any Person for any period, the aggregate depreciation,amortization and other non-cash expenses including any write-offs or write-downs, amortization of deferred financing feesand amortization of expenses attributable to pending real estate brokerage transactions and property listings, of such Personand its Restricted Subsidiaries reducing Consolidated Net Profit of such Person for such period on a consolidated basis and

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otherwise determined in accordance with GAAP, but excluding any such charge which consists of or requires an accrual of,or cash reserve for, anticipated cash charges for any future period.

“Consolidated Taxes” means with respect to any Person for any period, provision for taxes based on income, profits orcapital, including, without limitation, state, franchise and similar taxes and any Tax Distributions taken into account incalculating Consolidated Net Profit.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases,dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primaryobligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whetheror not contingent:

(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor;(2) to advance or supply funds:

(a) for the purchase or payment of any such primary obligation, or(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth

or solvency of the primary obligor; or(3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary

obligation of the ability of the primary obligor to make payment of such primary obligation against loss inrespect thereof.

“Credit Agreements” means the Revolving Credit Facility and the Term Loan Facilities.“Credit Agreement Documents” means the collective reference to any Credit Agreement, any notes issued pursuant

thereto and the guarantees thereof, and the collateral documents relating thereto, as amended, supplemented, restated,renewed, refunded, replaced, restructured, repaid, refinanced or otherwise modified from time to time.

“Currency Agreement” means, in respect of a Person, any foreign exchange contract, currency swap agreement,currency futures contract, currency option contract, currency derivative or other similar agreement to which such Person is aparty or beneficiary.

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.“Designated Non-cash Consideration” means the Fair Market Value of non-cash consideration received by the Issuer

or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cashConsideration pursuant to an Officers’ Certificate, setting forth the basis of such valuation, less the amount of CashEquivalents received in connection with a subsequent sale of such Designated Non-cash Consideration.

“Designated Preferred Stock” means Preferred Stock of the Issuer or any direct or indirect parent of the Issuer (otherthan Disqualified Stock), that is issued for cash (other than to the Issuer or any of its Subsidiaries or an employee stockownership plan or trust established by the Issuer or any of its Subsidiaries) and is so designated as Designated PreferredStock, pursuant to an Officers’ Certificate, on the issuance date thereof.

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms (or by theterms of any security into which it is convertible or for which it is redeemable or exchangeable), or upon the happening ofany event:

(1) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than as a resultof a change of control or asset sale, provided that the relevant asset sale or change of control provisions, taken asa whole, are not materially more disadvantageous to the holders of the Senior Secured Notes than is customary incomparable transactions (as determined in good faith by the Issuer));

(2) is convertible or exchangeable for Indebtedness or Disqualified Stock of such Person; or(3) is redeemable at the option of the holder thereof, in whole or in part (other than solely as a result of a change of

control or asset sale),in each case prior to 91 days after the maturity date of the Senior Secured Notes or the date the Senior Secured Notes are nolonger outstanding; provided, however, that only the portion of Capital Stock which so matures or is mandatorily redeemable,is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed tobe Disqualified Stock; provided, further, however, that if such Capital Stock is issued to any employee or to any plan for thebenefit of employees of the Issuer or its Subsidiaries or by any such plan to such employees, such Capital Stock shall notconstitute Disqualified Stock solely because it may be required to be repurchased by the Issuer in order to satisfy applicablestatutory or regulatory obligations or as a result of such employee’s termination, death or disability; provided, further, thatany class of Capital Stock of such Person that by its terms authorizes such Person to satisfy its obligations thereunder bydelivery of Capital Stock that is not Disqualified Stock shall not be deemed to be Disqualified Stock.

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“EBITDA” means, with respect to any Person for any period, the Consolidated Net Profit of such Person for suchperiod plus, without duplication, to the extent the same was deducted in calculating Consolidated Net Profit:

(1) Consolidated Taxes; plus(2) Consolidated Interest Expense; plus(3) Consolidated Non-cash Charges; plus(4) business optimization expenses and other restructuring charges, expenses or reserves (which, for the avoidance of

doubt, shall include, without limitation, the effect of retention, systems establishment costs and curtailments ormodifications to pension and post retirement employee benefit plans that result in pension settlement charges);provided that with respect to each business optimization expense or other restructuring charge, expense orreserve, the Issuer shall have delivered to the Trustee an Officers’ Certificate specifying and quantifying suchexpense, charge or reserve and stating that such expense, charge or reserve is a business optimization expense orother restructuring charge or reserve, as the case may be; plus

(5) the amount of management, monitoring, consulting and advisory fees and related expenses paid to the Sponsors(or any accruals relating to such fees and related expenses) during such period pursuant to the terms of theagreements between the Sponsors and the Issuer and its Subsidiaries as described with particularity in the ListingParticulars and as in effect on the Acquisition Date; plus

(6) all add backs reflected in the financial presentation of “Adjusted EBITDA” in the amounts set forth in and asfurther described in these Listing Particulars, but only to the extent such add backs occurred in the consecutivefour quarter period used in the calculations of Fixed Charge Coverage Ratio, Consolidated Leverage Ratio andSenior Secured Indebtedness Leverage Ratio, as the case may be; plus

(7) refurbishment costs relating to agency offices acquired by the Issuer or any Restricted Subsidiary after theAcquisition Date; plus

(8) any costs or expenses incurred pursuant to any management equity plan or stock option plan or any othermanagement or employee benefit plan or agreement or any stock subscription or shareholder agreement, to theextent that such costs or expenses are funded with cash proceeds contributed to the capital of the Issuer or aSenior Secured Note Guarantor solely to the extent that such net cash proceeds are excluded from the calculationof the Cumulative Credit;

less, without duplication,(1) non-cash items increasing Consolidated Net Profit for such period (excluding the recognition of deferred revenue

or any items which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges thatreduced EBITDA in any prior period and any items for which cash was received in a prior period); less

(2) all deductions reflected in the financial presentation of “Adjusted EBITDA” in the amounts set forth in and asfurther described in these Listing Particulars, but only to the extent such deductions occurred in the consecutivefour quarter period used in the calculations of Fixed Charge Coverage Ratio, Consolidated Leverage Ratio andSenior Secured Indebtedness Leverage Ratio, as the case may be.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excludingany debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means any public or private sale after the Issue Date of ordinary shares or Preferred Stock of theIssuer or any direct or indirect parent of the Issuer, as applicable (other than Disqualified Stock), other than:

(1) public offerings with respect to the Issuer’s or such direct or indirect parent’s ordinary shares registered on FormS-8;

(2) issuances to any Subsidiary of the Issuer; and(3) any such public or private sale that constitutes an Excluded Contribution.“Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear Clearance System or any successor

securities clearing agency.

“European Government Obligations” means any security that is (1) a direct obligation of the United Kingdom or anycountry that is a member of the European Monetary Union on the date of the Senior Secured Indenture, for the payment ofwhich the full faith and credit of such country is pledged or (2) an obligation of a person controlled or supervised by andacting as an agency or instrumentality of any such country the payment of which is unconditionally guaranteed as a full faithand credit obligation by such country, which, in either case under the preceding clause (1) or (2), is not callable orredeemable at the option of the issuer thereof.

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“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SECpromulgated thereunder.

“Excluded Assets” means the collective reference to (i) all leasehold interests in real property of 12 months or less,(ii) any fee interest in real property if the greater of the cost and the book value of such fee interest is less than £50,000;(iii) any property or asset to the extent that the grant or perfection of a security interest in such property or asset requires aconsent of a counterparty to an applicable contract not obtained after using all commercially reasonable efforts; (iv) anyvehicle with a fair market value of less than £35,000; (v) any other item of personal property with a fair market value of lessthan £15,000, (vi) deposit accounts and security accounts and (vii) any property or asset to the extent that the grant orperfection of a security interest in such property or asset requires the consent of any regulatory authority not obtained afterusing all commercially reasonable efforts; provided, however, that Excluded Assets will not include any proceeds,substitutions or replacements of any Excluded Assets referred to in clauses (iii) or (vii) (unless such proceeds, substitutions orreplacements would constitute Excluded Assets referred to in clauses (iii) or (vii), respectively).

“Excluded Contributions” means the Cash Equivalents or other assets (valued at their Fair Market Value as determinedin good faith by senior management or the Board of Directors of the Issuer) received by the Issuer after the Issue Date from:

(1) contributions to its common equity capital and(2) the sale (other than to a Subsidiary of the Issuer or to any Subsidiary management equity plan or stock option

plan or any other management or employee benefit plan or agreement) of Capital Stock (other than DisqualifiedStock and Designated Preferred Stock) of the Issuer,

in each case designated as Excluded Contributions pursuant to an Officers’ Certificate executed by an Officer of the Issuer onor promptly after the date such capital contributions are made or the date such Capital Stock is sold, as the case may be.

“Fair Market Value” means, with respect to any asset or property, the price that could be negotiated in an arm’s length,free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under unduepressure or compulsion to complete the transaction (as determined in good faith by the Issuer, except as otherwise providedin the Secured Note Indenture).

“Fixed Charge Coverage Ratio” means, with respect to any Person for any period, the ratio of EBITDA of such Personfor such period to the Fixed Charges of such Person for such period. In the event that the Issuer or any of its RestrictedSubsidiaries Incurs, repays, repurchases or redeems any Indebtedness (other than in the case of revolving credit borrowingsor revolving advances in which case interest expense shall be computed based upon the average daily balance of suchIndebtedness during the applicable period) or issues, repurchases or redeems Disqualified Stock or Preferred Stocksubsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior tothe event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the FixedCharge Coverage Ratio shall be calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemptionof Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or Preferred Stock, as if the same hadoccurred at the beginning of the applicable four-quarter period; provided, however, that the pro forma calculation ofConsolidated Interest Expense shall not give effect to (a) any Indebtedness, Disqualified Stock or Preferred Stock Incurred orissued on the date of determination pursuant to the second paragraph of the covenant described under “Description of theSenior Secured Notes—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified andPreferred Stock” and (b) the repayment, repurchase or redemption of any Indebtedness, Disqualified Stock or Preferred Stockto the extent such repayment, repurchase or redemption results from the proceeds of Indebtedness, Disqualified Stock orPreferred Stock Incurred or issued pursuant to the second paragraph of the covenant described under “Description of theSenior Secured Notes—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified andPreferred Stock”.

For purposes of making the computation referred to above, Investments, acquisitions (including the Transactions),dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP),in each case with respect to an operating unit of a business, and any operational changes that the Issuer or any of itsRestricted Subsidiaries has determined to make and/or made during the four- quarter reference period or subsequent to suchreference period and on or prior to or simultaneously with the Calculation Date (each, for purposes of this definition, a “proforma event”) shall be calculated on a pro forma basis assuming that all such Investments, acquisitions (including theTransactions), dispositions, mergers, amalgamations, consolidations, discontinued operations and operational changes (andthe change of any associated Fixed Charges (calculated in accordance with the proviso in the prior paragraph) and the changein EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning ofsuch period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or anyRestricted Subsidiary since the beginning of such period shall have made any Investment, acquisition, disposition, merger,amalgamation, consolidation, discontinued operation or operational change, in each case with respect to an operating unit of abusiness, that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be

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calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, discontinuedoperation, merger, consolidation or operational change had occurred at the beginning of the applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to any pro forma event, the pro formacalculations shall be made in good faith by a responsible financial or accounting officer of the Issuer. Any such pro formacalculation may include adjustments appropriate, in the reasonable good faith determination of the Issuer as set forth in anOfficers’ Certificate, to reflect operating expense reductions and other operating improvements or synergies reasonablyexpected to result from the applicable pro forma event (including, to the extent applicable, from the Transactions).

If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on suchIndebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entireperiod (taking into account any Hedging Obligations applicable to such Indebtedness if such Hedging Obligation has aremaining term in excess of 12 months). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interestrate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit insuch Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above,interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based uponthe average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally bedetermined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or otherrate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosenas the Issuer may designate.

“Fixed Charges” means, with respect to any Person for any period, the sum, without duplication, of:(1) Consolidated Interest Expense of such Person for such period and(2) all cash dividend payments (excluding items eliminated in consolidation) on any series of Preferred Stock or

Disqualified Stock of such Person and its Restricted Subsidiaries.“GAAP” means the International Financial Reporting Standards (“IFRS”) as in effect (except as otherwise provided in

the Senior Secured Indenture) on the Issue Date. Except as otherwise expressly provided in the Senior Secured Indenture, allratios and calculations based on GAAP contained in the Senior Secured Indenture shall be computed in conformity withGAAP. At any time after the Issue Date, the Issuer may elect to apply generally accepted accounting principles in the UnitedStates (“U.S. GAAP”) in lieu of GAAP and, upon any such election, references herein to GAAP shall thereafter be construedto mean U.S. GAAP as in effect (except as otherwise provided in the Senior Secured Indenture) on the date of such election;provided that any such election, once made, shall be irrevocable and that, upon first reporting its fiscal year results under U.S.GAAP it shall restate its financial statements on the basis of U.S. GAAP for the fiscal year ending immediately prior to thefirst fiscal year for which financial statements have been prepared on the basis of U.S. GAAP. The Issuer shall give notice ofany such election to the Trustee and the senior secured noteholders.

“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinarycourse of business), direct or indirect, in any manner (including, without limitation, letters of credit and reimbursementagreements in respect thereof), of all or any part of any Indebtedness or other obligations.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under:(1) currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity

cap agreements and currency exchange, interest rate or commodity collar agreements; and(2) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange,

interest rates or commodity prices.

“holder,” “Holder” or “senior secured noteholder” means the Person in whose name a Senior Secured Note isregistered on the Registrar’s books.

“Holdings” means Castle HoldCo 3, Ltd., a company incorporated in the Cayman Islands with registered number WK-182044.

“IASB” means the International Accounting Standards Board and any other organization or agency that shall issuepronouncements regarding the application of GAAP.

“Implementation Agreement” means the Implementation Agreement dated March 2, 2007 between the Company andthe Issuer governing the terms of the Acquisition.

“Incur” means issue, assume, guarantee, incur or otherwise become liable for; provided, however, that anyIndebtedness or Capital Stock of a Person existing at the time such person becomes a Subsidiary (whether by merger,amalgamation, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomesa Subsidiary.

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“Indebtedness” means, with respect to any Person (without duplication):(1) the principal and premium (if any) of any indebtedness of such Person, whether or not contingent, (a) in respect

of borrowed money, (b) evidenced by bonds, notes, debentures or similar instruments or letters of credit orbankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof), (c) representing thedeferred and unpaid purchase price of any property (except any such balance that (i) constitutes a trade payableor similar obligation to a trade creditor Incurred in the ordinary course of business and (ii) any earn-outobligations until such obligation becomes a liability on the balance sheet of such Person in accordance withGAAP), (d) in respect of Capitalized Lease Obligations or (e) representing any Hedging Obligations, if and to theextent that any of the foregoing indebtedness (other than letters of credit and Hedging Obligations) would appearas a liability on a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance withGAAP;

(2) to the extent not otherwise included, any obligation of such Person to be liable for, or to pay, as obligor,guarantor or otherwise, on the obligations referred to in clause (1) of another Person (other than by endorsementof negotiable instruments for collection in the ordinary course of business);

(3) to the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset owned bysuch Person (whether or not such Indebtedness is assumed by such Person); provided, however, that the amountof such Indebtedness will be the lesser of: (a) the Fair Market Value of such asset at such date of determinationand (b) the amount of such Indebtedness of such other Person; and

(4) to the extent not otherwise included, with respect to the Issuer and its Restricted Subsidiaries, the amount thenoutstanding (i.e., advanced, and received by, and available for use by, the Issuer or any of its RestrictedSubsidiaries) under any Receivables Financing (as set forth in the books and records of the Issuer or anyRestricted Subsidiary and confirmed by the agent, trustee or other representative of the institution or groupproviding such Receivables Financing) where there is recourse to the Issuer or its Restricted Subsidiaries (as thatterm is understood in the context of recourse and non-recourse receivable financings);

provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (1) ContingentObligations Incurred in the ordinary course of business and not in respect of borrowed money; (2) deferred or prepaidrevenues or marketing fees; (3) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfywarranty or other unperformed obligations of the respective seller; (4) Obligations under or in respect of QualifiedReceivables Financing; (5) obligations under the Acquisition Documents; (6) Subordinated Shareholder Funding,(7) obligations to make payments in respect of client moneys and deposits held by the Issuer and any of its RestrictedSubsidiaries in the ordinary course of business and other deposits held pursuant to regulatory requirements or (8) obligationsto make payments to third party insurance underwriters in respect of premiums collected by the Issuer or any of its RestrictedSubsidiaries in the ordinary course of business.

Notwithstanding anything in the Senior Secured Indenture to the contrary, Indebtedness shall not include, and shall becalculated without giving effect to, the effects of Statement of Financial Accounting Standards No. 133 and relatedinterpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purposeunder the Senior Secured Indenture as a result of accounting for any embedded derivatives created by the terms of suchIndebtedness; and any such amounts that would have constituted Indebtedness under the Senior Secured Indenture but for theapplication of this sentence shall not be deemed an Incurrence of Indebtedness under the Senior Secured Indenture.

“Independent Financial Advisor” means an accounting, appraisal or investment banking firm or consultant, in eachcase of nationally recognized standing, that is, in the good faith determination of the Issuer, qualified to perform the task forwhich it has been engaged.

“Initial Senior Secured Note Guarantor” means the Company, Countrywide Property Lawyers Limited, Balanus Ltd.,Countrywide Estate Agents FS Ltd., Slater Hogg Mortgages Ltd., Countrywide Estate Agents, Countrywide Franchising Ltd.,Securemove Property Services 2005 Ltd., Countrywide Surveyors Ltd. and Countrywide Estate Agents (South) Limited;provided that upon the release or discharge of such Person from its Senior Secured Note Guarantee in accordance with theSenior Secured Indenture, such Person ceases to be a Senior Secured Note Guarantor unless such Person is required toprovide a guarantee under the covenant described under “Description of the Senior Secured Notes—Certain Covenants—Future Senior Secured Note Guarantors.”

“Intercreditor Agreement” means the intercreditor agreement dated on or about the Issue Date among Holdings, theIssuer, the financial institutions party thereto, the Security Agent, the agent for the Revolving Credit Facility, the trusteeunder the indenture governing the Senior Notes and the Trustee, as it may be amended from time to time in accordance withthe Senior Secured Indenture.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (orthe equivalent) by S&P, or an equivalent rating by any other Rating Agency.

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“Investment Grade Securities” means:(1) securities issued or directly and fully guaranteed or insured by the U.S., U.K. Canadian or Japanese government

or any member state of the European Monetary Union or any agency or instrumentality thereof (other than CashEquivalents);

(2) securities that have a rating equal to or higher than Baa3 (or equivalent) by Moody’s or BBB- (or equivalent) byS&P, or an equivalent rating by any other Rating Agency, but excluding any debt securities or loans or advancesbetween and among the Issuer and its Subsidiaries;

(3) investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) whichfund may also hold immaterial amounts of cash pending investment and/or distribution; and

(4) corresponding instruments in countries other than the United Kingdom customarily utilized for high qualityinvestments and in each case with maturities not exceeding two years from the date of acquisition.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates)in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit,security deposits, client moneys and deposits held by the Issuer and any of its Restricted Subsidiaries in the ordinary courseof business and other deposits held pursuant to regulatory requirements, insurance premiums held in deposit accounts in theordinary course of business, advances to customers, suppliers or franchisees in the ordinary course of business andcommission, travel and similar advances to officers, employees and consultants made in the ordinary course of business),purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any otherPerson and investments that are required by GAAP to be classified on the balance sheet of the Issuer in the same manner asthe other investments included in this definition to the extent such transactions involve the transfer of cash or other property.For purposes of the definition of “Unrestricted Subsidiary” and the covenant described under “Description of the SeniorSecured Notes—Certain Covenants—Limitation on Restricted Payments:”

(1) “Investments” shall include the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of theFair Market Value of the net assets of a Subsidiary of the Issuer at the time that such Subsidiary is designated anUnrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a RestrictedSubsidiary, the Issuer shall be deemed to continue to have a permanent “Investment” in an UnrestrictedSubsidiary equal to an amount (if positive) equal to:

(a) the Issuer’s “Investment” in such Subsidiary at the time of such redesignation; less(b) the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the Fair Market Value of

the net assets of such Subsidiary at the time of such redesignation; and(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time

of such transfer, in each case as determined in good faith by the Board of Directors of the Issuer.“Issue Date” means the date on which the Senior Secured Notes are originally issued.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or similar encumbrance ofany kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including anyconditional sale or other title retention agreement, any lease in the nature thereof, any other agreement to give a securityinterest and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalentstatutes) of any jurisdiction); provided that in no event shall an operating lease be deemed to constitute a Lien.

“Management Group” means the group consisting of the directors, executive officers and other management personnelof the Issuer or any direct or indirect parent of the Issuer, as the case may be, on the Issue Date together with (1) any newdirectors whose election by such boards of directors or whose nomination for election by the shareholders of the Issuer or anydirect or indirect parent of the Issuer, as applicable, was approved by a vote of a majority of the directors of the Issuer or anydirect or indirect parent of the Issuer, as applicable, then still in office who were either directors on the Issue Date or whoseelection or nomination was previously so approved and (2) executive officers and other management personnel of the Issueror any direct or indirect parent of the Issuer, as applicable, hired at a time when the directors on the Issue Date together withthe directors so approved constituted a majority of the directors of the Issuer or any direct or indirect parent of the Issuer, asapplicable.

“Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.“Net Proceeds” means the aggregate cash proceeds received by the Issuer or any of its Restricted Subsidiaries in

respect of any Asset Sale (including, without limitation, any cash received in respect of or upon the sale or other dispositionof any Designated Non-cash Consideration received in any Asset Sale and any cash payments received by way of deferredpayment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excludingthe assumption by the acquiring person of Indebtedness relating to the disposed assets or other consideration received in any

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other non-cash form), net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration (including, without limitation, legal, accounting and investment banking fees, and brokerage and salescommissions), any relocation expenses Incurred as a result thereof, taxes paid or payable as a result thereof (after taking intoaccount any available tax credits or deductions and any tax sharing arrangements related thereto), amounts required to beapplied to the repayment of principal, premium (if any) and interest on Indebtedness required (other than pursuant to thesecond paragraph of the covenant described under “Description of the Senior Secured Notes—Certain Covenants—AssetSales”) to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by the Issuer as areserve in accordance with GAAP against any liabilities associated with the asset disposed in such transaction and retained bythe Issuer after such sale or other disposition thereof, including, without limitation, pension and other post-employmentbenefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated withsuch transaction.

“Net Profit” means, with respect to any Person, the Net Profit (loss) of such Person, determined in accordance withGAAP and before any reduction in respect of Preferred Stock dividends.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements (including, withoutlimitation, reimbursement obligations with respect to letters of credit and bankers’ acceptances), damages and other liabilitiespayable under the documentation governing any Indebtedness; provided that Obligations with respect to the Senior SecuredNotes shall not include fees or indemnifications in favor of the Trustee and other third parties other than the holders of theSenior Secured Notes.

“Listing Particulars” mean the Listing Particulars dated August 29, 2007, with respect to the Senior Secured Notes.“Officer” of any Person means the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President,

any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of such Person or anyother person that the board of directors of such person shall designate for such purpose.

“Officers’ Certificate” means a certificate signed on behalf of the Issuer by two Officers of the Issuer or of a Subsidiaryor parent of the Issuer that is designated by the Issuer, one of whom must be the principal executive officer, the principalfinancial officer, the treasurer, the principal accounting officer or similar position of the Issuer or such Subsidiary or parentthat meets the requirements set forth in the Senior Secured Indenture.

“Opinion of Counsel” means a written opinion addressed to the Trustee from legal counsel who is acceptable to theTrustee (acting reasonably). The counsel may be an employee of or counsel to the Issuer or the Trustee.

“Permitted Collateral Liens” means (x) Liens on the Collateral that are described in one or more of clauses (1) through(5), (7), (8), (9), (13), (14), (19), (22) through (24), (27) and (29) of the definition of “Permitted Liens” and that, in each case,would not materially interfere with the ability of the Security Agent to enforce the security interest in the Collateral; (y) Lienson the Collateral to secure Indebtedness of the Issuer or a Restricted Subsidiary that is permitted to be Incurred under the firstparagraph and clauses (a), (b)(i), (d), (j) (to the extent such Hedging Obligations relate to the foregoing), (l) (to the extentsuch guarantee is in respect of Indebtedness otherwise permitted to be secured and specified in this definition of PermittedCollateral Liens), and (m) (if the original Indebtedness was so secured) of the second paragraph of the covenant describedunder “Description of the Senior Secured Notes—Certain Covenants—Limitation on Incurrence of Indebtedness andIssuance of Disqualified and Preferred Stock” and any Refinancing Indebtedness in respect of such Indebtedness; provided,however, that such Lien ranks either (a) equal to all other Liens on such Collateral securing Indebtedness of the Issuer or suchRestricted Subsidiary, as applicable (except that a Lien in favor of Indebtedness incurred under clause (a)(i) of the secondparagraph of “Description of the Senior Secured Notes—Certain Covenants—Limitation on Incurrence of Indebtedness andIssuance of Disqualified and Preferred Stock” and Hedging Obligations covered in this clause (y) in the ordinary course ofbusiness and not for speculative purposes may have super priority not materially less favorable to the Holders than thataccorded to the Revolving Credit Facility on the Acquisition Date pursuant to the Intercreditor Agreement) and in the case ofLiens on the Collateral to secure Additional Senior Secured Notes, all assets and properties that secure the Additional SeniorSecured Notes secure the Senior Secured Notes or (b) junior to the Liens securing the Senior Secured Notes and the SeniorSecured Note Guarantees, if the Lien secures Subordinated Indebtedness of the Issuer or the relevant Senior Secured NoteGuarantor; and (z) Liens on the Capital Stock in the Issuer and the Company to secure the Senior Notes, any AdditionalSenior Notes (as defined in the indenture governing the Senior Notes) and the Senior Note Guarantees (as defined in theindenture governing the Senior Notes), provided that the Capital Stock securing such Indebtedness also secures the SeniorSecured Notes on a basis senior to the Senior Notes. Permitted Collateral Liens shall include any extension, renewal orreplacement, in whole or in part, of any Lien described in the immediately preceding sentence; provided that any suchextension, renewal or replacement will be no more restrictive in any material respect than the Lien so extended, renewed orreplaced and will not extend in any material respect to any additional property or assets.

“Permitted Holders” means, at any time, each of (i) the Sponsors and (ii) the Management Group. Any Person or groupwhose acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is

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made in accordance with the requirements of the Senior Secured Indenture will thereafter, together with its Affiliates,constitute an additional Permitted Holder.

“Permitted Investments” means:(1) any Investment in the Issuer or any Restricted Subsidiary;(2) any Investment in Cash Equivalents or Investment Grade Securities;(3) any Investment by the Issuer or any Restricted Subsidiary of the Issuer in a Person if as a result of such

Investment (a) such Person becomes a Restricted Subsidiary of the Issuer, or (b) such Person, in one transactionor a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveysall or substantially all of its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary of the Issuer;

(4) any Investment in securities or other assets not constituting Cash Equivalents and received in connection with anAsset Sale made pursuant to the provisions of “Description of the Senior Secured Notes—Certain Covenants—Asset Sales” or any other disposition of assets not constituting an Asset Sale;

(5) any Investment existing on, or made pursuant to binding commitments existing on, the Acquisition Date or anInvestment consisting of any extension, modification or renewal of any Investment existing on the AcquisitionDate; provided that the amount of any such Investment only may be increased as required by the terms of suchInvestment as in existence on the Acquisition Date;

(6) advances to officers, directors or employees, taken together with all other advances made pursuant to thisclause (6), not to exceed £7.5 million at any one time outstanding;

(7) any Investment acquired by the Issuer or any of its Restricted Subsidiaries (a) in exchange for any otherInvestment or accounts receivable held by the Issuer or any such Restricted Subsidiary in connection with or as aresult of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment oraccounts receivable, (b) as a result of a foreclosure by the Issuer or any of its Restricted Subsidiaries with respectto any secured Investment or other transfer of title with respect to any secured Investment in default or (c) as aresult of the settlement, compromise or resolution of litigation, arbitration or other disputes with Persons who arenot Affiliates;

(8) Hedging Obligations permitted under clause (j) of the second paragraph of the covenant described under“Description of the Senior Secured Notes—Certain Covenants—Limitation on Incurrence of Indebtedness andIssuance of Disqualified Stock and Preferred Stock;”

(9) any Investment by the Issuer or any of its Restricted Subsidiaries in a Similar Business having an aggregate FairMarket Value, taken together with all other Investments made pursuant to this clause (9) that are at that timeoutstanding (after giving effect to the sale or other transfer of an Unrestricted Subsidiary to the extent theproceeds of such sale received by the Issuer and its Restricted Subsidiaries consists of cash and CashEquivalents), not to exceed £75.0 million at the time of such Investment (with the Fair Market Value of eachInvestment being measured at the time made and without giving effect to subsequent changes in value);provided, however, that if any Investment pursuant to this clause (9) is made in any Person that is not a RestrictedSubsidiary of the Issuer at the date of the making of such Investment and such Person becomes a RestrictedSubsidiary of the Issuer after such date, such Investment shall thereafter be deemed to have been made pursuantto clause (1) above and shall cease to have been made pursuant to this clause (9) for so long as such Personcontinues to be a Restricted Subsidiary;

(10) additional Investments by the Issuer or any of its Restricted Subsidiaries having an aggregate Fair Market Value,taken together with all other Investments made pursuant to this clause (10) that are at that time outstanding (aftergiving effect to the sale or other transfer of an Unrestricted Subsidiary to the extent the proceeds of such salereceived by the Issuer and its Restricted Subsidiaries consists of cash and Cash Equivalents), not to exceed£42.5 million at the time of such Investment (with the Fair Market Value of each Investment being measured atthe time made and without giving effect to subsequent changes in value); provided, however, that if anyInvestment pursuant to this clause (10) is made in any Person that is not a Restricted Subsidiary of the Issuer atthe date of the making of such Investment and such Person becomes a Restricted Subsidiary of the Issuer aftersuch date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shallcease to have been made pursuant to this clause (10) for so long as such Person continues to be a RestrictedSubsidiary;

(11) loans and advances to officers, directors or employees for business-related travel expenses, moving expenses andother similar expenses, in each case Incurred in the ordinary course of business or consistent with past practice orto fund such person’s purchase of Equity Interests of the Issuer or any direct or indirect parent of the Issuer;

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(12) Investments the payment for which consists of Equity Interests or Subordinated Shareholder Funding of theIssuer (other than Disqualified Stock) or any direct or indirect parent of the Issuer, as applicable; provided,however, that such Equity Interests will not increase the amount available for Restricted Payments under clauses(2) and (3) of the definition of Cumulative Credit contained in “Description of the Senior Secured Notes—Certain Covenants—Limitation on Restricted Payments;”

(13) any transaction to the extent it constitutes an Investment that is permitted by and made in accordance with theprovisions of the second paragraph of the covenant described under “Description of the Senior Secured Notes—Certain Covenants—Transactions with Affiliates” (except transactions described in clauses (2), (6), (7) and(11)(b) of such paragraph);

(14) Investments consisting of the licensing or contribution of intellectual property pursuant to joint marketingarrangements with other Persons;

(15) guarantees issued in accordance with the covenants described under “Description of the Senior Secured Notes—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and PreferredStock” and “Description of the Senior Secured Notes—Certain Covenants—Future Senior Secured NoteGuarantors;”

(16) Investments consisting of or to finance purchases and acquisitions of inventory, supplies, materials, services orequipment or purchases of contract rights or licenses or leases of intellectual property;

(17) any Investment in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any other Personin connection with a Qualified Receivables Financing, including Investments of funds held in accounts permittedor required by the arrangements governing such Qualified Receivables Financing or any related Indebtedness;provided, however, that any Investment in a Receivables Subsidiary is in the form of a Purchase Money Note,contribution of additional receivables or an equity interest;

(18) any Investment in an entity or purchase of a business or assets in each case owned (or previously owned) by acustomer of a Restricted Subsidiary as a condition or in connection with such customer (or any member of suchcustomer’s group) contracting with a Restricted Subsidiary, in each case in the ordinary course of business;

(19) any Investment in an entity which is not a Restricted Subsidiary to which a Restricted Subsidiary sells accountsreceivable pursuant to a Receivables Financing;

(20) Investments of a Restricted Subsidiary of the Issuer acquired after the Acquisition Date or of an entity mergedinto, amalgamated with, or consolidated with the Issuer or a Restricted Subsidiary of the Issuer in a transactionthat is not prohibited by the covenant described under “Description of the Senior Secured Notes—Merger,Amalgamation, Consolidation or Sale of All or Substantially All Assets” after the Acquisition Date to the extentthat such Investments were not made in contemplation of such acquisition, merger, amalgamation orconsolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation;

(21) guarantees by the Issuer or any of its Restricted Subsidiaries of operating leases (other than Capitalized LeaseObligations), trademarks, licenses, purchase agreements or of other obligations that do not constituteIndebtedness, in each case entered into by the Issuer or any Restricted Subsidiary in the ordinary course ofbusiness consistent with past practice; and

(22) any Investment in Winward Insurance PCC Limited or another protected cell captive necessary to provide capitalin respect of potential insurance claims arising out of the Issuer’s and its Restricted Subsidiaries’ business or aSimilar Business, but only to the extent and in amounts necessary to satisfy regulatory requirements, in anaggregate amount not to exceed £5.0 million.

“Permitted Liens” means, with respect to any Person:(1) pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or

similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the paymentof Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations ofsuch Person or deposits of cash or U.K. government bonds to secure surety or appeal bonds to which such Personis a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each caseIncurred in the ordinary course of business;

(2) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yetdue or being contested in good faith by appropriate proceedings or other Liens arising out of judgments orawards against such Person with respect to which such Person shall then be proceeding with an appeal or otherproceedings for review;

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(3) Liens for taxes, assessments or other governmental charges not yet due or payable or subject to penalties fornonpayment or which are being contested in good faith by appropriate proceedings;

(4) Liens (i) required by any regulatory or government authority or (ii) in favor of issuers of performance and suretybonds or bid bonds or letters of credit issued pursuant to the request of and for the account of such Person in theordinary course of its business;

(5) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses,rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or otherrestrictions as to the use of real properties or Liens incidental to the conduct of the business of such Person or tothe ownership of its properties Incurred in the ordinary course of business and title defects or irregularities thatare of a minor nature and which do not in the aggregate materially adversely affect the value of said properties ormaterially impair their use in the operation of the business of such Person;

(6) (A) Liens on assets of a Restricted Subsidiary that is not a Senior Secured Note Guarantor securing Indebtednessof such Restricted Subsidiary permitted to be Incurred pursuant to the covenant described under “Description ofthe Senior Secured Notes—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance ofDisqualified Stock and Preferred Stock,” and (B) Liens securing Indebtedness permitted to be Incurred pursuantto clause (d) of the second paragraph of the covenant described under “Description of the Senior SecuredNotes—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock andPreferred Stock;”

(7) Liens existing on the Acquisition Date, excluding Liens securing the Revolving Credit Facility, the SeniorSecured Notes or the Senior Notes;

(8) Liens on assets, property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided,however, that such Liens are not created or Incurred in connection with, or in contemplation of, such otherPerson becoming such a Subsidiary; provided, further, however, that such Liens may not extend to any otherproperty owned by the Issuer or any Restricted Subsidiary of the Issuer;

(9) Liens on assets or property at the time the Issuer or a Restricted Subsidiary of the Issuer acquired the assets orproperty, including any acquisition by means of a merger, amalgamation or consolidation with or into the Issueror any Restricted Subsidiary of the Issuer; provided, however, that such Liens are not created or Incurred inconnection with, or in contemplation of, such acquisition; provided, further, however, that the Liens may notextend to any other property owned by the Issuer or any Restricted Subsidiary of the Issuer;

(10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Issuer or anotherRestricted Subsidiary of the Issuer permitted to be Incurred in accordance with the covenant described under“Description of the Senior Secured Notes—Certain Covenants—Limitation on Incurrence of Indebtedness andIssuance of Disqualified Stock and Preferred Stock;”

(11) Restrictions or Liens with respect to insurance premiums collected by the Issuer and its Restricted Subsidiaries inthe ordinary course of business;

(12) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’sobligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate thepurchase, shipment or storage of such inventory or other goods;

(13) leases and subleases of real property which do not materially interfere with the ordinary conduct of the businessof the Issuer or any of its Restricted Subsidiaries;

(14) Liens on assets or property of the Issuer or any Restricted Subsidiary securing the Senior Secured Notes or anySenior Secured Note Guarantees;

(15) Liens in favor of the Issuer or any Senior Secured Note Guarantor;(16) Liens on accounts receivable and related assets of the type specified in the definition of “Receivables Financing”

Incurred in connection with a Qualified Receivables Financing;(17) deposits made in the ordinary course of business to secure liability to insurance carriers;(18) Liens on the Equity Interests of Unrestricted Subsidiaries and on the Equity Interests of joint ventures securing

obligations of such joint ventures;(19) grants of software and other technology licenses in the ordinary course of business;(20) Liens (other than Permitted Collateral Liens) to secure any refinancing, refunding, extension, renewal or

replacement (or successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in part,of any Indebtedness secured by any Lien referred to in clauses (6), (7), (8), (9), (10), (15) and (20); provided,

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however, that (x) such new Lien shall be limited to all or part of the same property that secured the original Lien(plus improvements on such property) and (y) the Indebtedness secured by such Lien at such time is notincreased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committedamount of the Indebtedness described under clauses (6), (7), (8), (9), (10), (15) and (20) at the time the originalLien became a Permitted Lien under the Senior Secured Indenture and (B) an amount necessary to pay any feesand expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

(21) Liens on equipment of the Issuer or any Restricted Subsidiary granted in the ordinary course of business to theIssuer’s or such Restricted Subsidiary’s client at which such equipment is located;

(22) judgment and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associatedrights related to litigation being contested in good faith by appropriate proceedings and for which adequatereserves have been made;

(23) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goodsentered into in the ordinary course of business;

(24) Liens arising by virtue of any statutory or common law provisions relating to banker’s liens, rights of set-off orsimilar rights and remedies as to deposit accounts or other funds maintained with a depository or financialinstitution;

(25) any interest or title of a lessor under any Capitalized Lease Obligation;(26) any encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of any joint

venture or similar arrangement pursuant to any joint venture or similar agreement;(27) Liens Incurred to secure cash management services or to implement cash pooling arrangements in the ordinary

course of business;(28) other Liens securing obligations Incurred in the ordinary course of business which obligations do not exceed

£10.0 million at any one time outstanding;

(29) Restrictions or Liens with respect to client moneys and deposits held by the Issuer and any of its RestrictedSubsidiaries in the ordinary course of business and other deposits held pursuant to regulatory requirements; and

(30) Liens on securities that are the subject of repurchase agreements constituting Cash Equivalents.“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-

stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any otherentity.

“Preferred Stock” means any Equity Interest with preferential right of payment of dividends or upon liquidation,dissolution, or winding-up.

“Public Debt” means any Indebtedness consisting of bonds, debentures, notes or other similar debt securities issued in(a) a public offering registered under the Securities Act or (b) a private placement to institutional investors that isunderwritten for resale in accordance with Rule 144A or Regulation S of such Act, whether or not it includes registrationrights entitling the holders of such debt securities to registration thereof with the SEC. The term “Public Debt” (i) shall notinclude the Senior Secured Notes (or any Additional Senior Secured Notes) and (ii) for the avoidance of doubt, shall not beconstrued to include any Indebtedness issued to institutional investors in a direct placement of such Indebtedness that is notunderwritten by an intermediary (it being understood that, without limiting the foregoing, a financing that is distributed to notmore than ten Persons (provided that multiple managed accounts and affiliates of any such Persons shall be treated as onePerson for the purposes of this definition) shall be deemed not to be underwritten), or any commercial bank or similarIndebtedness, Capitalized Lease Obligation or recourse transfer of any financial asset or any other type of IndebtednessIncurred in a manner not customarily viewed as a “securities offering.”

“Purchase Money Note” means a promissory note of a Receivables Subsidiary evidencing a line of credit, which maybe irrevocable, from the Issuer or any Subsidiary of the Issuer to a Receivables Subsidiary in connection with a QualifiedReceivables Financing, which note is intended to finance that portion of the purchase price that is not paid by cash or acontribution of equity.

“Qualified Receivables Financing” means any Receivables Financing that meets the following conditions:(1) the Board of Directors of the Issuer shall have determined in good faith that such Qualified Receivables

Financing (including financing terms, covenants, termination events and other provisions) is in the aggregateeconomically fair and reasonable to the Issuer or, as the case may be, the Subsidiary in question;

(2) all sales of accounts receivable and related assets are made at Fair Market Value; and

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(3) the financing terms, covenants, termination events and other provisions thereof shall be market terms (asdetermined in good faith by the Issuer) and may include Standard Securitization Undertakings.

The grant of a security interest in any accounts receivable of the Issuer or any of its Subsidiaries (other than aReceivables Subsidiary or the Subsidiary undertaking such Receivables Financing) to secure Indebtedness under any CreditAgreement, Indebtedness in respect of the Senior Secured Notes or any Refinancing Indebtedness with respect to the SeniorSecured Notes shall not be deemed a Qualified Receivables Financing.

“Rating Agency” means (1) each of Moody’s and S&P and (2) if Moody’s or S&P ceases to rate the Senior SecuredNotes for reasons outside of the Issuer’s control, a “nationally recognized statistical rating organization” within the meaningof Rule 15c3-1 (c)(2)(vi)(F) under the Exchange Act selected by the Issuer or any direct or indirect parent of the Issuer as areplacement agency for Moody’s or S&P, as the case may be.

“Receivables Fees” means distributions or payments made directly or by means of discounts with respect to anyparticipation interests issued or sold in connection with, and all other fees paid to a Person that is not a Restricted Subsidiaryin connection with, any Receivables Financing.

“Receivables Financing” means any transaction or series of transactions that may be entered into by the Issuer or anyof its Subsidiaries pursuant to which the Issuer or any of its Subsidiaries may sell, convey or otherwise transfer to (a) aReceivables Subsidiary or (b) any other Person, or may grant a security interest in, any accounts receivable (whether nowexisting or arising in the future) of the Issuer or any of its Subsidiaries, and any assets related thereto including, withoutlimitation, all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect ofsuch accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or inrespect of which security interests are customarily granted in connection with asset securitization transactions involvingaccounts receivable and any Hedging Obligations entered into by the Issuer or any such Subsidiary in connection with suchaccounts receivable.

“Receivables Repurchase Obligation” means any obligation of a seller of receivables in a Qualified ReceivablesFinancing to repurchase receivables arising as a result of a breach of a representation, warranty or covenant or otherwise,including as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, off-set orcounterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to theseller.

“Receivables Subsidiary” means a Wholly Owned Subsidiary of the Issuer (or another Person formed for the purposesof engaging in Qualified Receivables Financing with the Issuer in which the Issuer or any Subsidiary of the Issuer makes anInvestment and to which the Issuer or any Restricted Subsidiary of the Issuer transfers accounts receivable and related assets)that engages in no activities other than in connection with the financing of accounts receivable of the Issuer and itsSubsidiaries, all proceeds thereof and all rights (contractual or other), collateral and other assets relating thereto, and anybusiness or activities incidental or related to such business, and that is designated by the Board of Directors of the Issuer (asprovided below) as a Receivables Subsidiary and:

(a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed bythe Issuer or any other Restricted Subsidiary of the Issuer (excluding guarantees of obligations (other than theprincipal of and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is with recourseto or obligates the Issuer or any other Subsidiary of the Issuer in any way other than pursuant to StandardSecuritization Undertakings, or (iii) subjects any property or asset of the Issuer or any other Subsidiary of theIssuer, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant toStandard Securitization Undertakings;

(b) with which neither the Issuer nor any other Restricted Subsidiary of the Issuer has any material contract,agreement, arrangement or understanding other than on terms which the Issuer reasonably believes to be no lessfavorable to the Issuer or such Restricted Subsidiary than those that might be obtained at the time from Personsthat are not Affiliates of the Issuer; and

(c) to which neither the Issuer nor any other Restricted Subsidiary of the Issuer has any obligation to maintain orpreserve such entity’s financial condition or cause such entity to achieve certain levels of operating results.

Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with theTrustee a certified copy of the resolution of the Board of Directors of the Issuer giving effect to such designation and anOfficers’ Certificate certifying that such designation complied with the foregoing conditions.

“Representative” means the trustee, agent or representative (if any) for an issue of Indebtedness; provided that if, andfor so long as, such Indebtedness lacks such a Representative, then the Representative for such Indebtedness shall at all timesconstitute the holder or holders of a majority in outstanding principal amount of obligations under such Indebtedness.

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“Restricted Cash” means cash and Cash Equivalents held by Restricted Subsidiaries that is contractually restrictedfrom being distributed to the Issuer or not available for general corporate purposes, except for such restrictions that arecontained in agreements governing Indebtedness permitted under the Senior Secured Indenture and that is secured by suchcash or Cash Equivalents.

“Restricted Investment” means an Investment other than a Permitted Investment.“Restricted Subsidiary” means, with respect to any Person, any Subsidiary of such Person other than an Unrestricted

Subsidiary of such Person. Unless otherwise indicated in this “Description of the Senior Secured Notes,” all references toRestricted Subsidiaries shall mean Restricted Subsidiaries of the Issuer.

“Revolving Credit Facility” means (i) the senior credit facility agreement dated the Acquisition Date among, amongothers, the Issuer, Credit Suisse, London Branch, Deutsche Bank AG, London Branch and Goldman Sachs International asmandated lead arrangers and bookrunners, the financial institutions listed therein, as revolving lenders, Deutsche Bank AG,London Branch, as issuing bank, agent and security agent, as amended, restated, supplemented, waived, replaced (whether ornot upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced orotherwise modified from time to time, including any agreement or indenture extending the maturity thereof, refinancing,replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or indentureor indentures or any successor or replacement agreement or agreements or indenture or indentures or increasing the amountloaned or issued thereunder (subject to compliance with the covenant described under “Description of the Senior SecuredNotes— Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and PreferredStock,”) or altering the maturity thereof and (ii) whether or not the instruments referred to in clause (i) remain outstanding, ifdesignated by the Issuer to be included in the definition of “Revolving Credit Facility,” one or more (A) debt facilities orcommercial paper facilities, providing for revolving credit loans, term loans, receivables financing (including through the saleof receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters ofcredit, (B) debt securities, indentures or other forms of debt financing (including convertible or exchangeable debtinstruments or bank guarantees or bankers’ acceptances) or (C) instruments or agreements evidencing any otherIndebtedness, in each case, with the same or different borrowers or issuers and, in each case, as amended, supplemented,modified, extended, restructured, renewed, refinanced, restated, replaced or refunded in whole or in part from time to time.

“Sale/Leaseback Transaction” means an arrangement relating to property now owned or hereafter acquired by theIssuer or a Restricted Subsidiary whereby the Issuer or a Restricted Subsidiary transfers such property to a Person and theIssuer or such Restricted Subsidiary leases it from such Person, other than leases between the Issuer and a RestrictedSubsidiary of the Issuer or between Restricted Subsidiaries of the Issuer.

“S&P” means Standard & Poor’s Ratings Group or any successor to the rating agency business thereof.“SEC” means the Securities and Exchange Commission.“Secured Indebtedness” means any Indebtedness secured by a Lien.“Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations of the SEC

promulgated thereunder.“Senior Indebtedness” means, with respect to any Person, (a) Indebtedness of such Person, whether outstanding on the

Issue Date or thereafter Incurred; and (b) all other Obligations of such Person (including interest accruing on or after thefiling of any petition in bankruptcy or for reorganization relating to such Person whether or not post-filing interest is allowedin such proceeding) in respect of Indebtedness described in clause (a), unless, in the case of clauses (a) and (b), in theinstrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that suchIndebtedness or other Obligations in respect thereof are subordinate in right of payment to the Senior Secured Notes orsubordinate in right of payment to the Senior Secured Note Guarantee of such Person, as the case may be; provided, however,that Senior Indebtedness shall not include:

(1) any obligation of such Person to the Issuer or any Subsidiary of the Issuer;(2) any liability for national, state, local or other taxes owed or owing by such Person;(3) any accounts payable or other liability to trade creditors arising in the ordinary course of business (including

guarantees thereof or instruments evidencing such liabilities);(4) any Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other

Indebtedness or other Obligation of such Person; or(5) that portion of any Indebtedness which at the time of Incurrence is Incurred in violation of the Indenture.“Senior Notes” means the 9 7/8% Senior Notes due 2015 of the Issuer.

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“Senior Secured Indebtedness” means any Senior Indebtedness secured on a pari passu first-priority basis by a Lienthat also secures the Senior Secured Notes and any Senior Indebtedness secured by a Permitted Lien.

“Senior Secured Indebtedness Leverage Ratio” means, with respect to any Person at any date, the ratio of (i) SeniorSecured Indebtedness of such Person and its Restricted Subsidiaries as of such date (determined on a consolidated basis inaccordance with GAAP) less the amount of Cash Equivalents in excess of any Restricted Cash that would be stated on thebalance sheet of such Person and its Restricted Subsidiaries and held by such Person and its Restricted Subsidiaries as of suchdate of determination to (ii) EBITDA of such Person for the four full fiscal quarters for which internal financial statementsare available immediately preceding such date on which such additional Senior Secured Indebtedness is Incurred. In the eventthat such Person or any of its Restricted Subsidiaries Incurs, repays, repurchases or redeems any Senior Secured Indebtednesssubsequent to the commencement of the period for which the Senior Secured Indebtedness Leverage Ratio is being calculatedbut prior to the event for which the calculation of the Senior Secured Indebtedness Leverage Ratio is made (the “SeniorSecured Leverage Calculation Date”), then the Senior Secured Indebtedness Leverage Ratio shall be calculated giving proforma effect to such Incurrence, repayment, repurchase or redemption of such Senior Secured Indebtedness as if the same hadoccurred at the beginning of the applicable four-quarter period; provided that the Issuer may elect pursuant to an Officers’Certificate delivered to the Trustee to treat all or any portion of the commitment under any Senior Secured Indebtedness asbeing Incurred at such time, in which case any subsequent Incurrence of Senior Secured Indebtedness under suchcommitment shall not be deemed, for purposes of this calculation, to be an Incurrence at such subsequent time.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers,amalgamations, consolidations (including the Transactions) and discontinued operations (as determined in accordance withGAAP), in each case with respect to an operating unit of a business, and any operational changes that the Issuer or any of itsRestricted Subsidiaries has determined to make and/or have made during the four-quarter reference period or subsequent tosuch reference period and on or prior to or simultaneously with the Senior Secured Leverage Calculation Date (each, forpurposes of this definition, a “pro forma event”) shall be calculated on a pro forma basis assuming that all such Investments,acquisitions, dispositions, mergers, amalgamations, consolidations (including the Transactions), discontinued operations andother operational changes (and the change of any associated Senior Secured Indebtedness and the change in EBITDAresulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such periodany Person that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or any RestrictedSubsidiary since the beginning of such period shall have made any Investment, acquisition, disposition, merger,amalgamation, consolidation, discontinued operation or operational change, in each case with respect to an operating unit of abusiness, that would have required adjustment pursuant to this definition, then the Senior Secured Indebtedness LeverageRatio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition,discontinued operation, merger, amalgamation, consolidation or operational change had occurred at the beginning of theapplicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to any pro forma event, the pro formacalculations shall be made in good faith by a responsible financial or accounting officer of the Issuer. Any such pro formacalculation may include adjustments appropriate, in the reasonable good faith determination of the Issuer as set forth in anOfficers’ Certificate, to reflect operating expense reductions and other operating improvements or synergies reasonablyexpected to result from the applicable pro forma event (including, to the extent applicable, from the Transactions).

“Senior Secured Note Guarantee” means any guarantee of the obligations of the Issuer under the Senior SecuredIndenture and the Senior Secured Notes by any Person in accordance with the provisions of the Senior Secured Indenture.

“Senior Secured Note Guarantors” means the Initial Senior Secured Note Guarantors and any Person that subsequentlybecomes a Senior Secured Note Guarantor in accordance with the terms of the Senior Secured Indenture; provided that uponthe release or discharge of such Person from its Senior Secured Note Guarantee in accordance with the Senior SecuredIndenture, such Person ceases to be a Senior Secured Note Guarantor.

“Significant Subsidiary” means any Restricted Subsidiary that meets any of the following conditions:(1) the Issuer’s and its Restricted Subsidiaries’ investments in and advances to the Restricted Subsidiary exceed 10%

of the total assets of the Issuer and its Restricted Subsidiaries on a consolidated basis as of the end of the mostrecently completed fiscal year;

(2) the Issuer’s and its Restricted Subsidiaries’ proportionate share of the total assets (after intercompanyeliminations) of the Restricted Subsidiary exceeds 10% of the total assets of the Issuer and its RestrictedSubsidiaries on a consolidated basis as of the end of the most recently completed fiscal year; or

(3) the Issuer’s and its Restricted Subsidiaries’ equity in the income from continuing operations before income taxes,extraordinary items and cumulative effect of a change in accounting principle of the Restricted Subsidiaryexceeds 10% of such income of the Issuer and its Restricted Subsidiaries on a consolidated basis for the mostrecently completed fiscal year.

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“Similar Business” means (a) any businesses, services or activities engaged in by the Issuer or any of its Subsidiarieson the Acquisition Date and (b) any businesses, services and activities engaged in by the Issuer or any of its Subsidiaries thatare related, complementary, incidental, ancillary or similar to any of the foregoing or are extensions or developments of anythereof.

“Sponsors” means (i) Apollo Management International L.L.P., and any of its Affiliates (collectively, the “ApolloSponsors”) and (ii) any Person that forms a group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of theExchange Act, or any successor provision) with any Apollo Sponsors; provided that (x) any Apollo Sponsor owns a majorityof the voting power of the Voting Stock of the Issuer or any direct or indirect parent of the Issuer, as applicable, (y) no otherPerson has beneficial ownership of any of the Voting Stock included in determining whether the threshold set forth in clause(x) has been satisfied and (z) any Apollo Sponsor controls a majority of the Board of Directors of the Issuer or any direct orindirect parent of the Issuer, as applicable.

“Standard Securitization Undertakings” means representations, warranties, covenants, indemnities and guarantees ofperformance entered into by the Issuer or any Subsidiary of the Issuer which the Issuer has determined in good faith to becustomary in a Receivables Financing including, without limitation, those relating to the servicing of the assets of aSubsidiary, it being understood that any Receivables Repurchase Obligation shall be deemed to be a Standard SecuritizationUndertaking.

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which thefinal payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision(but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon thehappening of any contingency beyond the control of the issuer unless such contingency has occurred).

“Sterling Equivalent” means, with respect to any monetary amount in a currency other than pounds sterling, at any timeof determination thereof by the Issuer or the Trustee, the amount of pounds sterling obtained by converting such currencyother than pounds sterling involved in such computation into pounds sterling at the spot rate for the purchase of poundssterling with the applicable currency other than pounds sterling as published in The Financial Times in the “Currency Rates”section (or, if The Financial Times is no longer published, or if such information is no longer available in The FinancialTimes, such source as may be selected in good faith by the Issuer with prior notice thereof to the Trustee) on the date of suchdetermination.

“Subordinated Indebtedness” means (a) with respect to the Issuer, any Indebtedness of the Issuer which is by its termssubordinated in right of payment to the Senior Secured Notes and (b) with respect to any Senior Secured Note Guarantor, anyIndebtedness of such Senior Secured Note Guarantor which is by its terms subordinated in right of payment to its SeniorSecured Note Guarantee.

“Subordinated Shareholder Funding” means, collectively, any funds provided to the Issuer by any direct or indirectparent, any Affiliate of any direct or indirect parent or any Permitted Holder or any Affiliate thereof, in exchange for orpursuant to any security, instrument or agreement other than Capital Stock, in each case issued to and held by any of theforegoing Persons, together with any such security, instrument or agreement and any other security or instrument other thanCapital Stock issued in payment of any obligation under any Subordinated Shareholder Funding; provided, however, thatsuch Subordinated Shareholder Funding:

(1) does not (including upon the happening of any event) mature or require any amortization, redemption or otherrepayment of principal or any sinking fund payment prior to the first anniversary of the Stated Maturity of theSenior Secured Notes (other than through conversion or exchange of such funding into Capital Stock (other thanDisqualified Stock) of the Issuer or any funding meeting the requirements of this definition) or the making of anysuch payment prior to the first anniversary of the Stated Maturity of the Senior Secured Notes is restricted by theIntercreditor Agreement, an Additional Intercreditor Agreement or another intercreditor agreement;

(2) does not (including upon the happening of any event) require, prior to the first anniversary of the Stated Maturityof the Senior Secured Notes, payment of cash interest, cash withholding amounts or other cash gross-ups, or anysimilar cash amounts or the making of any such payment prior to the first anniversary of the Stated Maturity ofthe Senior Secured Notes is restricted by the Intercreditor Agreement or an Additional Intercreditor Agreement;

(3) contains no change of control or similar provisions and does not accelerate and has no right to declare a defaultor event of default or take any enforcement action or otherwise require any cash payment (in each case, prior tothe first anniversary of the Stated Maturity of the Senior Secured Notes) or the payment of any amount as a resultof any such action or provision, or the exercise of any rights or enforcement action (in each case, prior to the firstanniversary of the Stated Maturity of the Senior Secured Notes) is restricted by the Intercreditor Agreement or anAdditional Intercreditor Agreement;

(4) does not provide for or require any security interest or encumbrance over any asset of the Issuer or any of itsSubsidiaries;

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(5) pursuant to its terms or to the Intercreditor Agreement, an Additional Intercreditor Agreement or anotherintercreditor agreement, is fully subordinated and junior in right of payment to the Senior Secured Notes pursuantto subordination, payment blockage and enforcement limitation terms which are customary in all materialrespects for similar funding or are no less favorable in any material respect to Holders than those contained in theIntercreditor Agreement as in effect on the Issue Date with respect to the “Investor Liabilities” (as definedtherein),

provided, that any event or circumstance that results in such subordinated obligation ceasing to qualify as SubordinatedShareholder Funding, including it ceasing to be held by any direct or indirect parent, any Affiliate of any direct or indirectparent or any Permitted Holder or any Affiliate thereof, shall constitute an Incurrence of such Indebtedness by the Issuer orsuch Restricted Subsidiary.

“Subsidiary” means, with respect to any Person, (1) any corporation, association or other business entity (other than apartnership, joint venture or limited liability company) of which more than 50% of the total voting power of shares of CapitalStock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trusteesthereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the otherSubsidiaries of that Person or a combination thereof, and (2) any partnership, joint venture or limited liability company ofwhich (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limitedpartnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the otherSubsidiaries of that Person or a combination thereof, whether in the form of membership, general, special or limitedpartnership interests or otherwise, and (y) such Person or any Subsidiary of such Person is a controlling general partner orotherwise controls such entity.

“Tax Distributions” means any distributions described in clause (12) of the covenant entitled “Description of the SeniorSecured Notes—Certain Covenants—Limitation on Restricted Payments.”

“Taxes” means all present and future taxes, levies, imposts, deductions, charges, duties and withholdings and anycharges of a similar nature (including interest, penalties and other liabilities with respect thereto) that are imposed by anygovernment or other taxing authority.

“Term Loan Facilities” means (i) term loan credit facilities made available to the Issuer or its Restricted Subsidiaries,the Indebtedness under which (A) has a final maturity date of no earlier than May 15, 2014, (B) prior to the maturity date ofthe Senior Secured Notes shall not be subject to amortization greater than 1% per annum of the original principal amountthereof, (C) ranks pari passu or junior in right of payment and security with the Senior Secured Notes (including with respectto the priority of payments with respect to the proceeds of the Collateral) and (D) when Incurred, no Default shall haveoccurred and be continuing or would have occurred as a consequence thereof, as amended, restated, supplemented, waived,replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid,refunded, refinanced or otherwise modified from time to time, including any agreement or indenture extending the maturitythereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement oragreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures orincreasing the amount loaned or issued thereunder (subject to compliance with the covenant described under “Description ofthe Senior Secured Notes—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stockand Preferred Stock,”) and (ii) whether or not the instruments referred to in clause (i) remain outstanding, if designated by theIssuer to be included in the definition of “Term Loan Facilities,” one or more (A) debt facilities or commercial paperfacilities, providing for term loans, receivables financing (including through the sale of receivables to lenders or to specialpurpose entities formed to borrow from lenders against such receivables) or letters of credit, (B) debt securities, indentures orother forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers’acceptances) or (C) instruments or agreements evidencing any other Indebtedness, in each case, with the same or differentborrowers or issuers and, in each case, as amended, supplemented, modified, extended, restructured, renewed, refinanced,restated, replaced or refunded in whole or in part from time to time, and in the case of each of clauses (i) and (ii), on termsthat comply with the foregoing subclauses (A), (B) and (C) of clause (i).

“Transactions” means the Acquisition and the transactions related thereto (including the transactions contemplated inthat certain Memorandum on Structure dated as of March 2, 2007, prepared by PricewaterhouseCoopers), includingborrowings under the Revolving Credit Facility, the issuance of the Senior Secured Notes and the Senior Notes, thecontribution (through holding companies of the Issuer) by the Sponsor and certain other investors arranged by the Sponsor ofcommon equity, preferred equity and/or Subordinated Shareholder Funding to the Issuer, the distribution in specie of theordinary shares of Rightmove plc by the Company and the sale of the ordinary shares of Rightmove plc on behalf of certainshareholders of the Company, in each case pursuant to the scheme of arrangement pursuant to Section 425 of the UKCompanies Act 1985 and the exchange of equity and debt in certain holding companies of the Issuer in lieu of cashconsideration due to certain existing shareholders of the Company.

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“Trust Officer” means any officer within the corporate trust department of the Trustee, including any vice president,assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee (1) whocustomarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively,or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particularsubject, and (2) who shall have direct responsibility for the administration of the Senior Secured Indenture.

“Trustee” means the party named as such in the Senior Secured Indenture until a successor replaces it and, thereafter,means the successor.

“U.K. Gilt Rate” means, as of any redemption date, the yield to maturity at the time of computation of United KingdomTreasury securities denominated in pounds sterling with a fixed maturity most nearly equal to the period from suchredemption date to May 15, 2008. The Issuer will obtain such yield to maturity from information compiled by the Office forNational Statistics and published in the most recent Financial Statistics that have become publicly available at least twoBusiness Days in London prior to the redemption date. If such Financial Statistics are no longer published or do not indicatethe relevant yield to maturity at the time of computation, the Issuer shall use any publicly available source of similar marketdata most nearly equal to the period from such relevant date to May 15, 2008; provided, however, that if the period from suchredemption date to May 15, 2008 is not equal to the fixed maturity of United Kingdom Treasury securities for which a yieldis given, the U.K. Gilt Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from theyields of United Kingdom Treasury securities for which such yields are given, except that if the period from such redemptiondate to May 15, 2008 is less than one year, the Issuer shall use the weekly average yield on actually traded United KingdomTreasury securities denominated in pounds sterling adjusted to a fixed maturity of one year to make such calculation.

“Unrestricted Subsidiary” means:(1) any Subsidiary of the Issuer that at the time of determination shall be designated an Unrestricted Subsidiary by

the Board of Directors of such Person in the manner provided below; and(2) any Subsidiary of an Unrestricted Subsidiary.The Board of Directors of the Issuer may designate any Subsidiary of the Issuer (including any newly acquired or

newly formed Subsidiary of the Issuer) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiariesowns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any otherSubsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiaryto be so designated and its Subsidiaries do not at the time of designation have and do not thereafter Incur any Indebtednesspursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided,further, however, that either:

(a) the Subsidiary to be so designated has total consolidated assets of £1,000 or less; or(b) if such Subsidiary has consolidated assets greater than £1,000, then such designation would be permitted under

the covenant described under “Description of the Senior Secured Notes—Certain Covenants—Limitation onRestricted Payments.”

The Board of Directors of the Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary;provided, however, that immediately after giving effect to such designation:

(x) (1) the Issuer could Incur £1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio andSenior Secured Indebtedness Leverage Ratio tests set forth in the first paragraph of the covenant described under“Description of the Senior Secured Notes—Certain Covenants—Limitation on Incurrence of Indebtedness andIssuance of Disqualified Stock and Preferred Stock,” or (2) (A) the Fixed Charge Coverage Ratio for the Issuerand its Restricted Subsidiaries would be greater than such ratio for the Issuer and its Restricted Subsidiariesimmediately prior to such designation, in each case on a pro forma basis taking into account such designation and(B) the Senior Secured Indebtedness Leverage Ratio for the Issuer and its Restricted Subsidiaries would be nomore than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in eachcase on a pro forma basis taking into account such designation; and

(y) no Event of Default shall have occurred and be continuing.Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by promptly filing with

the Trustee a copy of the resolution of the Board of Directors of the Issuer giving effect to such designation and an Officers’Certificate certifying that such designation complied with the foregoing provisions.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to votein the election of at least a majority of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness or Disqualified Stock, as the case maybe, at any date, the quotient obtained by dividing (1) the sum of the products of the number of years from the date ofdetermination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar

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payment with respect to such Disqualified Stock multiplied by the amount of such payment, by (2) the sum of all suchpayments.

“Wholly Owned Restricted Subsidiary” is any Wholly Owned Subsidiary that is a Restricted Subsidiary.“Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person 100% of the outstanding Capital Stock

or other ownership interests of which (other than directors’ qualifying shares or other similar shares required pursuant toapplicable law) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person.

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DESCRIPTION OF THE SENIOR NOTES

GeneralCastle HoldCo 4, Ltd., a company incorporated in the Cayman Islands with registered number WK-182043 (the

“Issuer”), will issue £170,000,000 aggregate principal amount of senior notes (the “Senior Notes”) under an indenture (the“Senior Indenture”), to be dated as of May 8, 2007, by and among itself, Deutsche Trustee Company Limited, as Trustee,Deutsche Bank AG, London Branch, as Principal Paying Agent and Transfer Agent, Deutsche Bank Luxembourg S.A., asRegistrar and Deutsche International Corporate Services (Ireland) Limited, as Irish Transfer Agent and Paying Agent.

The following summary of certain provisions of the Senior Indenture and the Senior Notes does not purport to becomplete and is subject to, and is qualified in its entirety by reference to, all the provisions of the Senior Indenture andIntercreditor Agreement. Capitalized terms used in this “Description of the Senior Notes” section and not otherwise definedhave the meanings set forth in the section “Description of the Senior Notes—Certain Definitions.” As used in this“Description of the Senior Notes” section, “we,” “us” and “our” mean the Issuer and its Subsidiaries and “Issuer” refers onlyto Castle HoldCo 4, Ltd. and not to any of its subsidiaries.

Brief Description of the Senior Notes and the Senior Note GuaranteesThe Senior Notes will be general obligations of the Issuer and:• rank pari passu in right of payment with all existing and future Indebtedness of the Issuer that is not subordinated

to the Senior Notes;• are secured by second-priority pledges of 100% of the Capital Stock of each of the Issuer and the Company which,

in each case, will rank behind the security granted in favor of the First Priority Lien Obligations;• are senior in right of payment to any future Subordinated Indebtedness of the Issuer;• are senior in right of payment to any existing and future Subordinated Shareholder Funding;• will be effectively subordinated to any existing and future secured Indebtedness of the Issuer and its Subsidiaries

(including under the First Priority Lien Obligations) to the extent of the value of the assets securing suchIndebtedness (unless such assets also secure the Senior Notes on an equal and ratable basis); and

• will be, after the completion of the financial assistance “whitewash” procedures referenced under “Description ofthe Senior Notes—Certain Covenants—Whitewash”, unconditionally guaranteed on a senior basis by the SeniorNote Guarantors.

Principal, Maturity and InterestThe Issuer will issue an aggregate principal amount of £170,000,000 Senior Notes in this offering. The Issuer may

issue additional Senior Notes from time to time after this offering (collectively, “Additional Senior Notes”). Any offering ofAdditional Senior Notes is subject to the covenants described below under the caption “Description of the Senior Notes—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and“Description of the Senior Notes—Certain Covenants—Liens;”. The Senior Notes and any Additional Senior Notessubsequently issued under the Senior Indenture will be treated as a single class for all purposes under the Senior Indenture,including, without limitation, waivers, amendments, redemptions and offers to purchase. Unless the context otherwiserequires, for all purposes of the Senior Indenture and this “Description of the Senior Notes,” references to the Senior Notesinclude any Additional Senior Notes.

The Senior Notes will mature on May 15, 2015. Each Senior Note will bear interest at a rate per annum shown on thefront cover of these listing particulars from the Issue Date or from the most recent date to which interest has been paid orprovided for, payable semi-annually to holders of record at the close of business on November 1 or May 1 immediatelypreceding the interest payment date on November 15 and May 15 of each year, commencing November 15, 2007. Interestwill be computed on the basis of a 360-day year comprised of twelve 30-day months.

The Senior Notes will be issued only in fully registered form, without coupons, in minimum denominations of £50,000and any integral multiple of £1,000 in excess thereof. No service charge will be made for any registration of transfer orexchange of Senior Notes, but the Issuer may require payment of a sum sufficient to cover any transfer tax or other similargovernmental charge payable in connection therewith. Principal of, premium, if any, and interest on the Senior Notes will bepayable, and the Senior Notes may be exchanged or transferred, at the office or agency designated by the Issuer (whichinitially shall be the principal corporate trust office of the Paying Agent).

Paying Agent and Registrar for the Senior NotesThe Issuer will maintain a paying agent for the Senior Notes in (i) the City of London, (ii) the Borough of Manhattan,

City of New York and (iii) for so long as the Senior Notes are listed on the Irish Stock Exchange and admitted to trading on

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the Alternative Securities Market thereof and its guidelines so require, Dublin. The Issuer will also undertake under theSenior Indenture that it will ensure, to the extent practicable, that it maintains a paying agent in a European Union memberstate that will not be obliged to withhold or deduct tax pursuant to the European Union Directive 2003/48/EC regarding thetaxation of savings income (the “Directive”). The initial Paying Agents will be Deutsche Bank AG, London Branch inLondon and Manhattan and Deutsche International Corporate Services (Ireland) Limited in Dublin (each, a “Paying Agent”).

The Issuer will also maintain one or more registrars (each, a “Registrar”) and a transfer agent in each of (i) the City ofLondon and (ii) for so long as the Senior Notes are listed on the Irish Stock Exchange and admitted to trading on theAlternative Securities Market thereof and its guidelines so require, Dublin. The initial Registrar will be Deutsche BankLuxembourg S.A. The initial transfer agents will be Deutsche Bank AG, London Branch, in London, and DeutscheInternational Corporate Services (Ireland) Limited, in Dublin. The Registrar will maintain a register outside the UnitedKingdom reflecting ownership of Definitive Registered Senior Notes outstanding from time to time and the transfer agents ineach of London and Dublin will facilitate transfers of Definitive Registered Senior Notes on behalf of the relevant Issuer.Each transfer agent shall perform the functions of a transfer agent.

The Issuer may change any Paying Agent, Registrar or transfer agent for the Senior Notes without prior notice to thesenior noteholders. However, for so long as the Senior Notes are listed on the Irish Stock Exchange and admitted to tradingon the Alternative Securities Market thereof and the guidelines of the Irish Stock Exchange so require, the Issuer will delivernotice of the change in a Paying Agent, Registrar or transfer agent to the Companies Announcement Office in Dublin. TheIssuer or any of its Subsidiaries may act as Paying Agent (other than with respect to Global Senior Notes) or Registrar.

Optional RedemptionOn or after May 15, 2011, the Issuer may redeem the Senior Notes at its option, in whole at any time or in part from

time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each holder’s registeredaddress (or otherwise delivered in accordance with applicable Euroclear and Clearstream procedures), at the followingredemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, to the redemptiondate (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interestpayment date), if redeemed during the 12-month period commencing on May 15 of the years set forth below:

Period Redemption Price

2011 ........................................................................................................ 104.938%2012 ........................................................................................................ 102.469%2013 and thereafter .................................................................................. 100.000%

In addition, prior to May 15, 2011, the Issuer may redeem the Senior Notes at its option, in whole at any time or in partfrom time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each holder’sregistered address (or otherwise delivered in accordance with applicable Euroclear and Clearstream procedures), at aredemption price equal to 100% of the principal amount of the Senior Notes redeemed plus the Applicable Premium (ascalculated by the Issuer or on behalf of the Issuer by such person as the Issuer shall designate) as of, and accrued and unpaidinterest, if any, to, the applicable redemption date (subject to the right of holders of record on the relevant record date toreceive interest due on the relevant interest payment date).

Notwithstanding the foregoing, at any time and from time to time on or prior to May 15, 2010, the Issuer may redeemin the aggregate up to 35% of the original aggregate principal amount of the Senior Notes (calculated after giving effect toany issuance of any Additional Senior Notes) with the net cash proceeds of one or more Equity Offerings (1) by the Issuer or(2) by any direct or indirect parent of the Issuer, in each case to the extent the net cash proceeds thereof are contributed to thecommon equity capital of the Issuer or used to purchase Capital Stock (other than Disqualified Stock) of the Issuer from it, ata redemption price (expressed as a percentage of principal amount thereof) of 109.875%, plus accrued and unpaid interest, ifany, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on therelevant interest payment date); provided, however, that at least 65% of the original aggregate principal amount of the SeniorNotes (calculated after giving effect to any issuance of any Additional Senior Notes) remain outstanding after each suchredemption; provided, further, that such redemption shall occur within 90 days after the date on which any such EquityOffering is consummated upon not less than 30 nor more than 60 days’ notice mailed to each holder of Senior Notes beingredeemed and otherwise in accordance with the procedures set forth in the Senior Indenture.

Notice of any redemption upon any Equity Offering may be given prior to the completion thereof, and any suchredemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but notlimited to, completion of the related Equity Offering.

If the Issuer effects an optional redemption of Senior Notes, it will, for so long as the Senior Notes are listed on theIrish Stock Exchange and admitted to trading on the Alternative Securities Market thereof, inform the Irish Stock Exchangeof such optional redemption and confirm the aggregate principal amount of the Senior Notes that will remain outstandingimmediately after such redemption.

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Selection and NoticeIf less than all of the Senior Notes are to be redeemed or are required to be repurchased at any time, the Trustee will

select Senior Notes for redemption or repurchase in compliance with the requirements of the Irish Stock Exchange or anyother principal national securities exchange, if any, on which the Senior Notes are then admitted to trading, and incompliance with the requirements of Euroclear or Clearstream, as applicable, or, if the Senior Notes are not so admitted totrading or such exchange prescribes no method of selection and the Senior Notes are not held through Euroclear orClearstream, as applicable, or Euroclear or Clearstream, as applicable, prescribes no method of selection, on a pro rata basis,to the extent practicable; provided, however, that no Senior Note of £50,000 in aggregate principal amount or less, or otherthan in an integral multiple of £1,000 in excess thereof, shall be redeemed in part.

For so long as the Senior Notes are listed on the Irish Stock Exchange and admitted to trading on the AlternativeSecurities Market thereof and the guidelines of the Irish Stock Exchange so require, the Issuer shall deliver notice ofredemption to the Companies Announcement Office in Dublin and, with respect to Definitive Registered Senior Notes only,mail such notice to senior noteholders by first-class mail, postage prepaid, at their respective addresses as they appear on theregistration books of the Registrar (or otherwise deliver such notice in accordance with applicable Euroclear and Clearstreamprocedures), in each case not less than 30 nor more than 60 days prior to the redemption date.

If any Senior Note is to be redeemed in part only, the notice of redemption that relates to that Senior Note shall statethe portion of the principal amount thereof to be redeemed. In the case of a Definitive Registered Senior Note, a new SeniorNote in principal amount equal to the unredeemed portion of the original Senior Note will be issued in the name of the seniornoteholder thereof upon cancellation of the original Senior Note. In the case of a Global Senior Note, an appropriate notationwill be made on such Senior Note to decrease the principal amount thereof to an amount equal to the unredeemed portionthereof. Subject to the terms of the applicable redemption notice, Senior Notes called for redemption become due on the datefixed for redemption. On and after the redemption date, interest ceases to accrue on Senior Notes or portions of them calledfor redemption.

Mandatory Redemption; Offers to Purchase; Open Market PurchasesThe Issuer is not required to make any mandatory redemption or sinking fund payments with respect to the Senior

Notes. However, under certain circumstances, the Issuer may be required to offer to purchase Senior Notes as describedunder the captions “Description of the Senior Notes—Change of Control” and “Description of the Senior Notes—CertainCovenants—Asset Sales.” We may at any time and from time to time purchase Senior Notes in the open market or otherwise.

Redemption for Taxation ReasonsThe Issuer may redeem the Senior Notes, at its option, in whole, but not in part, at any time upon giving not less than

30 nor more than 60 days’ notice to the senior noteholders (which notice will be irrevocable) at a redemption price equal to100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed for redemption (a“Tax Redemption Date”) (subject to the right of senior noteholders of record on the relevant record date to receive interestdue on the relevant interest payment date) and all Additional Amounts (as defined under “Description of the Senior Notes—Withholding Taxes” below), if any, then due and that will become due on the Tax Redemption Date as a result of theredemption or otherwise, if any, if the Issuer determines in good faith that, as a result of:

(1) any change in, or amendment to, the law or treaties (or any regulations or rulings promulgated thereunder) of aRelevant Taxing Jurisdiction (as defined under “Description of the Senior Notes—Withholding Taxes” below)affecting taxation; or

(2) any change in position regarding the application, administration or interpretation of such laws, treaties,regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) (each of theforegoing in clauses (1) and (2), a “Change in Tax Law”),

the Issuer, with respect to its Senior Notes, or any Senior Note Guarantor, with respect to a Senior Note Guarantee, as thecase may be, is, or on the next interest payment date in respect of the Senior Notes would be, required to pay any AdditionalAmounts, and such obligation cannot be avoided by taking reasonable measures available to the Issuer or such Senior NoteGuarantor (including, for the avoidance of doubt, the appointment of a new Paying Agent or, where such payment would bereasonable, the payment through the Issuer or a Senior Note Guarantor).

In the case of the Issuer or any Senior Note Guarantor as of the Issue Date, the Change in Tax Law must becomeeffective on or after the date of the Listing Particulars. In the case of any Person becoming a Senior Note Guarantor after theIssue Date or in the case of any successor of any Person specified in the preceding sentence, the Change in Tax Law mustbecome effective on or after the date that such Person became a Senior Note Guarantor or such a successor. Notice ofredemption for taxation reasons will be published in accordance with the procedures described under “Description of theSenior Notes—Selection and Notice.” Notwithstanding the foregoing, no such notice of redemption will be given (a) earlierthan 90 days prior to the earliest date on which the Payor (as defined below) would be obliged to make such payment of

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Additional Amounts and (b) unless at the time such notice is given, such obligation to pay such Additional Amounts remainsin effect. Prior to the publication, mailing or delivery of any notice of redemption of the Senior Notes pursuant to theforegoing, the Issuer will deliver to the Trustee (a) an Officers’ Certificate stating that it is entitled to effect such redemptionand setting forth a statement of facts showing that the conditions precedent to its right so to redeem have been satisfied and(b) an opinion of an independent tax counsel of recognized standing to the effect that the circumstances referred to aboveexist. The Trustee will accept such Officers’ Certificate and opinion as sufficient evidence of the satisfaction of theconditions precedent described above, in which event it will be conclusive and binding on the senior noteholders.

Withholding TaxesAll payments made by the Issuer, any Senior Note Guarantor or a successor of any of the foregoing (each, a “Payor”)

on the Senior Notes or the Senior Note Guarantees will be made free and clear of and without withholding or deduction for,or on account of, any Taxes unless the withholding or deduction of such Taxes is then required by law. If any deduction orwithholding for, or on account of, any Taxes imposed or levied by or on behalf of:

(1) the United Kingdom, the Cayman Islands or, in each case, any political subdivision or governmental authoritythereof or therein having power to tax;

(2) any jurisdiction from or through which payment on the Senior Notes or any Senior Note Guarantee is made, orany political subdivision or governmental authority thereof or therein having the power to tax; or

(3) any other jurisdiction in which the Payor is organized or otherwise considered to be a resident for tax purposes,or any political subdivision or governmental authority thereof or therein having the power to tax,

(each of clause (1), (2) and (3), a “Relevant Taxing Jurisdiction”), will at any time be required from any payments made withrespect to the Senior Notes, including payments of principal, redemption price, interest or premium, if any, the Payor will pay(together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the netamounts received in respect of such payments by the senior noteholders or the Trustee, as the case may be, after suchwithholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less thanthe amounts that would have been received in respect of such payments on the Senior Notes in the absence of suchwithholding or deduction; provided, however, that no such Additional Amounts will be payable for or on account of:

(1) any Taxes that would not have been so imposed but for the existence of any present or former connectionbetween the relevant senior noteholder (or between a fiduciary, settlor, beneficiary, member or shareholder of, orpossessor of power over the relevant senior noteholder, if the relevant senior noteholder is an estate, nominee,trust, partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction (including beinga citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, orbeing physically present in, the Relevant Taxing Jurisdiction) but excluding, in each case, any connection arisingsolely from the acquisition, ownership or holding of such Senior Note or the receipt of any payment in respectthereof;

(2) any Taxes that would not have been so imposed if the holder of the Senior Note had made a declaration ofnonresidence or any other claim or filing for exemption to which it is entitled (provided that (x) such declarationof nonresidence or other claim or filing for exemption is required by the applicable law of the Relevant TaxingJurisdiction as a precondition to exemption from the requirement to deduct or withhold all or a part of any suchTaxes and (y) at least 30 days prior to the first payment date with respect to which such declaration ofnonresidence or other claim or filing for exemption is required under the applicable law of the Relevant TaxingJurisdiction with respect to such payment, the relevant holder at that time has been notified in writing by thePayor or any other person through whom payment may be made that a declaration of nonresidence or other claimor filing for exemption is required to be made);

(3) any Taxes that are payable otherwise than by withholding from a payment of the principal of, premium, if any, orinterest on the Senior Notes or under any Senior Note Guarantee;

(4) any estate, inheritance, gift, sales, excise, transfer, personal property or similar tax, assessment or othergovernmental charge;

(5) any Taxes that are required to be deducted or withheld on a payment to an individual pursuant to the Directive orany law implementing, or introduced in order to conform to, the Directive;

(6) except in the case of the liquidation, dissolution or winding-up of the Payor, any Taxes imposed in connectionwith a Senior Note presented for payment by or on behalf of a senior noteholder or beneficial owner who wouldhave been able to avoid such Tax by presenting the relevant Senior Note to, or otherwise accepting paymentfrom, another paying agent in a member state of the European Union; or

(7) any combination of the above.

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Such Additional Amounts will also not be payable (x) if the payment could have been made without such deduction orwithholding if the beneficiary of the payment had presented the Senior Note for payment (where presentation is required)within 30 days after the relevant payment was first made available for payment to the senior noteholder or (y) where, had thebeneficial owner of the Senior Note been the holder of the Senior Note, such beneficial owner would not have been entitledto payment of Additional Amounts by reason of any of clauses (1) to (7) inclusive above.

The Payor will (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld tothe Relevant Taxing Jurisdiction in accordance with applicable law. The Payor will use all reasonable efforts to obtaincertified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant TaxingJurisdiction imposing such Taxes and will provide such certified copies to the Trustee. Such copies shall be made available tothe senior noteholders upon request and will be made available at the offices of the Paying Agent in Dublin if the SeniorNotes are then listed on the Irish Stock Exchange and admitted to trading on the Alternative Securities Market thereof. ThePayor will attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by thecertified copy was paid in connection with payments in respect of the principal amount of Senior Notes then outstanding and(y) the amount of such withholding Taxes paid per £1,000 principal amount of the Senior Notes.

If any Payor will be obligated to pay Additional Amounts under or with respect to any payment made on the SeniorNotes, at least 30 days prior to the date of such payment, the Payor will deliver to the Trustee an Officers’ Certificate statingthe fact that Additional Amounts will be payable and the amount so payable and such other information necessary to enablethe Paying Agent to pay Additional Amounts to senior noteholders on the relevant payment date (unless such obligation topay Additional Amounts arises less than 45 days prior to the relevant payment date, in which case the Payor shall deliversuch Officers’ Certificate as promptly as practicable after the date that is 30 days prior to the payment date).

Wherever in the Senior Indenture, the Senior Notes, any Senior Note Guarantee or this “Description of the SeniorNotes” there are mentioned, in any context:

(1) the payment of principal,(2) redemption prices or purchase prices in connection with a redemption or purchase of Senior Notes,(3) interest, or(4) any other amount payable on or with respect to any of the Senior Notes or any Senior Note Guarantee,

such reference shall be deemed to include payment of Additional Amounts as described under this heading to the extent that,in such context, Additional Amounts are, were or would be payable in respect thereof.

The Payor will pay any present or future stamp, court or documentary taxes, or any other excise, property or similartaxes, charges or levies that arise in any jurisdiction from the execution, delivery, registration or enforcement of any SeniorNotes, the Senior Indenture, or any other document or instrument in relation thereto (other than a transfer of the SeniorNotes) excluding any such taxes, charges or similar levies imposed by any jurisdiction that is not a Relevant TaxingJurisdiction, and the Payor agrees to indemnify the senior noteholders for any such taxes paid by such senior noteholders.The foregoing obligations will survive any termination, defeasance or discharge of the Senior Indenture and will applymutatis mutandis to any jurisdiction in which any successor to a Payor or any Senior Note Guarantor is organized orotherwise considered to be a resident for tax purposes or any political subdivision or taxing authority or agency thereof ortherein.

RankingThe indebtedness evidenced by the Senior Notes will be Senior Indebtedness of the Issuer, will be equal in right of

payment to all existing and future Senior Indebtedness of the Issuer and will be senior in right of payment to all existing andfuture Subordinated Indebtedness of the Issuer and any existing and future Subordinated Shareholder Funding. The SeniorNotes will be effectively subordinated to all Secured Indebtedness of the Issuer and any Subsidiary of the Issuer, includingIndebtedness under the Senior Secured Notes and the Credit Agreements, to the extent of the value of the assets securingsuch Indebtedness (unless such assets also secure the Senior Notes on an equal and ratable basis). In the event of abankruptcy or insolvency, the holders of such Secured Indebtedness will have a prior secured claim to any collateral securingthe debt owed to them. Immediately following completion of the financial assistance “whitewash” procedures referenced in“Description of the Senior Notes—Certain Covenants—Whitewash” and the grant of guarantees and security as described in“Description of the Senior Secured Notes”, the Senior Secured Notes and Indebtedness under the Credit Agreements willhave a first-ranking security interest in:

(a) all present and future shares of capital stock of (or other ownership or profit interest in) each of the Issuer’s andeach Senior Note Guarantor’s present and future direct subsidiaries and material joint venture entities, including,without limitation, all of the Collateral;

(b) all present and future intercompany debt of the Issuer and each Senior Note Guarantor;

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(c) all of the present and future property and assets, tangible and intangible, of the Issuer and each Senior NoteGuarantor, other than certain excluded property; and

(d) all proceeds and products of the property and assets described in clauses (a), (b) and (c) above.The indebtedness evidenced by the Senior Note Guarantees will be Senior Indebtedness of the applicable Senior Note

Guarantor, will be equal in right of payment to all existing and future Senior Indebtedness of such Senior Note Guarantorincluding such Senior Note Guarantor’s guarantee of the Senior Secured Notes and the Revolving Credit Facility, and will besenior in right of payment to all existing and future Subordinated Indebtedness of such Senior Note Guarantor.

At December 31, 2006, on a pro forma basis after giving effect to the Transactions;(1) the Issuer and its Subsidiaries would have had £497.2 million of First Priority Lien Obligations outstanding

(excluding £72.8 million of availability under the Revolving Credit Facility), consisting of the Senior SecuredNotes, Guarantees of the Senior Secured Notes, and £27.2 million drawn under the Revolving Credit Facility;

(2) the Issuer and its Subsidiaries would have had £170 million of unsecured or second-priority secured SeniorIndebtedness outstanding, consisting of the Senior Notes and the Senior Note Guarantees; and

(3) the Issuer and its Subsidiaries would have had no Subordinated Indebtedness outstanding.Although the Senior Indenture will limit the Incurrence of Indebtedness by the Issuer and its Restricted Subsidiaries

and the issuance of Disqualified Stock and Preferred Stock by the Restricted Subsidiaries, such limitation is subject to anumber of significant qualifications and exceptions. Under certain circumstances, the Issuer and its Subsidiaries may be ableto Incur substantial amounts of Indebtedness. Such Indebtedness may be Secured Indebtedness. See “Description of theSenior Notes—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock andPreferred Stock” and “Description of the Senior Notes—Certain Covenants—Liens.”

Substantially all of the operations of the Issuer are conducted through its Subsidiaries. Unless a Subsidiary is a SeniorNote Guarantor, claims of creditors of such Subsidiary, including trade creditors, and claims of preferred stockholders (ifany) of such Subsidiary generally will have priority with respect to the assets and earnings of such Subsidiary over the claimsof creditors of the Issuer, including holders of the Senior Notes. The Senior Notes, therefore, will be effectively subordinatedto creditors (including trade creditors) and preferred stockholders (if any) of Subsidiaries of the Issuer that are not SeniorNote Guarantors. Subsidiaries of the Issuer that are not Senior Note Guarantors, or will not be Senior Note Guarantors aftercompletion of the financial assistance “whitewash” procedures referenced in “Description of the Senior Notes—CertainCovenants—Whitewash”, had £13.2 million of total liabilities, including trade payables but excluding intercompanybalances, outstanding as of December 31, 2006. See “Risk Factors—Risks Relating to the Notes and Our Capital Structure—The notes will be structurally subordinated to the liabilities of non-guarantor subsidiaries.”

Senior Note GuaranteesImmediately following completion of the financial assistance “whitewash” procedures referenced in “Description of

the Senior Notes—Certain Covenants—Whitewash”, each of the Initial Senior Note Guarantors will jointly and severallyirrevocably and unconditionally guarantee on a senior basis the performance and punctual payment when due, whether atStated Maturity, by acceleration or otherwise, of all obligations of the Issuer under the Senior Indenture and the Senior Notes,whether for payment of principal of, premium, if any, or interest on the Senior Notes, expenses, indemnification or otherwise(all such obligations guaranteed by such Initial Senior Note Guarantors and by any of the Issuer’s Subsidiaries thatsubsequently become Senior Note Guarantors being herein called the “Guaranteed Obligations”). Such Initial Senior NoteGuarantors and any of the Issuer’s Subsidiaries that subsequently become Senior Note Guarantors will agree to pay, inaddition to the amount stated above, any and all expenses (including reasonable counsel fees and expenses) Incurred by theTrustee or the holders in enforcing any rights under the Senior Note Guarantees.

The Senior Note Guarantees will be effectively subordinated to any existing and future secured Indebtedness of theSenior Note Guarantors, including under the Senior Secured Notes and the Credit Agreements, to the extent of the value ofthe assets securing such Indebtedness. In the event of a bankruptcy or insolvency, each Senior Note Guarantor’s securedlenders will have a prior secured claim to any collateral of such Senior Note Guarantor securing the debt owed to them.

The obligations of the Senior Note Guarantors under their Senior Note Guarantees will be limited as necessary torecognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer,voidable preference, financial assistance, corporate benefit, capital maintenance or similar laws, regulations or defensesaffecting the rights of creditors generally) or other considerations under applicable law. See “Risk Factors—Risk FactorsRelating to the Notes and Our Capital Structure—Corporate benefit and financial assistance laws and other limitations on theguarantees and security may adversely affect the validity and enforceability of the guarantees of the notes and, with respect tothe senior secured notes, the security granted by the guarantors.”

In addition to the obligation of the Issuer regarding the financial assistance “whitewash” procedures described under“Description of the Senior Notes—Certain Covenants—Whitewash”, after the Issue Date, the Issuer will cause each

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Restricted Subsidiary (unless such Subsidiary is a Receivables Subsidiary) that incurs or guarantees certain Indebtedness toexecute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary will guaranteepayment of the Senior Notes on the same basis. See “Description of the Senior Notes—Certain Covenants—Future SeniorNote Guarantors.”

Each Senior Note Guarantee will be a continuing guarantee and shall:(1) remain in full force and effect until payment in full of all the Guaranteed Obligations;(2) subject to the next succeeding paragraph, be binding upon each such Senior Note Guarantor and its successors;

and(3) inure to the benefit of and be enforceable by the Trustee, the holders and their successors, transferees and

assigns.Subject to the Intercreditor Agreement, a Senior Note Guarantee of a Senior Note Guarantor will be automatically

released upon:(1) the sale, disposition, exchange or other transfer (including through merger, consolidation or otherwise) of the

Capital Stock (including any sale, disposition or other transfer following which the applicable Senior NoteGuarantor is no longer a Restricted Subsidiary), of the applicable Senior Note Guarantor if such sale, disposition,exchange or other transfer is made in compliance with, and the release is otherwise in compliance with, theSenior Indenture and the Intercreditor Agreement;

(2) the Issuer designating such Senior Note Guarantor to be an Unrestricted Subsidiary in accordance with thecovenants described under “Description of the Senior Notes—Certain Covenants—Limitation on RestrictedPayments” and the definition of “Unrestricted Subsidiary;”

(3) the release or discharge of such Restricted Subsidiary from the guarantee of Indebtedness of the Issuer or anyRestricted Subsidiary or the repayment of the Indebtedness (except in each case a discharge or release by or as aresult of payment under such guarantee) that resulted in the obligation to guarantee the Senior Notes if suchSenior Note Guarantor would not then otherwise be required to guarantee the Senior Notes under the SeniorIndenture, provided that, if such Person has incurred any Indebtedness or issued any Disqualified Stock inreliance on its status as a Senior Note Guarantor under the covenant “—Certain Covenants—Limitation onIncurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” such Senior NoteGuarantor’s obligations under such Indebtedness or Disqualified Stock, as the case may be, so Incurred aresatisfied in full and discharged or are otherwise permitted to be Incurred under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; and

(4) the Issuer’s exercise of its legal defeasance option or covenant defeasance option as described under “Descriptionof the Senior Notes—Defeasance,” or if the Issuer’s obligations under the Senior Indenture are discharged inaccordance with the terms of the Senior Indenture.

In the event that a Senior Note Guarantor is released from its obligations under a Subsidiary Guarantee at a time whenthe Senior Notes are listed on the Irish Stock Exchange and admitted to trading on the Alternative Securities Market thereof,the Issuer will, to the extent the guidelines of the Irish Stock Exchange so require, notify the Irish Stock Exchange.

SecurityGeneral

Pursuant to various Security Documents, the Issuer and Holdings will grant to Deutsche Bank AG, London Branch, asSecurity Agent, second-priority pledges in all of the capital stock of the Issuer and the Company (collectively, the“Collateral”), subject to the grant of further Permitted Collateral Liens.

The agreements, debentures or other instruments to be entered into between, inter alios, the Security Agent, Holdingsand the Issuer pursuant to which Security Interests in the Collateral are granted to secure the Senior Notes from time to timeare referred to as the “Security Documents”. Each Security Document is governed by English law. Since the Holders are notparties to the Security Documents, Holders may not, individually or collectively, take any direct action to enforce any rightsin their favor under the Security Documents. The Holders may only act by instructing the Trustee to act through the SecurityAgent.

The capital stock of the Issuer will be pledged to the Security Agent on the Issue Date and the capital stock ofCountrywide will be pledged to the Security Agent on the date such capital stock is registered in the name of the Issuer.

Subject to certain conditions, including compliance with the covenants described under “Description of the SeniorNotes—Certain Covenants—Impairment of Security Interest” and “Description of the Senior Notes—Certain Covenants—Liens,” the Issuer is permitted to pledge the Collateral in connection with future issuances of its Indebtedness, including any

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Additional Senior Notes, or Indebtedness of its Restricted Subsidiaries, in each case permitted under the Senior Indenture andon terms consistent with the relative priority of such Indebtedness.

No appraisals of any of the Collateral have been prepared by or on behalf of the Issuer in connection with the issuanceof the Senior Notes. By its nature, the Collateral will be illiquid and may have no readily ascertainable market value.Accordingly, there can be no assurance that the Collateral will be able to be sold in a short period of time or at all.

PriorityThe relative priority among (a) the lenders under the Credit Agreements, (b) the counterparties under certain Hedging

Obligations, (c) the Trustee and the Holders under the indenture governing the Senior Secured Notes and (d) the Trustee andthe Holders under the Senior Indenture with respect to the security interest in the Collateral that is created by the SecurityDocuments and secures obligations under the Senior Notes and the Senior Indenture (the “Security Interest”) is establishedby the terms of the Intercreditor Agreement, the Senior Indenture, the indenture governing the Senior Secured Notes, theSecurity Documents and the security documents relating to the Senior Secured Notes and the Credit Agreements and suchHedging Obligations, which provide that the obligations under the Senior Secured Notes, the Credit Agreements and suchHedging Obligations are secured by a first priority interest in the Collateral and the Obligations under the Senior Notes aresecured by a second-priority interest in the Collateral. See “Description of Other Indebtedness—Intercreditor Agreement”.

SharingPursuant to the Intercreditor Agreement and the terms of the Security Documents, the Security Agent will act on behalf

of, and the Collateral and other security interests granted in respect of such Indebtedness will be shared equally and ratablyamong, all Indebtedness entitled to first-ranking security under the indenture governing the Senior Secured Notes. ThisIndebtedness includes the Senior Secured Notes, obligations under the Revolving Credit Facility, certain HedgingObligations and any other Indebtedness designated by the Issuer as “Senior Secured Liabilities” in compliance with the termsof the Senior Indenture. Indebtedness shall constitute “Senior Secured Liabilities” only if, among other things:

(a) it is Senior Indebtedness that is permitted to be Incurred by the terms of the Senior Indenture;(b) the Lien granted over such Collateral would be a Permitted Collateral Lien;(c) it is so designated in writing by the Issuer; and(d) the Lenders of such Senior Secured Liabilities or their Representative accede to the Intercreditor Agreement in

such capacity.The Intercreditor Agreement will also provide for additional Senior Indebtedness to be incurred on a second priority

basis and secured equally and ratably with the Senior Notes (“Senior Second-Lien Secured Liabilities”), if, among otherthings:

(a) it is Indebtedness that is permitted to be Incurred by the terms of the Senior Indenture;(b) the Lien granted over the Collateral would be a Permitted Collateral Lien;(c) it is so designated in writing by the Issuer; and(d) the lenders of such Senior Second-Lien Secured Liabilities or their representative accede to the Intercreditor

Agreement in such capacity.Each of the Security Documents will provide that they may be amended to allow for the securing of additional Senior

Secured Liabilities or Senior Second-Lien Secured Liabilities pursuant to such Security Documents or to allow for sharingarrangements with any such Senior Secured Liabilities or Senior Second-Lien Secured Liabilities, in each case, on a basisthat is consistent with the ranking described herein. Such amendments shall be made without the consent of the Holdersprovided such Indebtedness is permitted by the Senior Indenture, Officers’ Certificates and Opinions of Counsel have beendelivered to the Trustee and the Security Agent, and the Trustee and the Security Agent shall (in each case having beenindemnified and/or secured to its satisfaction) enter into such amendments. Each of the Security Documents may also bereleased or amended in the circumstances described under “Description of the Senior Notes—Releases” and “Description ofthe Senior Notes—Certain Covenants—Impairment of Security Interest.”

Administration of SecurityThe Security Documents and the Collateral will be administered by the Security Agent pursuant to an Intercreditor

Agreement for the benefit of all holders of Secured Indebtedness. The ability of the Security Agent to enforce the SecurityInterests in the Collateral is restricted by the terms of the Intercreditor Agreement by reference to the interests of the holdersof Senior Secured Notes, the lenders under the Revolving Facility Agreement and any Term Loan Facility and thecounterparties to certain Hedging Obligations. See “Description of Other Indebtedness—Intercreditor Agreement”. It may

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also be restricted by similar arrangements in relation to future Indebtedness that is secured by the Collateral in compliancewith the Senior Indenture.

The ability of holders of the Senior Notes to realize upon the Collateral will be subject to various bankruptcy lawlimitations in the event of the Issuer’s bankruptcy. See “Risk Factors—Risks Relating to the Notes and Our CapitalStructure—Your rights as a creditor may not be the same under Cayman Islands or English insolvency laws as under US orother insolvency laws.”

The Trustee for the Senior Notes has, and by accepting a Senior Note, each holder thereof will be deemed to have:• irrevocably appointed Deutsche Bank AG, London Branch as Security Agent to act as its agent and under the

Intercreditor Agreement and the other relevant documents to which it is a party (including, without limitation, theSecurity Documents); and

• irrevocably authorized the Security Agent to (i) perform the duties and exercise the rights, powers and discretionsthat are specifically given to it under the Intercreditor Agreement or other documents to which it is a party,together with any other incidental rights, power and discretions; and (ii) execute each document expressed to beexecuted by the Security Agent on its behalf.

Enforcement of SecurityThe Senior Indenture and the Intercreditor Agreement restrict the ability of the Holders or the Trustee to enforce the

Security Interest and provide for the release of the Security Interest created by the Security Documents in certaincircumstances upon enforcement by the holders of First Priority Lien Obligations. These limitations are described under“Description of Other Indebtedness—Intercreditor Agreement.”

In general, the rights of the Security Agent or the Holders to take Enforcement Action under the Security Documentswith respect to the Collateral are subject to certain limitations on enforcement including a 179-day standstill periodapplicable in the case of certain Enforcement Actions. The Security Agent is also limited from taking Enforcement Actionthat would otherwise be permitted under the Intercreditor Agreement with respect to the Collateral if the security agent actingin respect of the First Priority Lien Obligations has given notice to the Trustee that it is enforcing the security interest overthe Collateral. Until the security agent acting in respect of the First Priority Lien Obligations ceases to use all reasonablecommercial steps to enforce the security interests in favor of the holders of First Priority Lien Obligations as expeditiously asreasonably practicable having regard for the circumstances (and the security agent acting in respect of the First Priority LienObligations will give prompt written notice to the Trustee of its ceasing to do so), neither the Holders nor the Trustee maygive any instruction to the Security Agent to enforce the Security Interest in a manner that would adversely affect theenforcement process instituted by the security agent acting in respect of the First Priority Lien Obligations.

If the Trustee or any Holder receives proceeds of any enforcement of the Security Interest in the Collateral while theFirst Priority Lien Obligations are outstanding, the Trustee or such Holder, as applicable, will, subject to certain exceptions,turn over such amounts to the Security Agent to be applied in the order described under “Description of OtherIndebtedness—Intercreditor Agreement—Turnover.”

For the purposes of the Intercreditor Agreement, “Enforcement Action” means in relation to any Liabilities (other thanHedging Liabilities) (each as defined in the Intercreditor Agreement), any action whatsoever to enforce rights and exerciseremedies (including any right of setoff) with respect to any security interest in the Collateral (including makingdeterminations regarding the release, disposition or restrictions with respect to any Collateral), or to commence or seek tocommence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceedingor any insolvency or liquidation proceeding, provided that the taking of any action not falling within the foregoing necessaryto preserve the validity and existence of claims, including, without limitation, the registration of such claims before any courtor governmental authority shall not constitute Enforcement Action (including, for the avoidance of doubt, any lawful actionagainst any Finance Party (as defined in the Intercreditor Agreement) (or any agent, trustee or receiver acting on behalf ofsuch Finance Party) to challenge the basis on which any sale or disposal of any assets subject to the Security Documents isbeing implemented).

ReleasesThe Security Interests in the Collateral will be released:(a) upon payment in full of principal, interest and all other Obligations on the Senior Notes issued under the Senior

Indenture or discharge or defeasance thereof; or(b) following a Default under the Senior Indenture or a default under any other Indebtedness secured by the

Collateral, pursuant to an Enforcement Action complying with the requirements of Intercreditor Agreementwhereby the sale is made pursuant to a public auction (or in connection with the sale an internationallyrecognized investment bank has delivered to the Trustee an opinion that the price of the sale is fair from a

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financial point of view after taking into account all relevant circumstances) and the proceeds of such sale are incash (or substantially in cash) and are applied in accordance with the “turnover” provisions of the IntercreditorAgreement.

Upon certification by the Issuer, the Trustee and the Security Agent shall take all necessary actions, including thegranting of releases or waivers under the Intercreditor Agreement, to effectuate any release in accordance with theseprovisions, subject to customary protections and indemnifications. The Security Agent and/or the Trustee (as applicable) willagree to any release of the Liens on the Collateral created by the Security Documents that is in accordance with the SeniorIndenture and the Intercreditor Agreement without requiring any consent of the Holders.

Change of ControlUpon the occurrence of any of the following events (each, a “Change of Control”), each holder will have the right to

require the Issuer to repurchase all or any part of such holder’s Senior Notes at a purchase price in cash equal to 101% of theprincipal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of holders ofrecord on the relevant record date to receive interest due on the relevant interest payment date), except to the extent the Issuerhas previously elected to redeem Senior Notes as described under “Description of the Senior Notes—Optional Redemption:”

(1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all the assets of theIssuer and its Subsidiaries, taken as a whole, to a Person other than, directly or indirectly, any of the PermittedHolders; or

(2) the Issuer becomes aware (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act,proxy, vote, written notice or otherwise) of the acquisition by any Person or group (within the meaning ofSection 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any groupacting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1)under the Exchange Act), other than any of the Permitted Holders, in a single transaction or in a related series oftransactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership(within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), of more than 50% of thetotal voting power of the Voting Stock of the Issuer or any direct or indirect parent of the Issuer. Notwithstandingthe foregoing, a Specified Merger/Transfer Transaction shall not constitute a Change of Control.

In the event that at the time of such Change of Control the terms of any bank indebtedness restrict or prohibit therepurchase of Senior Notes pursuant to this covenant, then prior to the mailing (or delivery) of the notice to holders providedfor in the immediately following paragraph but in any event within 45 days following any Change of Control, the Issuershall:

(1) repay in full all such bank indebtedness or, if doing so will allow the purchase of Senior Notes, offer to repay infull all such bank indebtedness and repay the bank indebtedness of each lender that has accepted such offer; or

(2) obtain the requisite consent under the agreements governing such bank indebtedness to permit the repurchase ofthe Senior Notes as provided for in the immediately following paragraph.

Within 45 days following any Change of Control, except to the extent that the Issuer has exercised its right to redeemthe Senior Notes by delivery of a notice of redemption as described under “Description of the Senior Notes—OptionalRedemption,” or all conditions to such redemption have been satisfied or waived, the Issuer shall mail (or otherwise deliverin accordance with applicable Euroclear and Clearstream procedures) a notice (a “Change of Control Offer”) to each holderwith a copy to the Trustee stating:

(1) that a Change of Control has occurred and that such holder has the right to require the Issuer to repurchase suchholder’s Senior Notes at a repurchase price in cash equal to 101% of the principal amount thereof, plus accruedand unpaid interest, if any, to the date of repurchase (subject to the right of holders of record on a record date toreceive interest on the relevant interest payment date) (the “Change of Control Payment”);

(2) the circumstances and relevant facts and financial information regarding such Change of Control;(3) the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is

mailed or delivered) (the “Change of Control Payment Date”); and(4) the instructions determined by the Issuer, consistent with this covenant, that a holder must follow in order to have

its Senior Notes purchased.A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of

Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.In addition, the Issuer will not be required to make a Change of Control Offer upon a Change of Control if a third party

makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in

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the Senior Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Senior Notes validlytendered and not withdrawn under such Change of Control Offer.

On the Change of Control Payment Date, if the Change of Control shall have occurred, the Issuer will, to the extentlawful:

(1) accept for payment all Senior Notes properly tendered pursuant to the Change of Control Offer;(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Senior Notes

so tendered;(3) deliver or cause to be delivered to the Trustee an Officers’ Certificate stating the Senior Notes or portions of the

Senior Notes being purchased by the Issuer in the Change of Control Offer;(4) in the case of Global Senior Notes, deliver, or cause to be delivered, to the principal Paying Agent the Global

Senior Notes in order to reflect thereon the portion of such Notes or portions thereof that have been tendered toand purchased by the Issuer; and

(5) in the case of Definitive Registered Senior Notes, deliver, or cause to be delivered, to the relevant Registrar forcancellation all Definitive Registered Senior Notes accepted for purchase by the Issuer.

The Paying Agent will promptly mail (or otherwise deliver in accordance with applicable Euroclear and Clearstreamprocedures) to each holder of Senior Notes so tendered the Change of Control Payment for such Senior Notes, and theTrustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder of Senior Notes a newSenior Note equal in principal amount to the unpurchased portion of the Senior Notes surrendered, if any; provided that eachsuch new Senior Note will be in a principal amount that is at least £50,000 and integral multiples of £1,000 in excess thereof.

For so long as the Senior Notes are listed on the Irish Stock Exchange and admitted to trading on the AlternativeSecurities Market thereof and the guidelines of such exchange so require, the Issuer will give notice with respect to theresults of the Change of Control Offer to the Companies Announcement Office in Dublin.

Senior Notes repurchased by the Issuer or an Affiliate pursuant to a Change of Control Offer will have the status ofSenior Notes issued but not outstanding or will be retired and canceled at the option of the Issuer. Senior Notes purchased byan unaffiliated third party pursuant to the preceding paragraph will have the status of Senior Notes issued and outstanding.

The Issuer will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and anyother securities laws or regulations in connection with the repurchase of Senior Notes pursuant to this covenant. To the extentthat the provisions of any securities laws or regulations conflict with provisions of this covenant, the Issuer will comply withthe applicable securities laws and regulations and will not be deemed to have breached its obligations under this covenant byvirtue thereof.

This Change of Control repurchase provision is a result of negotiations between the Issuer and the initial purchasers.The Issuer has no present intention to engage in a transaction involving a Change of Control, although it is possible that theIssuer could decide to do so in the future. Subject to the limitations discussed below, the Issuer could, in the future, enter intocertain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change ofControl under the Senior Indenture, but that could increase the amount of indebtedness outstanding at such time or otherwiseaffect the Issuer’s capital structure or credit rating.

The occurrence of events that would constitute a Change of Control constitutes a default under the Revolving CreditFacility. Agreements and instruments with respect to future indebtedness that the Issuer or any of its subsidiaries may incurmay contain prohibitions on certain events that would constitute a Change of Control or require such indebtedness to berepurchased upon a Change of Control. Moreover, the exercise by the holders of their right to require the Issuer to repurchasethe Senior Notes could cause a default under such indebtedness, even if the Change of Control itself does not, due to thefinancial effect of such repurchase on the Issuer. Finally, the Issuer’s ability to pay cash to the holders upon a repurchase maybe limited by the Issuer’s then existing financial resources. There can be no assurance that sufficient funds will be availablewhen necessary to make any required repurchases. See “Risk Factors—Risk Relating to the Notes and Our CapitalStructure—We may not be able to repurchase the notes upon a change of control.”

The definition of Change of Control includes a phrase relating to the sale, lease or transfer of “all or substantially all”the assets of the Issuer and its Subsidiaries taken as a whole. Although there is a developing body of case law interpreting thephrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, theability of a holder of Senior Notes to require the Issuer to repurchase such Senior Notes as a result of a sale, lease or transferof less than all of the assets of the Issuer and its Subsidiaries taken as a whole to another Person or group may be uncertain.

The provisions under the Senior Indenture relating to the Issuer’s obligation to make an offer to repurchase the SeniorNotes as a result of a Change of Control may be waived or modified with the written consent of the holders of a majority inprincipal amount of outstanding Senior Notes.

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Certain CovenantsSet forth below are summaries of certain covenants that will be contained in the Senior Indenture. Prior to the

Acquisition Date, the Company and its Restricted Subsidiaries will not be subject to these covenants, provided that, anycalculation (after consummation of the Acquisition) relating to the period beginning on the Issue Date will include theCompany and its Restricted Subsidiaries.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. The SeniorIndenture will provide that:

(1) the Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur anyIndebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and

(2) the Issuer will not permit any of its Restricted Subsidiaries (other than a Senior Note Guarantor) to issue anyshares of Preferred Stock;

provided, however, that the Issuer may Incur Indebtedness (including Acquired Indebtedness) or issue shares ofDisqualified Stock and any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness), issue shares ofDisqualified Stock or issue shares of Preferred Stock, in each case if the Fixed Charge Coverage Ratio of the Issuer for themost recently ended four full fiscal quarters for which internal financial statements are available immediately preceding thedate on which such additional Indebtedness is Incurred or such Disqualified Stock or Preferred Stock is issued would havebeen at least 2.00 to 1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom),as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the casemay be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, thatthe amount of Indebtedness that may be Incurred and Disqualified Stock or Preferred Stock that may be issued pursuant tothe foregoing by Restricted Subsidiaries that are not Senior Note Guarantors shall not exceed £15.0 million at any one timeoutstanding.

The foregoing limitations will not apply to (collectively, “Permitted Debt”):(a) the Incurrence by the Issuer or its Restricted Subsidiaries of Indebtedness under (i) the Revolving Credit Facility

and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit andbankers’ acceptances being deemed to have a principal amount equal to the face amount thereof) in an aggregateprincipal amount not to exceed £100.0 million and (ii) following the Acquisition Date, Term Loan Facilities in anaggregate principal amount not to exceed £100.0 million;

(b) the Incurrence by the Issuer and the Senior Note Guarantors of Indebtedness represented by (i) the Senior Notes(not including any Additional Senior Notes) and the Senior Note Guarantees and (ii) the Senior Secured Notes(not including any additional Senior Secured Notes) in an aggregate principal amount not to exceed£470,000,000 and the Senior Secured Note Guarantees (each as defined under “Description of the Senior SecuredNotes”);

(c) Indebtedness existing on both the Issue Date and the Acquisition Date (other than Indebtedness described inclauses (a) and (b));

(d) Indebtedness (including Capitalized Lease Obligations) Incurred by the Issuer or any of its RestrictedSubsidiaries, Disqualified Stock issued by the Issuer or any of its Restricted Subsidiaries and Preferred Stockissued by any Restricted Subsidiaries of the Issuer to finance (whether prior to or within 270 days after) thepurchase, lease, construction or improvement of property (real or personal) or equipment (whether through thedirect purchase of assets or the Capital Stock of any Person owning such assets); provided that the aggregateamount of all Indebtedness Incurred pursuant to this clause (d) shall not exceed £25.0 million;

(e) Indebtedness Incurred by the Issuer or any of its Restricted Subsidiaries constituting reimbursement obligationswith respect to letters of credit and bank guarantees issued in the ordinary course of business, including withoutlimitation letters of credit in respect of workers’ compensation claims, health, disability or other benefits toemployees or former employees or their families or property, casualty or liability insurance or self-insurance, andletters of credit in connection with the maintenance of, or pursuant to the requirements of, environmental or otherpermits or licenses from governmental authorities, or other Indebtedness with respect to reimbursement typeobligations regarding workers’ compensation claims;

(f) Indebtedness arising from agreements of the Issuer or a Restricted Subsidiary providing for indemnification,adjustment of purchase price or similar obligations, in each case, Incurred in connection with the Transactions orany other acquisition or disposition of any business, assets or a Subsidiary of the Issuer in accordance with theterms of the Senior Indenture, other than guarantees of Indebtedness Incurred by any Person acquiring all or anyportion of such business, assets or Subsidiary for the purpose of financing such acquisition;

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(g) Indebtedness of the Issuer to a Restricted Subsidiary; provided, that, except in respect of intercompany currentliabilities incurred in the ordinary course of business in connection with the cash management operations of theIssuer and its Restricted Subsidiaries, any such Indebtedness owed to a Restricted Subsidiary that is not a SeniorNote Guarantor shall, to the extent legally permitted (assuming completion of procedures required in thereasonable judgement of directors or officers of the obligee or obligor under such Indebtedness to beimplemented by such obligee or obligor to protect such Persons from any penalty or civil or criminal liability inconnection with the subordination of such Indebtedness), be subordinated in right of payment to the obligationsof the Issuer under the Senior Notes; provided, further, that any subsequent issuance or transfer of any CapitalStock or any other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary orany other subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary orany pledge of such Indebtedness constituting a Permitted Lien or a Permitted Collateral Lien) shall be deemed, ineach case, to be an Incurrence of such Indebtedness not permitted by this clause (g);

(h) shares of Preferred Stock of a Restricted Subsidiary issued to the Issuer or another Restricted Subsidiary;provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in anyRestricted Subsidiary that holds such shares of Preferred Stock of another Restricted Subsidiary ceasing to be aRestricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Issueror another Restricted Subsidiary) shall be deemed, in each case, to be an issuance of shares of Preferred Stocknot permitted by this clause (h);

(i) Indebtedness of a Restricted Subsidiary to the Issuer or another Restricted Subsidiary; provided, that, except inrespect of intercompany current liabilities incurred in the ordinary course of business in connection with the cashmanagement operations of the Issuer and its Restricted Subsidiaries, if a Senior Note Guarantor Incurs suchIndebtedness to a Restricted Subsidiary that is not a Senior Note Guarantor, such Indebtedness shall, to the extentlegally permitted (assuming completion of procedures required in the reasonable judgement of directors orofficers of the obligee or obligor under such Indebtedness to be implemented by such obligee or obligor toprotect such Persons from any penalty or civil or criminal liability in connection with the subordination of suchIndebtedness), be subordinated in right of payment to the Senior Note Guarantee of such Senior Note Guarantor;provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event that results inany Restricted Subsidiary holding such Indebtedness ceasing to be a Restricted Subsidiary or any othersubsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary or any pledgeof such Indebtedness constituting a Permitted Lien or a Permitted Collateral Lien) shall be deemed, in each case,to be an Incurrence of such Indebtedness not permitted by this clause (i);

(j) Hedging Obligations that are Incurred not for speculative purposes but (1) for the purpose of fixing or hedginginterest rate risk with respect to any Indebtedness that is permitted by the terms of the Senior Indenture to beoutstanding; (2) for the purpose of fixing or hedging currency exchange rate risk with respect to any currencyexchanges; or (3) for the purpose of fixing or hedging commodity price risk with respect to any commoditypurchases or sales;

(k) obligations in respect of performance, bid, appeal and surety bonds and completion guarantees provided by theIssuer or any Restricted Subsidiary in the ordinary course of business or consistent with past practice;

(l) any guarantee by the Issuer or a Restricted Subsidiary of Indebtedness or other obligations of the Issuer or any ofits Restricted Subsidiaries so long as the Incurrence of such Indebtedness Incurred by the Issuer or suchRestricted Subsidiary is permitted under the terms of the Senior Indenture; provided that (i) if such Indebtednessis by its express terms subordinated in right of payment to the Senior Notes or the Senior Note Guarantee of suchRestricted Subsidiary, as applicable, any such guarantee of such Senior Note Guarantor with respect to suchIndebtedness shall be subordinated in right of payment to such Senior Note Guarantor’s Senior Note Guaranteewith respect to the Senior Notes substantially to the same extent as such Indebtedness is subordinated to theSenior Notes or the Senior Note Guarantee of such Restricted Subsidiary, as applicable, and (ii) if such guaranteeis of Indebtedness of the Issuer, such guarantee is Incurred in accordance with the covenant described under“Description of the Senior Notes—Certain Covenants—Future Senior Note Guarantors;”

(m) the Incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness or Disqualified Stock orPreferred Stock of a Restricted Subsidiary of the Issuer that serves to refund, refinance or defease anyIndebtedness Incurred or Disqualified Stock or Preferred Stock issued as permitted under the first paragraph ofthis covenant and clauses (b), (c), (d), (m), (n) and (v) of this paragraph or any Indebtedness, Disqualified Stockor Preferred Stock Incurred to so refund or refinance such Indebtedness, Disqualified Stock or Preferred Stock,including any additional Indebtedness, Disqualified Stock or Preferred Stock Incurred to pay premiums(including tender premium), defeasance costs and fees in connection therewith (subject to the following proviso,“Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such RefinancingIndebtedness will be Refinancing Indebtedness if and to the extent it:

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(1) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is Incurred that is notless than the shorter of (x) the remaining Weighted Average Life to Maturity of the Indebtedness,Disqualified Stock or Preferred Stock being refunded, refinanced or defeased and (y) the WeightedAverage Life to Maturity that would result if all payments of principal on the Indebtedness, DisqualifiedStock and Preferred Stock being refunded or refinanced that were due on or after the date one yearfollowing the last maturity date of any Senior Notes then outstanding were instead due on such date oneyear following the last date of maturity of the Senior Notes (provided that any Refinancing IndebtednessIncurred in reliance on this subclause (1)(y) does not provide for any scheduled principal payments priorto the maturity date of the Senior Notes in excess of, or prior to, the scheduled principal payments dueprior to such maturity for the Indebtedness, Disqualified Stock or Preferred Stock being refunded orrefinanced or defeased);

(2) has a Stated Maturity that is not earlier than the earlier of (x) the Stated Maturity of the Indebtednessbeing refunded or refinanced or (y) 91 days following the maturity date of the Senior Notes;

(3) refinances (a) Indebtedness junior to the Senior Notes or the Senior Note Guarantee of such RestrictedSubsidiary, as applicable, such Refinancing Indebtedness is junior to the Senior Notes or the Senior NoteGuarantee of such Restricted Subsidiary, as applicable, or (b) Disqualified Stock or Preferred Stock, suchRefinancing Indebtedness is Disqualified Stock or Preferred Stock; and

(4) does not include (x) Indebtedness of a Restricted Subsidiary of the Issuer that is not a Senior NoteGuarantor that refinances Indebtedness of the Issuer or a Senior Note Guarantor, or (y) Indebtedness ofthe Issuer or a Restricted Subsidiary that refinances Indebtedness of an Unrestricted Subsidiary,

provided, further, that subclauses (1) and (2) of this clause (m) will not apply to any refunding or refinancing ofany First Priority Lien Obligations.

(n) Indebtedness, Disqualified Stock or Preferred Stock of (x) the Issuer or any of its Restricted SubsidiariesIncurred to finance an acquisition or (y) Persons that constitutes Acquired Indebtedness; provided, however, thatafter giving effect to such acquisition or merger, consolidation or amalgamation either:

(1) the Issuer would be permitted to Incur at least £1.00 of additional Indebtedness pursuant to the FixedCharge Coverage Ratio test set forth in the first sentence of this covenant; or

(2) the Fixed Charge Coverage Ratio of the Issuer would be greater than immediately prior to suchacquisition or merger, consolidation or amalgamation;

(o) Indebtedness Incurred by a Receivables Subsidiary in a Qualified Receivables Financing that is not with recourseto the Issuer or any Restricted Subsidiary other than a Receivables Subsidiary (except for Standard SecuritizationUndertakings);

(p) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similarinstrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness isextinguished within five Business Days of its Incurrence;

(q) Indebtedness of the Issuer or any Restricted Subsidiary supported by a letter of credit or bank guarantee issuedpursuant to the Credit Agreements, in a principal amount not in excess of the stated amount of such letter ofcredit;

(r) Indebtedness representing deferred compensation or other similar arrangements to employees and directors of theIssuer or any Restricted Subsidiary Incurred in the ordinary course of business or in connection with theTransactions (including as a result of the cancellation or vesting of outstanding options and other equity-basedawards in connection therewith), an acquisition or any other Permitted Investment;

(s) Indebtedness of the Issuer or any Restricted Subsidiary consisting of (1) the financing of insurance premiums or(2) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

(t) Indebtedness consisting of notes and earn-out obligations payable to sellers in connection with acquisitions by, orissued to the other joint venture parties in connection with any joint ventures of, the Issuer or any RestrictedSubsidiary; provided that the aggregate principal amount Incurred pursuant to this clause (t) in any calendar yeardoes not exceed £5.0 million;

(u) Indebtedness or Disqualified Stock of the Issuer or any Restricted Subsidiary of the Issuer and Preferred Stock ofany Restricted Subsidiary of the Issuer not otherwise permitted hereunder in an aggregate principal amount orliquidation preference, which when aggregated with the principal amount or liquidation preference of all otherIndebtedness, Disqualified Stock and Preferred Stock then outstanding and Incurred pursuant to this clause (u),does not exceed £50.0 million at the time of Incurrence (it being understood that any Indebtedness Incurred underthis clause (u) shall cease to be deemed Incurred or outstanding for purposes of this clause (u) but shall be

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deemed Incurred for purposes of the first paragraph of this covenant from and after the first date on which theIssuer, or the Restricted Subsidiary, as the case may be, could have Incurred such Indebtedness under the firstparagraph of this covenant without reliance upon this clause (u));

(v) Indebtedness or Disqualified Stock of the Issuer or any Restricted Subsidiary of the Issuer and Preferred Stock ofany Restricted Subsidiary of the Issuer not otherwise permitted hereunder in an aggregate principal amount orliquidation preference not exceeding at any one time outstanding 200.0% of the net cash proceeds received by theIssuer and the Restricted Subsidiaries since immediately after the Acquisition Date from the issue or sale ofEquity Interests or Subordinated Shareholder Funding of the Issuer or any direct or indirect parent entity of theIssuer (which proceeds are contributed to the Issuer or a Restricted Subsidiary) or cash contributed to the capitalof the Issuer (in each case other than proceeds of Disqualified Stock or sales of Equity Interests to, orcontributions received from, the Issuer or any of its Subsidiaries and other than in connection with theTransactions) as determined in accordance with clauses (2) and (3) of the definition of “Cumulative Credit” tothe extent such net cash proceeds or cash have not been applied pursuant to such clauses to make RestrictedPayments or to make other Investments, payments or exchanges pursuant to the second paragraph of“Description of the Senior Notes—Certain Covenants—Limitation on Restricted Payments” or to makePermitted Investments (other than Permitted Investments specified in clauses (1) and (3) of the definitionthereof);

(w) Indebtedness arising as a result of implementing composite accounting or other cash pooling arrangementsinvolving solely the Issuer and the Restricted Subsidiaries or solely among Restricted Subsidiaries and enteredinto in the ordinary course of business; and

(x) Indebtedness consisting of Indebtedness issued by the Issuer or a Restricted Subsidiary of the Issuer to current orformer officers, directors and employees thereof or any direct or indirect parent thereof, their respective estates,spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of the Issuer orany of its direct or indirect parent companies to the extent described in clause (4) of the second paragraph of thecovenant described under “Description of the Senior Notes—Certain Covenants—Limitation on RestrictedPayments.”

For purposes of determining compliance with this covenant:(1) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the

criteria of more than one of the categories of permitted Indebtedness described in clauses (a) through (x) above oris entitled to be Incurred pursuant to the first paragraph of this covenant, the Issuer shall, in its sole discretion,classify or reclassify, or later divide, classify or reclassify, such item of Indebtedness, Disqualified Stock orPreferred Stock (or any portion thereof) in any manner that complies with this covenant provided that allIndebtedness under the Revolving Credit Facility outstanding on the Acquisition Date shall be deemed to havebeen Incurred pursuant to clause (a)(i) and the Issuer shall not be permitted to reclassify all or any portion of suchIndebtedness under the Revolving Credit Facility outstanding on the Acquisition Date; and

(2) the Issuer will be entitled to divide and classify an item of Indebtedness in more than one of the types ofIndebtedness described in the first and second paragraphs above, and in that connection shall be entitled to treat aportion of such Indebtedness as having been Incurred under the first paragraph above and thereafter theremainder of such Indebtedness having been Incurred under the second paragraph above.

Accrual of interest, the accretion of accreted value, the payment of interest or dividends in the form of additionalIndebtedness (including any PIK Payment on the Senior Secured Toggle Notes (as each such term is defined in the ListingParticulars under the caption “Description of the Senior Secured Notes”)), Disqualified Stock or Preferred Stock, asapplicable, accretion of original issue discount or liquidation preference and increases in the amount of Indebtednessoutstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed to be an Incurrence ofIndebtedness, Disqualified Stock or Preferred Stock for purposes of this covenant. Guarantees of, or obligations in respect ofletters of credit relating to, Indebtedness that is otherwise included in the determination of a particular amount ofIndebtedness shall not be included in the determination of such amount of Indebtedness; provided that the Incurrence of theIndebtedness represented by such guarantee or letter of credit, as the case may be, was in compliance with this covenant.

For purposes of determining compliance with this covenant, the Sterling Equivalent of the principal amount ofIndebtedness denominated in another currency shall be calculated based on the relevant currency exchange rate in effect onthe date such Indebtedness was Incurred, in the case of term Indebtedness, or first drawn, in the case of Indebtedness Incurredunder a revolving credit facility; provided that (a) if such Indebtedness is Incurred to refinance other Indebtednessdenominated in a currency other than pounds sterling, and such refinancing would cause the applicable pounds sterling-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of suchrefinancing, such pounds sterling-denominated restriction shall be deemed not to have been exceeded so long as the principalamount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced; (b) the

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Sterling Equivalent of the principal amount of any such Indebtedness outstanding on the Acquisition Date shall be calculatedbased on the relevant currency exchange rate in effect on the Acquisition Date; and (c) if any such Indebtedness is subject toa Currency Agreement with respect to the currency in which such Indebtedness is denominated covering principal, premium,if any, and interest on such Indebtedness, the amount of such Indebtedness and such interest and premium, if any, shall bedetermined after giving effect to all payments in respect thereof under such Currency Agreements.

Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that the Issuer and itsRestricted Subsidiaries may Incur pursuant to this covenant shall not be deemed to be exceeded, with respect to anyoutstanding Indebtedness, solely as a result of fluctuations in the exchange rate of currencies. The principal amount of anyIndebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness beingrefinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such RefinancingIndebtedness is denominated that is in effect on the date of such refinancing.

Limitation on Restricted Payments. The Senior Indenture will provide that the Issuer will not, and will not permit anyof its Restricted Subsidiaries to, directly or indirectly:

(1) declare or pay any dividend or make any distribution on account of the Issuer’s or any of its RestrictedSubsidiaries’ Equity Interests or pay any amounts in respect of Subordinated Shareholder Funding, including anypayment made in connection with any merger, amalgamation or consolidation involving the Issuer (other than(A) dividends or distributions by the Issuer payable solely in Equity Interests (other than Disqualified Stock) ofthe Issuer or in Subordinated Shareholder Funding of the Issuer; (B) dividends or distributions payable to theIssuer or a Restricted Subsidiary or (C) in the case of any dividend or distribution payable on or in respect of anyclass or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary,such dividends or distributions paid to minority shareholders, provided that the Issuer or a Restricted Subsidiaryreceives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in suchclass or series of securities (except to the extent non pro rata payments of such dividends or distributions arerequired by law or under the terms of any agreement in effect on the Acquisition Date));

(2) purchase or otherwise acquire or retire for value any Equity Interests of the Issuer or any direct or indirect parentof the Issuer;

(3) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in eachcase prior to any scheduled repayment or scheduled maturity, any Subordinated Shareholder Funding or anySubordinated Indebtedness of the Issuer or any of its Restricted Subsidiaries (other than the payment,redemption, repurchase, defeasance, acquisition or retirement of (A) Subordinated Indebtedness in anticipation ofsatisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year ofthe date of such payment, redemption, repurchase, defeasance, acquisition or retirement and (B) anySubordinated Indebtedness between the Issuer and the Restricted Subsidiaries or between any of the RestrictedSubsidiaries); or

(4) make any Restricted Investment,(all such payments and other actions set forth in clauses (1) through (4) above being collectively referred to as “RestrictedPayments”), unless, at the time of such Restricted Payment:

(a) no Default shall have occurred and be continuing or would occur as a consequence thereof;(b) immediately after giving effect to such transaction on a pro forma basis, the Issuer could Incur £1.00 of

additional Indebtedness under the provisions of the first paragraph of the covenant described under “Descriptionof the Senior Notes—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of DisqualifiedStock and Preferred Stock;” and

(c) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuerand its Restricted Subsidiaries after the Issue Date (and not returned or rescinded) (including RestrictedPayments permitted by clauses (1), (4) (only to the extent of one-half of the amounts paid pursuant to suchclause), (6) and (8) of the next succeeding paragraph, but excluding all other Restricted Payments permitted bythe next succeeding paragraph), is less than the amount equal to the Cumulative Credit.

“Cumulative Credit” means the sum of (without duplication):(1) 50% of the Consolidated Net Profit of the Issuer for the period (taken as one accounting period, the “Reference

Period”) from the beginning of the fiscal quarter during which the Acquisition Date occurs to the end of theIssuer’s most recently ended fiscal quarter for which internal financial statements are available at the time ofsuch Restricted Payment (or, in the case such Consolidated Net Profit for such period is a deficit, minus 100% ofsuch deficit), provided that, to the extent that, on the date of determination, the Consolidated Leverage Ratio ofthe Issuer on a pro forma basis as if the Restricted Payment had been made and any Indebtedness Incurred in

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connection therewith had been Incurred on such date would have been less than 2.5 to 1.0 and the ConsolidatedNet Profit of the Issuer is positive, then 75% of the Consolidated Net Profit of the Issuer for the aforementionedperiod shall be included pursuant to this clause (1); plus

(2) 100% of the aggregate net proceeds, including cash and the Fair Market Value of property other than cashreceived by the Issuer after the Acquisition Date (other than net proceeds to the extent such net proceeds havebeen used to Incur Indebtedness, Disqualified Stock, or Preferred Stock pursuant to clause (v) of the secondparagraph of the covenant described under “Description of the Senior Notes—Certain Covenants—Limitation onIncurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”) from the issue or sale ofEquity Interests of the Issuer or Subordinated Shareholder Funding to the Issuer (excluding Refunding CapitalStock (as defined below), Designated Preferred Stock, Excluded Contributions, and Disqualified Stock and otherthan in connection with the Transactions), including Equity Interests issued upon exercise of warrants or options(other than an issuance or sale to a Restricted Subsidiary of the Issuer); plus

(3) 100% of the aggregate amount of contributions to the capital of the Issuer received in cash and the Fair MarketValue of property other than cash after the Acquisition Date (other than Excluded Contributions, RefundingCapital Stock, Designated Preferred Stock, and Disqualified Stock and other than contributions (x) to the extentsuch contributions have been used to Incur Indebtedness, Disqualified Stock, or Preferred Stock pursuant toclause (v) of the second paragraph of the covenant described under “Description of the Senior Notes—CertainCovenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”or (y) made in connection with the Transactions); plus

(4) the principal amount of any Indebtedness, or the liquidation preference or maximum fixed repurchase price, asthe case may be, of any Disqualified Stock of the Issuer or any Restricted Subsidiary thereof issued after theAcquisition Date (other than Indebtedness or Disqualified Stock issued to a Restricted Subsidiary) which hasbeen converted into or exchanged for Equity Interests in or Subordinated Shareholder Funding of the Issuer(other than Disqualified Stock) or any direct or indirect parent of the Issuer (provided in the case of any parent,such Indebtedness or Disqualified Stock is retired or extinguished); plus

(5) 100% of the aggregate amount received by the Issuer or any Restricted Subsidiary in cash and the Fair MarketValue of property other than cash received by the Issuer or any Restricted Subsidiary from:

(A) the sale or other disposition (other than to the Issuer or a Restricted Subsidiary of the Issuer and otherthan in connection with the Transactions) of Restricted Investments made by the Issuer and its RestrictedSubsidiaries and from repurchases and redemptions of such Restricted Investments from the Issuer and itsRestricted Subsidiaries by any Person (other than the Issuer or any of its Restricted Subsidiaries) andfrom repayments of loans or advances and releases of guarantees, which constituted RestrictedInvestments (other than in each case to the extent that the Restricted Investment was made pursuant toclause (7) or (10) of the succeeding paragraph),

(B) the sale (other than to the Issuer or a Restricted Subsidiary of the Issuer) of the Capital Stock of anUnrestricted Subsidiary, or

(C) a distribution or dividend from an Unrestricted Subsidiary; plus(6) in the event any Unrestricted Subsidiary of the Issuer has been redesignated as a Restricted Subsidiary or has

been merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into,the Issuer or a Restricted Subsidiary, the Fair Market Value (and, if such Fair Market Value exceeds£10.0 million, such Fair Market Value shall be set forth in a written resolution of a majority of the Board ofDirectors of the Issuer) of the Investment of the Issuer in such Unrestricted Subsidiary at the time of suchredesignation, combination or transfer (or of the assets transferred or conveyed, as applicable), after taking intoaccount any Indebtedness associated with the Unrestricted Subsidiary so designated or combined or anyIndebtedness associated with the assets so transferred or conveyed (other than in each case to the extent that thedesignation of such Subsidiary as an Unrestricted Subsidiary was made pursuant to clause (7) or (10) of the nextsucceeding paragraph or constituted a Permitted Investment).

The foregoing provisions will not prohibit:(1) the payment of any dividend or distribution within 60 days after the date of declaration thereof, if at the date of

declaration such payment would have complied with the provisions of the Senior Indenture;(2) (a) the redemption, repurchase, retirement or other acquisition of any Equity Interests (“Retired Capital

Stock”) or Subordinated Indebtedness or Subordinated Shareholder Funding of the Issuer, any direct orindirect parent of the Issuer or any Senior Note Guarantor in exchange for, or out of the proceeds of, thesubstantially concurrent sale of, Equity Interests or Subordinated Shareholder Funding of the Issuer orany direct or indirect parent of the Issuer or contributions to the equity capital of the Issuer (other than

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any Disqualified Stock or any Equity Interests sold to a Subsidiary of the Issuer) (collectively, includingany such contributions, “Refunding Capital Stock”), and

(b) the declaration and payment of dividends on the Retired Capital Stock out of the proceeds of thesubstantially concurrent sale (other than to a Subsidiary of the Issuer) of Refunding Capital Stock;

(3) the redemption, repurchase, defeasance or other acquisition or retirement of Subordinated Indebtedness of theIssuer or any Senior Note Guarantor made by exchange for, or out of the proceeds of the substantially concurrentsale of, new Indebtedness of the Issuer or a Senior Note Guarantor which is Incurred in accordance with thecovenant described under “Description of the Senior Notes—Certain Covenants—Limitation on Incurrence ofIndebtedness and Issuance of Disqualified Stock and Preferred Stock” so long as:

(a) the principal amount (or accreted value, if applicable) of such new Indebtedness does not exceed theprincipal amount (or accreted value, if applicable), plus any accrued and unpaid interest, of theSubordinated Indebtedness being so redeemed, repurchased, defeased, acquired or retired for value (plusthe amount of any premium required to be paid under the terms of the instrument governing theSubordinated Indebtedness being so redeemed, repurchased, acquired or retired, any tender premiums,and any defeasance costs, fees and expenses Incurred in connection therewith);

(b) such Indebtedness is subordinated to the Senior Notes or the related Senior Note Guarantee, as the casemay be, at least to the same extent as such Subordinated Indebtedness so purchased, exchanged,redeemed, repurchased, defeased, acquired or retired for value;

(c) such Indebtedness has a final scheduled maturity date equal to or later than the earlier of (x) the finalscheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, defeased,acquired or retired or (y) 91 days following the maturity date of the Senior Notes; and

(d) such Indebtedness has a Weighted Average Life to Maturity at the time Incurred that is not less than theshorter of (x) the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness beingso redeemed, repurchased, defeased, acquired or retired and (y) the Weighted Average Life to Maturitythat would result if all payments of principal on the Subordinated Indebtedness being redeemed,repurchased, defeased, acquired or retired that were due on or after the date one year following the lastmaturity date of any Senior Notes then outstanding were instead due on such date one year following thelast date of maturity of the Senior Notes (provided that in the case of this subclause (d)(y), suchIndebtedness does not provide for any scheduled principal payments prior to the maturity date of theSenior Notes in excess of, or prior to, the scheduled principal payments due prior to such maturity for theIndebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced or defeased);

(4) a Restricted Payment to pay for the purchase, repurchase, retirement, defeasance, redemption or other acquisitionfor value of Equity Interests of the Issuer or any direct or indirect parent of the Issuer held by any future, presentor former employee, director or consultant of the Issuer or any direct or indirect parent of the Issuer or anySubsidiary of the Issuer pursuant to any management equity plan or stock option plan or any other managementor employee benefit plan or other agreement or arrangement; provided, however, that the aggregate RestrictedPayments made under this clause (4) do not exceed £5.0 million in any calendar year (with unused amounts inany calendar year being permitted to be carried over for the two succeeding calendar years subject to a maximumpayment (without giving effect to the following proviso) of £10.0 million in any calendar year); provided,further, however, that such amount in any calendar year may be increased by an amount not to exceed:

(a) the cash proceeds received by the Issuer or any of its Restricted Subsidiaries from the sale of EquityInterests (other than Disqualified Stock) of the Issuer or any direct or indirect parent of the Issuer (to theextent contributed to the Issuer) to members of management, directors or consultants of the Issuer and itsRestricted Subsidiaries or any direct or indirect parent of the Issuer that occurs after the Acquisition Date(provided that the amount of such cash proceeds utilized for any such repurchase, retirement, otheracquisition or dividend will not increase the amount available for Restricted Payments under clause (2) ofthe first paragraph under “Description of the Senior Notes—Certain Covenants—Limitation on RestrictedPayments”); plus

(b) the cash proceeds of key man life insurance policies received by the Issuer or any direct or indirect parentof the Issuer (to the extent contributed to the Issuer) or the Issuer’s Restricted Subsidiaries after theAcquisition Date;

provided that the Issuer may elect to apply all or any portion of the aggregate increase contemplated by clauses(a) and (b) above in any calendar year;

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(5) the declaration and payment of dividends or distributions to holders of any class or series of Disqualified Stockof the Issuer or any of its Restricted Subsidiaries issued or Incurred in accordance with the covenant describedunder “Description of the Senior Notes—Certain Covenants—Limitation on Incurrence of Indebtedness andIssuance of Disqualified Stock and Preferred Stock;”

(6) (a) the declaration and payment of dividends or distributions to holders of any class or series of DesignatedPreferred Stock (other than Disqualified Stock) issued after the Acquisition Date, (b) a Restricted Payment to anydirect or indirect parent of the Issuer, the proceeds of which will be used to fund the payment of dividends toholders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of any direct orindirect parent of the Issuer issued after the Acquisition Date and (c) the declaration and payment of dividends onRefunding Capital Stock that is Preferred Stock in excess of the dividends declarable and payable thereonpursuant to clause (2) of this paragraph; provided, however, that, (x) for the most recently ended four full fiscalquarters for which internal financial statements are available immediately preceding the date of issuance of suchDesignated Preferred Stock or the declaration of such dividends on Refunding Capital Stock that is PreferredStock, after giving effect to such issuance (and the payment of dividends or distributions) on a pro forma basis,the Issuer would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00 and (y) the aggregate amountof dividends declared and paid pursuant to (a) and (b) of this clause (6) does not exceed the net cash proceedsactually received by the Issuer from any such sale or issuance of Designated Preferred Stock (other thanDisqualified Stock) issued after the Acquisition Date or contributed to Subordinated Shareholder Funding to theIssuer after the Acquisition Date;

(7) Investments in Unrestricted Subsidiaries having an aggregate Fair Market Value, taken together with all otherInvestments made pursuant to this clause (7) that are at that time outstanding, not to exceed £25.0 million at thetime of such Investment (with the Fair Market Value of each Investment being measured at the time made andwithout giving effect to subsequent changes in value);

(8) the payment of dividends on the Issuer’s ordinary shares (or a Restricted Payment to any direct or indirect parentof the Issuer to fund the payment by such direct or indirect parent of the Issuer of dividends on such entity’sordinary shares) of up to 6% per annum of the net proceeds received by the Issuer from any public offering ofordinary shares of the Issuer or any direct or indirect parent of the Issuer;

(9) Restricted Payments that are made with Excluded Contributions;(10) other Restricted Payments in an aggregate amount not to exceed £35.0 million at the time made;(11) the distribution, as a dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Issuer or a

Restricted Subsidiary of the Issuer by, Unrestricted Subsidiaries;(12) the payment of dividends or other distributions to any direct or indirect parent of the Issuer in amounts required

for such parent to pay federal, state or local income taxes (as the case may be) imposed directly on such parent tothe extent such income taxes are attributable to the income of the Issuer and its Restricted Subsidiaries(including, without limitation, by virtue of such parent being the common parent of a consolidated or combinedtax group of which the Issuer and/or its Restricted Subsidiaries are members);

(13) the payment of dividends, other distributions or other amounts or the making of loans or advances or any otherRestricted Payment, if applicable:

(a) in amounts required for any direct or indirect parent of the Issuer, if applicable, to pay fees and expenses(including franchise or similar taxes) required to maintain its corporate existence, customary salary,bonus and other benefits payable to, and indemnities provided on behalf of, officers and employees ofany direct or indirect parent of the Issuer, if applicable, and general corporate operating and overheadexpenses of any direct or indirect parent of the Issuer, if applicable, in each case to the extent such feesand expenses are attributable to the ownership or operation of the Issuer, if applicable, and itsSubsidiaries (provided, that for so long as such direct or indirect parent owns no assets other than theEquity Interests in the Issuer or another direct or indirect parent of the Issuer, such fees and expensesshall be deemed for purposes of this clause (13)(a) to be so attributable to such ownership or operation);

(b) in amounts required for any direct or indirect parent of the Issuer, if applicable, to pay interest and/orprincipal on Indebtedness the proceeds of which have been contributed to the Issuer or any of itsRestricted Subsidiaries and that has been guaranteed by, or is otherwise considered Indebtedness of, theIssuer Incurred in accordance with the covenant described under “Description of the Senior Notes—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock andPreferred Stock;” and

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(c) in amounts required for any direct or indirect parent of the Issuer to pay fees and expenses, other than toAffiliates of the Issuer, related to any unsuccessful equity or debt offering of such parent.

(14) Restricted Payments used to fund the Transactions and the payment of fees and expenses incurred in connectionwith the Transactions (including as a result of the cancellation or vesting of outstanding options and other equity-based awards in connection therewith) as described in these Listing Particulars (including payments madepursuant to the Acquisition Documents, whether payable on the Issue Date or thereafter (including theAcquisition Date)) or owed by the Issuer or any direct or indirect parent of the Issuer, as the case may be, or anyRestricted Subsidiary of the Issuer to Affiliates for services rendered or goods sold, in each case to the extentpermitted by the covenant described under “—Transactions with Affiliates;”

(15) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such EquityInterests represent a portion of the exercise price of such options or warrants;

(16) purchases of receivables pursuant to a Receivables Repurchase Obligation in connection with a QualifiedReceivables Financing and the payment or distribution of Receivables Fees;

(17) payments of cash, or dividends, distributions, advances or other Restricted Payments by the Issuer or anyRestricted Subsidiary to allow the payment of cash in lieu of the issuance of fractional shares upon the exerciseof options or warrants or upon the conversion or exchange of Capital Stock of any such Person;

(18) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtednesspursuant to the provisions similar to those described under the captions “Description of the Senior Notes—Change of Control” and “Description of the Senior Notes—Certain Covenants—Asset Sales”, provided that allSenior Notes tendered by holders of the Senior Notes in connection with a Change of Control or Asset SaleOffer, as applicable, have been repurchased, redeemed or acquired for value in accordance with the terms of theSenior Indenture; and

(19) payments or distributions to dissenting stockholders pursuant to applicable law or in connection with aconsolidation, amalgamation, merger or transfer of all or substantially all of the assets of the Issuer and itsRestricted Subsidiaries, taken as a whole, that complies with the covenant described under “Description of theSenior Notes—Merger, Amalgamation, Consolidation or Sale of All or Substantially All Assets;” provided thatas a result of such consolidation, amalgamation, merger or transfer of assets, the Issuer shall have made a Changeof Control Offer (if required by the Senior Indenture) and that all Senior Notes tendered by holders in connectionwith such Change of Control Offer have been repurchased, redeemed or acquired for value;

provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (10) and(11), no Default shall have occurred and be continuing or would occur as a consequence thereof.

As of the Issue Date and the Acquisition Date, all of the Issuer’s Subsidiaries will be Restricted Subsidiaries. TheIssuer will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the definition of“Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, alloutstanding Investments by the Issuer and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary sodesignated will be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of thedefinition of “Investments.” Such designation will only be permitted if a Restricted Payment in such amount would bepermitted at such time and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Senior Indenture will provide that the Issuer willnot, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to existor become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:

(a) (i) pay dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries (1) on itsCapital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) payany Indebtedness owed to the Issuer or any of its Restricted Subsidiaries;

(b) make loans or advances to the Issuer or any of its Restricted Subsidiaries; or(c) sell, lease or transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries;except in each case for such encumbrances or restrictions existing under or by reason of:(1) contractual encumbrances or restrictions in effect on the Acquisition Date, including pursuant to the Revolving

Credit Facility;(2) (i) the Senior Indenture, the Senior Notes (and guarantees thereof), the Security Documents, the Intercreditor

Agreement, any Currency Agreement and any Additional Intercreditor Agreements and (ii) the indenturegoverning the Senior Secured Notes and the Senior Secured Notes (and guarantees thereof);

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(3) applicable law or any applicable rule, regulation or order;(4) any agreement or other instrument of a Person acquired by the Issuer or any Restricted Subsidiary which was in

existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portionof the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is notapplicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, orthe property or assets of the Person and its Subsidiaries, so acquired;

(5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiaryimposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of suchRestricted Subsidiary pending the closing of such sale or disposition;

(6) any Restricted Investment not prohibited by the covenant described under “Description of the Senior Notes—Certain Covenants—Limitation on Restricted Payments” and any Permitted Investment; or

(7) restrictions on cash or other deposits or net worth imposed by regulatory authorities (including with respect to taxobligations and value added taxes), in connection with deductions made for tax, pension, national insurance andother similar purposes or for the benefit of customers under contracts entered into in the ordinary course ofbusiness, including without limitation (a) any restrictions in respect of client moneys and deposits held by theIssuer and any of its Restricted Subsidiaries in the ordinary course of business and other deposits held pursuant toregulatory requirements (b) any restrictions on insurance premiums collected by the Issuer and any of itsRestricted Subsidiaries in the ordinary course of business;

(8) customary provisions in joint venture agreements, similar agreements relating solely to such joint venture andother similar agreements entered into in the ordinary course of business;

(9) Capitalized Lease Obligations and purchase money obligations for property acquired in the ordinary course ofbusiness;

(10) customary provisions contained in operating leases, licenses and other similar agreements entered into in theordinary course of business;

(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified ReceivablesFinancing; provided, however, that such restrictions apply only to such Receivables Subsidiary;

(12) any encumbrance or restriction arising pursuant to an agreement or instrument relating to any Indebtednesspermitted to be Incurred subsequent to the Issue Date by the covenant described under “Description of the SeniorNotes—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock andPreferred Stock” (i) if the encumbrances and restrictions contained in any such agreement or instrument taken asa whole are not materially less favorable to the holders of the Senior Notes than the encumbrances andrestrictions contained in the Revolving Credit Facility as of the Acquisition Date (as determined in good faith bythe Issuer) or (ii) if such encumbrance or restriction is not materially more disadvantageous to the holders of theSenior Notes than is customary in comparable financings (as determined in good faith by the Issuer) and either(x) the Issuer determines that such encumbrance or restriction will not materially affect the Issuer’s ability tomake principal or interest payments on the Senior Notes as and when they come due or (y) such encumbrance orrestriction applies only if a default occurs in respect of a payment or financial covenant relating to suchIndebtedness;

(13) any encumbrances or restrictions of the type referred to in clause (c) above existing by reason of any Lienpermitted under the covenant described under “Description of the Senior Notes—Certain Covenants—Liens”;and

(14) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by anyamendments, modifications, restatements, renewals, increases, supplements, refundings, replacements orrefinancings of the contracts, instruments or obligations referred to in clauses (1) through (13) above; providedthat such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacementsor refinancings are, in the good faith judgment of the Issuer, no more restrictive with respect to such dividendand other payment restrictions than those contained in the dividend or other payment restrictions prior to suchamendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

For purposes of determining compliance with this covenant, (1) the priority of any Preferred Stock in receivingdividends or liquidating distributions prior to dividends or liquidating distributions being paid on ordinary shares shall not bedeemed a restriction on the ability to make distributions on Capital Stock and (2) the subordination of loans or advancesmade to the Issuer or a Restricted Subsidiary of the Issuer to other Indebtedness Incurred by the Issuer or any such RestrictedSubsidiary shall not be deemed a restriction on the ability to make loans or advances.

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Asset Sales. The Senior Indenture will provide that the Issuer will not, and will not permit any of its RestrictedSubsidiaries to, cause or make an Asset Sale, unless (x) the Issuer or any of its Restricted Subsidiaries, as the case may be,receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets sold or otherwisedisposed of, and (y) at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary, as thecase may be, is in the form of Cash Equivalents; provided that the amount of:

(a) any liabilities (as shown on the Issuer’s or such Restricted Subsidiary’s most recent balance sheet or in the notesthereto) of the Issuer or any Restricted Subsidiary of the Issuer (other than liabilities that are by their termssubordinated to the Senior Notes or any Senior Note Guarantee) that are assumed by the transferee of any suchassets,

(b) any notes or other obligations or other securities or assets received by the Issuer or such Restricted Subsidiary ofthe Issuer from such transferee that are converted by the Issuer or such Restricted Subsidiary of the Issuer intocash within 180 days of the receipt thereof (to the extent of the cash received), and

(c) any Designated Non-cash Consideration received by the Issuer or any of its Restricted Subsidiaries in such AssetSale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Considerationreceived pursuant to this clause (c) that is at that time outstanding, not to exceed £20.0 million at the time of thereceipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes invalue),

shall be deemed to be Cash Equivalents for the purposes of this provision.Within 15 months after the Issuer’s or any Restricted Subsidiary of the Issuer’s receipt of the Net Proceeds of any

Asset Sale, the Issuer or such Restricted Subsidiary of the Issuer may apply 100% of the Net Proceeds from such Asset Sale,at its option:

(1) to repay (a) Indebtedness constituting First Priority Lien Obligations (and, if the Indebtedness repaid is under theRevolving Credit Facility, to correspondingly reduce commitments with respect thereto), (b) Indebtedness of aRestricted Subsidiary that is not a Senior Note Guarantor, (c) Obligations under the Senior Notes or (d) PariPassu Indebtedness (provided that if the Issuer or any Senior Note Guarantor shall so reduce Obligations underPari Passu Indebtedness, the Issuer will equally and ratably reduce Obligations under the Senior Notes throughopen-market purchases (provided that such purchases are at or above 100% of the principal amount thereof) orby making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all holders topurchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, ifany, the pro rata principal amount of Senior Notes), in each case other than Indebtedness owed to the Issuer or anAffiliate of the Issuer;

(2) to make an investment in any one or more businesses (provided that if such investment is in the form of theacquisition of Capital Stock of a Person, such acquisition results in such Person becoming a RestrictedSubsidiary of the Issuer), assets, or property or capital expenditures (including refurbishments), in each case usedor useful in a Similar Business; or

(3) to make an investment in any one or more businesses (provided that if such investment is in the form of theacquisition of Capital Stock of a Person, such acquisition results in such Person becoming a RestrictedSubsidiary of the Issuer), properties or assets that replace the properties and assets that are the subject of suchAsset Sale.

In the case of clauses (2) and (3) above, a binding commitment shall be treated as a permitted application of the NetProceeds from the date of such commitment; provided that in the event such binding commitment is later canceled orterminated for any reason before such Net Proceeds are so applied, the Issuer or such Restricted Subsidiary enters intoanother binding commitment (a “Second Commitment”) within nine months of such cancellation or termination of the priorbinding commitment; provided, further that the Issuer or such Restricted Subsidiary may only enter into a SecondCommitment under the foregoing provision one time with respect to each Asset Sale.

Pending the final application of any such Net Proceeds, the Issuer or such Restricted Subsidiary of the Issuer maytemporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Proceeds in anymanner not prohibited by the Senior Indenture. Any Net Proceeds from any Asset Sale that are not applied as provided andwithin the time period set forth in the immediately preceding paragraph (it being understood that any portion of such NetProceeds used to make an offer to purchase Senior Notes, as described in clause (1) above, shall be deemed to have beeninvested whether or not such offer is accepted) will be deemed to constitute “Excess Proceeds.” When the aggregate amountof Excess Proceeds exceeds £15.0 million, the Issuer shall make an offer to all holders of Senior Notes (and, at the option ofthe Issuer, to holders of any Pari Passu Indebtedness) (an “Asset Sale Offer”) to purchase the maximum principal amount ofSenior Notes (and such Pari Passu Indebtedness), that is at least £50,000 and an integral multiple of £1,000 that may be

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purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof(or, in the event such Pari Passu Indebtedness was issued with significant original issue discount, 100% of the accreted valuethereof), plus accrued and unpaid interest, if any (or, in respect of such Pari Passu Indebtedness, such lesser price, if any, asmay be provided for by the terms of such Pari Passu Indebtedness), to the date fixed for the closing of such offer, inaccordance with the procedures set forth in the Senior Indenture. The Issuer will commence an Asset Sale Offer with respectto Excess Proceeds within ten (10) Business Days after the date that Excess Proceeds exceed £15.0 million by mailing (orotherwise delivering in accordance with applicable Euroclear and Clearstream procedures) the notice required pursuant to theterms of the Senior Indenture, with a copy to the Trustee. To the extent that the aggregate amount of Senior Notes (and suchPari Passu Indebtedness) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use anyremaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Senior Notes (and such PariPassu Indebtedness) surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select theSenior Notes to be purchased in the manner described below. Upon completion of any such Asset Sale Offer, the amount ofExcess Proceeds shall be reset at zero.

The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws andregulations to the extent such laws or regulations are applicable in connection with the repurchase of the Senior Notespursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with theprovisions of the Senior Indenture, the Issuer will comply with the applicable securities laws and regulations and shall not bedeemed to have breached its obligations described in the Senior Indenture by virtue thereof.

If more Senior Notes (and such Pari Passu Indebtedness) are tendered pursuant to an Asset Sale Offer than the Issuer isrequired to purchase, selection of such Senior Notes for purchase will be made by the Trustee in compliance with therequirements of the Irish Stock Exchange or any other principal national securities exchange, if any, on which the SeniorNotes are then admitted to trading, and in compliance with the requirements of Euroclear or Clearstream, as applicable, or, ifthe Senior Notes are not so admitted to trading or such exchange prescribes no method of selection and the Senior Notes arenot held through Euroclear or Clearstream, as applicable, or Euroclear or Clearstream, as applicable, prescribes no method ofselection, on a pro rata basis, to the extent practicable; provided that no Senior Notes of £50,000 or less shall be purchased inpart. Selection of such Pari Passu Indebtedness will be made pursuant to the terms of such Pari Passu Indebtedness.

An Asset Sale Offer insofar as it relates to the Senior Notes, will remain open for a period of not less than 20 BusinessDays following its commencement (the “Asset Sale Offer Period”). No later than five Business Days after the termination ofthe Asset Sale Offer Period the Issuer will purchase the principal amount of the Senior Notes (and purchase or repay anyrelevant Pari Passu Indebtedness required to be so purchased or repaid as set out above) validly tendered.

To the extent that any portion of the Net Proceeds payable in respect of the Senior Notes is denominated in a currencyother than the currency in which the relevant Senior Notes are denominated, the amount payable in respect of such SeniorNotes shall not exceed the net amount of funds in the currency in which such Senior Notes are denominated as is actuallyreceived by the Issuer upon converting the relevant portion of the Net Proceeds into such currency.

Notices of an Asset Sale Offer shall be mailed by first-class mail, postage prepaid (or otherwise delivered inaccordance with applicable Euroclear and Clearstream procedures) at least 30 but not more than 60 days before the purchasedate to each holder of Senior Notes at such holder’s registered address. If any Senior Note is to be purchased in part only, anynotice of purchase that relates to such Senior Note shall state the portion of the principal amount thereof that has been or is tobe purchased.

The provisions under the Senior Indenture relating to the Issuer’s obligation to make an Asset Sale Offer may bewaived or modified with the consent of a majority in principal amount of the Senior Notes.

In the event that an Asset Sale occurs at a time when the Issuer is prohibited from purchasing Senior Notes, the Issuercould seek the consent of its lenders to purchase the Senior Notes or could attempt to refinance the borrowings that containsuch prohibition. If the Issuer does not obtain such a consent or repay such borrowings, the Issuer will remain prohibitedfrom purchasing Senior Notes. In such case, the Issuer’s failure to purchase tendered Senior Notes would constitute an Eventof Default under the Senior Indenture that is likely, in turn, to constitute a default under the Issuer’s other Indebtedness.

Transactions with Affiliates. The Senior Indenture will provide that the Issuer will not, and will not permit any of itsRestricted Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any ofits properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction or series oftransactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of theIssuer (each of the foregoing, an “Affiliate Transaction”) involving aggregate consideration in excess of £5.0 million, unless:

(a) such Affiliate Transaction is on terms that are not materially less favorable to the Issuer or the relevant RestrictedSubsidiary than those that could have been obtained in a comparable transaction by the Issuer or such RestrictedSubsidiary with an unrelated Person; and

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(b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregateconsideration in excess of £12.0 million, the Issuer delivers to the Trustee a resolution adopted in good faith bythe majority of the Board of Directors of the Issuer, approving such Affiliate Transaction and set forth in anOfficers’ Certificate certifying that such Affiliate Transaction complies with clause (a) above.

The foregoing provisions will not apply to the following:(1) transactions between or among the Issuer and/or any of its Restricted Subsidiaries (or an entity that becomes a

Restricted Subsidiary as a result of such transaction) and/or between or among Restricted Subsidiaries or anyReceivables Subsidiary and any merger, consolidation or amalgamation of the Issuer and any direct parent of theIssuer; provided that such parent shall have no material liabilities and no material assets other than cash, CashEquivalents and the Capital Stock of the Issuer and such merger, consolidation or amalgamation is otherwise incompliance with the terms of the Senior Indenture and effected for a bona fide business purpose;

(2) Restricted Payments permitted by the provisions of the Senior Indenture described above under the covenant“Description of the Senior Notes—Certain Covenants—Limitation on Restricted Payments” and PermittedInvestments;

(3) (x) the entering into of any agreement (and any amendment or modification of any such agreement) to pay, andthe payment of, annual management, consulting, monitoring and advisory fees to the Sponsors (A) in anaggregate amount in any fiscal year not to exceed the sum of (1) the greater of £2.0 million and 1.5% of EBITDAof the Issuer and its Restricted Subsidiaries for the immediately preceding fiscal year, plus out-of-pocket expensereimbursement, plus (2) any deferred fees (to the extent that such fees were within such amount in clause (A)(1)above originally), plus (B) 0.3% of the value of transactions with respect to which the Sponsors provide anytransaction, advisory or other services to the Issuer and its Subsidiaries, plus (C) a transaction fee of not morethan £3.1 million to be paid to the Sponsors in connection with the Transactions on or after the Acquisition Date;provided, however, that any payment not made in any fiscal year may be carried forward and paid in thefollowing two fiscal years and (y) the payment of the present value of all amounts payable pursuant to anyagreement described in clause 3(x) in connection with the termination of such agreement, each as described inthe Listing Particulars under the caption “Certain Relationships and Related Party Transactions;”

(4) the payment of reasonable and customary fees and reimbursement of expenses paid to, and indemnity providedon behalf of, officers, directors, employees or consultants of the Issuer or any Restricted Subsidiary or any director indirect parent of the Issuer;

(5) payments by the Issuer or any of its Restricted Subsidiaries to the Sponsors made for any financial advisory,financing, underwriting or placement services or in respect of other investment banking activities, including,without limitation, in connection with the Transactions, acquisitions or divestitures, which payments are(x) made pursuant to the agreements with the Sponsors described in the Listing Particulars under the caption“Certain Relationships and Related Party Transactions” or (y) approved by a majority of the Board of Directorsof the Issuer in good faith;

(6) transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee aletter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such RestrictedSubsidiary from a financial point of view or meets the requirements of clause (a) of the preceding paragraph;

(7) payments or loans (or cancellation of loans) to directors, employees or consultants which are approved by amajority of the Board of Directors of the Issuer in good faith;

(8) any agreement as in effect as of the Acquisition Date or any amendment thereto (so long as any such agreementtogether with all amendments thereto, taken as a whole, is not more disadvantageous to the holders of the SeniorNotes in any material respect than the original agreement as in effect on the Acquisition Date) or any transactioncontemplated thereby as determined in good faith by senior management or the Board of Directors of the Issuer;

(9) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under theterms of, the Acquisition Documents, the Credit Agreement Documents, the Intercreditor Agreement, anyshareholders agreement (including any registration rights agreement or purchase agreement related thereto) towhich it is a party as of the Acquisition Date or any other agreement or arrangement in existence on theAcquisition Date or described in the Listing Particulars and, in each case, any amendment thereto or similartransactions, agreements or arrangements which it may enter into thereafter; provided, however, that theexistence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under, anyfuture amendment to any such existing transaction, agreement or arrangement or under any similar transaction,agreement or arrangement entered into after the Acquisition Date shall only be permitted by this clause (9) to theextent that the terms of any such existing transaction, agreement or arrangement together with all amendmentsthereto, taken as a whole, or new transaction, agreement or arrangement are not otherwise more disadvantageous

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to the holders of the Senior Notes in any material respect than the original transaction, agreement or arrangementas in effect on the Acquisition Date;

(10) the execution of the Transactions and the payment of all fees and expenses, bonuses and awards related to theTransactions, including fees to the Sponsors, that are described in the Listing Particulars or contemplated by theAcquisition Documents;

(11) (a) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactionsotherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business andotherwise in compliance with the terms of the Senior Indenture, which are fair to the Issuer and its RestrictedSubsidiaries in the reasonable determination of the Board of Directors or the senior management of the Issuer, orare on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated partyor (b) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business;

(12) any transaction effected as part of a Qualified Receivables Financing;(13) the issuance of Equity Interests (other than Disqualified Stock) of the Issuer or Subordinated Shareholder

Funding to any Person;(14) the issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the

funding or entering into of employment arrangements, stock option and stock ownership plans or similaremployee benefit plans approved by the Board of Directors of the Issuer or any direct or indirect parent of theIssuer or of a Restricted Subsidiary of the Issuer, as appropriate;

(15) the entering into of any tax sharing agreement or arrangement and any payments permitted by clause (12) of thesecond paragraph of the covenant described under “Description of the Senior Notes—Certain Covenants—Limitation on Restricted Payments;”

(16) any contribution to the capital of the Issuer;(17) transactions permitted by, and complying with, the provisions of the covenant described under “Description of

the Senior Notes—Merger, Amalgamation, Consolidation or Sale of All or Substantially All Assets;”(18) transactions between the Issuer or any of its Restricted Subsidiaries and any Person, a director of which is also a

director of the Issuer or any direct or indirect parent of the Issuer; provided, however, that such director abstainsfrom voting as a director of the Issuer or such direct or indirect parent, as the case may be, on any matterinvolving such other Person;

(19) pledges of Equity Interests of Unrestricted Subsidiaries;(20) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or

management purposes in the ordinary course of business;

(21) any employment agreements entered into by the Issuer or any of its Restricted Subsidiaries in the ordinary courseof business;

(22) intercompany transactions undertaken in good faith (as certified by a responsible financial or accounting officerof the Issuer in an Officers’ Certificate) for the purpose of improving the consolidated tax efficiency of the Issuerand its Subsidiaries and not for the purpose of circumventing any covenant set forth in the Senior Indenture; and

(23) transactions with Winward Insurance PCC Limited or another protected cell captive in the ordinary course ofbusiness consistent with past practice.

Liens. The Senior Indenture will provide that the Issuer will not, and will not permit any of its Restricted Subsidiariesto, directly or indirectly, create, Incur or suffer to exist any Lien on any asset or property of the Issuer or such RestrictedSubsidiary (including Capital Stock or Indebtedness of a Restricted Subsidiary of the Issuer), whether owned on the IssueDate or acquired thereafter, or any interest therein or any income, profits or proceeds therefrom securing any Indebtedness(an “Initial Lien”), except (a) in the case of any property or asset that does not constitute Collateral, Permitted Liens;provided that any Lien on such property or assets will be permitted notwithstanding that it is not a Permitted Lien if theSenior Notes and Senior Note Guarantees are equally and ratably secured with (or on a senior basis to, in the case ofobligations subordinated in right of payment to the Senior Notes or the Senior Note Guarantees) the obligations so secureduntil such time as such obligations are no longer secured by a Lien; and (b) in the case of any asset that constitutes Collateral,Permitted Collateral Liens; provided that no such Permitted Collateral Lien will be granted on assets or property unless suchassets or property also secure the Senior Notes or Senior Note Guarantees.

Any Lien created for the benefit of the holders pursuant to this covenant will provide by its terms that such Lien will beautomatically and unconditionally released and discharged (a) upon the release and discharge of the Initial Lien, (b) upon thesale or other disposition of the assets subject to such Initial Lien (or the sale or other disposition of the Person that owns such

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assets) in compliance with the terms of the Senior Indenture and the Intercreditor Agreement, (c) upon the designation of aRestricted Subsidiary whose property or assets secure such Initial Lien as an Unrestricted Subsidiary in accordance with theterms of the Senior Indenture (d) following an Event of Default under the Senior Indenture or an event of default under anyother Indebtedness secured by the Collateral, pursuant to an Enforcement Action in accordance with the terms of theIntercreditor Agreement or (e) upon the effectiveness of any defeasance or satisfaction and discharge of the Senior Notes asspecified in the Senior Indenture.

Admission to Trading. The Issuer will use its reasonable best efforts to obtain and maintain the listing of the SeniorNotes on the Irish Stock Exchange and admission to trading on the Alternative Securities Market thereof; provided, however,that if the Issuer is unable to obtain listing of the Senior Notes on the Irish Stock Exchange or if maintenance of suchadmission to trading becomes unduly onerous, it will maintain an admission to trading of such Senior Notes on anotherrecognized stock exchange.

Reports and Other Information. For so long as any Senior Notes are outstanding, the Issuer will provide to the Trusteethe following reports:

(1) within 120 days after the end of each of the Issuer’s fiscal years beginning with the fiscal year endingDecember 31, 2007, annual reports containing the following information in a level of detail that is comparable inall material respect to the Listing Particulars: (a) audited consolidated balance sheets of the Issuer as of the end ofthe two most recent fiscal years and audited consolidated income statements and statements of cash flow of theIssuer for the three most recent fiscal years, including complete footnotes to such financial statements and thereport of the independent auditors on the financial statements; (b) pro forma income statement and balance sheetinformation of the Issuer (which need not comply with Article 11 of Regulation S-X under the Exchange Act,“Regulation S-X”), together with explanatory footnotes, for any material acquisitions, dispositions orrecapitalizations that have occurred since the beginning of the most recently completed fiscal year unless proforma information has been provided in a previous report pursuant to clause (2) or (3) below; (c) an operatingand financial review of the audited financial statements, including a discussion of the results of operations,financial condition, and liquidity and capital resources of the Issuer, and a discussion of material commitmentsand contingencies and critical accounting policies; (d) a description of the business, management, managementcompensation and shareholders of the Issuer, all material affiliate transactions and a description of all materialcontractual arrangements, including material debt instruments (in each case to the extent such information wouldbe required to be disclosed if the Issuer were a reporting company under the Exchange Act); (e) a description ofmaterial risk factors and material recent developments; (f) earnings before interest, taxes, depreciation andamortization; (g) capital expenditures; (h) depreciation and amortization; (i) income (loss) from operations; and(j) information for the guarantor, and the non-guarantor, Subsidiaries substantially consistent with the disclosureon this topic contained in the Listing Particulars; provided that any item of disclosure that complies in allmaterial respects with the requirements that would be applicable under Form 20-F under the Exchange Act withrespect to such item will be deemed to satisfy the Issuer’s obligations under this clause (1) with respect to suchitem;

(2) within 60 days (or 75 days in the case of the fiscal quarter ending June 30, 2007) following the end of the firstthree fiscal quarters in each fiscal year of the Issuer all quarterly financial statements of the Issuer (commencingwith the fiscal quarter ending June 30, 2007) containing the following information: (a) an unaudited condensedconsolidated balance sheet as of the end of such quarter and unaudited condensed statements of income and cashflow for the most recent quarter year-to-date period ending on the unaudited condensed balance sheet date, andthe comparable prior year periods, together with condensed footnote disclosure; (b) pro forma income statementand balance sheet information of the Issuer (which need not comply with Article 11 of Regulation S-X), togetherwith explanatory footnotes, for any material acquisitions, dispositions or recapitalizations that have occurredsince the beginning of the most recently completed fiscal year unless pro forma information has been provided ina previous report pursuant to clause (2) or (3); (c) an operating and financial review of the unaudited financialstatements, including a discussion of the results of operations, financial condition, and liquidity and capitalresources of the Issuer, and a discussion of material commitments and contingencies and critical accountingpolicies; and (d) material recent developments and any material changes to the risk factors disclosed in the mostrecent annual report; provided that any item of disclosure that complies in all material respects with therequirements that would be applicable under Form 10-Q under the Exchange Act with respect to such item willbe deemed to satisfy the Issuer’s obligations under this clause (2) with respect to such item; and

(3) promptly after the occurrence of any material acquisition, disposition or restructuring of the Issuer and theRestricted Subsidiaries, taken as a whole, or any senior executive officer changes at the Issuer or change inauditors of the Issuer or any other material event that the Issuer or any of its Restricted Subsidiaries announcespublicly, a report containing a description of such event.

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All financial statements shall be for the Issuer and/or the Issuer’s predecessor, as applicable. All financial statementsand pro forma financial information shall be prepared in accordance with GAAP on a consistent basis for the periodspresented and shall comply with the applicable requirements of any exchange on which the Senior Notes are listed; provided,however, that the reports set forth in clauses (1), (2) and (3) above may, in the event of a change in applicable GAAP, presentearlier periods on a basis that applied to such periods, subject to the provisions of the Senior Indenture. Except as providedfor above, no report need include separate financial statements for the Issuer or Subsidiaries of the Issuer or any disclosurewith respect to the results of operations or any other financial or statistical disclosure not of a type included in the ListingParticulars.

Contemporaneously with the furnishing of each such report discussed above, the Issuer will also post such report on theIssuer’s website.

In the event that the Issuer becomes subject to the reporting requirements of Section 13(a) or 15(d) of the ExchangeAct, or elects to comply with such provisions, the Issuer will, for so long as it continues to file the reports required bySection 13(a) with the SEC, make available to the Trustee the annual reports, information, documents and other reports thatthe Issuer is required to file with the SEC pursuant to such Section 13(a) or 15(d). By complying with the foregoingrequirements of this paragraph, the Issuer will be deemed to have complied with the provisions contained in the precedingthree paragraphs for the relevant period.

The Senior Indenture also provides that, so long as any of the Senior Notes remain outstanding and during any periodduring which the Issuer is not subject to section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SECwith certain information pursuant to Rule 12g 3-2(b) of the Exchange Act, the Issuer will make available to the holders of theSenior Notes and to prospective investors, upon their request, the information required to be delivered by Rule 144A(d)(4)under the Securities Act. The Issuer will also make all of the foregoing information available during normal business hours atthe offices of the Paying Agent in Dublin if and so long as the Senior Notes are listed on the Irish Stock Exchange andadmitted to trading on the Alternative Securities Market thereof and the guidelines of the Irish Stock Exchange so require.

Whitewash. The Senior Indenture will require the Issuer to cause as soon as reasonably practicable immediatelyfollowing the Acquisition Date (a) each Initial Senior Guarantor to comply with the “whitewash” provisions of Sections 151-155 of the Companies Act 1985 in relation to security, guarantees, intra-group loans and any other documentation to beentered into in connection with any financial assistance provided in connection with the Acquisition or its financing and(b) each Initial Senior Note Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which suchInitial Senior Note Guarantor will guarantee payment of the Senior Notes on the same terms and subject to the sameconditions and limitations as those set forth in this “Description of the Senior Notes—Senior Note Guarantees” and in theSenior Indenture.

Future Senior Note Guarantors. The Senior Indenture will provide that the Issuer will cause each Restricted Subsidiary(unless such Subsidiary is a Senior Note Guarantor or a Receivables Subsidiary) that (a) guarantees any Indebtedness of theIssuer or any of the Senior Note Guarantors on the Issue Date or at any time thereafter, or (b) incurs (i) any Indebtedness thatis permitted to be incurred pursuant to clause (a) of the second paragraph of the covenant described under “Description of theSenior Notes—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock andPreferred Stock” or (ii) any Public Debt, to execute and deliver to the Trustee a supplemental indenture pursuant to whichsuch Restricted Subsidiary will guarantee payment of the Senior Notes.

Notwithstanding the foregoing:(a) no Senior Note Guarantee shall be required as a result of any guarantee of Indebtedness that existed at the time

such Person became a Restricted Subsidiary if the guarantee was not Incurred in connection with, or incontemplation of, such Person becoming a Restricted Subsidiary;

(b) if such Indebtedness is by its terms expressly subordinated to the Senior Notes or any Senior Note Guarantee,any such assumption, guarantee or other liability of such Restricted Subsidiary with respect to such Indebtednessshall be subordinated to such Restricted Subsidiary’s Senior Note Guarantee of the Senior Notes at least to thesame extent as such Indebtedness is subordinated to the Senior Notes or any other senior guarantee;

(c) no Senior Note Guarantee shall be required as a result of any guarantee given to a bank or trust companyincorporated in any member state of the European Union as of the date of the Senior Indenture or anycommercial banking institution that is a member of the U.S. Federal Reserve System, (or any branch, Subsidiaryor Affiliate thereof) in each case having combined capital and surplus and undivided profits of not less than£400.0 million, whose debt has a rating, at the time such guarantee was given, of at least A or the equivalentthereof by S&P and at least A2 or the equivalent thereof by Moody’s, in connection with the operation of cashmanagement programs established for the Issuer’s benefit or that of any Restricted Subsidiary;

(d) no Senior Note Guarantee shall be required if such Senior Note Guarantee could reasonably be expected to giverise to or result in (A) personal liability for the officers, directors or shareholders of such Restricted Subsidiary,

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(B) any violation of applicable law that cannot be avoided or otherwise prevented through measures reasonablyavailable to the Issuer or such Restricted Subsidiary, including, for the avoidance of doubt, “whitewash” orsimilar procedures or (C) any significant cost, expense, liability or obligation (including with respect of anyTaxes) other than reasonable out-of-pocket expenses and other than reasonable expenses Incurred in connectionwith any governmental or regulatory filings required as a result of, or any measures pursuant to clause(B) undertaken in connection with, such Senior Note Guarantee, which cannot be avoided through measuresreasonably available to the Issuer or the Restricted Subsidiary; and

(e) each such Senior Note Guarantee will be limited as necessary to recognize certain defenses generally available toguarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financialassistance, corporate purpose, capital maintenance or similar laws, regulations or defenses affecting the rights ofcreditors generally) or other considerations under applicable law.

The Senior Note Guarantees shall be released in accordance with the provisions of the Senior Indenture describedunder “Description of the Senior Notes —Senior Note Guarantees.”

Impairment of Security Interest. Subject to the following paragraph, the Issuer shall not, and shall not permit any of itsRestricted Subsidiaries to, take or knowingly or negligently omit to take, any action which action or omission might or wouldhave the result of materially impairing the Security Interest with respect to the Collateral for the benefit of the Trustee and theholders of the Senior Notes (including the priority thereof), and the Issuer shall not, and shall not permit any of its RestrictedSubsidiaries to, grant to any Person other than the Security Agent, for the benefit of the Trustee and the holders of the SeniorNotes and the other beneficiaries described in the Security Documents, any interest whatsoever in any of the Collateral,provided the Issuer may Incur Permitted Collateral Liens.

The Senior Indenture will provide that, at the direction of the Issuer and without the consent of the Holders, the Trusteeand the Security Agent shall from time to time enter into one or more amendments to the Security Documents to: (i) cure anyambiguity, omission, defect or inconsistency therein, (ii) provide for Permitted Collateral Liens, (iii) add to the Collateral or(iv) make any other change thereto that does not adversely affect the Holders in any material respect; provided, however, that,in the case of clauses (ii) and (iii), no Security Document may be amended, extended, renewed, restated, supplemented orotherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement,supplement, modification or renewal, the Issuer delivers to the Trustee, either:

(a) a solvency opinion, in form and substance reasonably satisfactory to the Trustee, from an Independent FinancialAdvisor confirming the solvency of the Issuer and its Subsidiaries, taken as a whole, after giving effect to anytransactions related to such amendment, extension, renewal, restatement, supplement, modification orreplacement; or

(b) an Opinion of Counsel, in form and substance satisfactory to the trustee confirming that, after giving effect to anytransactions related to such amendment, extension, renewal, restatement, supplement, modification orreplacement, the Lien or Liens securing the Senior Notes created under the Security Documents so amended,extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens not otherwisesubject to any limitation imperfection or new hardening period, in equity or at law, that such Lien or Liens werenot otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement,modification or replacement, which shall be substantially in the form attached to the Indenture.

Covenant Fall-Away. If, on any date following the Issue Date, (i) the Senior Notes have Investment Grade Ratingsfrom both Rating Agencies, and the Issuer has delivered written notice of such Investment Grade Ratings to the Trustee, and(ii) no Default has occurred and is continuing under the Senior Indenture then, beginning on that day and continuing at alltimes thereafter regardless of any subsequent changes in the rating of the Senior Notes (the “Covenant Fall-Away”), thecovenants specifically listed under the following captions in this “Description of the Senior Notes” section of the ListingParticulars will no longer be applicable to the Senior Notes:

(1) “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;”(2) “—Limitation on Restricted Payments;”(3) “—Dividend and Other Payment Restrictions Affecting Subsidiaries;”(4) “—Asset Sales;”(5) “—Transactions with Affiliates;”(6) “—Future Senior Note Guarantors;” and(7) clause (4) of the first paragraph of “—Merger, Amalgamation, Consolidation or Sale of All or Substantially All

Assets.”

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In addition, during any period of time that (i) the Senior Notes have Investment Grade Ratings from both RatingAgencies, and the Issuer has delivered written notice of such Investment Grade Ratings to the Trustee, and (ii) no Default hasoccurred and is continuing under the Senior Indenture (the occurrence of the events described in the foregoing clauses (i) and(ii) being collectively referred to as a “Covenant Suspension Event”), the Issuer and its Restricted Subsidiaries will not besubject to the covenant described under “Change of Control” (the “Suspended Covenant”). In the event that the Issuer and itsRestricted Subsidiaries are not subject to the Suspended Covenant under the Senior Indenture for any period of time as aresult of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies (a) withdrawtheir Investment Grade Rating or downgrade the rating assigned to the Senior Notes below an Investment Grade Ratingand/or (b) the Issuer or any of its Affiliates enters into an agreement to effect a transaction that would result in a Change ofControl and one or more of the Rating Agencies indicate that if consummated, such transaction (alone or together with anyrelated recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment GradeRating or downgrade the ratings assigned to the Senior Notes below an Investment Grade Rating, then the Issuer and itsRestricted Subsidiaries will thereafter again be subject to the Suspended Covenant under the Senior Indenture with respect tofuture events, including, without limitation, a proposed transaction described in clause (b) above.

There can be no assurance that the Senior Notes will ever achieve or maintain Investment Grade Ratings.

Merger, Amalgamation, Consolidation or Sale of All or Substantially All AssetsThe Senior Indenture will provide that the Issuer may not, directly or indirectly, consolidate, amalgamate or merge with

or into or wind up or convert into (whether or not the Issuer is the surviving Person), or sell, assign, transfer, lease, convey orotherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to any Person unless:

(1) the Issuer is the surviving person or the Person formed by or surviving any such consolidation, amalgamation,merger, winding up or conversion (if other than the Issuer) or to which such sale, assignment, transfer, lease,conveyance or other disposition will have been made is a corporation, partnership or limited liability companyorganized or existing under the laws of any member state of the European Union on January 1, 2004, the UnitedStates, the District of Columbia, or any state or territory thereof, (the Issuer or such Person, as the case may be,being herein called the “Successor Company”); provided that in the case where the surviving Person is not acorporation, a co-obligor of the Senior Notes is a corporation;

(2) the Successor Company (if other than the Issuer) expressly assumes all the obligations of the Issuer under theSenior Indenture and the Senior Notes pursuant to supplemental indentures or other documents or instruments inform and substance reasonably satisfactory to the Trustee;

(3) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligationof the Successor Company or any of its Restricted Subsidiaries as a result of such transaction as having beenIncurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), no Defaultshall have occurred and be continuing;

(4) immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginningof the applicable four-quarter period (and treating any Indebtedness which becomes an obligation of theSuccessor Company or any of its Restricted Subsidiaries as a result of such transaction as having been Incurredby the Successor Company or such Restricted Subsidiary at the time of such transaction), either:

(a) the Successor Company would be permitted to Incur at least £1.00 of additional Indebtedness pursuant tothe Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described under“Description of the Senior Notes—Certain Covenants—Limitation on Incurrence of Indebtedness andIssuance of Disqualified Stock and Preferred Stock;” or

(b) the Fixed Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries would begreater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such transaction;

(5) If the Successor Company is not the Issuer, each Senior Note Guarantor, unless it is the other party to thetransactions described above, shall have by supplemental indenture confirmed that its Senior Note Guaranteeshall apply to such Person’s obligations under the Senior Indenture, the Senior Notes, the Security Documentsand the Intercreditor Agreement; and

(6) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating thatsuch consolidation, merger, amalgamation or transfer and such supplemental indentures (if any) comply with theSenior Indenture.

The Successor Company (if other than the Issuer) will succeed to, and be substituted for, the Issuer under the SeniorIndenture and the Senior Notes, and in such event the Issuer will automatically be released and discharged from itsobligations under the Senior Indenture and the Senior Notes. Notwithstanding the foregoing clauses (3) and (4), (a) anyRestricted Subsidiary may merge, consolidate or amalgamate with or transfer all or part of its properties and assets to the

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Issuer or to another Restricted Subsidiary, and (b) the Issuer may merge, consolidate or amalgamate with an Affiliateincorporated solely for the purpose of reincorporating the Issuer in another member state of the European Union onJanuary 1, 2004, the United States, the District of Columbia, or any state or territory thereof, or may convert into a limitedliability company, so long as the amount of Indebtedness of the Issuer and its Restricted Subsidiaries is not increased thereby(any transaction described in this sentence a “Specified Merger/Transfer Transaction”). The provisions set forth in this“Description of the Senior Notes—Merger, Amalgamation, Consolidation or Sale of All or Substantially All Assets” will notapply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Issuer and its RestrictedSubsidiaries.

The Senior Indenture further will provide that, subject to certain limitations in the Senior Indenture governing releaseof a Senior Note Guarantee upon the sale or disposition of a Restricted Subsidiary of the Issuer that is a Senior NoteGuarantor, no Senior Note Guarantor will, and the Issuer will not permit any Senior Note Guarantor to, consolidate,amalgamate or merge with or into or wind up into (whether or not such Senior Note Guarantor is the surviving Person), orsell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or morerelated transactions to, any Person unless:

(1) either (a) such Senior Note Guarantor is the surviving Person or the Person formed by or surviving any suchconsolidation, amalgamation or merger (if other than such Senior Note Guarantor) or to which such sale,assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership orlimited liability company organized or existing under the laws of any member state of the European Union onJanuary 1, 2004, the United States, the District of Columbia, or any state or territory thereof (such Senior NoteGuarantor or such Person, as the case may be, being herein called the “Successor Senior Note Guarantor”), andthe Successor Senior Note Guarantor (if other than such Senior Note Guarantor) expressly assumes all theobligations of such Senior Note Guarantor under the Senior Indenture, the Security Documents, the IntercreditorAgreement and such Senior Note Guarantors’ Senior Note Guarantee pursuant to a supplemental indenture orother documents or instruments in form reasonably satisfactory to the Trustee, or (b) if such sale or disposition orconsolidation, amalgamation or merger is with a Person other than the Issuer or any Restricted Subsidiary, suchsale or disposition or consolidation, amalgamation or merger is not in violation of the covenant described aboveunder the caption “Description of the Senior Notes—Certain Covenants—Asset Sales;” and

(2) the Successor Senior Note Guarantor (if other than such Senior Note Guarantor) shall have delivered or caused tobe delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that suchconsolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with the SeniorIndenture.

Subject to certain limitations described in the Senior Indenture, in a transaction to which paragraph 1(a) above applies,the Successor Senior Note Guarantor (if other than such Senior Note Guarantor) will succeed to, and be substituted for, suchSenior Note Guarantor under the Senior Indenture and such Senior Note Guarantor’s Senior Note Guarantee, and such SeniorNote Guarantor will automatically be released and discharged from its obligations under the Senior Indenture and suchSenior Note Guarantor’s Senior Note Guarantee. Notwithstanding the foregoing, (1) a Senior Note Guarantor may merge,amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating such Senior NoteGuarantor in another member state of the European Union on January 1, 2004, the United States, the District of Columbia, orany state or territory thereof, so long as the amount of Indebtedness of the Senior Note Guarantor is not increased thereby,and (2) a Senior Note Guarantor may merge, amalgamate or consolidate with another Senior Note Guarantor or the Issuer.

In addition, notwithstanding the foregoing, any Senior Note Guarantor may consolidate, amalgamate or merge with orinto or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties orassets (collectively, a “Transfer”) to (x) the Issuer or any Senior Note Guarantor or (y) any Restricted Subsidiary of the Issuerthat is not a Senior Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregateamount of all such Transfers since the Acquisition Date shall not exceed 5.0% of the consolidated assets of the Issuer and theSenior Note Guarantors as shown on the most recent available balance sheet of the Issuer and the Restricted Subsidiariesafter giving effect to each such Transfer and including all Transfers occurring from and after the Acquisition Date (excludingTransfers in connection with the Transactions described in the Listing Particulars).

Limitation on Other Activities. Notwithstanding anything in the Senior Indenture to the contrary, prior to theAcquisition Date, the Issuer will not engage in any business operations or other activities, including but not limited toIncurring Indebtedness, making Restricted Payments, consummating Asset Dispositions, entering into Affiliate Transactionsand Incurring or permitting to exist any Lien on any of its properties, other than those undertaken in connection with theTransactions.

Additional Covenants. The Senior Indenture also contains covenants with respect to the following matters: (a) paymentof the principal, premium, any Additional Amounts and interest; (b) maintenance of an office or agency in London; and(c) arrangements regarding the handling of money held in trust.

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DefaultsAn Event of Default will be defined in the Senior Indenture as:

(1) a default in any payment of interest on any Senior Note when due, continued for 30 days;(2) a default in the payment of principal or premium, if any, of any Senior Note when due at its Stated Maturity,

upon optional redemption, upon required repurchase or upon declaration or otherwise,(3) the failure by the Issuer or any of Restricted Subsidiaries to comply with (a) the covenant described under

“Description of the Senior Notes—Certain Covenants—Whitewash” for 30 days after notice or (b) the covenantdescribed under “Description of the Senior Notes—Merger, Amalgamation, Consolidation or Sale of All orSubstantially All Assets;”

(4) the failure by the Issuer or any of Restricted Subsidiaries to comply for 60 days after notice with its otheragreements contained in the Senior Notes or the Senior Indenture;

(5) the failure by the Issuer or any Significant Subsidiary to pay any Indebtedness (other than Indebtedness owing tothe Issuer or a Restricted Subsidiary) within any applicable grace period after final maturity or the acceleration ofany such Indebtedness by the holders thereof because of a default, in each case, if the total amount of suchIndebtedness unpaid or accelerated exceeds £15.0 million or its foreign currency equivalent (the “cross-acceleration provision”);

(6) certain events of bankruptcy, insolvency or reorganization of Holdings, the Issuer or a Significant Subsidiary (the“bankruptcy provisions”);

(7) failure by the Issuer or any Significant Subsidiary to pay final judgments aggregating in excess of £15.0 millionor its foreign currency equivalent (net of any amounts which are covered by enforceable insurance policies issuedby solvent carriers), which judgments are not discharged, waived or stayed for a period of 60 days (the “judgmentdefault provision”);

(8) any Senior Note Guarantee of a Significant Subsidiary (or any Senior Note Guarantee of one or more SeniorNote Guarantors that collectively would represent a Significant Subsidiary) ceases to be in full force and effect(except as contemplated by the terms thereof or the terms of the Senior Indenture or the Intercreditor Agreement)or any Senior Note Guarantor that qualifies as a Significant Subsidiary (or one or more Senior Note Guarantorsthat collectively would represent a Significant Subsidiary) denies or disaffirms its obligations under the SeniorIndenture or any Senior Note Guarantee and such Default continues for 20 days; or

(9) the Security Interest purported to be created under any Security Document shall, at any time, cease to be in fullforce and effect and constitute a valid and perfected lien with the priority required by the applicable SecurityDocument for any reason other than the satisfaction in full of all obligations under the Senior Indenture anddischarge of the Senior Indenture or in accordance with the terms of the Intercreditor Agreement or any SecurityInterest purported to be created under any Security Document shall be declared invalid or unenforceable (otherthan any such failure to be in full force and effect and constitute a valid and perfected lien with the priorityrequired by the applicable Security Document that would not be material to the senior noteholders) or the Issueror any Person granting Collateral the subject of any such Security Interest shall assert, in any pleading in anycourt of competent jurisdiction, that any such Security Interest is invalid or unenforceable and (but only in theevent that such failure to be in full force and effect or such assertion is capable of being cured without imposingany new hardening period, in equity or at law, that such Security Interest was not otherwise subject immediatelyprior to such failure or assertion) such failure to be in full force and effect or such assertion shall have continueduncured for a period of 10 days (the “security default provision”).

The foregoing will constitute Events of Default whatever the reason for any such Event of Default and whether it isvoluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or anyorder, rule or regulation of any administrative or governmental body.

However, a default under clause (3)(a) or (4) will not constitute an Event of Default until the Trustee or the holders of25% in principal amount of outstanding Senior Notes of such series notify the Issuer of the default and the Issuer does notcure such default within the time specified in clause (3)(a) or (4) hereof, as applicable, after receipt of such notice.

If an Event of Default (other than a Default relating to certain events of bankruptcy, insolvency or reorganization of theIssuer) occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of outstanding Senior Notesby notice to the Issuer may declare the principal of, premium, if any, and accrued but unpaid interest on all the Senior Notesto be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Eventof Default relating to certain events of bankruptcy, insolvency or reorganization of the Issuer occurs, the principal of,premium, if any, and interest on all the Senior Notes will become immediately due and payable without any declaration or

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other act on the part of the Trustee or any holders. Under certain circumstances, the holders of a majority in principal amountof outstanding Senior Notes may rescind any such acceleration with respect to the Senior Notes and its consequences.

In the event of any Event of Default specified in clause (5) of the first paragraph above, such Event of Default and allconsequences thereof (excluding, however, any resulting payment default) will be annulled, waived and rescinded,automatically and without any action by the Trustee or the holders of the Senior Notes, if within 20 days after such Event ofDefault arose the Issuer deliver an Officers’

Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default hasbeen discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be)giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it beingunderstood that in no event shall an acceleration of the principal amount of the Senior Notes as described above be annulled,waived or rescinded upon the happening of any such events.

Subject to the provisions of the Senior Indenture relating to the duties of the Trustee, in case an Event of Default occursand is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Senior Indentureat the request or direction of any of the holders unless such holders have offered to the Trustee indemnity or securitysatisfactory to it against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium(if any) or interest when due, no holder may pursue any remedy with respect to the Senior Indenture or the Senior Notesunless:

(1) such holder has previously given the Trustee notice that an Event of Default is continuing,(2) holders of at least 25% in principal amount of the outstanding Senior Notes have requested the Trustee to pursue

the remedy,(3) such holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or

expense,(4) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of

security or indemnity, and(5) the holders of a majority in principal amount of the outstanding Senior Notes have not given the Trustee a

direction inconsistent with such request within such 60-day period.Subject to certain restrictions, the holders of a majority in principal amount of outstanding Senior Notes are given the

right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or ofexercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction thatconflicts with law or the Senior Indenture or that the Trustee determines is unduly prejudicial to the rights of any other holderor that would involve the Trustee in personal liability. Prior to taking any action under the Senior Indenture, the Trustee willbe entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or nottaking such action.

The Senior Note Indenture provides that if a Default occurs and is continuing and is actually known to the Trustee, theTrustee must mail (or otherwise deliver in accordance with applicable Euroclear and Clearstream procedures) to each holderof Senior Notes notice of the Default within the earlier of 90 days after it occurs or 30 days after it is actually known to aTrust Officer or written notice of it is received by the Trustee. In addition, the Issuer is required to deliver to the Trustee,within 120 days after the end of each fiscal year, a certificate indicating whether the signers thereof know of any Default thatoccurred during the previous year. The Issuer also is required to deliver to the Trustee, within 30 days after the occurrencethereof, written notice of any event which would constitute certain Defaults, their status and what action the Issuer is takingor proposes to take in respect thereof.

Additional Intercreditor AgreementsThe Senior Indenture will provide that, at the request of the Issuer, in connection with the Incurrence by the Issuer or

its Restricted Subsidiaries of any Indebtedness for borrowed money permitted pursuant to the first paragraph or clause (a),(n), (u) or (v), or (c) (to the extent consisting of any of the foregoing) or (j) or (m) (to the extent the items in such clausesrelate to one or more of the foregoing or any Indebtedness Incurred pursuant to clause (b)) or (d) (other than with respect toCapitalized Lease Obligations) or (l) (to the extent relating to one or more of the foregoing) of the second paragraph, in eachcase of the covenant described under “Description of the Senior Notes—Certain Covenants—Limitation on Incurrence ofIndebtedness and Issuance of Disqualified Stock and Preferred Stock,” the Issuer, the relevant Restricted Subsidiaries and theTrustee shall enter into with the holder of such Indebtedness (or their duly authorized Representatives) an intercreditoragreement (an “Additional Intercreditor Agreement”) on substantially the same terms as the Intercreditor Agreement (orterms not materially less favorable to the holders of the Senior Notes), including containing substantially the same terms withrespect to the limitation on enforcement and priority of Senior Note Guarantees; provided, that such Additional Intercreditor

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Agreement will not impose any personal obligations on the Trustee or, in the opinion of the Trustee, adversely affect therights, duties, liabilities or immunities of the Trustee under the Senior Indenture or the Intercreditor Agreement.

The Senior Indenture also will provide that, at the direction of the Issuer and without the consent of senior noteholders,the Trustee shall from time to time enter into one or more amendments to the Intercreditor Agreement or any AdditionalIntercreditor Agreement to: (1) cure any ambiguity, omission, mistake, defect or inconsistency of any such agreement,(2) increase the amount or types of Indebtedness covered by any such agreement that may be Incurred by the Issuer or aRestricted Subsidiary (including with respect to any Intercreditor Agreement or Additional Intercreditor Agreement theaddition of provisions relating to new Indebtedness ranking junior in right of payment to the Senior Secured Notes and SeniorNotes), (3) add parties to the Intercreditor Agreement or an Additional Intercreditor Agreement, including Senior NoteGuarantors, or successors, including successor trustees or other Representatives, (4) secure the Senior Notes (includingAdditional Senior Notes or any Subordinated Indebtedness, to the extent permitted hereunder), (5) make provision for equaland ratable pledges of any collateral to secure the Senior Notes or any Additional Senior Notes or (6) make any other changeto any such agreement that does not adversely affect the Senior Notes in any material respect. The Issuer shall not otherwisedirect the Trustee to enter into any amendment to any Intercreditor Agreement without the consent of the holders representinga majority in aggregate principal amount of the Senior Notes then outstanding, except as otherwise permitted below under“Description of the Senior Notes—Amendments and Waivers,” and the Issuer may only direct the Trustee to enter into anyamendment to the extent such amendment does not impose any personal obligations on the Trustee or, in the opinion of theTrustee, adversely affect the rights, duties, liabilities or immunities of the Trustee under the Senior Indenture or anyIntercreditor Agreement.

The Senior Indenture also will provide that each senior noteholder, by accepting a Senior Note, shall be deemed tohave agreed to and accepted the terms and conditions of any Intercreditor Agreement (whether then entered into or enteredinto in the future pursuant to the provisions described herein) and the performance by the Trustee of its obligations and theexercise of its rights thereunder and in connection therewith. A copy of the Intercreditor Agreement shall be made availablefor inspection during normal business hours on any Business Day upon prior written request at the offices of the Trustee and,for so long as any Senior Notes are listed on the Irish Stock Exchange and admitted to trading on the Alternative SecuritiesMarket thereof at the offices of the Paying Agent in Dublin.

Amendments and WaiversSubject to certain exceptions, the Senior Indenture may be amended with the consent of the holders of a majority in

principal amount of the Senior Notes then outstanding and any past default or compliance with any provisions may be waivedwith the consent of the holders of a majority in principal amount of the Senior Notes then outstanding. However, without theconsent of the holders of not less than 90% of the then outstanding aggregate principal amount of the Senior Notes, noamendment may, among other things:

(1) reduce the amount of Senior Notes whose holders must consent to an amendment,(2) reduce the rate of or extend the time for payment of interest on any Senior Note,(3) reduce the principal of or extend the Stated Maturity of any Senior Note,(4) reduce the premium or amount payable upon the redemption of any Senior Note, change the time at which any

Senior Note may be redeemed as described under “Description of the Senior Notes—Optional Redemption”(5) make any Senior Note payable in money other than that stated in such Senior Note,(6) expressly subordinate the Senior Notes or any Senior Note Guarantee to any other Indebtedness of the Issuer or

any Senior Note Guarantor not otherwise permitted by the Senior Indenture,(7) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s

Senior Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or withrespect to such holder’s Senior Notes,

(8) release the Security Interest granted for the benefit of the Holders in the Collateral other than pursuant to theterms of the Security Documents or as otherwise permitted by the Senior Indenture,

(9) make any change in the amendment provisions which require the holder’s consent as described in this sentenceor in the waiver provisions,

(10) make any change in the provisions of the Senior Indenture described under “Description of the Senior Notes—Withholding Taxes” that adversely affects the rights of any Holder or amend the terms of the Senior Notes or theSenior Indenture in a way that would result in the loss of an exemption from any of the Taxes describedthereunder, or

(11) except to the extent expressly permitted by the Senior Indenture, modify any Senior Note Guarantee in anymanner adverse to the holders.

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Without the consent of any holder, the Issuer and the Trustee may amend the Senior Indenture or the IntercreditorAgreement to cure any ambiguity, omission, mistake, defect or inconsistency, to give effect to any provision of the SeniorIndenture (including the release of any Senior Note Guarantees in accordance with the terms of the Senior Indenture, and tocomply with the covenant under “Description of the Senior Notes—Merger, Amalgamation, Consolidation or Sale of All orSubstantially All Assets”), to provide for the assumption by a Successor Company of the obligations of the Issuer under theSenior Indenture and the Senior Notes, to provide for the assumption by a Successor Senior Note Guarantor of the obligationsof a Senior Note Guarantor under the Senior Indenture and its Senior Note Guarantee, to provide for uncertificated SeniorNotes in addition to or in place of certificated Senior Notes (provided that the uncertificated Senior Notes are issued inregistered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Senior Notes aredescribed in Section 163(f)(2)(B) of the Code), to add a Senior Note Guarantee with respect to the Senior Notes, to add assetsto the Collateral, to release Collateral from any Lien pursuant to the Senior Indenture and the Intercreditor Agreement whenpermitted or required by the Senior Indenture, to the extent necessary to provide for the granting of a security interest for thebenefit of any Person, provided that the granting of such security interest is not prohibited under “Description of the SeniorNotes—Certain Covenants—Impairment of Security Interest” or otherwise under the Senior Indenture, to add to thecovenants of the Issuer or any Senior Note Guarantor for the benefit of the holders or to surrender any right or powerconferred upon the Issuer, to make any change that does not adversely affect the rights of any holder, to evidence and giveeffect to the acceptance and appointment under the Senior Indenture and/or the Intercreditor Agreement of a successorTrustee, to provide for the accession of the Trustee to any instrument in connection with the Senior Notes or to make certainchanges to the Senior Indenture to provide for the issuance of Additional Senior Notes or, at the Issuer’s election, to complywith any requirement of the SEC in connection with the qualification of the Senior Indenture under the Trust Indenture Act,if such qualification is required.

The consent of the noteholders is not necessary under the Senior Indenture to approve the particular form of anyproposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

The Issuer will, for so long as the Senior Notes are listed on the Irish Stock Exchange and admitted to trading on theAlternative Securities Market thereof, to the extent required by the guidelines of the Irish Stock Exchange, (i) inform the IrishStock Exchange of any of the foregoing amendments, supplements and waivers and provide, if necessary, a supplement tothese listing particulars setting forth reasonable details in connection with any such amendments, supplements or waivers and(ii) deliver notice of any amendment, supplement and waiver to the Companies Announcement Office in Dublin.

After an amendment under the Senior Indenture becomes effective, the Issuer is required to mail (or otherwise deliverin accordance with applicable Euroclear and Clearstream procedures) to the respective noteholders a notice briefly describingsuch amendment. However, the failure to give such notice to all noteholders entitled to receive such notice, or any defecttherein, will not impair or affect the validity of the amendment.

No Personal Liability of Directors, Officers, Employees, Managers and StockholdersNo director, officer, employee, manager, incorporator or holder of any Equity Interests in the Issuer or any direct or

indirect parent corporation, as such, will have any liability for any obligations of the Issuer under the Senior Notes, the SeniorIndenture, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of SeniorNotes by accepting a Senior Note waives and releases all such liability. The waiver and release are part of the considerationfor issuance of the Senior Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Transfer and ExchangeA noteholder may transfer or exchange Senior Notes in accordance with the Senior Indenture. Upon any transfer or

exchange, the registrar and the Trustee may require a noteholder, among other things, to furnish appropriate endorsementsand transfer documents and the Issuer may require a noteholder to pay any taxes required by law or permitted by the SeniorIndenture. The Issuer is not required to transfer or exchange any Senior Note selected for redemption or to transfer orexchange any Senior Note for a period of 15 days prior to a selection of Senior Notes to be redeemed. The Senior Notes willbe issued in registered form and the registered holder of a Senior Note will be treated as the owner of such Senior Note for allpurposes.

Satisfaction and DischargeThe Senior Indenture will be discharged and will cease to be of further effect (except as to surviving rights of

registration or transfer or exchange of Senior Notes, as expressly provided for in the Senior Indenture) as to all outstandingSenior Notes when:

(1) either (a) all the Senior Notes theretofore authenticated and delivered (except lost, stolen or destroyed SeniorNotes which have been replaced or paid and Senior Notes for whose payment money has theretofore beendeposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or dischargedfrom such trust) have been delivered to the Trustee for cancellation or (b) all of the Senior Notes (i) have become

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due and payable, (ii) will become due and payable at their stated maturity within one year or (iii) if redeemable atthe option of the Issuer, are to be called for redemption within one year under arrangements satisfactory to theTrustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, andthe Issuer has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient topay and discharge the entire Indebtedness on the Senior Notes not theretofore delivered to the Trustee forcancellation, for principal of, premium, if any, and interest on the Senior Notes to the date of deposit togetherwith irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof atmaturity or redemption, as the case may be;

(2) the Issuer and/or the Senior Note Guarantors have paid all other sums payable under the Senior Indenture; and(3) the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that all

conditions precedent under the Senior Indenture relating to the satisfaction and discharge of the Senior Indenturehave been complied with.

DefeasanceThe Issuer at any time may terminate all its obligations under the Senior Notes and the Senior Indenture (“legal

defeasance”), and cure any existing Defaults and Events of Default, except for certain obligations, including those respectingthe defeasance trust and obligations to register the transfer or exchange of the Senior Notes, to replace mutilated, destroyed,lost or stolen Senior Notes and to maintain a registrar and paying agent in respect of the Senior Notes. The Issuer at any timemay terminate its obligations under the covenants described under “Description of the Senior Notes—Certain Covenants,”the operation of the cross-acceleration provision and the bankruptcy provisions with respect to Significant Subsidiaries, andthe security default provision and the judgment default provision described under “Description of the Senior Notes—Defaults” and the undertakings and covenants contained under “Description of the Senior Notes—Change of Control” and“Description of the Senior Notes—Merger, Amalgamation, Consolidation or Sale of All or Substantially All Assets”(“covenant defeasance”). If the Issuer exercises its legal defeasance option or its covenant defeasance option, each SeniorNote Guarantor will be released from all of its obligations with respect to its Senior Note Guarantee.

The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasanceoption. If the Issuer exercises its legal defeasance option, payment of the Senior Notes may not be accelerated because of anEvent of Default with respect thereto. If the Issuer exercises its covenant defeasance option, payment of the Senior Notes maynot be accelerated because of an Event of Default specified in clause (3), (4), (5), (6) (with respect only to SignificantSubsidiaries), (7), (8) or (9) under “Description of the Senior Notes—Defaults” or because of the failure of the Issuer tocomply with the first clause (4) under “Description of the Senior Notes—Merger, Amalgamation, Consolidation or Sale ofAll or Substantially All Assets.”

In order to exercise its defeasance option, the Issuer must irrevocably deposit in trust (the “defeasance trust”) with theTrustee money in pounds sterling or European Government Obligations denominated in pounds sterling for the payment ofprincipal, premium (if any) and interest on the Senior Notes to redemption or maturity, as the case may be, and must complywith certain other conditions set out in the Senior Indenture, including delivery to the Trustee of an Opinion of Counsel to theeffect that holders of the Senior Notes will not recognize income, gain or loss for Federal income tax purposes as a result ofsuch deposit and defeasance and will be subject to Federal income tax on the same amount and in the same manner and at thesame times as would have been the case if such deposit and defeasance had not occurred (and, in the case of legal defeasanceonly, such Opinion of Counsel must be based on a ruling of the Internal Revenue Service or change in applicable Federalincome tax law).

Concerning the TrusteeDeutsche Trustee Company Limited is the Trustee under the Senior Indenture.

NoticesAll notices to senior noteholders will be validly given if mailed to them at their respective addresses in the register of

the holders of the Senior Notes, if any, maintained by the Registrar (or otherwise delivered in accordance with applicableEuroclear and Clearstream procedures). In addition, for so long as any of the Senior Notes are listed on the Irish StockExchange and admitted to trading on the Alternative Securities Market thereof and the guidelines of the Irish Stock Exchangeso require, notices, with respect to the Senior Notes listed on the Irish Stock Exchange will be published by delivery to theCompanies Announcement Office in Dublin. In addition, for so long as any Senior Notes are represented by Global SeniorNotes, all notices to holders of the Senior Notes will be delivered to Euroclear and Clearstream, each of which will give suchnotices to the holders of Book-Entry Interests.

Each such notice shall be deemed to have been given on the date of such publication or, if published more than once ondifferent dates, on the first date on which publication is made, provided that, if notices are mailed (or otherwise delivered inaccordance with applicable Euroclear and Clearstream procedures), such notice shall be deemed to have been given on the

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later of such publication and the seventh day after being so mailed or delivered. Any notice or communication mailed to asenior noteholder shall be mailed to such Person by first-class mail or other equivalent means (or otherwise delivered inaccordance with applicable Euroclear and Clearstream procedures) and shall be sufficiently given to him if so mailed ordelivered within the time prescribed. Failure to mail (or otherwise deliver in accordance with applicable Euroclear andClearstream procedures) a notice or communication to a senior noteholder or any defect in it shall not affect its sufficiencywith respect to other senior noteholders. If a notice or communication is mailed or delivered in the manner provided above, itis duly given, whether or not the addressee receives it.

Currency Indemnity and Calculation of Pounds Sterling-denominated RestrictionsPounds sterling is the sole currency of account and payment for all sums payable by the Issuer or any Senior Note

Guarantor under or in connection with the Senior Notes, including damages. Any amount received or recovered in a currencyother than pounds sterling, whether as a result of, or the enforcement of, a judgment or order of a court of any jurisdiction, inthe winding-up or dissolution of the Issuer or any Senior Note Guarantor or otherwise by any senior noteholder or by theTrustee, in respect of any sum expressed to be due to it from the Issuer or any Senior Note Guarantor will only constitute adischarge to the Issuer or any Senior Note Guarantor to the extent of the pounds sterling amount which the recipient is able topurchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is notpracticable to make that purchase on that date, on the first date on which it is practicable to do so).

If that pounds sterling amount is less than the pounds sterling amount expressed to be due to the recipient or theTrustee under any Senior Note, the Issuer and any Senior Note Guarantor will indemnify such recipient against any losssustained by it as a result. In any event, the relevant Issuer and any Senior Note Guarantor will indemnify the recipientagainst the cost of making any such purchase. For the purposes of this currency indemnity provision, it will be prima facieevidence of the matter stated therein for the holder of a Senior Note or the Trustee to certify in a manner satisfactory to theIssuer (indicating the sources of information used) the loss it Incurred in making any such purchase. These indemnitiesconstitute a separate and independent obligation from the Issuer and any Senior Note Guarantor’s other obligations, will giverise to a separate and independent cause of action, will apply irrespective of any waiver granted by any holder of a SeniorNote or the Trustee (other than a waiver of the indemnities set out herein) and will continue in full force and effect despiteany other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Senior Note or to theTrustee.

Except as otherwise specifically set forth herein, for purposes of determining compliance with any pounds sterling-denominated restriction herein, the Sterling Equivalent amount for purposes hereof that is denominated in a non-poundssterling currency shall be calculated based on the relevant currency exchange rate in effect on the date such non-poundssterling amount is Incurred or made, as the case may be.

Consent to Jurisdiction and ServiceEach of the Issuer and the Senior Note Guarantors will irrevocably and unconditionally: (1) submit itself and its

property in any legal action or proceeding relating to the Senior Indenture to which it is a party, or for recognition andenforcement of any judgment in respect thereof, to the general jurisdiction of the Courts of the State of New York, sitting inthe Borough of Manhattan, The City of New York, the courts of the United States of America for the Southern District ofNew York, appellate courts from any thereof and courts of its own corporate domicile, with respect to actions brought againstit as defendant; (2) consent that any such action or proceeding may be brought in such courts and waive any objection that itmay now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceedingwas brought in an inconvenient court and agrees not to plead or claim the same; and (3) appoint CT Corporation System,currently having an office at 111 Eighth Avenue, New York, New York 10011, as its agent to receive on its behalf service ofall process in any such action or proceeding, such service being hereby acknowledged by each of the Issuer and the SeniorNote Guarantors to be effective and binding in every respect.

Enforceability of JudgmentsSince substantially all of the assets of the Issuer and the Senior Note Guarantors are outside the United States, any

judgment obtained in the United States against the Issuer or any Senior Note Guarantor, including judgments with respect tothe payment of principal, premium, interest, Additional Amounts, redemption price and any purchase price with respect tothe Senior Notes, may not be collectable within the United States.

Governing LawThe Senior Indenture will provide that it and the Senior Notes will be governed by, and construed in accordance with,

the laws of the State of New York.

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Book-Entry, Delivery and FormGeneral

The Senior Notes sold within the United States to qualified institutional buyers in reliance on Rule 144A under theSecurities Act will be represented by one or more global Senior Notes in registered form without interest coupons attached(collectively, the “Rule 144A Global Senior Notes”). The Rule 144A Global Senior Notes will be deposited with andregistered in the name of the nominee of the common depositary for the accounts of Euroclear and Clearstream (the“Common Depositary”).

The Senior Notes sold outside the United States in reliance on Regulation S under the Securities Act will berepresented by one or more global Senior Notes in registered form without interest coupons attached (the “Regulation SGlobal Senior Notes” and together with the Rule 144A Global Senior Notes, the “Global Senior Notes”). The Regulation SGlobal Senior Notes will be deposited with the common depositary and registered in the name of the nominee of the commondepositary for the accounts of Euroclear and Clearstream. Beneficial ownership interests in the Regulation S Global SeniorNotes may be exchanged for interests in the Rule 144A Global Senior Notes or a Definitive Registered Senior Note only afterthe 40th day after the issuance of the Senior Notes, and then only in the case of an exchange for a Definitive RegisteredSenior Note, in compliance with the requirements described under “Description of the Senior Notes—Transfers.”

In the event that Additional Senior Notes are issued pursuant to the terms of the Senior Indenture, the Issuer may, in itssole discretion, cause some or all of such Additional Senior Notes, if any, to be issued in the form of one or more globalSenior Notes (the “Additional Global Senior Notes”) and registered in the name of and deposited with the nominee of theCommon Depositary for Euroclear and/or Clearstream.

Ownership of beneficial interests in each Rule 144A Global Senior Note (“Restricted Book-Entry Interests”) andownership of interests in each Regulation S Global Senior Note (the “Unrestricted Book-Entry Interests”) and ownership ofinterests in each Additional Global Senior Note (the “Additional Senior Notes Book-Entry Interests” and, together with theRestricted Book-Entry Interests and the Unrestricted Book-Entry Interests, the “Book-Entry Interests”) will be limited topersons that have accounts with the relevant Depositary or persons that may hold interests through such participants. Book-Entry Interests will be shown on, and transfers thereof will be effected only through, records maintained in book-entry formby the relevant Depositary and their participants. As used in this section, “Depositary” means, with respect to the GlobalSenior Notes and the Additional Global Senior Notes, if any, Euroclear and/or Clearstream, as applicable.

The Book-Entry Interests will not be held in definitive form. Instead, the relevant Depositary will credit on its book-entry registration and transfer systems a participant’s account with the interest beneficially owned by such participant. Thelaws of some jurisdictions, including certain states of the United States, may require that certain purchasers of securities takephysical delivery of such securities in definitive form. The foregoing limitations may impair your ability to own, transfer orpledge or grant any other security interest in Book-Entry Interests. In addition, while the Senior Notes are in global form,“holders” of Book-Entry Interests may not be considered the owners or “holders” of Senior Notes for purposes of the SeniorIndenture.

So long as the Senior Notes and any Additional Senior Notes are held in global form, Euroclear and/or Clearstream, asapplicable (or their respective nominees), may be considered the sole holders of Global Senior Notes for all purposes underthe Senior Indenture. As such, participants must rely on the procedures of Euroclear and/or Clearstream, and indirectparticipants must rely on the procedures of Euroclear, Clearstream and the participants through which they own Book-EntryInterests, to transfer their interests or to exercise any rights of holders under the Senior Indenture.

The Issuer and the Trustee and their respective agents will not have any responsibility or be liable for any aspect of therecords relating to the Book-Entry Interests.

Issuance of Definitive Registered Senior NotesUnder the terms of the Senior Indenture, owners of Book-Entry Interests will not receive definitive Senior Notes in

registered form (“Definitive Registered Senior Notes”) in exchange for their Book-Entry Interests unless (a) the Issuer hasconsented thereto in writing, or such transfer or exchange is made pursuant to one of clauses (i), (ii) or (iii) of this paragraphand (b) such transfer or exchange is in accordance with the applicable rules and procedures of the relevant Depositary and theapplicable provisions of the Senior Indenture. Subject to applicable provisions of the Senior Indenture, Definitive RegisteredSenior Notes shall be transferred to all owners of Book-Entry Interests in the relevant Global Senior Note if:

(i) the Issuer notifies the Trustee in writing that the Depositaries are unwilling or unable to continue to act asdepositary and the Issuer does not appoint a successor depositary within 120 days;

(ii) any Depositary so requests if an event of default under the Senior Indenture has occurred and is continuing; or(iii) the Issuer, at its option, notifies the Trustee in writing that it elects to issue Definitive Registered Senior Notes

under the Senior Indenture.

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In such an event, Definitive Registered Senior Notes will be issued and registered in the name or names and issued inany approved denominations, requested by or on behalf of the relevant Depositary, as applicable (in accordance with itscustomary procedures and certain certification requirements and based upon directions received from participants reflectingthe beneficial ownership of the Book-Entry Interests), and such Definitive Registered Senior Notes will bear the restrictivelegend referred to in “Notice to Investors,” unless that legend is not required by the Senior Indenture or applicable law.Payment of principal of, and premium, if any, and interest on the Senior Notes shall be payable at the place of paymentdesignated by the Issuer pursuant to the Senior Indenture, provided, however, that at the Issuer’s option, payment of intereston a Senior Note may be made by check mailed to the person entitled thereto to such address as shall appear on the SeniorNote register.

Redemption of the Global Senior NotesIn the event any Global Senior Note, or any portion thereof, is redeemed, the relevant Depositary will distribute the

amount received by it in respect of the Global Senior Note so redeemed to the holders of the Book-Entry Interests in suchGlobal Senior Note. The redemption price payable in connection with the redemption of such Book-Entry Interests will beequal to the amount received by the relevant Depositary in connection with the redemption of such Global Senior Note (orany portion thereof). We understand that under existing practices of Euroclear and Clearstream, if fewer than all of the SeniorNotes are to be redeemed at any time, Euroclear and Clearstream will credit their respective participants’ accounts on aproportionate basis (with adjustments to prevent fractions) or by lot or on such other basis as they deem fair and appropriate;provided, however, that no book-entry interest of less than £50,000 in principal amount may be redeemed in part.

Payments on Global Senior NotesPayments of any amounts owing in respect of the Global Senior Notes (including principal, premium, interest and

Additional Amounts) will be made by the Issuer in pounds sterling to the paying agents under the Senior Indenture. Thepaying agents will, in turn, make such payments to the relevant Depositary or its nominee, as the case may be, which willdistribute such payments to their respective participants in accordance with their respective procedures.

Under the terms of the Senior Indenture, the Issuer, the Trustee and the paying agents will treat the registered holder ofthe Global Senior Notes as the owner thereof for the purpose of receiving payments and other purposes under the SeniorIndenture. Consequently, the Issuer, the Trustee and the paying agents and their respective agents have not and will not haveany responsibility or liability for:

• any aspect of the records of any Depositary or any participant or indirect participant relating to, or payments madeon account of, a Book-Entry Interest, for any such payments made by any Depositary or any participant or indirectparticipants, or maintaining, supervising or reviewing the records of any Depositary or any participant or indirectparticipant relating to or payments made on account of a Book-Entry Interest; or

• any Depositary or any participant or indirect participant.Payments by participants to owners of Book-Entry Interests held through participants are the responsibility of such

participants, as is the case with securities held for the accounts of customers registered in “street name.”

Action by Owners of Book-Entry InterestsWe understand that the Depositaries will take any action permitted to be taken by a holder of Senior Notes only at the

direction of one or more participants to whose account the Book-Entry Interests in the Global Senior Notes are credited andonly in respect of such portion of the aggregate principal amount of Senior Notes as to which such participant or participantshas or have given such direction. The Depositaries will not exercise any discretion in the granting of consents, waivers or thetaking of any other action in respect of the Global Senior Notes. However, if there is an Event of Default under the SeniorNotes, each of the Depositaries reserves the right to exchange the Global Senior Notes for Definitive Registered Senior Notesin certificated form, and to distribute such Definitive Registered Senior Notes to its respective participants.

TransfersEach Global Senior Note will bear a legend to the effect set forth under the caption “Notice to Investors.”Transfers of Global Senior Notes shall be limited to transfers of such Global Senior Note in whole, but (subject to the

provisions described above under “Description of the Senior Notes—Book-Entry, Delivery and Form—Issuance ofDefinitive Registered Senior Notes,” to provisions described below in this section “Description of the Senior Notes—Transfers” and the applicable provisions of the Senior Indenture), not in part, to the relevant Depositary, its successors ortheir respective nominees or transfers between the Depositary for the Rule 144A Global Senior Notes, if any (initiallyEuroclear and Clearstream) and the Depositary for the Regulation S Global Senior Notes (initially Euroclear andClearstream).

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Restricted Book-Entry Interests may be transferred to a person who takes delivery in the form of Unrestricted Book-Entry Interests only upon delivery by the transferor of a written certification (as provided in the Senior Indenture) to theeffect that such transfer is made in accordance with Regulation S under the Securities Act or otherwise in accordance with thetransfer restrictions described under “Transfer Restrictions” and “Plan of Distribution,” and in accordance with anyapplicable securities laws of any state of the United States or any other jurisdiction. Unrestricted Book-Entry Interests may betransferred to a person who takes delivery in the form of Restricted Book-Entry Interests only upon delivery by the transferorof a written certification (as provided in the Senior Indenture) to the effect that such transfer is being made to a person whothe transferor reasonably believes is a “qualified institutional buyer” within the meaning of Rule 144A in a transactionmeeting the requirements of Rule 144A or otherwise in accordance with the transfer restrictions described under “TransferRestrictions” and “Plan of Distribution,” and in accordance with any applicable securities laws of any state of the UnitedStates or any other jurisdiction.

Subject to the foregoing, and as set forth in “Transfer Restrictions,” Book-Entry Interests may be transferred andexchanged in a manner otherwise in accordance with the terms of the Senior Indenture. Any Book-Entry Interest in one of theGlobal Senior Notes that is transferred to a person who takes delivery in the form of a Book-Entry Interest in another GlobalSenior Note will, upon transfer, cease to be a Book-Entry Interest in the first mentioned Global Senior Note and become aBook-Entry Interest in the relevant Global Senior Note, and accordingly, will thereafter be subject to all transfer restrictions,if any, and other procedures applicable to Book-Entry Interests in such other Global Senior Note for as long as that personretains such Book-Entry Interests.

Definitive Registered Senior Notes, if any, may be transferred and exchanged for Book-Entry Interests in a GlobalSenior Note only pursuant to the terms of the Senior Indenture and, if required, only after the transferor first delivers to theTrustee a written certificate (in the form provided in the Senior Indenture) to the effect that such transfer will comply with theappropriate transfer restrictions applicable to such Senior Notes. See “Transfer Restrictions” and “Plan of Distribution.”

Global Clearance and Settlement Under the Book-Entry SystemInitial Settlement

Initial settlement for the Senior Notes will be made in pounds sterling. Book-Entry Interests owned through Depositaryaccounts will follow the settlement procedures applicable to conventional eurobonds in registered form. In the case of Book-Entry Interests held through Euroclear and Clearstream, such Book-Entry Interests will be credited to the securities custodyaccount of Euroclear and Clearstream holders on the business day following the settlement date against payment for value onthe settlement date.

Secondary Market TradingThe Book-Entry Interests will trade through participants of the relevant Depositary, and will settle in same-day funds.

Since the purchase determines the place of delivery, it is important to establish at the time of trading any Book-EntryInterests where both the purchaser’s and seller’s accounts are located to ensure that settlement can be made on the desiredvalue date.

Special Timing ConsiderationsYou should be aware that investors will only be able to make and receive deliveries, payments and other

communications involving Senior Notes through Euroclear or Clearstream on days when those systems are open for business.

In addition, because of time-zone differences, there may be complications with completing transactions involvingClearstream and/or Euroclear on the same business day as in the United States. U.S. investors who wish to transfer theirinterests in the Senior Notes, or to receive or make a payment or delivery of Senior Notes, on a particular day, may find thatthe transactions will not be performed until the next business day in Luxembourg if Clearstream is used, or Brussels ifEuroclear is used.

Clearing InformationWe expect that the Senior Notes will be accepted for clearance through the facilities of Euroclear and Clearstream. The

international securities identification numbers and common codes numbers for the Senior Notes are set out under “Admissionto Trading—Clearing Information.”

Information Concerning Euroclear and ClearstreamAll Book-Entry Interests will be subject to the operations and procedures of Euroclear and Clearstream, as applicable.

We provide the following summaries of those operations and procedures solely for the convenience of investors. Theoperations and procedures of each settlement system are controlled by that settlement system and may be changed at anytime. Neither we nor the initial purchasers are responsible for those operations or procedures.

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We understand the following with respect to Euroclear and Clearstream:Euroclear and Clearstream hold securities for participating organizations and facilitate the clearance and settlement of

securities transactions between their respective participants through electronic book-entry changes in the accounts of suchparticipants. Euroclear and Clearstream provide various services to their participants, including the safekeeping,administration, clearance, settlement, lending and borrowing of internationally traded securities. Euroclear and Clearstreaminterface with domestic securities markets. Euroclear and Clearstream participants are financial institutions such asunderwriters, securities brokers and dealers, banks, trust companies and certain other organizations. Indirect access toEuroclear and Clearstream is also available to others such as banks, brokers, dealers and trust companies that clear through ormaintain a custodial relationship with a Euroclear and Clearstream participant, either directly or indirectly.

The information in this section concerning Euroclear and Clearstream and their respective book-entry systems has beenobtained from sources we believe to be reliable, but the issuer takes no responsibility for the accuracy thereof.

Certain Definitions“Acquired Indebtedness” means, with respect to any specified Person:(1) Indebtedness of any other Person existing at the time such other Person is merged, consolidated or amalgamated

with or into or became a Restricted Subsidiary of such specified Person (including, for the avoidance of doubt,Indebtedness Incurred by such other Person in connection with, or in contemplation of, such other Personmerging, consolidating or amalgamating with or into or becoming a Restricted Subsidiary of such specifiedPerson); and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.“Acquisition” means the occurrence of each of (i) the acquisition by the Issuer by means of a scheme of arrangement

pursuant to Section 425 of the UK Companies Act 1985 of substantially all of the outstanding shares of capital stock of theCompany in a transaction subject to the UK City Code on Takeovers and Mergers, (ii) the reduction of capital pursuant toSection 135 of the UK Companies Act and (iii) the registration with the Registrar of Companies of all the issued share capitalof the Company in the name of the Issuer.

“Acquisition Date” means the date on which each of the actions specified in clauses (i), (ii) and (iii) of the definition of“Acquisition” has occurred.

“Acquisition Documents” means the Implementation Agreement and any other document entered into in connectiontherewith, in each case as amended, supplemented or modified from time to time prior to the Issue Date or thereafter (so longas any amendment, supplement or modification after the Issue Date, together with all other amendments, supplements andmodifications after the Issue Date, taken as a whole, is not more disadvantageous to the holders of the Senior Notes in anymaterial respect than the Acquisition Documents as in effect on the Issue Date).

“Additional Intercreditor Agreement” has the meaning specified under “Description of the Senior Notes—AdditionalIntercreditor Agreements.”

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or underdirect or indirect common control with such specified Person. For purposes of this definition, “control” (including, withcorrelative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to anyPerson, means the possession, directly or indirectly, of the power to direct or cause the direction of the management orpolicies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Applicable Premium” means, with respect to a Senior Note at any redemption date, the greater of (i) 1.00% of theprincipal amount of such Senior Note and (ii) the excess, if any, of (A) the present value at such redemption date of (1) theredemption price of such Senior Note on May 15, 2011 (such redemption price being described in the second paragraphunder “Description of the Senior Notes—Optional Redemption” exclusive of any accrued interest) plus (2) all requiredremaining scheduled interest payments due on such Senior Note through May 15, 2011 (excluding accrued but unpaidinterest to the redemption date), computed using a discount rate equal to the U.K. Gilt Rate plus 50 basis points over (B) theprincipal amount of such Senior Note on such redemption date.

“Asset Sale” means:(1) the sale, conveyance, transfer or other disposition (whether in a single transaction or a series of related

transactions) of property or assets (including by way of a Sale/Leaseback Transaction) outside the ordinarycourse of business of the Issuer or any Restricted Subsidiary of the Issuer (each referred to in this definition as a“disposition”) or

(2) the issuance or sale of Equity Interests (other than directors’ qualifying shares and shares issued to foreignnationals or other third parties to the extent required by applicable law) of any Restricted Subsidiary (other than

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to the Issuer or another Restricted Subsidiary of the Issuer and other than the issuance of Preferred Stock of aRestricted Subsidiary issued in compliance with the covenant described under “—Limitation on Incurrence ofIndebtedness and Issuance of Disqualified Stock and Preferred Stock”) (whether in a single transaction or a seriesof related transactions),

in each case other than:(a) a disposition of cash, Cash Equivalents or Investment Grade Securities or obsolete, surplus or worn-out property

or equipment in the ordinary course of business;(b) transactions permitted pursuant to the provisions described above under “Description of the Senior Notes—

Merger, Amalgamation, Consolidation or Sale of All or Substantially All Assets” or any disposition thatconstitutes a Change of Control;

(c) any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under the covenantdescribed above under “Description of the Senior Notes—Certain Covenants—Limitation on RestrictedPayments;”

(d) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary, which assets orEquity Interests so disposed or issued have an aggregate Fair Market Value of less than £3.0 million;

(e) any disposition of property or assets, or the issuance of securities, by a Restricted Subsidiary of the Issuer to theIssuer or by the Issuer or a Restricted Subsidiary of the Issuer to a Restricted Subsidiary of the Issuer;

(f) any exchange of assets (including a combination of assets and Cash Equivalents) for assets related to a SimilarBusiness of comparable or greater Fair Market Value or, as determined in good faith by senior management orthe Board of Directors of the Issuer, usefulness to the business of the Issuer and its Restricted Subsidiaries as awhole;

(g) foreclosure or any similar action with respect to any property or any other asset of the Issuer or any of itsRestricted Subsidiaries;

(h) any sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;(i) the lease, assignment or sublease of any real or personal property in the ordinary course of business;(j) any sale of inventory, trading stock or other assets in the ordinary course of business;

(k) any grant in the ordinary course of business of any license of patents, trademarks, know-how or any otherintellectual property;

(l) an issuance of Capital Stock pursuant to an equity incentive or compensation plan approved by the Board ofDirectors;

(m) dispositions consisting of the granting of Permitted Liens or Permitted Collateral Liens;(n) dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary

course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements;(o) any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or

to a Person (other than the Issuer or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquiredor from whom such Restricted Subsidiary acquired its business and assets (having been newly formed inconnection with such acquisition), made as part of such acquisition and in each case comprising all or a portionof the consideration in respect of such sale or acquisition;

(p) any surrender or waiver of contract rights or the settlement, release, recovery on or surrender of contract, tort orother claims of any kind;

(q) a transfer (including by capital contribution) of accounts receivable and related assets of the type specified in thedefinition of “Receivables Financing” (or a fractional undivided interest therein) by a Receivables Subsidiary orany Restricted Subsidiary (x) in a Qualified Receivables Financing or (y) pursuant to any other factoring onarm’s length terms or (z) in the ordinary course of business;

(r) the sale of any property in a Sale/Leaseback Transaction not prohibited by the Senior Indenture with respect toany assets built or acquired by the Issuer or any Restricted Subsidiary after the Acquisition Date;

(s) in the ordinary course of business, any lease, assignment or sublease of any real or personal property, inexchange for services (including in connection with any outsourcing arrangements) of comparable or greater FairMarket Value or, as determined in good faith by senior management or the Board of Directors of the Issuer,usefulness to the business of the Issuer and its Restricted Subsidiaries as a whole; provided, that any cash or Cash

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Equivalents received must be applied in accordance with the covenant described under “—Certain Covenants—Asset Sales”;

(t) sales or other dispositions of Equity Interests in joint ventures in existence on the Acquisition Date; and(u) dispositions or transfers of (i) client moneys and deposits held by the Issuer and any of its Restricted Subsidiaries

in the ordinary course of business and other deposits held pursuant to regulatory requirements and (ii) insurancepremiums collected by the Issuer and any of its Restricted Subsidiaries in the ordinary course of business.

“Bank Indebtedness” means any and all amounts payable under or in respect of any Credit Agreement and the otherCredit Agreement Documents as amended, restated, supplemented, waived, replaced, restructured, repaid, refunded,refinanced or otherwise modified from time to time (including after termination of such Credit Agreement), includingprincipal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or forreorganization relating to the Issuer whether or not a claim for post-filing interest is allowed in such proceedings), fees,charges, expenses, reimbursement obligations, guarantees and all other amounts payable thereunder or in respect thereof.

“Board of Directors” means, as to any Person, the board of directors or managers, as applicable, of such Person (or, ifsuch Person is a partnership, the board of directors or other governing body of the general partner of such Person) or any dulyauthorized committee thereof.

“Business Day” means a day other than a Saturday, Sunday or other day on which banking institutions are authorizedor required by law to close in New York City and London.

“Capital Stock” means:(1) in the case of a corporation, corporate stock or shares;(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other

equivalents (however designated) of corporate stock;(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or

limited); and(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of,

or distributions of assets of, the issuing Person.“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability

in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet(excluding the footnotes thereto) in accordance with GAAP.

“Cash Equivalents” means:(1) U.S. dollars, pounds sterling, euro, the national currency of any member state in the European Union or, in the

case of any Restricted Subsidiary that is not organized or existing under the laws of the United States, anymember state of the European Union or any state or territory thereof, such local currencies held by it from time totime in the ordinary course of business;

(2) securities issued or directly and fully guaranteed or insured by the U.S., U.K. Canadian, Swiss or Japanesegovernment or any country that is a member of the European Union or any agency or instrumentality thereof ineach case maturing not more than two years from the date of acquisition;

(3) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the dateof acquisition, bankers’ acceptances, in each case with maturities not exceeding one year and overnight bankdeposits, in each case with any commercial bank whose long-term debt is rated “A” or the equivalent thereof byMoody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency);

(4) repurchase obligations for underlying securities of the types described in clauses (2) and (3) above entered intowith any financial institution meeting the qualifications specified in clause (3) above;

(5) commercial paper issued by a corporation (other than an Affiliate of the Issuer) rated at least “A-2” or theequivalent thereof by S&P or “P-2” or the equivalent thereof by Moody’s (or reasonably equivalent ratings ofanother internationally recognized ratings agency) and in each case maturing within one year after the date ofacquisition;

(6) readily marketable direct obligations issued by any state of the United States of America, any province ofCanada, any member of the European Monetary Union, the United Kingdom, Switzerland or Norway or anypolitical subdivision thereof having one of the two highest rating categories obtainable from either Moody’s orS&P (or reasonably equivalent ratings of another internationally recognized ratings agency) in each case withmaturities not exceeding two years from the date of acquisition;

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(7) Indebtedness issued by Persons (other than the Sponsors or any of their Affiliates) with a rating of “A” or higherfrom S&P or “A-2” or higher from Moody’s in each case with maturities not exceeding two years from the dateof acquisition;

(8) for the purpose of paragraph (a) of the definition of “Asset Sale,” any marketable securities of third partiesowned by the Issuer and/or its Restricted Subsidiaries on the Issue Date or on the Acquisition Date; and

(9) interest in investment funds investing at least 95% of their assets in securities of the types described in clauses(1) through (7) above.

“Clearstream” means Clearstream Banking, société anonyme or any successor securities clearing agency.“Code” means the Internal Revenue Code of 1986, as amended.“Company” means Countrywide plc, an English public limited company.“Consolidated Interest Expense” means, with respect to any Person for any period, the sum, without duplication, of:(1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such

expense was deducted in computing Consolidated Net Profit (including amortization of original issue discountand bond premium, the interest component of Capitalized Lease Obligations, and net payments and receipts (ifany) pursuant to interest rate Hedging Obligations (provided, however, that if Hedging Obligations result in netbenefits received by such Person, such benefits shall be credited to reduce Consolidated Interest Expense to theextent paid in cash unless, pursuant to GAAP, such net benefits are otherwise reflected in Consolidated NetProfit) and excluding amortization of deferred financing fees, debt issuance costs, commissions, fees andexpenses and expensing of any bridge commitment or other financing fees); plus

(2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid oraccrued (but excluding any capitalizing interest on Subordinated Shareholder Funding); plus

(3) commissions, discounts, yield and other fees and charges Incurred in connection with any Receivables Financingwhich are payable to Persons other than the Issuer and its Restricted Subsidiaries; minus

(4) interest income for such period (other than interest income earned on (x) client moneys, (y) customer deposits or(z) insurance premiums collected by the Issuer or any of its Subsidiaries in the ordinary course of business).

“Consolidated Leverage Ratio” means, with respect to any Person at any date, the ratio of (i) the aggregate amount ofall outstanding Indebtedness of such Person and its Restricted Subsidiaries as of such date (determined on a consolidatedbasis in accordance with GAAP) less the amount of cash and Cash Equivalents in excess of any Restricted Cash that wouldbe stated on the balance sheet of such Person and its Restricted Subsidiaries and held by such Person and its RestrictedSubsidiaries as of such date of determination to (ii) EBITDA of such Person for the four full fiscal quarters for which internalfinancial statements are available immediately preceding such date. In the event that such Person or any of its RestrictedSubsidiaries Incurs, repays, repurchases or redeems any Indebtedness subsequent to the commencement of the period forwhich the Consolidated Leverage Ratio is being calculated but prior to the event for which the calculation of theConsolidated Leverage Ratio is made (the “Consolidated Leverage Calculation Date”), then the Consolidated Leverage Ratioshall be calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemption of Indebtedness as if thesame had occurred at the beginning of the applicable four-quarter period; provided that the Issuer may elect, pursuant to anOfficers’ Certificate delivered to the Trustee to treat all or any portion of the commitment under any Indebtedness as beingIncurred at such time, in which case any subsequent Incurrence of Indebtedness under such commitment shall not be deemed,for purposes of this calculation, to be an Incurrence at such subsequent time.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers,amalgamations, consolidations (including the Transactions) and discontinued operations (as determined in accordance withGAAP), in each case with respect to an operating unit of a business, and any operational changes that the Issuer or any of itsRestricted Subsidiaries has determined to make and/or have made during the four-quarter reference period or subsequent tosuch reference period and on or prior to or simultaneously with the Consolidated Leverage Calculation Date (each, forpurposes of this definition, a “pro forma event”) shall be calculated on a pro forma basis assuming that all such Investments,acquisitions, dispositions, mergers, amalgamations, consolidations (including the Transactions), discontinued operations andother operational changes (and the change of any associated Indebtedness and the change in EBITDA resulting therefrom)had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person thatsubsequently became a Restricted Subsidiary or was merged with or into the Issuer or any Restricted Subsidiary since thebeginning of such period shall have made any Investment, acquisition, disposition, merger, amalgamation, consolidation,discontinued operation or operational change, in each case with respect to an operating unit of a business, that would haverequired adjustment pursuant to this definition, then the Consolidated Leverage Ratio shall be calculated giving pro formaeffect thereto for such period as if such Investment, acquisition, disposition, discontinued operation, merger, amalgamation,consolidation or operational change had occurred at the beginning of the applicable four-quarter period.

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For purposes of this definition, whenever pro forma effect is to be given to any pro forma event, the pro formacalculations shall be made in good faith by a responsible financial or accounting officer of the Issuer. Any such pro formacalculation may include adjustments appropriate, in the reasonable good faith determination of the Issuer as set forth in anOfficers’ Certificate, to reflect operating expense reductions and other operating improvements or synergies reasonablyexpected to result from the applicable pro forma event (including, to the extent applicable, from the Transactions).

“Consolidated Net Profit” means, with respect to any Person for any period, the aggregate of the Net Profit of suchPerson and its Restricted Subsidiaries for such period, on a consolidated basis; provided, however, that, without duplication:

(1) any net after-tax extraordinary, nonrecurring or unusual gains or losses or income, expenses or charges (less allfees and expenses relating thereto) including, without limitation, (i) severance expenses, relocation or otherrestructuring expenses, fees, expenses or charges related to plant, facility, store and office closures,consolidations and/or shutdowns, (ii) expenses or charges in connection with the Transactions related topayments of any pension deficit, curtailments or modifications to pension or other post-employment benefitplans, excess pension charges, and (iii) any fees, expenses or charges related to any Equity Offering, PermittedInvestment, acquisition (including integration costs) or Indebtedness permitted to be Incurred by the SeniorIndenture (in each case, whether or not successful), including any such fees, expenses, charges or change incontrol payments made under the Acquisition Documents or otherwise related to the Transactions, in each case,shall be excluded;

(2) any increase in amortization or depreciation or any one-time non-cash charges or increases or reductions in NetProfit, in each case resulting from purchase accounting in connection with the Transactions or any acquisitionthat is consummated after the Acquisition Date shall be excluded;

(3) the Net Profit for such period shall not include the cumulative effect of a change in accounting principles duringsuch period;

(4) any net after-tax income or loss from discontinued operations and any net after-tax gains or losses on disposal ofdiscontinued operations shall be excluded;

(5) any net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to businessdispositions or asset dispositions other than in the ordinary course of business (as determined in good faith by theBoard of Directors of the Issuer) shall be excluded;

(6) any net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to the earlyextinguishment of indebtedness or Hedging Obligations or other derivative instruments shall be excluded;

(7) the Net Profit for such period of any Person that is not a Subsidiary of such Person, or is an UnrestrictedSubsidiary, or that is accounted for by the equity method of accounting, shall be included only to the extent of theamount of dividends or distributions or other payments paid in cash (or to the extent converted into cash) to thereferent Person or a Restricted Subsidiary thereof in respect of such period;

(8) solely for the purpose of determining the amount available for Restricted Payments under clause (1) of thedefinition of Cumulative Credit contained in “Description of the Senior Notes—Certain Covenants—Limitationon Restricted Payments,” the Net Profit for such period of any Restricted Subsidiary (other than any Senior NoteGuarantor) shall be excluded to the extent that the declaration or payment of dividends or similar distributions bysuch Restricted Subsidiary of its Net Profit is not at the date of determination permitted without any priorgovernmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms ofits charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulationapplicable to that Restricted Subsidiary or its stockholders, unless such restrictions with respect to the payment ofdividends or similar distributions have been legally waived or are permitted under the covenant described under“Description of the Senior Notes—Certain Covenants—Dividend and Other Payment Restrictions AffectingSubsidiaries;” provided that the Consolidated Net Profit of such Person shall be increased by the amount ofdividends or other distributions or other payments actually paid in cash (or converted into cash) by any suchRestricted Subsidiary to such Person, to the extent not already included therein;

(9) an amount equal to the amount of Tax Distributions actually made to any parent of such Person in respect of suchperiod in accordance with clause (12) of the second paragraph under “Description of the Senior Notes—CertainCovenants—Limitation on Restricted Payments” shall be included as though such amounts had been paid asincome taxes directly by such Person for such period;

(10) any non-cash impairment charges or asset write-offs, and the amortization of intangibles arising in each casepursuant to GAAP or the pronouncements of the IASB shall be excluded;

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(11) any non-cash expense realized or resulting from stock option plans, employee benefit plans or post-employmentbenefit plans, grants and sales of stock, stock appreciation or similar rights, stock options or other rights toofficers, directors and employees shall be excluded;

(12) any (a) one-time non-cash compensation charges, (b) the costs and expenses after the Acquisition Date related toemployment of terminated employees, (c) costs or expenses realized in connection with, resulting from or inanticipation of the Transactions or (d) costs or expenses realized in connection with or resulting from stockappreciation or similar rights, stock options or other rights existing on the Acquisition Date of officers, directorsand employees, in each case of such Person or any of its Restricted Subsidiaries, shall be excluded;

(13) accruals and reserves that are established or adjusted as a result of the Transactions (including as a result of theadoption or modification of accounting policies in connection with the Transactions) within 12 months after theAcquisition Date, and that are so required to be established in accordance with GAAP shall be excluded;

(14) solely for purposes of calculating EBITDA, (a) the Net Profit of any Person and its Restricted Subsidiaries shallbe calculated without deducting the income attributable to, or adding the losses attributable to, the minorityequity interests of third parties in any non-wholly owned Restricted Subsidiary except to the extent of dividendsdeclared or paid in respect of such period or any prior period on the shares of Capital Stock of such RestrictedSubsidiary held by such third parties and (b) any ordinary course dividend, distribution or other payment paid incash and received from any Person in excess of amounts included in clause (7) above shall be included;

(15) (a) (i) the non-cash portion of “straight-line” rent expense shall be excluded and (ii) the cash portion of “straight-line” rent expense that exceeds the amount expensed in respect of such rent expense shall be included and(b) non-cash gains, losses, income and expenses resulting from fair value accounting required by the applicablestandard under GAAP shall be excluded;

(16) unrealized gains and losses relating to hedging transactions and mark-to-market of Indebtedness denominated inforeign currencies resulting from the applications of the applicable standard under GAAP shall be excluded; and

(17) solely for the purpose of calculating Restricted Payments, the difference, if positive, of the Consolidated Taxes ofthe Issuer calculated in accordance with GAAP and the actual Consolidated Taxes paid in cash by the Issuerduring any Reference Period shall be included.

Notwithstanding the foregoing, for the purpose of the covenant described under “Description of the Senior Notes—Certain Covenants—Limitation on Restricted Payments” only, there shall be excluded from Consolidated Net Profit anydividends, repayments of loans or advances or other transfers of assets from Unrestricted Subsidiaries of the Issuer or aRestricted Subsidiary of the Issuer to the extent such dividends, repayments or transfers increase the amount of RestrictedPayments permitted under such covenant pursuant to clauses (5) and (6) of the definition of Cumulative Credit containedtherein.

“Consolidated Non-cash Charges” means, with respect to any Person for any period, the aggregate depreciation,amortization and other non-cash expenses including any write-offs or write-downs, amortization of deferred financing feesand amortization of expenses attributable to pending real estate brokerage transactions and property listings, of such Personand its Restricted Subsidiaries reducing Consolidated Net Profit of such Person for such period on a consolidated basis andotherwise determined in accordance with GAAP, but excluding any such charge which consists of or requires an accrual of,or cash reserve for, anticipated cash charges for any future period.

“Consolidated Taxes” means with respect to any Person for any period, provision for taxes based on income, profits orcapital, including, without limitation, state, franchise and similar taxes and any Tax Distributions taken into account incalculating Consolidated Net Profit.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases,dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primaryobligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whetheror not contingent:

(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor;(2) to advance or supply funds:

(a) for the purchase or payment of any such primary obligation, or(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth

or solvency of the primary obligor; or(3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary

obligation of the ability of the primary obligor to make payment of such primary obligation against loss inrespect thereof.

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“Credit Agreements” means the Revolving Credit Facility and the Term Loan Facilities.“Credit Agreement Documents” means the collective reference to any Credit Agreement, any notes issued pursuant

thereto and the guarantees thereof, and the collateral documents relating thereto, as amended, supplemented, restated,renewed, refunded, replaced, restructured, repaid, refinanced or otherwise modified from time to time.

“Currency Agreement” means, in respect of a Person, any foreign exchange contract, currency swap agreement,currency futures contract, currency option contract, currency derivative or other similar agreement to which such Person is aparty or beneficiary.

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.“Designated Non-cash Consideration” means the Fair Market Value of non-cash consideration received by the Issuer

or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cashConsideration pursuant to an Officers’ Certificate, setting forth the basis of such valuation, less the amount of CashEquivalents received in connection with a subsequent sale of such Designated Non-cash Consideration.

“Designated Preferred Stock” means Preferred Stock of the Issuer or any direct or indirect parent of the Issuer (otherthan Disqualified Stock), that is issued for cash (other than to the Issuer or any of its Subsidiaries or an employee stockownership plan or trust established by the Issuer or any of its Subsidiaries) and is so designated as Designated PreferredStock, pursuant to an Officers’ Certificate, on the issuance date thereof.

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms (or by theterms of any security into which it is convertible or for which it is redeemable or exchangeable), or upon the happening ofany event:

(1) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than as a resultof a change of control or asset sale, provided that the relevant asset sale or change of control provisions, taken asa whole, are not materially more disadvantageous to the holders of the Senior Notes than is customary incomparable transactions (as determined in good faith by the Issuer));

(2) is convertible or exchangeable for Indebtedness or Disqualified Stock of such Person; or(3) is redeemable at the option of the holder thereof, in whole or in part (other than solely as a result of a change of

control or asset sale),in each case prior to 91 days after the maturity date of the Senior Notes or the date the Senior Notes are no longeroutstanding; provided, however, that only the portion of Capital Stock which so matures or is mandatorily redeemable, is soconvertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to beDisqualified Stock; provided, further, however, that if such Capital Stock is issued to any employee or to any plan for thebenefit of employees of the Issuer or its Subsidiaries or by any such plan to such employees, such Capital Stock shall notconstitute Disqualified Stock solely because it may be required to be repurchased by the Issuer in order to satisfy applicablestatutory or regulatory obligations or as a result of such employee’s termination, death or disability; provided, further, thatany class of Capital Stock of such Person that by its terms authorizes such Person to satisfy its obligations thereunder bydelivery of Capital Stock that is not Disqualified Stock shall not be deemed to be Disqualified Stock.

“EBITDA” means, with respect to any Person for any period, the Consolidated Net Profit of such Person for suchperiod plus, without duplication, to the extent the same was deducted in calculating Consolidated Net Profit:

(1) Consolidated Taxes; plus(2) Consolidated Interest Expense; plus(3) Consolidated Non-cash Charges; plus(4) business optimization expenses and other restructuring charges, expenses or reserves (which, for the avoidance of

doubt, shall include, without limitation, the effect of retention, systems establishment costs and curtailments ormodifications to pension and post retirement employee benefit plans that result in pension settlement charges);provided that with respect to each business optimization expense or other restructuring charge, expense orreserve, the Issuer shall have delivered to the Trustee an Officers’ Certificate specifying and quantifying suchexpense, charge or reserve and stating that such expense, charge or reserve is a business optimization expense orother restructuring charge or reserve, as the case may be; plus

(5) the amount of management, monitoring, consulting and advisory fees and related expenses paid to the Sponsors(or any accruals relating to such fees and related expenses) during such period pursuant to the terms of theagreements between the Sponsors and the Issuer and its Subsidiaries as described with particularity in the ListingParticulars and as in effect on the Acquisition Date; plus

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(6) all add backs reflected in the financial presentation of “Adjusted EBITDA” in the amounts set forth in and asfurther described in these Listing Particulars, but only to the extent such add backs occurred in the consecutivefour quarter period used in the calculations of Fixed Charge Coverage Ratio, Consolidated Leverage Ratio andSenior Secured Indebtedness Leverage Ratio, as the case may be; plus

(7) refurbishment costs relating to agency offices acquired by the Issuer or any Restricted Subsidiary after theAcquisition Date; plus

(8) any costs or expenses incurred pursuant to any management equity plan or stock option plan or any othermanagement or employee benefit plan or agreement or any stock subscription or shareholder agreement, to theextent that such costs or expenses are funded with cash proceeds contributed to the capital of the Issuer or aSenior Note Guarantor solely to the extent that such net cash proceeds are excluded from the calculation of theCumulative Credit;

less, without duplication,(1) non-cash items increasing Consolidated Net Profit for such period (excluding the recognition of deferred revenue

or any items which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges thatreduced EBITDA in any prior period and any items for which cash was received in a prior period); less

(2) all deductions reflected in the financial presentation of “Adjusted EBITDA” in the amounts set forth in and asfurther described in these Listing Particulars, but only to the extent such deductions occurred in the consecutivefour quarter period used in the calculations of Fixed Charge Coverage Ratio, Consolidated Leverage Ratio andSenior Secured Indebtedness Leverage Ratio, as the case may be.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excludingany debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means any public or private sale after the Issue Date of ordinary shares or Preferred Stock of theIssuer or any direct or indirect parent of the Issuer, as applicable (other than Disqualified Stock), other than:

(1) public offerings with respect to the Issuer’s or such direct or indirect parent’s ordinary shares registered on FormS-8;

(2) issuances to any Subsidiary of the Issuer; and(3) any such public or private sale that constitutes an Excluded Contribution.“Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear Clearance System or any successor

securities clearing agency.“European Government Obligations” means any security that is (1) a direct obligation of the United Kingdom or any

country that is a member of the European Monetary Union on the date of the Senior Indenture, for the payment of which thefull faith and credit of such country is pledged or (2) an obligation of a person controlled or supervised by and acting as anagency or instrumentality of any such country the payment of which is unconditionally guaranteed as a full faith and creditobligation by such country, which, in either case under the preceding clause (1) or (2), is not callable or redeemable at theoption of the issuer thereof.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SECpromulgated thereunder.

“Excluded Contributions” means the Cash Equivalents or other assets (valued at their Fair Market Value as determinedin good faith by senior management or the Board of Directors of the Issuer) received by the Issuer after the Issue Date from:

(1) contributions to its common equity capital and(2) the sale (other than to a Subsidiary of the Issuer or to any Subsidiary management equity plan or stock option

plan or any other management or employee benefit plan or agreement) of Capital Stock (other than DisqualifiedStock and Designated Preferred Stock) of the Issuer,

in each case designated as Excluded Contributions pursuant to an Officers’ Certificate executed by an Officer of the Issuer onor promptly after the date such capital contributions are made or the date such Capital Stock is sold, as the case may be.

“Fair Market Value” means, with respect to any asset or property, the price that could be negotiated in an arm’s length,free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under unduepressure or compulsion to complete the transaction (as determined in good faith by the Issuer except as otherwise provided inthe Senior Indenture).

“First Priority Lien Obligations” means (i) all Secured Bank Indebtedness, (ii) all other Obligations (not constitutingIndebtedness) of the Issuer and its Restricted Subsidiaries under the agreements governing such Secured Bank Indebtedness,(iii) all Obligations of the Issuer in respect of the Senior Secured Notes and the Senior Secured Note Guarantees and (iv) all

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other Obligations of the Issuer or any of its Restricted Subsidiaries in respect of Hedging Obligations not for speculativepurposes with respect to Indebtedness described in clauses (i), (ii) or (iii) of this definition.

“Fixed Charge Coverage Ratio” means, with respect to any Person for any period, the ratio of EBITDA of such Personfor such period to the Fixed Charges of such Person for such period. In the event that the Issuer or any of its RestrictedSubsidiaries Incurs, repays, repurchases or redeems any Indebtedness (other than in the case of revolving credit borrowingsor revolving advances in which case interest expense shall be computed based upon the average daily balance of suchIndebtedness during the applicable period) or issues, repurchases or redeems Disqualified Stock or Preferred Stocksubsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior tothe event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the FixedCharge Coverage Ratio shall be calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemptionof Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or Preferred Stock, as if the same hadoccurred at the beginning of the applicable four-quarter period; provided, however, that the pro forma calculation ofConsolidated Interest Expense shall not give effect to (a) any Indebtedness, Disqualified Stock or Preferred Stock Incurred orissued on the date of determination pursuant to the second paragraph of the covenant described under “Description of theSenior Notes—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified and PreferredStock” and (b) the repayment, repurchase or redemption of any Indebtedness, Disqualified Stock or Preferred Stock to theextent such repayment, repurchase or redemption results from the proceeds of Indebtedness, Disqualified Stock or PreferredStock Incurred or issued pursuant to the second paragraph of the covenant described under “Description of the SeniorNotes—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified and Preferred Stock”.

For purposes of making the computation referred to above, Investments, acquisitions (including the Transactions),dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP),in each case with respect to an operating unit of a business, and any operational changes that the Issuer or any of itsRestricted Subsidiaries has determined to make and/or made during the four-quarter reference period or subsequent to suchreference period and on or prior to or simultaneously with the Calculation Date (each, for purposes of this definition, a “proforma event”) shall be calculated on a pro forma basis assuming that all such Investments, acquisitions (including theTransactions), dispositions, mergers, amalgamations, consolidations, discontinued operations and operational changes (andthe change of any associated Fixed Charges (calculated in accordance with the proviso in the prior paragraph) and the changein EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning ofsuch period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or anyRestricted Subsidiary since the beginning of such period shall have made any Investment, acquisition, disposition, merger,amalgamation, consolidation, discontinued operation or operational change, in each case with respect to an operating unit of abusiness, that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall becalculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, discontinuedoperation, merger, consolidation or operational change had occurred at the beginning of the applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to any pro forma event, the pro formacalculations shall be made in good faith by a responsible financial or accounting officer of the Issuer. Any such pro formacalculation may include adjustments appropriate, in the reasonable good faith determination of the Issuer as set forth in anOfficers’ Certificate, to reflect operating expense reductions and other operating improvements or synergies reasonablyexpected to result from the applicable pro forma event (including, to the extent applicable, from the Transactions).

If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on suchIndebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entireperiod (taking into account any Hedging Obligations applicable to such Indebtedness if such Hedging Obligation has aremaining term in excess of 12 months). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interestrate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit insuch Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above,interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based uponthe average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally bedetermined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or otherrate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosenas the Issuer may designate.

“Fixed Charges” means, with respect to any Person for any period, the sum, without duplication, of:(1) Consolidated Interest Expense of such Person for such period and(2) all cash dividend payments (excluding items eliminated in consolidation) on any series of Preferred Stock or

Disqualified Stock of such Person and its Restricted Subsidiaries.“GAAP” means the International Financial Reporting Standards (“IFRS”) as in effect (except as otherwise provided in

the Senior Indenture) on the Issue Date. Except as otherwise expressly provided in the Senior Indenture, all ratios and

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calculations based on GAAP contained in the Senior Indenture shall be computed in conformity with GAAP. At any timeafter the Issue Date, the Issuer may elect to apply generally accepted accounting principles in the United States (“U.S.GAAP”) in lieu of GAAP and, upon any such election, references herein to GAAP shall thereafter be construed to mean U.S.GAAP as in effect (except as otherwise provided in the Senior Indenture) on the date of such election; provided that any suchelection, once made, shall be irrevocable and that, upon first reporting its fiscal year results under U.S. GAAP it shall restateits financial statements on the basis of U.S. GAAP for the fiscal year ending immediately prior to the first fiscal year forwhich financial statements have been prepared on the basis of U.S. GAAP. The Issuer shall give notice of any such electionto the Trustee and the senior noteholders.

“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinarycourse of business), direct or indirect, in any manner (including, without limitation, letters of credit and reimbursementagreements in respect thereof), of all or any part of any Indebtedness or other obligations.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under:(1) currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity

cap agreements and currency exchange, interest rate or commodity collar agreements; and(2) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange,

interest rates or commodity prices.“holder, “Holder” or “senior noteholder” means the Person in whose name a Senior Note is registered on the

Registrar’s books.“Holdings” means Castle HoldCo 3, Ltd., a company incorporated in the Cayman Islands with registered number WK-

182044.“IASB” means the International Accounting Standards Board and any other organization or agency that shall issue

pronouncements regarding the application of GAAP.“Implementation Agreement” means the Implementation Agreement dated March 2, 2007 between the Company and

the Issuer governing the terms of the Acquisition.“Incur” means issue, assume, guarantee, incur or otherwise become liable for; provided, however, that any

Indebtedness or Capital Stock of a Person existing at the time such person becomes a Subsidiary (whether by merger,amalgamation, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomesa Subsidiary.

“Indebtedness” means, with respect to any Person (without duplication):(1) the principal and premium (if any) of any indebtedness of such Person, whether or not contingent, (a) in respect

of borrowed money, (b) evidenced by bonds, notes, debentures or similar instruments or letters of credit orbankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof), (c) representing thedeferred and unpaid purchase price of any property (except any such balance that (i) constitutes a trade payableor similar obligation to a trade creditor Incurred in the ordinary course of business and (ii) any earn-outobligations until such obligation becomes a liability on the balance sheet of such Person in accordance withGAAP), (d) in respect of Capitalized Lease Obligations or (e) representing any Hedging Obligations, if and to theextent that any of the foregoing indebtedness (other than letters of credit and Hedging Obligations) would appearas a liability on a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance withGAAP;

(2) to the extent not otherwise included, any obligation of such Person to be liable for, or to pay, as obligor,guarantor or otherwise, on the obligations referred to in clause (1) of another Person (other than by endorsementof negotiable instruments for collection in the ordinary course of business);

(3) to the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset owned bysuch Person (whether or not such Indebtedness is assumed by such Person); provided, however, that the amountof such Indebtedness will be the lesser of: (a) the Fair Market Value of such asset at such date of determinationand (b) the amount of such Indebtedness of such other Person; and

(4) to the extent not otherwise included, with respect to the Issuer and its Restricted Subsidiaries, the amount thenoutstanding (i.e., advanced, and received by, and available for use by, the Issuer or any of its RestrictedSubsidiaries) under any Receivables Financing (as set forth in the books and records of the Issuer or anyRestricted Subsidiary and confirmed by the agent, trustee or other representative of the institution or groupproviding such Receivables Financing) where there is recourse to the Issuer or its Restricted Subsidiaries (as thatterm is understood in the context of recourse and non-recourse receivable financings);

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provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (1) ContingentObligations Incurred in the ordinary course of business and not in respect of borrowed money; (2) deferred or prepaidrevenues or marketing fees; (3) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfywarranty or other unperformed obligations of the respective seller; (4) Obligations under or in respect of QualifiedReceivables Financing; (5) obligations under the Acquisition Documents; (6) Subordinated Shareholder Funding,(7) obligations to make payments in respect of client moneys and deposits held by the Issuer and any of its RestrictedSubsidiaries in the ordinary course of business and other deposits held pursuant to regulatory requirements or (8) obligationsto make payments to third party insurance underwriters in respect of premiums collected by the Issuer or any of its RestrictedSubsidiaries in the ordinary course of business.

Notwithstanding anything in the Senior Indenture to the contrary, Indebtedness shall not include, and shall becalculated without giving effect to, the effects of Statement of Financial Accounting Standards No. 133 and relatedinterpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purposeunder the Senior Indenture as a result of accounting for any embedded derivatives created by the terms of such Indebtedness;and any such amounts that would have constituted Indebtedness under the Senior Indenture but for the application of thissentence shall not be deemed an Incurrence of Indebtedness under the Senior Indenture.

“Independent Financial Advisor” means an accounting, appraisal or investment banking firm or consultant, in eachcase of nationally recognized standing, that is, in the good faith determination of the Issuer, qualified to perform the task forwhich it has been engaged.

“Initial Senior Note Guarantor” means the Company, Countrywide Property Lawyers Limited, Balanus Ltd.,Countrywide Estate Agents FS Ltd., Slater Hogg Mortgages Ltd., Countrywide Estate Agents, Countrywide Franchising Ltd.,Securemove Property Services 2005 Ltd., Countrywide Surveyors Ltd. and Countrywide Estate Agents (South) Limited;provided that upon the release or discharge of such Person from its Senior Note Guarantee in accordance with the SeniorIndenture, such Person ceases to be a Senior Note Guarantor unless such Person is required to provide a guarantee under thecovenant described under “Description of the Senior Notes—Certain Covenants—Future Senior Note Guarantors.”

“Intercreditor Agreement” means the intercreditor agreement dated on or about the Issue Date among Holdings, theIssuer, the financial institutions party thereto, the Security Agent, the agent for the Revolving Credit Facility, the trusteeunder the indenture governing the Senior Secured Notes and the Trustee, as it may be amended from time to time inaccordance with the Senior Indenture.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (orthe equivalent) by S&P, or an equivalent rating by any other Rating Agency.

“Investment Grade Securities” means:(1) securities issued or directly and fully guaranteed or insured by the U.S., U.K. Canadian or Japanese government

or any member state of the European Monetary Union or any agency or instrumentality thereof (other than CashEquivalents);

(2) securities that have a rating equal to or higher than Baa3 (or equivalent) by Moody’s or BBB- (or equivalent) byS&P, or an equivalent rating by any other Rating Agency, but excluding any debt securities or loans or advancesbetween and among the Issuer and its Subsidiaries;

(3) investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) whichfund may also hold immaterial amounts of cash pending investment and/or distribution; and

(4) corresponding instruments in countries other than the United Kingdom customarily utilized for high qualityinvestments and in each case with maturities not exceeding two years from the date of acquisition.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates)in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit,security deposits, client moneys and deposits held by the Issuer and any of its Restricted Subsidiaries in the ordinary courseof business and other deposits held pursuant to regulatory requirements, insurance premiums held in deposit accounts in theordinary course of business, advances to customers, suppliers or franchisees in the ordinary course of business andcommission, travel and similar advances to officers, employees and consultants made in the ordinary course of business),purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any otherPerson and investments that are required by GAAP to be classified on the balance sheet of the Issuer in the same manner asthe other investments included in this definition to the extent such transactions involve the transfer of cash or other property.For purposes of the definition of “Unrestricted Subsidiary” and the covenant described under “Description of the SeniorNotes—Certain Covenants—Limitation on Restricted Payments:”

(1) “Investments” shall include the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of theFair Market Value of the net assets of a Subsidiary of the Issuer at the time that such Subsidiary is designated an

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Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a RestrictedSubsidiary, the Issuer shall be deemed to continue to have a permanent “Investment” in an UnrestrictedSubsidiary equal to an amount (if positive) equal to:

(a) the Issuer’s “Investment” in such Subsidiary at the time of such redesignation; less(b) the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the Fair Market Value of

the net assets of such Subsidiary at the time of such redesignation; and(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time

of such transfer, in each case as determined in good faith by the Board of Directors of the Issuer.“Issue Date” means the date on which the Senior Notes are originally issued.“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or similar encumbrance of

any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including anyconditional sale or other title retention agreement, any lease in the nature thereof, any other agreement to give a securityinterest and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalentstatutes) of any jurisdiction); provided that in no event shall an operating lease be deemed to constitute a Lien.

“Management Group” means the group consisting of the directors, executive officers and other management personnelof the Issuer or any direct or indirect parent of the Issuer, as the case may be, on the Issue Date together with (1) any newdirectors whose election by such boards of directors or whose nomination for election by the shareholders of the Issuer or anydirect or indirect parent of the Issuer, as applicable, was approved by a vote of a majority of the directors of the Issuer or anydirect or indirect parent of the Issuer, as applicable, then still in office who were either directors on the Issue Date or whoseelection or nomination was previously so approved and (2) executive officers and other management personnel of the Issueror any direct or indirect parent of the Issuer, as applicable, hired at a time when the directors on the Issue Date together withthe directors so approved constituted a majority of the directors of the Issuer or any direct or indirect parent of the Issuer, asapplicable.

“Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.“Net Proceeds” means the aggregate cash proceeds received by the Issuer or any of its Restricted Subsidiaries in

respect of any Asset Sale (including, without limitation, any cash received in respect of or upon the sale or other dispositionof any Designated Non-cash Consideration received in any Asset Sale and any cash payments received by way of deferredpayment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excludingthe assumption by the acquiring person of Indebtedness relating to the disposed assets or other consideration received in anyother non-cash form), net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration (including, without limitation, legal, accounting and investment banking fees, and brokerage and salescommissions), any relocation expenses Incurred as a result thereof, taxes paid or payable as a result thereof (after taking intoaccount any available tax credits or deductions and any tax sharing arrangements related thereto), amounts required to beapplied to the repayment of principal, premium (if any) and interest on Indebtedness required (other than pursuant to thesecond paragraph of the covenant described under “Description of the Senior Notes—Certain Covenants—Asset Sales”) tobe paid as a result of such transaction and any deduction of appropriate amounts to be provided by the Issuer as a reserve inaccordance with GAAP against any liabilities associated with the asset disposed in such transaction and retained by the Issuerafter such sale or other disposition thereof, including, without limitation, pension and other post-employment benefitliabilities and liabilities related to environmental matters or against any indemnification obligations associated with suchtransaction.

“Net Profit” means, with respect to any Person, the Net Profit (loss) of such Person, determined in accordance withGAAP and before any reduction in respect of Preferred Stock dividends.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements (including, withoutlimitation, reimbursement obligations with respect to letters of credit and bankers’ acceptances), damages and other liabilitiespayable under the documentation governing any Indebtedness; provided that Obligations with respect to the Senior Notesshall not include fees or indemnifications in favor of the Trustee and other third parties other than the holders of the SeniorNotes.

“Listing Particulars” mean the Listing Particulars dated August 29, 2007, with respect to the Senior Notes.“Officer” of any Person means the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President,

any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of such Person or anyother person that the board of directors of such person shall designate for such purpose.

“Officers’ Certificate” means a certificate signed on behalf of the Issuer by two Officers of the Issuer or of a Subsidiaryor parent of the Issuer that is designated by the Issuer, one of whom must be the principal executive officer, the principal

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financial officer, the treasurer, the principal accounting officer or similar position of the Issuer or such Subsidiary or parentthat meets the requirements set forth in the Senior Indenture.

“Opinion of Counsel” means a written opinion addressed to the Trustee from legal counsel who is acceptable to theTrustee (acting reasonably). The counsel may be an employee of or counsel to the Issuer or the Trustee.

“Pari Passu Indebtedness” means:(1) with respect to the Issuer, the Senior Notes and any Indebtedness that ranks pari passu in right of payment with

the Senior Notes (other than First Priority Lien Obligations); and(2) with respect to any Senior Note Guarantor, its Senior Note Guarantee and any Indebtedness that ranks pari passu

in right of payment with such Senior Note Guarantor’s Senior Note Guarantee (other than First Priority LienObligations).

“Permitted Collateral Liens” means (x) Liens on the Collateral that are described in one or more of clauses (1) through(5), (7), (8), (9), (13), (14), (19), (22) through (24), (27) and (29) of the definition of “Permitted Liens” and that, in each case,would not materially interfere with the ability of the Security Agent to enforce the Security Interest in the Collateral;(y) Liens on the Collateral to secure Indebtedness of the Issuer or a Restricted Subsidiary that is permitted to be Incurredunder the first paragraph and clauses (a), (b)(ii), (j) (to the extent such Hedging Obligations relate to the foregoing), (l) (to theextent such guarantee is in respect of Indebtedness otherwise permitted to be secured and specified in this definition ofPermitted Collateral Liens), and (m) (if the original Indebtedness was so secured) of the second paragraph of the covenantdescribed under “Description of the Senior Notes—Certain Covenants—Limitation on Incurrence of Indebtedness andIssuance of Disqualified and Preferred Stock” and any Refinancing Indebtedness in respect of such Indebtedness; provided,however, that such Lien ranks either (a) equal to all other Liens on such Collateral securing Indebtedness (other than theSenior Notes, any Additional Notes and Refinancing Indebtedness in respect of such Indebtedness) and such Lien secures anaggregate principal amount of First Priority Lien Obligations (other than Hedging Obligations) not to exceed the greater of(x) the aggregate amount of Indebtedness permitted to be Incurred pursuant to clause (a) and clause (b)(ii) of the secondparagraph of the covenant described under “Description of the Senior Notes—Certain Covenants—Limitation on Incurrenceof Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and (y) the maximum principal amount ofIndebtedness that, as of the date such Indebtedness was Incurred, and after giving effect to the Incurrence of suchIndebtedness and the application of proceeds therefrom on such date, would not cause the Senior Secured IndebtednessLeverage Ratio of the Issuer to exceed 4.25 to 1.00, (b) equal to all other Liens securing the Senior Notes, any AdditionalSenior Notes and Refinancing Indebtedness in respect of such Indebtedness, if the Lien secures Senior Indebtedness notreferred to in clause (a) above or (c) junior to the Liens securing the Senior Notes, the Senior Note Guarantees, anyAdditional Notes and Refinancing Indebtedness in respect of such Indebtedness, if the Lien secures SubordinatedIndebtedness of the Issuer or the relevant Senior Note Guarantor and (z) Liens on the Collateral to secure the Senior Notesand any Additional Senior Notes, provided that all assets and properties that secure the Additional Senior Notes secure theSenior Notes. Permitted Collateral Liens shall include any extension, renewal or replacement, in whole or in part, of any Liendescribed in the immediately preceding sentence; provided that any such extension, renewal or replacement will be no morerestrictive in any material respect than the Lien so extended, renewed or replaced and will not extend in any material respectto any additional property or assets.

“Permitted Holders” means, at any time, each of (i) the Sponsors and (ii) the Management Group. Any Person or groupwhose acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer ismade in accordance with the requirements of the Senior Indenture will thereafter, together with its Affiliates, constitute anadditional Permitted Holder.

“Permitted Investments” means:(1) any Investment in the Issuer or any Restricted Subsidiary;(2) any Investment in Cash Equivalents or Investment Grade Securities;(3) any Investment by the Issuer or any Restricted Subsidiary of the Issuer in a Person if as a result of such

Investment (a) such Person becomes a Restricted Subsidiary of the Issuer, or (b) such Person, in one transactionor a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveysall or substantially all of its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary of the Issuer;

(4) any Investment in securities or other assets not constituting Cash Equivalents and received in connection with anAsset Sale made pursuant to the provisions of “Description of the Senior Notes—Certain Covenants—AssetSales” or any other disposition of assets not constituting an Asset Sale;

(5) any Investment existing on, or made pursuant to binding commitments existing on, the Acquisition Date or anInvestment consisting of any extension, modification or renewal of any Investment existing on the Acquisition

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Date; provided that the amount of any such Investment only may be increased as required by the terms of suchInvestment as in existence on the Acquisition Date;

(6) advances to officers, directors or employees, taken together with all other advances made pursuant to thisclause (6), not to exceed £7.5 million at any one time outstanding;

(7) any Investment acquired by the Issuer or any of its Restricted Subsidiaries (a) in exchange for any otherInvestment or accounts receivable held by the Issuer or any such Restricted Subsidiary in connection with or as aresult of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment oraccounts receivable, (b) as a result of a foreclosure by the Issuer or any of its Restricted Subsidiaries with respectto any secured Investment or other transfer of title with respect to any secured Investment in default or (c) as aresult of the settlement, compromise or resolution of litigation, arbitration or other disputes with Persons who arenot Affiliates;

(8) Hedging Obligations permitted under clause (j) of the second paragraph of the covenant described under“Description of the Senior Notes—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuanceof Disqualified Stock and Preferred Stock;”

(9) any Investment by the Issuer or any of its Restricted Subsidiaries in a Similar Business having an aggregate FairMarket Value, taken together with all other Investments made pursuant to this clause (9) that are at that timeoutstanding (after giving effect to the sale or other transfer of an Unrestricted Subsidiary to the extent theproceeds of such sale received by the Issuer and its Restricted Subsidiaries consists of cash and CashEquivalents), not to exceed £75.0 million at the time of such Investment (with the Fair Market Value of eachInvestment being measured at the time made and without giving effect to subsequent changes in value);provided, however, that if any Investment pursuant to this clause (9) is made in any Person that is not a RestrictedSubsidiary of the Issuer at the date of the making of such Investment and such Person becomes a RestrictedSubsidiary of the Issuer after such date, such Investment shall thereafter be deemed to have been made pursuantto clause (1) above and shall cease to have been made pursuant to this clause (9) for so long as such Personcontinues to be a Restricted Subsidiary;

(10) additional Investments by the Issuer or any of its Restricted Subsidiaries having an aggregate Fair Market Value,taken together with all other Investments made pursuant to this clause (10) that are at that time outstanding (aftergiving effect to the sale or other transfer of an Unrestricted Subsidiary to the extent the proceeds of such salereceived by the Issuer and its Restricted Subsidiaries consists of cash and Cash Equivalents), not to exceed£42.5 million at the time of such Investment (with the Fair Market Value of each Investment being measured atthe time made and without giving effect to subsequent changes in value); provided, however, that if anyInvestment pursuant to this clause (10) is made in any Person that is not a Restricted Subsidiary of the Issuer atthe date of the making of such Investment and such Person becomes a Restricted Subsidiary of the Issuer aftersuch date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shallcease to have been made pursuant to this clause (10) for so long as such Person continues to be a RestrictedSubsidiary;

(11) loans and advances to officers, directors or employees for business-related travel expenses, moving expenses andother similar expenses, in each case Incurred in the ordinary course of business or consistent with past practice orto fund such person’s purchase of Equity Interests of the Issuer or any direct or indirect parent of the Issuer;

(12) Investments the payment for which consists of Equity Interests or Subordinated Shareholder Funding of theIssuer (other than Disqualified Stock) or any direct or indirect parent of the Issuer, as applicable; provided,however, that such Equity Interests will not increase the amount available for Restricted Payments under clauses(2) and (3) of the definition of Cumulative Credit contained in “Description of the Senior Notes—CertainCovenants—Limitation on Restricted Payments;”

(13) any transaction to the extent it constitutes an Investment that is permitted by and made in accordance with theprovisions of the second paragraph of the covenant described under “Description of the Senior Notes—CertainCovenants—Transactions with Affiliates” (except transactions described in clauses (2), (6), (7) and (11)(b) ofsuch paragraph);

(14) Investments consisting of the licensing or contribution of intellectual property pursuant to joint marketingarrangements with other Persons;

(15) guarantees issued in accordance with the covenants described under “Description of the Senior Notes—CertainCovenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”and “Description of the Senior Notes—Certain Covenants—Future Senior Note Guarantors;”

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(16) Investments consisting of or to finance purchases and acquisitions of inventory, supplies, materials, services orequipment or purchases of contract rights or licenses or leases of intellectual property;

(17) any Investment in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any other Personin connection with a Qualified Receivables Financing, including Investments of funds held in accounts permittedor required by the arrangements governing such Qualified Receivables Financing or any related Indebtedness;provided, however, that any Investment in a Receivables Subsidiary is in the form of a Purchase Money Note,contribution of additional receivables or an equity interest;

(18) any Investment in an entity or purchase of a business or assets in each case owned (or previously owned) by acustomer of a Restricted Subsidiary as a condition or in connection with such customer (or any member of suchcustomer’s group) contracting with a Restricted Subsidiary, in each case in the ordinary course of business;

(19) any Investment in an entity which is not a Restricted Subsidiary to which a Restricted Subsidiary sells accountsreceivable pursuant to a Receivables Financing;

(20) Investments of a Restricted Subsidiary of the Issuer acquired after the Acquisition Date or of an entity mergedinto, amalgamated with, or consolidated with the Issuer or a Restricted Subsidiary of the Issuer in a transactionthat is not prohibited by the covenant described under “Description of the Senior Notes—Merger, Amalgamation,Consolidation or Sale of All or Substantially All Assets” after the Acquisition Date to the extent that suchInvestments were not made in contemplation of such acquisition, merger, amalgamation or consolidation andwere in existence on the date of such acquisition, merger, amalgamation or consolidation;

(21) guarantees by the Issuer or any of its Restricted Subsidiaries of operating leases (other than Capitalized LeaseObligations), trademarks, licenses, purchase agreements or of other obligations that do not constituteIndebtedness, in each case entered into by the Issuer or any Restricted Subsidiary in the ordinary course ofbusiness consistent with past practice; and

(22) any Investment in Winward Insurance PCC Limited or another protected cell captive necessary to provide capitalin respect of potential insurance claims arising out of the Issuer’s and its Restricted Subsidiaries’ business or aSimilar Business, but only to the extent and in amounts necessary to satisfy regulatory requirements, in anaggregate amount not to exceed £5.0 million.

“Permitted Liens” means, with respect to any Person:(1) pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or

similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the paymentof Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations ofsuch Person or deposits of cash or U.K. government bonds to secure surety or appeal bonds to which such Personis a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each caseIncurred in the ordinary course of business;

(2) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yetdue or being contested in good faith by appropriate proceedings or other Liens arising out of judgments orawards against such Person with respect to which such Person shall then be proceeding with an appeal or otherproceedings for review;

(3) Liens for taxes, assessments or other governmental charges not yet due or payable or subject to penalties fornonpayment or which are being contested in good faith by appropriate proceedings;

(4) Liens (i) required by any regulatory or government authority or (ii) in favor of issuers of performance and suretybonds or bid bonds or letters of credit issued pursuant to the request of and for the account of such Person in theordinary course of its business;

(5) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses,rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or otherrestrictions as to the use of real properties or Liens incidental to the conduct of the business of such Person or tothe ownership of its properties Incurred in the ordinary course of business and title defects or irregularities thatare of a minor nature and which do not in the aggregate materially adversely affect the value of said properties ormaterially impair their use in the operation of the business of such Person;

(6) (i) Liens on assets of a Restricted Subsidiary that is not a Senior Note Guarantor securing Indebtedness of suchRestricted Subsidiary permitted to be Incurred pursuant to the covenant described under “Description of theSenior Notes—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stockand Preferred Stock,” (ii) Liens securing an aggregate principal amount of First Priority Lien Obligations not toexceed the greater of (x) the aggregate amount of Indebtedness permitted to be Incurred pursuant to clause (a)and clause (b)(ii) of the second paragraph of the covenant described under “Description of the Senior Notes—

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Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and PreferredStock” and (y) the maximum principal amount of Indebtedness that, as of the date such Indebtedness wasIncurred, and after giving effect to the Incurrence of such Indebtedness and the application of proceeds therefromon such date, would not cause the Senior Secured Indebtedness Leverage Ratio of the Issuer to exceed 4.25 to1.00 and (iii) Liens securing Indebtedness permitted to be Incurred pursuant to clause (d) of the second paragraphof the covenant described under “Description of the Senior Notes—Certain Covenants—Limitation onIncurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;”

(7) Liens existing on the Acquisition Date excluding Liens securing the Revolving Credit Facility, the SeniorSecured Notes or the Senior Notes;

(8) Liens on assets, property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided,however, that such Liens are not created or Incurred in connection with, or in contemplation of, such otherPerson becoming such a Subsidiary; provided, further, however, that such Liens may not extend to any otherproperty owned by the Issuer or any Restricted Subsidiary of the Issuer;

(9) Liens on assets or property at the time the Issuer or a Restricted Subsidiary of the Issuer acquired the assets orproperty, including any acquisition by means of a merger, amalgamation or consolidation with or into the Issueror any Restricted Subsidiary of the Issuer; provided, however, that such Liens are not created or Incurred inconnection with, or in contemplation of, such acquisition; provided, further, however, that the Liens may notextend to any other property owned by the Issuer or any Restricted Subsidiary of the Issuer;

(10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Issuer or anotherRestricted Subsidiary of the Issuer permitted to be Incurred in accordance with the covenant described under“Description of the Senior Notes—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuanceof Disqualified Stock and Preferred Stock;”

(11) Restrictions or Liens with respect to insurance premiums collected by the Issuer and its Restricted Subsidiaries inthe ordinary course of business;

(12) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’sobligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate thepurchase, shipment or storage of such inventory or other goods;

(13) leases and subleases of real property which do not materially interfere with the ordinary conduct of the businessof the Issuer or any of its Restricted Subsidiaries;

(14) Liens on assets or property of the Issuer or any Restricted Subsidiary securing the Senior Notes or any SeniorNote Guarantees;

(15) Liens in favor of the Issuer or any Senior Note Guarantor;(16) Liens on accounts receivable and related assets of the type specified in the definition of “Receivables Financing”

Incurred in connection with a Qualified Receivables Financing;(17) deposits made in the ordinary course of business to secure liability to insurance carriers;(18) Liens on the Equity Interests of Unrestricted Subsidiaries and on the Equity Interests of joint ventures securing

obligations of such joint ventures;(19) grants of software and other technology licenses in the ordinary course of business;(20) Liens (other than Permitted Collateral Liens) to secure any refinancing, refunding, extension, renewal or

replacement (or successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in part,of any Indebtedness secured by any Lien referred to in clauses (6), (7), (8), (9), (10), (15) and (20); provided,however, that (x) such new Lien shall be limited to all or part of the same property that secured the original Lien(plus improvements on such property) and (y) the Indebtedness secured by such Lien at such time is notincreased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committedamount of the Indebtedness described under clauses (6), (7), (8), (9), (10), (15) and (20) at the time the originalLien became a Permitted Lien under the Senior Indenture and (B) an amount necessary to pay any fees andexpenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;provided further, however, that in the case of any Liens to secure any refinancing, refunding, extension orrenewal of Indebtedness secured by a Lien referred to in clause (6)(ii), the principal amount of any IndebtednessIncurred for such refinancing, refunding, extension or renewal shall be deemed secured by a Lien under clause(6)(ii) and not this clause (20) for purposes of determining the principal amount of Indebtedness outstandingunder clause (6)(ii), and for purposes of the definition of Secured Bank Indebtedness;

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(21) Liens on equipment of the Issuer or any Restricted Subsidiary granted in the ordinary course of business to theIssuer’s or such Restricted Subsidiary’s client at which such equipment is located;

(22) judgment and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associatedrights related to litigation being contested in good faith by appropriate proceedings and for which adequatereserves have been made;

(23) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goodsentered into in the ordinary course of business;

(24) Liens arising by virtue of any statutory or common law provisions relating to banker’s liens, rights of set-off orsimilar rights and remedies as to deposit accounts or other funds maintained with a depository or financialinstitution;

(25) any interest or title of a lessor under any Capitalized Lease Obligation;(26) any encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of any joint

venture or similar arrangement pursuant to any joint venture or similar agreement;(27) Liens Incurred to secure cash management services or to implement cash pooling arrangements in the ordinary

course of business;(28) other Liens securing obligations Incurred in the ordinary course of business which obligations do not exceed

£10.0 million at any one time outstanding;(29) Restrictions or Liens with respect to client moneys and deposits held by the Issuer and any of its Restricted

Subsidiaries in the ordinary course of business and other deposits held pursuant to regulatory requirements;(30) Liens on securities that are the subject of repurchase agreements constituting Cash Equivalents; and(31) Liens securing Hedging Obligations not Incurred in violation of the Senior Indenture; provided that with respect

to Hedging Obligations relating to Indebtedness, such Lien extends only to the property securing suchIndebtedness;

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any otherentity.

“Preferred Stock” means any Equity Interest with preferential right of payment of dividends or upon liquidation,dissolution, or winding-up.

“Public Debt” means any Indebtedness consisting of bonds, debentures, notes or other similar debt securities issued in(a) a public offering registered under the Securities Act or (b) a private placement to institutional investors that isunderwritten for resale in accordance with Rule 144A or Regulation S of such Act, whether or not it includes registrationrights entitling the holders of such debt securities to registration thereof with the SEC. The term “Public Debt” (i) shall notinclude the Senior Notes (or any Additional Senior Notes) and (ii) for the avoidance of doubt, shall not be construed toinclude any Indebtedness issued to institutional investors in a direct placement of such Indebtedness that is not underwrittenby an intermediary (it being understood that, without limiting the foregoing, a financing that is distributed to not more thanten Persons (provided that multiple managed accounts and affiliates of any such Persons shall be treated as one Person for thepurposes of this definition) shall be deemed not to be underwritten), or any commercial bank or similar Indebtedness,Capitalized Lease Obligation or recourse transfer of any financial asset or any other type of Indebtedness Incurred in amanner not customarily viewed as a “securities offering.”

“Purchase Money Note” means a promissory note of a Receivables Subsidiary evidencing a line of credit, which maybe irrevocable, from the Issuer or any Subsidiary of the Issuer to a Receivables Subsidiary in connection with a QualifiedReceivables Financing, which note is intended to finance that portion of the purchase price that is not paid by cash or acontribution of equity.

“Qualified Receivables Financing” means any Receivables Financing that meets the following conditions:(1) the Board of Directors of the Issuer shall have determined in good faith that such Qualified Receivables

Financing (including financing terms, covenants, termination events and other provisions) is in the aggregateeconomically fair and reasonable to the Issuer or, as the case may be, the Subsidiary in question;

(2) all sales of accounts receivable and related assets are made at Fair Market Value; and(3) the financing terms, covenants, termination events and other provisions thereof shall be market terms (as

determined in good faith by the Issuer) and may include Standard Securitization Undertakings.

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The grant of a security interest in any accounts receivable of the Issuer or any of its Subsidiaries (other than aReceivables Subsidiary or the Subsidiary undertaking such Receivables Financing) to secure Indebtedness under any CreditAgreement, Indebtedness in respect of the Senior Notes or any Refinancing Indebtedness with respect to the Senior Notesshall not be deemed a Qualified Receivables Financing.

“Rating Agency” means (1) each of Moody’s and S&P and (2) if Moody’s or S&P ceases to rate the Senior Notes forreasons outside of the Issuer’s control, a “nationally recognized statistical rating organization” within the meaning ofRule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Issuer or any direct or indirect parent of the Issuer as areplacement agency for Moody’s or S&P, as the case may be.

“Receivables Fees” means distributions or payments made directly or by means of discounts with respect to anyparticipation interests issued or sold in connection with, and all other fees paid to a Person that is not a Restricted Subsidiaryin connection with, any Receivables Financing.

“Receivables Financing” means any transaction or series of transactions that may be entered into by the Issuer or anyof its Subsidiaries pursuant to which the Issuer or any of its Subsidiaries may sell, convey or otherwise transfer to (a) aReceivables Subsidiary or (b) any other Person, or may grant a security interest in, any accounts receivable (whether nowexisting or arising in the future) of the Issuer or any of its Subsidiaries, and any assets related thereto including, withoutlimitation, all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect ofsuch accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or inrespect of which security interests are customarily granted in connection with asset securitization transactions involvingaccounts receivable and any Hedging Obligations entered into by the Issuer or any such Subsidiary in connection with suchaccounts receivable.

“Receivables Repurchase Obligation” means any obligation of a seller of receivables in a Qualified ReceivablesFinancing to repurchase receivables arising as a result of a breach of a representation, warranty or covenant or otherwise,including as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, off-set orcounterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to theseller.

“Receivables Subsidiary” means a Wholly Owned Subsidiary of the Issuer (or another Person formed for the purposesof engaging in Qualified Receivables Financing with the Issuer in which the Issuer or any Subsidiary of the Issuer makes anInvestment and to which the Issuer or any Restricted Subsidiary of the Issuer transfers accounts receivable and related assets)that engages in no activities other than in connection with the financing of accounts receivable of the Issuer and itsSubsidiaries, all proceeds thereof and all rights (contractual or other), collateral and other assets relating thereto, and anybusiness or activities incidental or related to such business, and that is designated by the Board of Directors of the Issuer (asprovided below) as a Receivables Subsidiary and:

(a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed bythe Issuer or any other Restricted Subsidiary of the Issuer (excluding guarantees of obligations (other than theprincipal of and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is with recourseto or obligates the Issuer or any other Subsidiary of the Issuer in any way other than pursuant to StandardSecuritization Undertakings, or (iii) subjects any property or asset of the Issuer or any other Subsidiary of theIssuer, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant toStandard Securitization Undertakings;

(b) with which neither the Issuer nor any other Restricted Subsidiary of the Issuer has any material contract,agreement, arrangement or understanding other than on terms which the Issuer reasonably believes to be no lessfavorable to the Issuer or such Restricted Subsidiary than those that might be obtained at the time from Personsthat are not Affiliates of the Issuer; and

(c) to which neither the Issuer nor any other Restricted Subsidiary of the Issuer has any obligation to maintain orpreserve such entity’s financial condition or cause such entity to achieve certain levels of operating results.

Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with theTrustee a certified copy of the resolution of the Board of Directors of the Issuer giving effect to such designation and anOfficers’ Certificate certifying that such designation complied with the foregoing conditions.

“Representative” means the trustee, agent or representative (if any) for an issue of Indebtedness; provided that if, andfor so long as, such Indebtedness lacks such a Representative, then the Representative for such Indebtedness shall at all timesconstitute the holder or holders of a majority in outstanding principal amount of obligations under such Indebtedness.

“Restricted Cash” means cash and Cash Equivalents held by Restricted Subsidiaries that is contractually restrictedfrom being distributed to the Issuer or not available for general corporate purposes, except for such restrictions that are

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contained in agreements governing Indebtedness permitted under the Senior Indenture and that is secured by such cash orCash Equivalents.

“Restricted Investment” means an Investment other than a Permitted Investment.“Restricted Subsidiary” means, with respect to any Person, any Subsidiary of such Person other than an Unrestricted

Subsidiary of such Person. Unless otherwise indicated in this “Description of the Senior Notes,” all references to RestrictedSubsidiaries shall mean Restricted Subsidiaries of the Issuer.

“Revolving Credit Facility” means (i) the senior credit facility agreement dated the Acquisition Date among, amongothers, the Issuer, Credit Suisse, London Branch, Deutsche Bank AG, London Branch and Goldman Sachs International asmandated lead arrangers and bookrunners, the financial institutions listed therein, as revolving lenders, Deutsche Bank AG,London Branch, as issuing bank, agent and security agent, as amended, restated, supplemented, waived, replaced (whether ornot upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced orotherwise modified from time to time, including any agreement or indenture extending the maturity thereof, refinancing,replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or indentureor indentures or any successor or replacement agreement or agreements or indenture or indentures or increasing the amountloaned or issued thereunder (subject to compliance with the covenant described under “Description of the Senior Notes—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,”) oraltering the maturity thereof and (ii) whether or not the instruments referred to in clause (i) remain outstanding, if designatedby the Issuer to be included in the definition of “Revolving Credit Facility,” one or more (A) debt facilities or commercialpaper facilities, providing for revolving credit loans, term loans, receivables financing (including through the sale ofreceivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters ofcredit, (B) debt securities, indentures or other forms of debt financing (including convertible or exchangeable debtinstruments or bank guarantees or bankers’ acceptances) or (C) instruments or agreements evidencing any otherIndebtedness, in each case, with the same or different borrowers or issuers and, in each case, as amended, supplemented,modified, extended, restructured, renewed, refinanced, restated, replaced or refunded in whole or in part from time to time.

“Sale/Leaseback Transaction” means an arrangement relating to property now owned or hereafter acquired by theIssuer or a Restricted Subsidiary whereby the Issuer or a Restricted Subsidiary transfers such property to a Person and theIssuer or such Restricted Subsidiary leases it from such Person, other than leases between the Issuer and a RestrictedSubsidiary of the Issuer or between Restricted Subsidiaries of the Issuer.

“S&P” means Standard & Poor’s Ratings Group or any successor to the rating agency business thereof.“SEC” means the Securities and Exchange Commission.“Secured Bank Indebtedness” means any Bank Indebtedness that is secured by a Permitted Lien Incurred or deemed

Incurred pursuant to clause (6)(ii) of the definition of Permitted Lien.“Secured Indebtedness” means any Indebtedness secured by a Lien.“Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations of the SEC

promulgated thereunder.“Senior Indebtedness” means, with respect to any Person, (a) Indebtedness of such Person, whether outstanding on the

Issue Date or thereafter Incurred; and (b) all other Obligations of such Person (including interest accruing on or after thefiling of any petition in bankruptcy or for reorganization relating to such Person whether or not post-filing interest is allowedin such proceeding) in respect of Indebtedness described in clause (a), unless, in the case of clauses (a) and (b), in theinstrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that suchIndebtedness or other Obligations in respect thereof are subordinate in right of payment to the Senior Notes or subordinate inright of payment to the Senior Note Guarantee of such Person, as the case may be; provided, however, that SeniorIndebtedness shall not include:

(1) any obligation of such Person to the Issuer or any Subsidiary of the Issuer;(2) any liability for national, state, local or other taxes owed or owing by such Person;(3) any accounts payable or other liability to trade creditors arising in the ordinary course of business;(4) any Capital Stock;(5) any Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other

Indebtedness or other Obligation of such Person; or(6) that portion of any Indebtedness which at the time of Incurrence is Incurred in violation of the Senior Indenture.“Senior Note Guarantee” means any guarantee of the obligations of the Issuer under the Senior Indenture and the

Senior Notes by any Person in accordance with the provisions of the Senior Indenture.

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“Senior Note Guarantors” means the Initial Senior Note Guarantors and any Person that subsequently becomes aSenior Note Guarantor in accordance with the terms of the Senior Indenture; provided that upon the release or discharge ofsuch Person from its Senior Note Guarantee in accordance with the Senior Indenture, such Person ceases to be a Senior NoteGuarantor.

“Senior Secured Notes” means the senior secured floating rate notes due 2014 of the Issuer and the senior secured PIK-election floating rate notes due 2014 of the Issuer.

“Senior Secured Indebtedness” means any Senior Indebtedness secured by a Lien on a first-priority basis and anySenior Indebtedness secured by a Permitted Lien (other than a Lien on a second-priority basis permitted under clause (14) ofthe definition of “Permitted Liens”).

“Senior Secured Indebtedness Leverage Ratio” means, with respect to any Person at any date, the ratio of (i) SeniorSecured Indebtedness of such Person and its Restricted Subsidiaries as of such date (determined on a consolidated basis inaccordance with GAAP) less the amount of Cash Equivalents in excess of any Restricted Cash that would be stated on thebalance sheet of such Person and its Restricted Subsidiaries and held by such Person and its Restricted Subsidiaries as of suchdate of determination to (ii) EBITDA of such Person for the four full fiscal quarters for which internal financial statementsare available immediately preceding such date on which such additional Senior Secured Indebtedness is Incurred. In the eventthat such Person or any of its Restricted Subsidiaries Incurs, repays, repurchases or redeems any Senior Secured Indebtednesssubsequent to the commencement of the period for which the Senior Secured Indebtedness Leverage Ratio is being calculatedbut prior to the event for which the calculation of the Senior Secured Indebtedness Leverage Ratio is made (the “SeniorSecured Leverage Calculation Date”), then the Senior Secured Indebtedness Leverage Ratio shall be calculated giving proforma effect to such Incurrence, repayment, repurchase or redemption of Senior Secured Indebtedness as if the same hadoccurred at the beginning of the applicable four-quarter period; provided that the Issuer may elect pursuant to an Officers’Certificate delivered to the Trustee to treat all or any portion of the commitment under any Senior Secured Indebtedness asbeing Incurred at such time, in which case any subsequent Incurrence of Senior Secured Indebtedness under suchcommitment shall not be deemed, for purposes of this calculation, to be an Incurrence at such subsequent time.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers,amalgamations, consolidations (including the Transactions) and discontinued operations (as determined in accordance withGAAP), in each case with respect to an operating unit of a business, and any operational changes that the Issuer or any of itsRestricted Subsidiaries has determined to make and/or have made during the four-quarter reference period or subsequent tosuch reference period and on or prior to or simultaneously with the Senior Secured Leverage Calculation Date (each, forpurposes of this definition, a “pro forma event”) shall be calculated on a pro forma basis assuming that all such Investments,acquisitions, dispositions, mergers, amalgamations, consolidations (including the Transactions), discontinued operations andother operational changes (and the change of any associated Senior Secured Indebtedness and the change in EBITDAresulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such periodany Person that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or any RestrictedSubsidiary since the beginning of such period shall have made any Investment, acquisition, disposition, merger,amalgamation, consolidation, discontinued operation or operational change, in each case with respect to an operating unit of abusiness, that would have required adjustment pursuant to this definition, then the Senior Secured Indebtedness LeverageRatio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition,discontinued operation, merger, amalgamation, consolidation or operational change had occurred at the beginning of theapplicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to any pro forma event, the pro formacalculations shall be made in good faith by a responsible financial or accounting officer of the Issuer. Any such pro formacalculation may include adjustments appropriate, in the reasonable good faith determination of the Issuer as set forth in anOfficers’ Certificate, to reflect operating expense reductions and other operating improvements or synergies reasonablyexpected to result from the applicable pro forma event (including, to the extent applicable, from the Transactions).

“Significant Subsidiary” means any Restricted Subsidiary that meets any of the following conditions:(1) the Issuer’s and its Restricted Subsidiaries’ investments in and advances to the Restricted Subsidiary exceed 10%

of the total assets of the Issuer and its Restricted Subsidiaries on a consolidated basis as of the end of the mostrecently completed fiscal year;

(2) the Issuer’s and its Restricted Subsidiaries’ proportionate share of the total assets (after intercompanyeliminations) of the Restricted Subsidiary exceeds 10% of the total assets of the Issuer and its RestrictedSubsidiaries on a consolidated basis as of the end of the most recently completed fiscal year; or

(3) the Issuer’s and its Restricted Subsidiaries’ equity in the income from continuing operations before income taxes,extraordinary items and cumulative effect of a change in accounting principle of the Restricted Subsidiary

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exceeds 10% of such income of the Issuer and its Restricted Subsidiaries on a consolidated basis for the mostrecently completed fiscal year.

“Similar Business” means (a) any businesses, services or activities engaged in by the Issuer or any of its Subsidiarieson the Acquisition Date and (b) any businesses, services and activities engaged in by the Issuer or any of its Subsidiaries thatare related, complementary, incidental, ancillary or similar to any of the foregoing or are extensions or developments of anythereof.

“Sponsors” means (i) Apollo Management International L.L.P., and any of its Affiliates (collectively, the “ApolloSponsors”) and (ii) any Person that forms a group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of theExchange Act, or any successor provision) with any Apollo Sponsors; provided that (x) any Apollo Sponsor owns a majorityof the voting power of the Voting Stock of the Issuer or any direct or indirect parent of the Issuer, as applicable, (y) no otherPerson has beneficial ownership of any of the Voting Stock included in determining whether the threshold set forth in clause(x) has been satisfied and (z) any Apollo Sponsor controls a majority of the Board of Directors of the Issuer or any direct orindirect parent of the Issuer, as applicable.

“Standard Securitization Undertakings” means representations, warranties, covenants, indemnities and guarantees ofperformance entered into by the Issuer or any Subsidiary of the Issuer which the Issuer has determined in good faith to becustomary in a Receivables Financing including, without limitation, those relating to the servicing of the assets of aSubsidiary, it being understood that any Receivables Repurchase Obligation shall be deemed to be a Standard SecuritizationUndertaking.

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which thefinal payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision(but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon thehappening of any contingency beyond the control of the issuer unless such contingency has occurred).

“Sterling Equivalent” means, with respect to any monetary amount in a currency other than pounds sterling, at any timeof determination thereof by the Issuer or the Trustee, the amount of pounds sterling obtained by converting such currencyother than pounds sterling involved in such computation into pounds sterling at the spot rate for the purchase of poundssterling with the applicable currency other than pounds sterling as published in The Financial Times in the “Currency Rates”section (or, if The Financial Times is no longer published, or if such information is no longer available in The FinancialTimes, such source as may be selected in good faith by the Issuer with prior notice thereof to the Trustee) on the date of suchdetermination.

“Subordinated Indebtedness” means (a) with respect to the Issuer, any Indebtedness of the Issuer which is by its termssubordinated in right of payment to the Senior Notes and (b) with respect to any Senior Note Guarantor, any Indebtedness ofsuch Senior Note Guarantor which is by its terms subordinated in right of payment to its Senior Note Guarantee.

“Subordinated Shareholder Funding” means, collectively, any funds provided to the Issuer by any direct or indirectparent, any Affiliate of any direct or indirect parent or any Permitted Holder or any Affiliate thereof, in exchange for orpursuant to any security, instrument or agreement other than Capital Stock, in each case issued to and held by any of theforegoing Persons, together with any such security, instrument or agreement and any other security or instrument other thanCapital Stock issued in payment of any obligation under any Subordinated Shareholder Funding; provided, however, thatsuch Subordinated Shareholder Funding:

(1) does not (including upon the happening of any event) mature or require any amortization, redemption or otherrepayment of principal or any sinking fund payment prior to the first anniversary of the Stated Maturity of theSenior Notes (other than through conversion or exchange of such funding into Capital Stock (other thanDisqualified Stock) of the Issuer or any funding meeting the requirements of this definition) or the making of anysuch payment prior to the first anniversary of the Stated Maturity of the Senior Notes is restricted by theIntercreditor Agreement, an Additional Intercreditor Agreement or another intercreditor agreement;

(2) does not (including upon the happening of any event) require, prior to the first anniversary of the Stated Maturityof the Senior Notes, payment of cash interest, cash withholding amounts or other cash gross-ups, or any similarcash amounts or the making of any such payment prior to the first anniversary of the Stated Maturity of theSenior Notes is restricted by the Intercreditor Agreement or an Additional Intercreditor Agreement;

(3) contains no change of control or similar provisions and does not accelerate and has no right to declare a defaultor event of default or take any enforcement action or otherwise require any cash payment (in each case, prior tothe first anniversary of the Stated Maturity of the Senior Notes) or the payment of any amount as a result of anysuch action or provision, or the exercise of any rights or enforcement action (in each case, prior to the firstanniversary of the Stated Maturity of the Senior Notes) is restricted by the Intercreditor Agreement or anAdditional Intercreditor Agreement;

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(4) does not provide for or require any security interest or encumbrance over any asset of the Issuer or any of itsSubsidiaries;

(5) pursuant to its terms or to the Intercreditor Agreement, an Additional Intercreditor Agreement or anotherintercreditor agreement, is fully subordinated and junior in right of payment to the Senior Notes pursuant tosubordination, payment blockage and enforcement limitation terms which are customary in all material respectsfor similar funding or are no less favorable in any material respect to Holders than those contained in theIntercreditor Agreement as in effect on the Issue Date with respect to the “Investor Liabilities” (as definedtherein),

provided, that any event or circumstance that results in such subordinated obligation ceasing to qualify as SubordinatedShareholder Funding, including it ceasing to be held by any direct or indirect parent, any Affiliate of any direct or indirectparent or any Permitted Holder or any Affiliate thereof, shall constitute an Incurrence of such Indebtedness by the Issuer orsuch Restricted Subsidiary.

“Subsidiary” means, with respect to any Person, (1) any corporation, association or other business entity (other than apartnership, joint venture or limited liability company) of which more than 50% of the total voting power of shares of CapitalStock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trusteesthereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the otherSubsidiaries of that Person or a combination thereof, and (2) any partnership, joint venture or limited liability company ofwhich (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limitedpartnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the otherSubsidiaries of that Person or a combination thereof, whether in the form of membership, general, special or limitedpartnership interests or otherwise, and (y) such Person or any Subsidiary of such Person is a controlling general partner orotherwise controls such entity.

“Tax Distributions” means any distributions described in clause (12) of the covenant entitled “Description of the SeniorNotes—Certain Covenants—Limitation on Restricted Payments.”

“Taxes” means all present and future taxes, levies, imposts, deductions, charges, duties and withholdings and anycharges of a similar nature (including interest, penalties and other liabilities with respect thereto) that are imposed by anygovernment or other taxing authority.

“Term Loan Facilities” means (i) term loan credit facilities made available to the Issuer or its Restricted Subsidiaries,the Indebtedness under which (A) has a final maturity date of no earlier than May 15, 2014, (B) prior to the maturity date ofthe Senior Secured Notes shall not be subject to amortization greater than 1% per annum of the original principal amountthereof, (C) ranks pari passu or junior in right of payment with the Senior Notes and (D) when Incurred, no Default shallhave occurred and be continuing or would have occurred as a consequence thereof, as amended, restated, supplemented,waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid,refunded, refinanced or otherwise modified from time to time, including any agreement or indenture extending the maturitythereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement oragreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures orincreasing the amount loaned or issued thereunder (subject to compliance with the covenant described under “Description ofthe Senior Notes—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock andPreferred Stock,”) and (ii) whether or not the instruments referred to in clause (i) remain outstanding, if designated by theIssuer to be included in the definition of “Term Loan Facilities,” one or more (A) debt facilities or commercial paperfacilities, providing for term loans, receivables financing (including through the sale of receivables to lenders or to specialpurpose entities formed to borrow from lenders against such receivables) or letters of credit, (B) debt securities, indentures orother forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers’acceptances) or (C) instruments or agreements evidencing any other Indebtedness, in each case, with the same or differentborrowers or issuers and, in each case, as amended, supplemented, modified, extended, restructured, renewed, refinanced,restated, replaced or refunded in whole or in part from time to time, and in the case of each of clauses (i) and (ii), on termsthat comply with the foregoing subclauses (A), (B) and (C) of clause (i).

“Transactions” means the Acquisition and the transactions related thereto (including the transactions contemplated inthat certain Memorandum on Structure dated as of March 2, 2007, prepared by PricewaterhouseCoopers), includingborrowings under the Revolving Credit Facility, the issuance of the Senior Secured Notes and the Senior Notes, thecontribution (through holding companies of the Issuer) by the Sponsor and certain other investors arranged by the Sponsor ofcommon equity, preferred equity and/or Subordinated Shareholder Funding to the Issuer, the distribution in specie of theordinary shares of Rightmove plc by the Company and the sale of the ordinary shares of Rightmove plc on behalf of certainshareholders of the Company, in each case pursuant to the scheme of arrangement pursuant to Section 425 of the UKCompanies Act 1985 and the exchange of equity and debt in certain holding companies of the Issuer in lieu of cashconsideration due to certain existing shareholders of the Company.

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“Trust Officer” means any officer within the corporate trust department of the Trustee, including any vice president,assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee (1) whocustomarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively,or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particularsubject, and (2) who shall have direct responsibility for the administration of the Senior Indenture.

“Trustee” means the party named as such in the Senior Indenture until a successor replaces it and, thereafter, means thesuccessor.

“U.K. Gilt Rate” means, as of any redemption date, the yield to maturity at the time of computation of United KingdomTreasury securities denominated in pounds sterling with a fixed maturity most nearly equal to the period from suchredemption date to May 15, 2011. The Issuer will obtain such yield to maturity from information compiled by the Office forNational Statistics and published in the most recent Financial Statistics that have become publicly available at least twoBusiness Days in London prior to the redemption date. If such Financial Statistics are no longer published or do not indicatethe relevant yield to maturity at the time of computation, the Issuer shall use any publicly available source of similar marketdata most nearly equal to the period from such relevant date to May 15, 2011; provided, however, that if the period from suchredemption date to May 15, 2011 is not equal to the fixed maturity of United Kingdom Treasury securities for which a yieldis given, the U.K. Gilt Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from theyields of United Kingdom Treasury securities for which such yields are given, except that if the period from such redemptiondate to May 15, 2011 is less than one year, the Issuer shall use the weekly average yield on actually traded United KingdomTreasury securities denominated in pounds sterling adjusted to a fixed maturity of one year to make such calculation.

“Unrestricted Subsidiary” means:(1) any Subsidiary of the Issuer that at the time of determination shall be designated an Unrestricted Subsidiary by

the Board of Directors of such Person in the manner provided below; and(2) any Subsidiary of an Unrestricted Subsidiary.The Board of Directors of the Issuer may designate any Subsidiary of the Issuer (including any newly acquired or

newly formed Subsidiary of the Issuer) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiariesowns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any otherSubsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiaryto be so designated and its Subsidiaries do not at the time of designation have and do not thereafter Incur any Indebtednesspursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided,further, however, that either:

(a) the Subsidiary to be so designated has total consolidated assets of £1,000 or less; or(b) if such Subsidiary has consolidated assets greater than £1,000, then such designation would be permitted under

the covenant described under “Description of the Senior Notes—Certain Covenants—Limitation on RestrictedPayments.”

The Board of Directors of the Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary;provided, however, that immediately after giving effect to such designation:

(x) (1) the Issuer could Incur £1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio testdescribed under “Description of the Senior Notes—Certain Covenants—Limitation on Incurrence ofIndebtedness and Issuance of Disqualified Stock and Preferred Stock,” or (2) the Fixed Charge Coverage Ratiofor the Issuer and its Restricted Subsidiaries would be greater than such ratio for the Issuer and its RestrictedSubsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account suchdesignation; and

(y) no Event of Default shall have occurred and be continuing.Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by promptly filing with

the Trustee a copy of the resolution of the Board of Directors of the Issuer giving effect to such designation and an Officers’Certificate certifying that such designation complied with the foregoing provisions.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to votein the election of at least a majority of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness or Disqualified Stock, as the case maybe, at any date, the quotient obtained by dividing (1) the sum of the products of the number of years from the date ofdetermination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similarpayment with respect to such Disqualified Stock multiplied by the amount of such payment, by (2) the sum of all suchpayments.

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“Wholly Owned Restricted Subsidiary” is any Wholly Owned Subsidiary that is a Restricted Subsidiary.“Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person 100% of the outstanding Capital Stock

or other ownership interests of which (other than directors’ qualifying shares or other similar shares required pursuant toapplicable law) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person.

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TAX CONSIDERATIONS

The following is a summary based on present law of certain UK and US federal income tax considerations forprospective purchasers of the notes. It addresses only purchasers that buy in the original offering at the original offering priceand, in the case of a US Holder (as defined below), that hold the notes as capital assets and use the US dollar as theirfunctional currency and, in the case of UK-resident Noteholders, that use sterling as their functional currency. The discussiondoes not consider the circumstances of particular purchasers subject to special tax regimes, such as banks, insurancecompanies, dealers, tax exempt organizations or persons holding the notes as part of a hedge, straddle, conversion, integratedor constructive sale transaction. The discussion is a general summary only; it is not a substitute for tax advice.

EACH PROSPECTIVE PURCHASER SHOULD SEEK ADVICE FROM AN INDEPENDENT TAX ADVISORABOUT THE TAX CONSEQUENCES UNDER ITS OWN PARTICULAR CIRCUMSTANCES OF INVESTING INOFFERED SECURITIES UNDER THE LAWS OF THE UNITED KINGDOM, THE UNITED STATES AND ITSCONSTITUENT JURISDICTIONS AND ANY OTHER JURISDICTION WHERE THE PURCHASER MAY BESUBJECT TO TAXATION.

As used in this section, “Noteholder” means a beneficial owner of a note.

United Kingdom Tax ConsiderationsTHE FOLLOWING APPLIES ONLY TO PERSONS WHO ARE THE ABSOLUTE BENEFICIAL OWNERS OF

NOTES AND IS A SUMMARY OF THE ISSUER’S UNDERSTANDING OF CURRENT LAW AND HM REVENUE &CUSTOMS PRACTICE IN THE UNITED KINGDOM RELATING TO THE WITHHOLDING TAX TREATMENT OFINTEREST PAID ON THE NOTES AND DOES NOT DEAL WITH ANY OTHER UNITED KINGDOM TAXATIONIMPLICATIONS OF ACQUIRING, HOLDING OR DISPOSING OF THE NOTES. PROSPECTIVE NOTEHOLDERSWHO MAY BE SUBJECT TO TAX IN A JURISDICTION OTHER THAN THE UNITED KINGDOM OR WHO MAYBE UNSURE AS TO THEIR TAX POSITION SHOULD SEEK THEIR OWN PROFESSIONAL ADVICE.

THIS SUMMARY IS FOR GENERAL INFORMATION ONLY AND IS BASED ON THE LAW AND PRACTICEIN THE UNITED KINGDOM AT THE DATE HEREOF. THIS SUMMARY IS NOT EXHAUSTIVE. PROSPECTIVEINVESTORS ARE ADVISED TO CONSULT WITH THEIR OWN TAXATION ADVISERS AS TO THE TAXCONSEQUENCES OF PURCHASE, OWNERSHIP AND SALE OF THE NOTES.

Interest on the notesPayments of interest on the notes may be made without deduction of or withholding on account of United Kingdom

income tax provided that the notes continue to be listed on a “recognised stock exchange” within the meaning of section 841of the Income and Corporation Taxes Act 1988. The Irish Stock Exchange is currently a recognised stock exchange for thispurpose. Provided, therefore, that the Irish Stock Exchange remains a recognised stock exchange and the notes remain solisted on the Irish Stock Exchange at the time of payment of interest on the notes, interest on the notes will be payablewithout withholding or deduction on account of United Kingdom tax.

Interest on the notes may also be paid without withholding or deduction on account of United Kingdom tax whereinterest on the notes is paid to (a) a company resident in the United Kingdom, (b) a partnership each member of which is acompany resident in the United Kingdom or not resident in the United Kingdom but carrying on a trade there through apermanent establishment in the United Kingdom or (c) a non-United Kingdom resident company which carries on a trade inthe United Kingdom through a permanent establishment there, and in each case, at the time the payment is made, the issuerreasonably believes (and any person by or through whom interest on the notes is paid reasonably believes) that the beneficialowner is within the charge to United Kingdom corporation tax as regards the payment of interest, provided that HMRevenue & Customs has not given a direction (in circumstances where it has reasonable grounds to believe that it is likelythat the above exemption is not available in respect of such payment of interest at the time the payment is made) that theinterest should be paid under deduction of tax.

In other cases, an amount must generally be withheld from payments of interest on the notes on account of UnitedKingdom income tax at the lower rate (currently 20 per cent). However, where an applicable double tax treaty provides for alower rate of withholding tax (or for no tax to be withheld) in relation to a Noteholder, or where a Noteholder is associatedwith the issuer, resident in a Member State of the EU and entitled in practice to the benefit of the European Council Directive2003/49/EC (the EU Interest & Royalties Directive), HM Revenue & Customs can issue a notice to the issuer to pay interestto the Noteholder without deduction of tax (or for interest to be paid with tax deducted at the rate provided for in the relevantdouble tax treaty).

The issuer shall be under no obligation in any circumstance to pay an additional amount in respect of any withholdingor deduction arising on interest paid under the notes.

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Noteholders who are individuals may wish to note that HM Revenue & Customs has power to obtain information(including the name and address of the beneficial owner of the interest) from any person in the United Kingdom who eitherpays interest to or receives interest for the benefit of the individual. Information so obtained may, in certain circumstances, beexchanged by HM Revenue & Customs with the tax authorities of the jurisdiction in which the Noteholder is resident for taxpurposes.

EU Savings DirectiveUnder Council Directive 2003/48/EC on the taxation of savings income, Member States are required from July 1, 2005

to provide to the tax authorities of another Member State details of payments of interest and other similar income paid by aperson within its jurisdiction to or for an individual in that other Member State. However, for a transitional period Austria,Belgium and Luxembourg are instead required (unless during such period they elect otherwise) to operate a withholding taxin relation to such payments. The transitional period will end after agreement on exchange of information is reached betweenthe European Union and certain non- European Union states. A number of third countries (including Switzerland) haveadopted equivalent measures, and certain British and Dutch dependent or associated territories have adopted the samemeasures with effect from the same date.

United States Federal Income Tax ConsiderationsThe following discussion is a summary based on present law of certain US federal income tax considerations relevant

to the purchase, ownership and disposition of the notes. This discussion addresses only US Holders (as defined below) whopurchase notes in the original Offering at the original offering price, hold the notes as capital assets and use the US dollar astheir functional currency. This discussion is not a complete description of all US tax considerations relating to the notes. Itdoes not address the tax treatment of prospective purchasers that will hold the notes in connection with a permanentestablishment or fixed base outside the United States. It also does not address the tax treatment of prospective purchaserssubject to special rules, such as banks, dealers, traders that elect to mark to market, insurance companies, investors liable forthe alternative minimum tax, US expatriates, tax-exempt entities or persons holding the notes as part of a hedge, straddle,conversion or other integrated financial transaction. It also does not address US state and local tax considerations. Thissummary assumes that the notes will be treated as debt for US federal income tax purposes.THE STATEMENTS ABOUT US FEDERAL INCOME TAX ISSUES ARE MADE TO SUPPORT MARKETINGOF THE NOTES. NO TAXPAYER CAN RELY ON THEM TO AVOID US FEDERAL TAX PENALTIES. EACHPROSPECTIVE PURCHASER SHOULD CONSULT ITS OWN TAX ADVISOR ABOUT THE TAXCONSEQUENCES OF AN INVESTMENT IN THE NOTES UNDER THE LAWS OF THE CAYMAN ISLANDS,THE UNITED KINGDOM, THE UNITED STATES AND ITS CONSTITUENT JURISDICTIONS AND ANYOTHER JURISDICTIONS WHERE THE PURCHASER MAY BE SUBJECT TO TAXATION.

For purposes of this discussion, a “Holder” is a beneficial owner of a note. A “US Holder” is a Holder that is, for USfederal income tax purposes, (i) a citizen or individual resident of the United States, (ii) a corporation, partnership or otherentity organized in or under the laws of the United States or its political subdivisions, (iii) a trust subject to the control of aU.S. person and the primary supervision of a US court or (iv) an estate the income of which is subject to US federal incometaxation regardless of its source.

If a partnership acquires or holds the notes, the tax treatment of a partner generally will depend upon the status of thepartner and the activities of the partnership. A partner of a partnership that acquires or holds the notes should consult its owntax advisors.

Senior Secured Toggle NotesInterest

Because the issuer has the option to issue PIK notes in lieu of paying cash interest on the senior secured toggle notes,stated interest on the senior secured toggle notes will not be qualified stated interest (as defined below) and therefore theissuer will treat the senior secured toggle notes as issued with original issue discount (“OID”), as described below. Theissuance of PIK notes is generally not treated as a payment of interest. Instead, the senior secured toggle notes and any PIKnotes issued in respect of unpaid, accrued interest thereon are treated as a single debt instrument under the OID rules.

Original Issue DiscountThe senior secured toggle notes will be treated as issued with OID in an amount equal to the difference between their

“stated redemption price at maturity” (the sum of all payments to be made on the senior secured toggle notes other than“qualified stated interest”) and their “issue price.” A US Holder generally must include OID in gross income in advance ofthe receipt of cash attributable to that income.

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The “issue price” of each senior secured toggle note will be the first price at which a substantial amount of the seniorsecured toggle notes is sold (other than to an underwriter, placement agent, wholesaler, broker or similar person). The term“qualified stated interest” means, in general, stated interest that is payable unconditionally in cash or in property (other thandebt instruments of the issuer) at least annually at a single fixed rate or, subject to certain conditions, one or more qualifiedfloating rates that appropriately takes into account the length of the interval between stated interest payments. Because theissuer has the option to issue PIK notes instead of paying accrued interest in cash, stated interest payments on the seniorsecured toggle notes are not qualified stated interest.

A US Holder of a senior secured toggle note must include OID in income over the term of the note on a constant yieldto maturity basis. A US Holder generally must include in gross income the sum of the daily portions of OID that accrue onthe note for each day during the taxable year on which such US Holder held the senior secured toggle note. To determine thedaily portion of OID, OID accruing during an accrual period (generally the period not exceeding one year between dates onwhich interest is paid) is divided by the number of days in the accrual period.

The amount of OID accruing during an accrual period is determined by using a constant yield to maturity method. Forany accrual period, the OID allocable to the accrual period is the product of the note’s adjusted issue price at the beginning ofthe accrual period and its yield to maturity (determined on the basis of compounding at the close of each accrual period andappropriately adjusted for the length of the accrual period). A note’s adjusted issue price at the beginning of any accrualperiod generally equals the issue price of the note increased by the aggregate amount of OID accrued on the note in all prioraccrual periods (determined without regard to the amortization of any acquisition premium or bond premium), and reducedby the aggregate amount of cash payments in all prior accrual periods.

Because interest on a senior secured toggle note is determined at a single, qualifying floating rate, accrual of OID isdetermined as though stated interest accrued at a hypothetical fixed rate equal to the value of the floating rate on the issuedate, and OID for each accrual period were determined on such hypothetical fixed rate debt instrument. A US Holder of asenior secured toggle note then makes adjustments to the OID recognized each accrual period if the interest actually payablefor the period differs from the interest payable at the hypothetical rate.

If, on any interest payment date, the issuer exercises its option to pay accrued stated interest in the form of a PIK note,a US Holder’s OID calculation for future periods will be adjusted by treating the senior secured toggle note as if it had beenretired and then reissued for an amount equal to its adjusted issue price on the date preceding the first date of such accrualperiod, and re-calculating the yield to maturity of the reissued note by treating the amount of PIK interest (and of any priorPIK interest) as a payment that will be made on the maturity date of such note.

OID inclusions are calculated in sterling and then translated into US dollars. A US Holder generally must include inincome the US dollar value of the accrued sterling OID at the average exchange rate during the accrual period (or, if anaccrual period spans two taxable years, the partial period within each respective taxable year). Upon receipt of the OID(including receipt of cash payments of stated interest or proceeds from the sale, retirement or other taxable disposition of asenior secured toggle note that are attributable to unpaid accrued OID previously included in income), a US Holder willrecognize foreign currency gain or loss measured by the difference between the US dollar amount accrued and the US dollarvalue of the payment received at the spot exchange rate on the date of receipt. In addition, US Holders generally willrecognize currency gain or loss on the subsequent conversion or other disposition of sterling at a rate different from the spotexchange rate on the date of receipt. Foreign currency gain or loss generally will be US source ordinary income or loss.

A US Holder may elect to translate accrued OID into US dollars at the exchange rate on the last day of the accrualperiod (or, if an accrual period spans two taxable years, at the exchange rate on the last day of the first taxable year for theinterest accrued through that date). If accrued OID actually is received within five business days of the last day of the accrualperiod, an electing US Holder instead may translate the accrued OID at the exchange rate on the date of actual receipt. Anycurrency translation election will apply to all debt instruments that the electing US Holder holds or acquires at or after thebeginning of the first taxable year to which the election applies. The election cannot be revoked without the consent of theUS Internal Revenue Service (the “IRS”).

The rules regarding OID are complex and the rules described above may not apply in all cases. Accordingly, a USHolder should consult its own tax advisors regarding their application.

DispositionsA US Holder generally will recognize gain or loss on the sale, retirement or other taxable disposition of a senior

secured toggle note (or a PIK note issued in respect of unpaid, accrued interest thereon) in an amount equal to the differencebetween the amount realized upon the sale, retirement or other taxable disposition and the adjusted tax basis of the seniorsecured toggle note (or the PIK note), in each case, determined in US dollars. The US dollar amount realized will be thevalue of the sterling received at the spot exchange rate on the date of disposition (or, if the senior secured toggle notes aretraded on an established securities exchange and the Holder is a cash basis or an electing accrual basis US Holder, the

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settlement date). A US Holder’s adjusted tax basis in a senior secured toggle note will, in general, be its cost for the seniorsecured toggle note, increased by OID previously included in income, and reduced by any cash payments on the seniorsecured toggle note. The amount paid for a senior secured toggle note will be the US dollar value of the sterling used topurchase it at the spot exchange rate on the purchase date (or, if the senior secured toggle notes are traded on an establishedsecurities exchange and the Holder is a cash basis or an electing accrual basis US Holder, the settlement date). Although notfree from doubt, a US Holder’s adjusted tax basis in the senior secured toggle note should be allocated between the originalsenior secured toggle note and any PIK notes received in respect of unpaid, accrued interest thereon in proportion to theirrelative principal amounts. A US Holder’s holding period in any PIK note received in respect of unpaid, accrued interestwould likely be identical to a US Holder’s holding period for the original senior secured toggle note with respect to which thePIK note was received.

Any gain or loss recognized on the disposition of a senior secured toggle note generally will be US source capital gainor loss, except to the extent of any foreign currency exchange gain or loss, and will be long-term capital gain or loss if the USHolder has held the note for more than one year at the time of disposition. A non-corporate US Holder’s long-term capitalgain may be taxed at preferential reduced rates. The deductibility of capital losses is subject to limitations.

A US Holder generally will recognize foreign currency gain or loss, with respect to principal, on disposition of a seniorsecured toggle note equal to the difference between the US dollar value of the principal amount (for these purposes, the USHolder’s purchase price calculated in sterling) of the note on the date of acquisition and the date of disposition or receipt ofpayment. Foreign currency gain or loss cannot exceed overall gain or loss on the senior secured toggle note. Foreign currencygain or loss generally will be ordinary income or loss from sources within the United States.

Tax shelter regulations may require a US Holder specifically to disclose foreign currency loss on its tax return.

Senior Secured Floating Rate Notes and the Senior NotesInterest

Interest paid on the senior secured floating rate notes and the senior notes will be included in the gross income of a USHolder as ordinary income in accordance with the Holder’s regular method of tax accounting. Because interest on the seniorsecured floating rate notes is determined at a floating rate, it is treated as accruing at a hypothetical fixed rate equal to thevalue of the floating rate on the issue date. The amount of interest actually recognized for any accrual period will increase (ordecrease), however, if the interest actually paid during the period is more (or less) than the amount accrued at thehypothetical fixed rate. US Holders therefore generally will recognize income for each period equal to the amount paidduring that period.

A cash basis US Holder of a senior secured floating rate note or a senior note receiving interest in sterling must includein income a US dollar amount based on the spot exchange rate on the date of receipt. An accrual basis US Holder of a seniorsecured floating rate note or a senior note must include in income a US dollar amount based on the average exchange rateduring the accrual period (or, if an accrual period spans two taxable years, the partial period within each respective taxableyear). Upon receipt of a payment in sterling, a US Holder will recognize foreign currency gain or loss measured by thedifference between the US dollar amount accrued and the US dollar value of the payment received at the spot exchange rateon the date of receipt. In addition, US Holders generally will recognize currency gain or loss on the subsequent conversion orother disposition of sterling at a rate different from the spot exchange rate on the date of receipt. Foreign currency gain or lossgenerally will be US source ordinary income or loss.

An accrual basis US Holder of a senior secured floating rate note or a senior note may elect to translate accrued interestinto US dollars at the exchange rate on the last day of the accrual period (or, if an accrual period spans two taxable years, atthe exchange rate on the last day of the first taxable year for the interest accrued through that date). If accrued interestactually is received within five business days of the last day of the accrual period, an electing US Holder instead maytranslate the accrued interest at the exchange rate on the date of actual receipt. Any currency translation election will apply toall debt instruments that the electing US Holder holds or acquires at or after the beginning of the first taxable year to whichthe election applies. The election cannot be revoked without the consent of the IRS.

Interest on the senior secured floating rate notes and the senior notes will be generally from sources outside the UnitedStates.

DispositionsA US Holder will recognize gain or loss on the sale, redemption or other disposition of a senior secured floating rate

note or senior note in an amount equal to the difference between the amount realized (other than with respect to accrued butunpaid qualified stated interest, which will be treated as such) and the US Holder’s adjusted tax basis in the senior securedfloating rate note or senior note. If the Holder receives currency other than the US dollar on a disposition, the US dollaramount realized will be the value of the currency received at the spot exchange rate on the date of disposition (or, if the notesare traded on an established securities exchange and the Holder is a cash basis or an electing accrual basis US Holder, the

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settlement date). A US Holder’s adjusted tax basis in a note (unless described otherwise in this section) generally will be theamount paid for the note less any principal payments previously received by the US Holder. The amount paid for a note willbe the US dollar value of the sterling used to purchase it at the spot exchange rate on the purchase date (or, if the notes aretraded on an established securities exchange and the Holder is a cash basis or an electing accrual basis US Holder, thesettlement date).

Gain or loss on disposition of a senior secured floating rate note or senior note will be US source capital gain or lossexcept to the extent of any foreign currency exchange gain or loss. Any capital gain or loss will be long-term capital gain orloss if the US Holder has held the note for more than one year at the time of disposition. A non-corporate US Holder’s long-term capital gain may be taxed at preferential reduced rates. The deductibility of capital losses is subject to limitations.

On the settlement date, a US Holder will recognize US source foreign currency gain or loss (taxable as ordinary incomeor loss) equal to the difference (if any) between the US dollar value of the amount received based on the exchange rates ineffect on the date of sale or other disposition and the settlement date. However, in the case of notes traded on an establishedsecurities market that are sold by a cash basis US Holder (or an accrual basis US Holder that so elects), the amount realizedwill be determined using the exchange rate in effect on the settlement date for the sale, and no exchange gain or loss will berecognized at that time. Foreign currency gain or loss generally will be ordinary income or loss from sources within theUnited States. A US Holder will have a tax basis in foreign currency received on the disposition of a note equal to the USdollar amount realized. Any gain or loss realized by a US Holder on a sale or other disposition of the currency received otherthan the US dollar will be foreign currency gain or loss. Foreign currency gain or loss cannot exceed overall gain or loss onthe senior secured floating rate notes and the senior notes.

Tax shelter regulations may require a US Holder specifically to disclose foreign currency loss on its tax return.

US Information Reporting and Backup WithholdingPayments of interest and proceeds from the sale, redemption or other disposition of a note that are made within the

United States or through certain US-related financial intermediaries may be reported to the IRS unless the holder is acorporation or otherwise establishes a basis for exemption. US Backup withholding tax may apply to amounts subject toreporting if the US Holder fails to provide an accurate taxpayer identification number or otherwise establish a basis forexemption or fails to report all interest and dividends required to be shown on its US federal income tax returns. A US Holdercan claim a credit against US federal income tax liability for amounts withheld under the backup withholding rules, and it canclaim a refund of amounts in excess of its liability by providing required information to the IRS. Prospective investors shouldconsult their tax advisors as to their qualification for exemption from backup withholding and the procedure for establishingan exemption.THE DISCUSSION ABOVE IS A GENERAL SUMMARY. IT DOES NOT COVER ALL TAX MATTERS THATMAY BE IMPORTANT TO A PARTICULAR INVESTOR. EACH PROSPECTIVE INVESTOR SHOULDCONSULT ITS OWN TAX ADVISOR ABOUT THE TAX CONSEQUENCES OF AN INVESTMENT IN THENOTES UNDER THE INVESTOR’S OWN CIRCUMSTANCES.

Cayman Tax ConsiderationsThe following is a summary of certain Cayman Islands tax consequences. The discussion is based upon applicable law

of the Cayman Islands. The discussion does not address all of the tax consequences that may be relevant to a particularinvestor. Prospective investors must consult their own tax advisers as to the Cayman Islands tax consequences of acquiring,holding and disposing of notes offered hereby, as well as the effects of tax laws of the jurisdictions of which they are citizens,residents or domiciliaries or in which they conduct business.

Taxation of the IssuerThere is, at present, no direct taxation in the Cayman Islands and interest, dividends and gains payable to the issuer will

be received free of all Cayman Islands taxes. The issuer is registered as an “exempted company” pursuant to the CompaniesLaw (as amended). The issuer has received an undertaking from the Governor in Cabinet of the Cayman Islands to the effectthat, for a period of twenty years from such date, no law that thereafter is enacted in the Cayman Islands imposing any tax orduty to be levied on profits, income or on gains or appreciation, or any tax in the nature of estate duty or inheritance tax, willapply to any property comprised in or any income arising under the issuer, or to the shareholders thereof, in respect of anysuch property or income.

Payment of Interest on the NotesPayments of interest on the notes may be made without deduction of or withholding on account of Cayman Islands

income tax.

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DispositionA Holder of a note will not be subject to tax in the Cayman Islands on a sale, redemption or other disposition of a note.

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TRANSFER RESTRICTIONS

The issuer has not registered the notes under the US Securities Act or any state securities laws and, therefore, the notesmay not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to anexemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and applicable statesecurities laws. Accordingly, the notes are only to be offered and sold to:

• qualified institutional buyers (“QIBs”) (as defined in Rule 144A) in compliance with Rule 144A; and• in offers and sales that occur outside the United States to foreign purchasers, that is, purchasers who are not U.S.

persons in reliance upon Regulation S under the US Securities Act (“Regulation S”).The term “foreign purchasers” includes dealers or other professional fiduciaries in the United States acting on a

discretionary basis for foreign beneficial owners, other than an estate or trust, in offshore transactions meeting therequirements of Rule 903 of Regulation S. We use the terms “offshore transaction,” “U.S. person” and “United States” withthe meanings given to them in Regulation S.

If you purchase notes, you will be deemed to have represented and agreed as follows:(1) You understand and acknowledge that the notes have not been registered under the US Securities Act or any

other applicable securities laws and that the notes are being offered for resale in transactions not requiringregistration under the US Securities Act or any other securities laws, including sales pursuant to Rule 144A, and,unless so registered, may not be offered, sold or otherwise transferred except in compliance with the registrationrequirements of the US Securities Act or any other applicable securities laws, pursuant to an exemptiontherefrom, or in a transaction not subject thereto, and in each case in compliance with the conditions for transferset forth in paragraph (4) below.

(2) You are not our “affiliate” (as defined in Rule 144), you are not acting on our behalf and you are either:(a) a QIB and are aware that any sale of the notes to you will be made in reliance on Rule 144A, and such

acquisition will be for your own account or for the account of another QIB; or(b) not a “U.S. person” as defined in Regulation S or purchasing for the account or benefit of a U.S. person

(other than a distributor), and you are purchasing notes in an offshore transaction in accordance withRegulation S.

(3) You acknowledge that neither the issuer, the initial purchasers nor any other person has made any representationto you with respect to the issuer or the offer or sale of any of the notes, other than the information contained inthese listing particulars, which listing particulars has been delivered to you and upon which you are relying inmaking your investment decision with respect to the notes. You acknowledge that no person other than the issuermakes any representation or warranty as to the accuracy or completeness of these listing particulars. You havehad access to such financial and other information concerning us and the notes, including an opportunity to askquestions of, and request information from, the issuer and the initial purchasers.

(4) You are purchasing notes for your own account, or for one or more investor accounts for which you are acting asa fiduciary or agent, in each case for investment, and not with a view to, or for offer or sale in connection with,any distribution thereof in violation of the US Securities Act, subject to any requirement of law that thedisposition of your property or the property of such investor account or accounts be at all times within your ortheir control and subject to your or their ability to resell such notes pursuant to Rule 144A, Regulation S or anyother available exemption from registration available under the US Securities Act. You agree on your own behalfand on behalf of any investor account for which you are purchasing the notes, and each subsequent holder of thenotes by its acceptance thereof will agree, to offer, sell or otherwise transfer such notes prior to (x) the datewhich is two years (or such shorter period of time as permitted by Rule 144(k) under the US Securities Act orany successor provision thereunder) after the later of the date of the original issue of the notes and the last dateon which the issuer or any of its affiliates were the owner of such notes (or any predecessor thereto) or (y) suchlater date, if any, as may be required by applicable law (the “Resale Restriction Termination Date”) only:

(a) to us;(b) pursuant to a registration statement which has been declared effective under the US Securities Act;

(c) for so long as the notes are eligible for resale pursuant to Rule 144A, to a person you reasonably believeis a QIB that purchases for its own account or for the account of another QIB to whom you give noticethat the transfer is being made in reliance on Rule 144A;

(d) pursuant to offers and sales to non-U.S. persons occurring outside the United States within the meaningof Regulation S; or

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(e) pursuant to any other available exemption from the registration requirements of the US Securities Act;subject, in each of the foregoing cases, to any requirement of law that the disposition of the seller’s property or the propertyof an investor account or accounts be within the seller’s or account’s control, and in compliance with any applicable statesecurities laws.

The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. Youacknowledge that the issuer, the trustee, the registrar and the transfer agent reserve the right prior to any offer, sale or othertransfer of the notes pursuant to clause (d) above prior to the end of the 40-day distribution compliance period within themeaning of Regulation S or pursuant to clause (e) above prior to the Resale Restriction Termination Date of the notes torequire the delivery of an opinion of counsel, certifications and/or other information satisfactory to us, the trustee, theregistrar and the transfer agent.

Each purchaser acknowledges that each note will contain a legend substantially in the following form:“THIS NOTE HAS NOT BEEN REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED

(THE “US SECURITIES ACT”), OR OTHER SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED,TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCHREGISTRATION UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATIONREQUIREMENTS OF THE US SECURITIES ACT.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A“QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE US SECURITIES ACT) OR(B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN “OFFSHORE TRANSACTION” PURSUANTTO RULE 904 OF REGULATION S UNDER THE US SECURITIES ACT, (2) AGREES ON ITS OWN BEHALF ANDON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED NOTES THAT IT WILL NOTPRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BYRULE 144(k) UNDER THE US SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER THELATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS NOTE) OR THE LASTDAY ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS NOTE (OR ANYPREDECESSOR OF THIS NOTE) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BYAPPLICABLE LAW (THE “RESALE RESTRICTION TERMINATION DATE”), OFFER, SELL OR OTHERWISETRANSFER THIS NOTE EXCEPT (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENTWHICH HAS BEEN DECLARED EFFECTIVE UNDER THE US SECURITIES ACT, (C) FOR SO LONG AS THENOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE US SECURITIES ACT, TO APERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144AUNDER THE US SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OFANOTHER QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEINGMADE IN RELIANCE ON RULE 144A UNDER THE US SECURITIES ACT, (D) PURSUANT TO OFFERS ANDSALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OFREGULATION S UNDER THE US SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLEEXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT, AND (3) AGREESTHAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLYTO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE ISSUER, THE TRUSTEE AND THE REGISTRARSHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE(D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OFREGULATION S UNDER THE US SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALERESTRICTION TERMINATION DATE TO REQUIRE THAT AN OPINION OF COUNSEL, CERTIFICATIONSAND/OR OTHER INFORMATION SATISFACTORY TO THE ISSUER, THE TRUSTEE AND THE REGISTRAR ISCOMPLETED AND DELIVERED BY THE TRANSFEROR. THIS LEGEND WILL BE REMOVED UPON THEREQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED HEREIN, THETERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVENTO THEM BY REGULATION S UNDER THE US SECURITIES ACT.”

THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ONBEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED NOTES THAT IT SHALL NOTTRANSFER THE NOTES IN A PRINCIPAL AMOUNT LESS THAN £50,000.

If you purchase notes, you will also be deemed to acknowledge that the foregoing restrictions apply to holders ofbeneficial interests in the notes as well as to holders of the notes.

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(1) You acknowledge that the registrar will not be required to accept for registration of transfer any notes acquiredby you, except upon presentation of evidence satisfactory to us and the registrar that the restrictions set forthherein have been complied with.

(2) You acknowledge that:(a) the issuer, the initial purchasers and others will rely upon the truth and accuracy of your

acknowledgements, representations and agreements set forth herein, and you agree that, if any of youracknowledgements, representations or agreements herein cease to be accurate and complete, you willnotify us and the initial purchasers promptly in writing; and

(b) if you are acquiring any notes as fiduciary or agent for one or more investor accounts, you represent withrespect to each such account that:(i) you have sole investment discretion; and(ii) you have full power to make the foregoing acknowledgements, representations and agreements.

(3) You agree that you will give to each person to whom you transfer the notes notice of any restrictions on thetransfer of the notes.

(4) If you are a purchaser in a sale that occurs outside the United States within the meaning of Regulation S, youacknowledge that until the expiration of the “distribution compliance period” (as defined below), you shall notmake any offer or sale of the notes to a U.S. person or for the account or benefit of a U.S. person within themeaning of Rule 902 under the US Securities Act. The “distribution compliance period” means the 40-day periodfollowing the issue date for the notes.

(5) You understand that no action has been taken in any jurisdiction (including the United States) by the issuer or theinitial purchasers that would permit a public offering of the notes or the possession, circulation or distribution ofthese listing particulars or any other material relating to the issuer or the notes in any jurisdiction where actionfor that purpose is required. Consequently, any transfer of the notes will be subject to the selling restrictions setforth under “Notice to Investors,” “Notice to United States Investors,” “Notice to New Hampshire Residents,”“Notice to EEA Investors,” “Notice to Certain European Investors,” “Notice to Australian Investors,” “Notice toCayman Islands Investors” and “Plan of Distribution.”

Each purchaser and subsequent transferee of a note will be deemed to have represented and warranted that either (i) noportion of the assets used by such purchaser or transferee to acquire and hold the notes constitutes assets of any employeebenefit plan subject to Title I of the United States Employee Retirement Income Security Act of 1974, as amended(“ERISA”), any plan, individual retirement account or other arrangement subject to Section 4975 of the United StatesInternal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issuedthereunder (the “Code”) or provisions under any federal, state, local, non-US or other laws or regulations that are similar tosuch provisions of ERISA or the Code (collectively, “Similar Law”), or any entity whose underlying assets are considered toinclude “plan assets” of any such plan, account or arrangement or (ii) the purchase and holding of the notes by such purchaseror transferee will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of theCode or a violation under any applicable Similar Law.

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PLAN OF DISTRIBUTION

Under the terms and conditions contained in a purchase agreement dated April 27, 2007, the issuer has agreed to sell tothe initial purchasers, and subject to certain conditions contained therein, the initial purchasers have agreed to purchase thefollowing respective principal amounts of notes:

Principal Amount ofSenior Secured

Floating Rate Notes

Principal Amount ofSenior SecuredToggle Notes

Principal Amount ofSenior Notes

Credit Suisse Securities (Europe) Limited................. £166,500,000 £45,000,000 £76,500,000Deutsche Bank AG, London Branch ......................... 129,500,000 35,000,000 59,500,000Goldman Sachs International .................................... 74,000,000 20,000,000 34,000,000

Total .............................................................. £370,000,000 £100,000,000 £170,000,000

The obligations of the initial purchasers under the purchase agreement, including their agreement to purchase the notesfrom the issuer, are several and not joint. The purchase agreement provides that the initial purchasers are obligated topurchase all of the notes if any of them are purchased. The purchase agreement also provides that, if an initial purchaserdefaults, the purchase commitments of the non-defaulting initial purchasers may be increased or, in some cases, the offeringmay be terminated.

The initial purchasers propose to offer the notes initially at the offering price set forth on the cover page of these listingparticulars and may include selling group members who might be granted a selling concession. After the initial offering, theoffering price may be changed. The initial purchasers may make offers and sales in the United States through their respectiveUS broker-dealer affiliates.

The notes have not been and will not be registered under the US Securities Act and may not be offered or sold withinthe United States or to, or for the account or benefit of, U.S. persons except to qualified institutional buyers in reliance onRule 144A under the US Securities Act and to persons in offshore transactions in reliance on Regulation S under the USSecurities Act. The initial purchasers have agreed that, except as permitted by the purchase agreement, they will not offer,sell or deliver the notes (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of thecommencement of the offering and the closing date, within the United States or to, or for the account or benefit of, U.S.persons, and they will have sent to each broker/dealer to which they sell notes in reliance on Regulation S during such 40-dayperiod, a confirmation or other notice detailing the restrictions on offers and sales of the notes within the United States or to,or for the account or benefit of, U.S. persons. Terms used in this paragraph have the meanings given them by Regulation Sunder the US Securities Act. Resales of the notes are restricted as described under “Transfer Restrictions.”

In addition, until 40 days after the commencement of the offering, an offer or sale of the notes within the United Statesby a broker-dealer (whether or not it is participating in the offering) may violate the registration requirements of the USSecurities Act if such offer or sale is made otherwise than pursuant to Rule 144A under the US Securities Act.

Persons who purchase notes from the initial purchasers may be required to pay stamp duty, taxes and other charges inaccordance with the laws and practice of the country of purchase in addition to the offering price set forth on the cover pageof these listing particulars.

The issuer, Holdings and the guarantors have agreed that, for a period of 120 days after the date of the initial offeringof the notes by the initial purchasers, they will not offer, sell, contract to sell, pledge, or otherwise dispose of, directly orindirectly, or file with the SEC a registration statement under the Securities Act relating to any debt securities issued orguaranteed by any of them and having a maturity of more than one year from the date of issuance, or any options orderivatives in respect of such debt securities, or publicly disclose the intention to make any such offer, sale, pledge,disposition or filing, without the prior written consent of Credit Suisse Securities (Europe) Limited. The issuer, Holdings andthe guarantors have also agreed that they will not at any time offer, sell, contract to sell, pledge or otherwise dispose of,directly or indirectly, any securities under circumstances in which such offer, sale, pledge, contract or disposition wouldcause the exemption afforded by Section 4(2) of the US Securities Act or the safe harbor of Rule 144A and Regulation Sunder the US Securities Act to cease to be applicable to the offer and sale of the notes.

The notes are new issues of securities for which there currently is no market. Application has been made to the IrishStock Exchange for admission of the notes to trading on the Alternative Securities Market thereof. However, the issuercannot assure you that the notes will be admitted to trading or that such admission to trading will be maintained. The initialpurchasers have advised the issuer that they intend to make a market in the notes as permitted by applicable law. The initialpurchasers are not obligated, however, to make a market in the notes, and any market-making activity may be discontinued atany time at their sole discretion without notice. In addition, any such market-making activity will be subject to the limitsimposed by the US Securities Act and the US Securities Exchange Act of 1934, as amended (the “US Exchange Act”).

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Accordingly, the issuer cannot assure you that any market for the notes will develop, or that it will be liquid if it doesdevelop, or that you will be able to sell any notes at a particular time or at a price which will be favorable to you.

The issuer expects that delivery of the notes will be made against payment therefor on or about the date specified onthe cover page of these listing particulars, which will be the sixth business day following the date of pricing of the notes (thissettlement cycle being referred to as “T+6”). Under Rule 15c6-1 of the US Exchange Act, trades in the secondary marketgenerally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise.Accordingly, purchasers who wish to trade notes on the date of these listing particulars or the next two succeeding businessdays will be required, by virtue of the fact that the notes initially will settle in T+6 to specify an alternate settlement cycle atthe time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to make such trades should consulttheir own advisor. The notes will be issued in a minimum principal amount of £50,000 and any integral multiple of £1,000(or, in the case of senior secured toggle notes, any integral multiple of £1.00).

Credit Suisse Securities (Europe) Limited (or persons acting on behalf of Credit Suisse Securities (Europe) Limited)may engage in over-allotment, stabilizing transactions, covering transactions and penalty bids in accordance with RegulationM under the US Exchange Act.

Over-allotment involves sales in excess of the offering size, which creates a short position for the initial purchasers.Stabilizing transactions permit bidders to purchase the underlying security so long as the stabilizing bids do not exceed aspecified maximum. Covering transactions involve purchase of the notes in the open market after the distribution has beencompleted in order to cover short positions. Penalty bids permit the initial purchasers to reclaim a selling concession from abroker/dealer when the notes originally sold by that broker-dealer are purchased in a stabilizing or covering transaction tocover short positions.

These stabilizing transactions, covering transactions and penalty bids may cause the price of the notes to be higher thanit would otherwise be in the absence of these transactions. These transactions, if commenced, may be discontinued at anytime.

Each initial purchaser has represented and agreed that:(i) it has only communicated or caused to be communicated and will only communicate or cause to be

communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 ofthe Financial Services and Markets Act 2000 (the “FSMA”)) received by it in connection with the issue or sale ofany notes in circumstances in which section 21(1) of the FSMA does not apply to the issuer or any guarantor; and

(ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by itin relation to the notes in, from or otherwise involving the United Kingdom.

From time to time, the initial purchasers and their affiliates have provided, and may in the future provide, investmentbanking and commercial banking services to us and our affiliates for which they have received or may receive customary feesand commissions. Credit Suisse is acting as lead financial advisor and corporate broker to the issuer in connection with theAcquisition. Deutsche Bank AG and Goldman Sachs International are acting as joint financial advisors to the issuer inconnection with the Acquisition. All of the initial purchasers (or their affiliates) will be mandated lead arrangers and lendersunder the senior secured revolving credit facility. In addition, Deutsche Bank AG will act as agent and security agent underthe senior secured revolving credit facility. See “Description of Other Indebtedness.” Deutsche Bank AG, London Branch orits affiliates will act as trustee, paying agent and Irish transfer agent and paying agent for the notes, and will act as calculationagent for the senior secured notes.

The issuer has agreed to indemnify and hold harmless the initial purchasers against certain liabilities or to contribute topayments that they may be required to make in that respect.

The issuer has agreed to pay the initial purchasers certain customary fees for their services in connection with thisoffering and to reimburse them for certain out-of-pocket expenses.

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LEGAL MATTERSCertain legal matters in connection with this offering will be passed upon for us by Freshfields Bruckhaus Deringer,

London, England, as to matters of United States federal and New York law and to English law, and by Walkers, GeorgeTown, Cayman Islands, as to Cayman Islands law. The initial purchasers have been represented by Cravath, Swaine & MooreLLP, London, England.

REPORTING ACCOUNTANTThe consolidated financial information of Countrywide as of December 31, 2004, 2005 and 2006 and for the years then

ended, prepared in accordance with IFRS and included in these listing particulars, has been reported on by BDO StoyHayward LLP, reporting accountant and currently a member of the Institute of Chartered Accountants of England & Wales,as stated in their report appearing herein.

WHERE YOU CAN FIND OTHER INFORMATIONEach purchaser of the notes from the initial purchasers will be furnished with a copy of these listing particulars and any

related amendments or supplements to these listing particulars. Each person receiving these listing particulars and any relatedamendments or supplements to the listing particulars acknowledges that:

(i) such person has been afforded an opportunity to request from us, and to review and has received, all additionalinformation considered by it to be necessary to verify the accuracy and completeness of the information herein;

(ii) such person has not relied on the initial purchasers or any person affiliated with the initial purchasers inconnection with its investigation of the accuracy of such information or its investment decision; and

(iii) except as provided pursuant to (1) above, no person has been authorized to give any information or to make anyrepresentation concerning the notes offered hereby other than those contained herein and, if given or made, suchother information or representation should not be relied upon as having been authorized by us or the initialpurchasers.

For so long as any of the notes are “restricted securities” within the meaning of the Rule 144(a)(3) under theUS Securities Act, we will, during any period in which we are neither subject to the reporting requirements of Section 13 or15(d) of the US Exchange Act, nor exempt from the reporting requirements under Rule 12g3-2(b) of the US Exchange Act,provide to the holder or beneficial owner of such restricted securities or to any prospective purchaser of such restrictedsecurities designated by such holder or beneficial owner, in each case upon the written request of such holder, beneficialowner or prospective purchaser, the information required to be provided by Rule 144A(d)(4) under the US Securities Act.Any such request may be made to us at 25 St. George Street, 5th floor London W1S 1FS, United Kingdom.

We are not currently subject to the periodic reporting and other information requirements of the US Exchange Act.However, pursuant to the indentures governing the notes and so long as the notes are outstanding, we will furnish periodicinformation to holders of the notes. See “Description of the Senior Secured Notes—Certain Covenants—Reports and OtherInformation” and “Description of the Senior Notes—Certain Covenants—Reports and Other Information.”

For so long as the notes are listed on the Irish Stock Exchange for trading on the Alternative Securities Market thereofand the guidelines of that exchange so require, copies of such information, our organizational documents and the indenturesrelating to the notes and our most recent consolidated financial statements will be available for review during the normalbusiness hours on any business day at the specified office of the Irish Paying Agent. See “Listing and General Information.”

SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIESWe are incorporated under the laws of the Cayman Islands. Most of our directors and executive officers live outside the

United States. Most of the assets of our directors and executive officers and all of our assets are located outside the UnitedStates. As a result, although we have appointed an agent for service of process under the indentures governing the notes, itmay be difficult for you to serve process on those persons or us in the United States or to enforce judgments obtained inUS courts against them or us based on civil liability provisions of the securities laws of the United States.

The United States and the Cayman Islands do not currently have a treaty providing for reciprocal recognition andenforcement of judgments in civil and commercial matters. Although there is no statutory enforcement in the Cayman Islandsof judgments obtained in New York or other states in the United States, the courts of the Cayman Islands will recognize andenforce a foreign judgment of a court of competent jurisdiction, based on the principle that a judgment of a competent foreigncourt imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given, and provided suchjudgment is final, for a liquidated sum not in respect of taxes or a fine or penalty, and which was not obtained in a manner,and is not of a kind the enforcement of which is, contrary to the public policy of the Cayman Islands. A Cayman Islands court

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may also stay proceedings if concurrent proceedings are being brought elsewhere. The issuer will appoint CT Corporation asits agent in New York for service of process.

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LISTING AND GENERAL INFORMATION

ListingApplication has been made to list the notes on the Irish Stock Exchange for trading on the Alternative Securities

Market thereof in accordance with the guidelines of that exchange.Pursuant to the guidelines of the Irish Stock Exchange, the issuer accepts responsibility for the information contained in

this document. To the best of the knowledge and belief of the issuer, the information contained in this document is inaccordance with the facts and does not omit anything likely to affect the import of such information.

Information relating to each of the guarantors was provided by the respective guarantor. The issuer confirms that theinformation provided by the guarantors has been accurately reproduced and no facts have been omitted which would renderthe reproduced information inaccurate or misleading.

For as long as the notes are listed on the Irish Stock Exchange for trading on the Alternative Securities Market thereofand the guidelines of that exchange require, copies of the following documents may be inspected and obtained at thespecified office of the issuer and the Irish Paying Agent:

• the articles of association and the by-laws of the issuer and the guarantors;• the trust indenture which governs the representative of the note holders;• the annual consolidated and any interim financial statements published by the issuer;• the indentures for the notes (which include the forms of the notes);• any contracts or documents in relation to the guarantees provided by Countrywide and certain of its subsidiaries;

and• audited financial statements for the Countrywide Group for the years ended December 31, 2004, December 31,

2005 and December 31, 2006, respectively.As long as the notes are listed on the Irish Stock Exchange and the guidelines of the Irish Stock Exchange shall so

require, the issuer will maintain a paying and transfer agent in Ireland. The issuer reserves the right to vary such appointmentand the issuer will publish notice of such change of appointment in a newspaper having a general circulation in Ireland.

The issuer has appointed Deutsche International Corporate Services (Ireland) Limited as paying agent in Ireland andDeutsche Bank AG, London Branch as principal paying agent to make payments on, and transfers of, the notes. The issuerreserves the right to vary such appointment.

So long as the notes are listed on the Irish Stock Exchange for trading on the Alternative Securities Market thereof, thenotes will be freely transferable and negotiable in accordance with the guidelines of the Irish Stock Exchange.

For so long as the notes are listed on the Irish Stock Exchange for trading on the Alternative Securities Market thereofand the guidelines of that exchange so require, copies of such information, our organizational documents and the indenturesrelating to the notes and our most recent consolidated financial statements will be available for review during the normalbusiness hours on any business day at the specified office of the Irish Paying Agent.

The documents noted in this section are available in physical form through the Irish Transfer Agent and Paying Agentand through the Issuer at 25 St. George Street, 5th floor London W1S 1FS, United Kingdom.

The prescriptin period for claims on interest is five years and the prescription period for claims on principal is 10years.

Clearing InformationThe notes sold pursuant to Regulation S and the notes sold pursuant to Rule 144A of the US Securities Act have been

accepted for clearance through the facilities of Euroclear and Clearstream. The senior secured floating rate notes arerepresented by the Regulation S Global Note with the ISIN of XS0298895979 and Common Code of 029889597, and theRule 144A Global Note with the ISIN of XS0298920678 and Common Code of 029892067. The senior secured toggle notesare represented by the Regulation S Global Note with the ISIN of XS0298896944 and Common Code of 029889694, and theRule 144A Global Note with the ISIN of XS0298921999 and Common Code of 029892199. The senior notes are representedby the Regulation S Global Note with the ISIN of XS0298897249 and Common Code of 029889724, and the Rule 144AGlobal Note with the ISIN of XS0298922021 and Common Code of 029892202.

Legal InformationThe issuer, Castle HoldCo 4, Ltd., is a limited liability exempted company incorporated under the laws of the Cayman

Islands on February 14, 2007. The issuer’s registered office is located at Walkers SPV Limited, Walker House, 87 Mary

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Street, George Town, Grand Cayman KY1-9002, Cayman Islands, and its principal premises are located at 25 St. GeorgeStreet, 5th floor, London W1S 1FS, United Kingdom.

The creation and issuance of the notes has been authorized by a resolution of the issuer’s Board of Directors, datedApril 18, 2007.

The giving of the guarantees will be authorized pursuant to applicable corporate formalities.We estimate the expenses relating to admission of the notes to trading on the Irish Stock Exchange to be approximately

€10,000.

No Significant ChangeExcept as disclosed in these listing particulars:• there has been no material adverse change in the financial position of the issuer since February 14, 2007 or in the

financial position of any of the guarantors (the “Companies”) since the date of the last audited accounts,December 31, 2006;

• the issuer is not, and has not been, involved in any governmental, legal or arbitration proceedings that may have orhad in the 12 months before the date of these listing particulars, a significant effect on our financial position orprofitability. The issuer is not aware that any such proceedings are pending or threatened; and

• Countrywide is currently party to various claims and legal actions that arise in the ordinary course of business.Countrywide believes such claims and legal actions, individually and in the aggregate, will not have a materialadverse effect on the financial position or results of operations of Countrywide. See “Litigation and LegalExpenses Concerning Countrywide”.

Financial Information Relating to the IssuerAs of the date of the financial statements contained in these listing particulars and as of the date of issue of the notes,

the issuer is a special purpose acquisition vehicle without assets, revenue nor operations. Accordingly the issuer has not, noris it required to, prepare separate financial statements. The financial statements included in these listing particulars are thoseof the Countrywide Group.

Guarantor InformationFollowing the completion of the financial assistance “whitewash” procedures, the guarantors are expected to include:• Countrywide plc, Countrywide House, Perry Way, Witham CM8 3SX, United Kingdom, with registered number

04947152, date of incorporation: October 29, 2003, telephone number: +44 (0) 1376 533 700, which functions as aholding company;

• Countrywide Property Lawyers Limited, Lee House, 90 Great Bridgewater Street, Manchester M1 5RR, UnitedKingdom, with registered number 02066827, date of incorporation: October 23, 1986, telephone number: +44 (0)1376 533 700, which provides conveyancing services in England and Wales;

• Balanus Ltd., Countrywide House, Perry Way, Witham CM8 3SX with registered number 01837522, date ofincorporation: August 1, 1984, telephone number: +44 (0) 1376 533 700, which functions as a holding company;

• Countrywide Estate Agents FS Ltd., Sovereign House, Leighton Buzzard LU7 1GT United Kingdom withregistered number 01084123, date of incorporation: November 28, 1972, telephone number: +44 (0) 1376 533 700,which provides estate agency services including sales and estate management;

• Slater Hogg Mortgages Ltd., Sovereign House, Hockliffe Street, Leighton Buzzard LU7 1GT, United Kingdomwith registered number 04206425, date of incorporation: April 26, 2001, telephone number: +44 (0) 1376 533 700,which provides mortgage services;

• Countrywide Estate Agents, Countrywide House, Perry Way, Witham CM8 3SX, United Kingdom, with registerednumber 00789476, date of incorporation: January 27, 1964, telephone number: +44 (0) 1376 533 700; whichserves as the operating company that manages and directs a number of estate agency branches;

• Countrywide Franchising Ltd., Century House, Rosemount Avenue, West Byfleet KT14 6LB, United Kingdomwith registered number 03777494, date of incorporation: May 26, 1999, telephone number: +44 (0) 1376 533 700,which franchises the name Bairstow Eves to private estate agents;

• Securemove Property Services 2005 Ltd., Countrywide House, Perry Way, Witham CM8 3SX, United Kingdom,with registered number 04542716, date of incorporation: September 23, 2002, telephone number: +44 (0) 1376533 700, which provides surveying and valuation services;

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• Countrywide Surveyors Ltd., Market House, Market Square, Stony Stratford, Milton Keynes, MK11 1BE, UnitedKingdom with registered number 01954031, date of incorporation: November 4, 1985, telephone number: +44 (0)1376 533 700, which provides surveying services for residential property; and

• Countrywide Estate Agents (South) Ltd., Countrywide, Perry Way, Witham, CM8 3SX, United Kingdom withregistered number 02276358, date of incorporation: July 12, 1988, telephone number: +44 (0) 1376 533 700,which is a dormant company.

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INDEX TO FINANCIAL INFORMATION

Consolidated Financial Information as at December 31, 2006, 2005 and 2004 and for the three years then ended

Accountant’s Report on the financial information as at and for the years ended December 31, 2006, 2005 and 2004 F-2Group Income Statements for the years ended December 31, 2006, 2005 and 2004....................................... F-3Group Statements of Recognised Income and Expense for the years ended December 31, 2006, 2005 and 2004 F-4Group Balance Sheets as at December 31, 2006, 2005 and 2004................................................................... F-5Group Cash Flow Statements for the years ended December 31, 2006, 2005 and 2004.................................. F-6Notes to the Group Financial Information .................................................................................................... F-7

BDO Stoy Hayward LLPChartered Accountants

8 Baker StreetLondonW1U 3LL

The DirectorsCastle HoldCo 4, Ltd25 St George Street5th FloorLondonW1S 1FS

20 April 2007

Dear SirsCountrywide plc (“Countrywide”) and its subsidiary undertakings (together, the “Countrywide Group”)

IntroductionWe report on the financial information set out on pages F3 to F50. This financial information has been prepared for

inclusion in these listing particulars of Castle HoldCo 4, Ltd (the “Listing Particulars”) on the basis of the accounting policiesset out in note 2 to the financial information.

This report is required by item 11.1 of annex IX of the Commission Regulation (EC) No 809/2004 (the “PDRegulation”) and is given for the purpose of complying with that item and for no other purpose.

ResponsibilitiesAs described on page F7, Castle HoldCo 4, Ltd. is responsible for the financial information on the basis of preparation

set out in note 2 to the financial information and in accordance with International Financial Reporting Standards (“IFRSs”) asadopted by the European Union.

It is the responsibility of the issuer to form an opinion as to whether the financial information gives a true and fairview, for the purposes of the Listing Particulars, and to report the opinion of the issuer to you.

Save for any responsibility arising under paragraph 3(2)(f) of schedule 1 of the Prospectus (Directive 2003/71/EC)Regulations 2005 to any person as and to the extent there provided, including the initial purchasers, to the fullest extentpermitted by the law the issuer does not assume any responsibility and will not accept any liability to any other person forany loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement,required by and given solely for the purposes of item 13.1 of annex IX of the PD Regulation consenting to its inclusion in theListing Particulars.

Basis of opinionWe conducted our work in accordance with Standards for Investment Reporting issued by the Auditing Practices Board

in the United Kingdom. Our work included an assessment of evidence relevant to the amounts and disclosures in the financialinformation. It also included an assessment of significant estimates and judgements made by those responsible for thepreparation of the financial information and whether the accounting policies are appropriate to the entity’s circumstances,consistently applied and adequately disclosed.

We planned and performed our work so as to obtain all the information and explanations which we considerednecessary in order to provide us with sufficient evidence to give reasonable assurance that the financial information is freefrom material misstatement whether caused by fraud or other irregularity or error.

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Our work has not been carried out in accordance with auditing or other standards and practices generally accepted inthe United States of America or other jurisdictions and accordingly should not be relied upon as if it had been carried out inaccordance with those standards and practices.

OpinionIn our opinion, the financial information gives, for the purposes of the Listing Particulars, a true and fair view of the

state of affairs of the Countrywide Group as at the dates stated and of its consolidated profits, cash flows and changes inequity for the years then ended in accordance with the basis of preparation set out in note 2 to the financial information andhas been prepared in accordance with applicable IFRSs as described in note 2 to the financial information.

DeclarationFor the purposes of paragraph 3(2)(f) of schedule 1 of the Prospectus (Directive 2003/71/EC) Regulations 2005 we are

responsible for this report as part of the Listing Particulars and declare that we have taken all reasonable care to ensure thatthe information contained in this report is, to the best of our knowledge, in accordance with the facts and contains noomission likely to affect its import. This declaration is included in the Listing Particulars in compliance with item 1.2 ofannex XI of the PD Regulation.

Yours faithfullyBDO Stoy Hayward LLPChartered Accountants

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COUNTRYWIDE PLCGROUP INCOME STATEMENTS FOR THE YEARS ENDED 31 DECEMBER

Note 2006 2005 2004

£’000 £’000 £’000Revenue.......................................................................................... 654,204 528,164 474,186Other income .................................................................................. 5 17,399 14,264 9,614Exceptional income

Profit on disposal of freehold properties ...................................... 9 — 4,982 — 671,603 547,410 483,800

Employee benefit costs.................................................................... 6 (361,172) (317,007) (269,115)Depreciation, amortisation and impairment...................................... (12,089) (10,872) (9,782)Other expenses:

Regular expenses ........................................................................ (202,828) (182,608) (152,262)Exceptional items:

Abortive transaction costs ........................................................... 9 (3,270) — —Write off of computer software and associated contracts.............. 9 — (5,540) —Cost of group restructuring.......................................................... 9 — — (9,424)Loss on disposal of investment property...................................... 9 — — (1,909)

(206,098) (188,148) (163,595)Group operating profit before exceptional items.......................... 95,514 31,941 52,641Exceptional items (net).................................................................... (3,270) (558) (11,333)Group operating profit.................................................................. 92,244 31,383 41,308Finance expense.............................................................................. 7 (1,595) (5,603) (3,736)Finance income ............................................................................... 8 2,346 2,252 2,219Share of profit/(loss) post tax from joint ventures and associates ...... 17(b) 1,411 1,014 235Profit on part disposal of joint venture and associated undertakings.. 17(b) 19,357 2,621 —Profit before taxation .................................................................... 9 113,763 31,667 40,026Taxation.......................................................................................... 11 (31,907) (4,468) (13,989)Profit for the year from continuing operations............................. 81,856 27,199 26,037

Post tax profit for the year from discontinued activities .................... 10 — — 1,419Profit for the year attributable to equity shareholders................. 81,856 27,199 27,456Earnings per share (expressed in pence per share)Basic............................................................................................... 13 47.22 15.45 16.45Diluted............................................................................................ 13 46.53 15.37 16.36Earnings per share from continuing operations (expressed in pence

per share)Basic............................................................................................... 13 47.22 15.45 15.60Diluted............................................................................................ 13 46.53 15.37 15.52

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GROUP STATEMENTS OF RECOGNISED INCOME AND EXPENSEFOR THE YEARS ENDED 31 DECEMBER

Note 2006 2005 2004

£’000 £’000 £’000Foreign exchange translation differences ....................................................... (25) (6) 217Actuarial (losses)/gains arising in the pension scheme.................................... 6(d) (1,455) (2,619) 510Deferred tax adjustment arising on the pension scheme assets and liabilities... 11 437 786 (153)Deferred tax asset movement in relation to share-based payments .................. 11 105 — —Share of movements recorded directly in equity by joint ventures and associated

companies ................................................................................................ 17(b) 1,076 500 —Income and expense recognised directly in equity .......................................... 138 (1,339) 574Profit for the year .......................................................................................... 81,856 27,199 27,456Total income and expense recognised for the year attributable to equity

shareholders............................................................................................ 27 81,994 25,860 28,030

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GROUP BALANCE SHEETS AS AT 31 DECEMBER

Note 2006 2005 2004

£’000 £’000 £’000AssetsNon-current assetsIntangible assets:Goodwill................................................................................................ 14 30,685 37,737 35,377Other intangible assets............................................................................ 14 6,143 6,164 11,224Property, plant and equipment ................................................................ 16 22,780 22,397 30,742Investments accounted for using the equity method:Investments in joint ventures and associated undertakings....................... 17(b) 6,462 3,738 4,561Other investments................................................................................... 17(c) 1,233 1,225 1,217Other receivables.................................................................................... 18 123 1,401 2,294Deferred tax asset................................................................................... 24 10,192 11,479 7,512Total non-current assets.......................................................................... 77,618 84,141 92,927

Current assetsTrade and other receivables .................................................................... 18 86,440 78,006 72,820Cash and cash equivalents ...................................................................... 19 64,370 6,987 21,398Total current assets................................................................................. 150,810 84,993 94,218Total assets ........................................................................................... 228,428 169,134 187,145

Capital and reserves attributable to the equity shareholders of theCompany

Share capital........................................................................................... 25 8,543 8,872 8,515Share premium....................................................................................... 27 30,452 30,213 1,711Capital redemption reserve ..................................................................... 27 50 50 50Capital reserve ....................................................................................... 27 (433,829) (433,829) (433,829)Treasury share reserve............................................................................ 27 (35,766) (6,216) —ESOP share reserve ................................................................................ 27 (3,588) (571) (839)Other reserves ........................................................................................ 27 1,109 1,109 1,109Translation reserve ................................................................................. 27 186 211 217Retained earnings................................................................................... 27 493,400 423,584 406,557Total shareholders’ equity ................................................................... 60,557 23,423 (16,509)Non-current liabilitiesFinancial liabilities – loans and borrowings............................................. 21 — 5,000 75,000Defined benefit scheme liabilities ........................................................... 6(d) 15,867 15,514 13,481Provisions .............................................................................................. 23 10,674 9,654 12,024Deferred income..................................................................................... 22 18,223 18,060 19,618Total non-current liabilities..................................................................... 44,764 48,228 120,123

Current liabilitiesFinancial liabilities – bank overdrafts...................................................... — — 2,297Trade and other payables ........................................................................ 20 95,354 82,399 69,779Provisions .............................................................................................. 23 11,231 10,130 7,072Current tax liabilities .............................................................................. 16,522 4,954 4,383Total current liabilities ........................................................................... 123,107 97,483 83,531Total liabilities...................................................................................... 167,871 145,711 203,654Total equity and liabilities.................................................................... 228,428 169,134 187,145

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GROUP CASH FLOW STATEMENTSFOR THE YEARS ENDED 31 DECEMBER

Note 2006 2005 2004

£’000 £’000 £’000Cash flows from operating activitiesCash generated from operations.................................................................. 28 111,638 45,021 74,015Interest paid ............................................................................................... (10) (5,800) (2,479)Tax paid..................................................................................................... (18,512) (5,069) (22,020)Net cash from operating activities............................................................... 93,116 34,152 49,516

Cash flows from investing activitiesAcquisition of subsidiaries, net of cash acquired ......................................... 29 (178) (1,008) (48,479)Purchase of investments ............................................................................. — (10) (11)Demerger of subsidiary .............................................................................. — — (1,043)Costs of group restructuring........................................................................ — — (10,550)Net portfolio – Life business shareholder investments ................................. — — (8,337)Purchase of property, plant and equipment.................................................. (8,259) (5,510) (10,526)Purchase of intangible assets....................................................................... (2,245) (1,407) (4,059)Proceeds from sale of property, plant and equipment................................... 794 11,021 22,730Proceeds from part disposal of joint ventures and associated undertakings... 20,246 3,412 —Purchase of additional holding in joint venture............................................ (1,086) — —Proceeds from disposal of business ............................................................. 4,340 — —Dividend received from associated undertaking .......................................... 428 1,537 —Interest received ......................................................................................... 1,995 2,193 2,180Net cash generated from investing activities................................................ 16,035 10,228 (58,095)

Cash flows from financing activitiesProceeds from issue of share capital............................................................ 400 28,943 12,749Proceeds from disposal of own shares......................................................... — 268 1,742Proceeds from term loan............................................................................. — — 75,000Repayment of term loan ............................................................................. (5,000) (70,000) (15,600)Return of capital on group restructuring...................................................... — — (85,004)Buyback of shares ...................................................................................... (30,211) (6,300) —Purchase of own shares in ESOP ................................................................ (3,017) — —Dividend paid............................................................................................. 12 (13,940) (9,405) (23,528)Net cash used in financing activities ........................................................... (51,768) (56,494) (34,641)Net increase/(decrease) in cash and cash equivalents................................... 57,383 (12,114) (43,220)

Cash and cash equivalents at 1 January (net of any bank overdrafts)............ 6,987 19,101 62,321Cash and cash equivalents at 31 December (net of any bank overdrafts) ...... 64,370 6,987 19,101

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COUNTRYWIDE PLCNOTES TO THE GROUP FINANCIAL INFORMATION

1. GENERAL INFORMATIONThe Issuer is responsible for the financial information on the basis of preparation set out below and in accordance with

applicable law and International Financial Reporting Standards (“IFRSs”) adopted by the European Union.Countrywide plc is a company incorporated in the United Kingdom under the Companies Act 1985. The address of the

registered office is Countrywide House, Perry Way, Witham, Essex, CM8 3SX. The nature of the Group’s operations and itsprincipal activities is the provision of services to the residential property market.

The Consolidated Financial Information is presented in pounds sterling because that is the currency of the primaryeconomic environment in which the Group operates. Foreign operations are included in accordance with the policies set outin note 2.

At the date of authorisation of the Consolidated Financial Information, the following Standards and Interpretationsapplicable to the Group’s Financial Information, which have not been applied in this Financial Information, were in issue butnot yet effective:

IFRS 7 Financial Instruments: Disclosures; and the related amendment to IAS 1 on capital disclosuresIFRS 8* Operating segmentsIFRIC 7 Applying the Restated Approach under IAS 29 Financial Reporting in Hyperinflationary EconomiesIFRIC 8 Scope of IFRS 2 – Share-based Payment TransactionsIFRIC 9 Reassessment of Embedded DerivativesIFRIC 10* Interim reporting and impairmentsIFRIC 11* IFRS 2 – Group and Treasury Share TransactionsIFRIC 12* Service Concession AgreementsIAS 23* Borrowing CostsThose standards and interpretations marked * have not yet been endorsed by the European Union.The Directors anticipate that the adoption of these Standards and Interpretations in future periods will have no material

impact on the Consolidated Financial Information of the Group, except for additional disclosures on capital and financialinstruments when the relevant standards come into effect for the periods commencing on or after 1 January 2007.

2. ACCOUNTING POLICIESThe principal accounting policies adopted in the preparation of the Consolidated Financial Information are set out

below. The policies have been consistently applied to all the years presented, unless otherwise stated.

(a) Basis of preparationThe Group’s Consolidated Financial Information has been prepared in accordance with International Financial

Reporting Standards including International Accounting Standards and Interpretations (collectively ‘IFRS’) issued by theInternational Accounting Standards Board (‘IASB’) and endorsed for use by companies in the EU, and with those parts of theUK Companies Act 1985 applicable to companies reporting under IFRS.

The preparation of the Consolidated Financial Information in conformity with generally accepted accounting principlesrequires the use of estimates and assumptions that affect the reported amount of assets and liabilities at the balance date andthe reported amounts of revenues and expenses during the reporting period. Although these estimates are based onmanagement’s best knowledge of the amount, events or actions, actual results may differ from those estimates.

(b) Basis of consolidationSubsidiaries

Subsidiaries are entities controlled by the Company. Control exists when the Company has the power, directly orindirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessingcontrol, potential voting rights that presently are exercisable or convertible are taken into account. The Financial Informationof subsidiaries is included in the Consolidated Financial Information from the date that control commences until the date thatcontrol ceases.

The Consolidated Financial Information incorporates the results of business combinations using the purchase methodother than for acquisitions before 1 January 2004 accounted for using the merger method. In the consolidated balance sheet,the acquiree’s identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the

277

acquisition date. The results of acquired operations are included in the consolidated income statement from the date on whichcontrol is obtained.

Reverse acquisition accounting was adopted to reflect the Scheme of Arrangement in 2004 under which the Companyissued shares to former shareholders of Countrywide Assured Group plc and became the only shareholder in that company.Under this method Countrywide Assured Group plc, the former holding company of the Group, was treated as if it was theacquiring company of the Group. The demerger of the Life Business of Countrywide Assured Group plc was treated as atransaction with shareholders and was reflected as a movement in the reserves of the Company and Group.

AssociatesAssociates are those entities in which the Group has significant influence, but not control or the power to exert control,

over the financial and operating policies. The Consolidated Financial Information include the Group’s share of the profits andlosses of associates on an equity accounted basis and the Group’s share of their net assets is included in investments in theconsolidated balance sheet. When the Group’s share of losses exceed its interest in an associate, the Group’s carrying amountis reduced to nil and recognition of further losses is discontinued except to the extent that the Group has incurred legal orconstructive obligations or made payments on behalf of an associate.

Jointly controlled entitiesA jointly controlled entity is an undertaking in which the Group has a long-term interest and over which it exercises

joint control. Jointly controlled entities are equity accounted, meaning that the Group’s share of the profits and losses ofjointly controlled entities is included in the consolidated income statement and its share of net assets is included ininvestments in the consolidated balance sheet. When the Group’s share of losses exceeds its interest in a jointly controlledentity, the Group’s carrying amount is reduced to nil and recognition of further losses is discontinued except to the extent thatthe Group has incurred legal or constructive obligations or made payments on behalf of a jointly controlled entity.

Transactions eliminated on consolidationIntragroup balances, and any gains and losses or income and expenses arising from intragroup transactions, are

eliminated in preparing the Consolidated Financial Information. Gains arising from transactions with associated and jointlycontrolled entities are eliminated to the extent of the Group’s interest in the entity. Losses are eliminated in the same way asgains, but only to the extent that there is no evidence of impairment.

(c) Property, plant and equipmentOwned assets

Items of property, plant and equipment are stated at cost or deemed cost less accumulated depreciation and impairmentlosses.

Certain items of property, plant and equipment that had been revalued to fair value on or prior to 1 January 2004, thedate of transition to IFRS, are measured on the basis of deemed cost, being the revalued amount at the date of thatrevaluation.

When parts of an item of property, plant and equipment have different useful lives, those components are accounted foras separate items of property, plant and equipment.

DepreciationDepreciation is charged to profit or loss on a straight-line basis over the estimated useful lives of each part of an item of

property, plant and equipment. Freehold land is not depreciated. The estimated useful lives are as follows:• Freehold buildings – 50 years

COUNTRYWIDE PLCNOTES TO THE GROUP FINANCIAL INFORMATION

• Leasehold properties and improvements – over the period of the lease• Office furniture and equipment – 3 to 5 years• Motor vehicles – 3 to 5 yearsThe residual value is reassessed annually.

278

Leased assetsLeases under which the Group assumes substantially all the risks and rewards of ownership of an asset are classified as

finance leases. Property, plant and equipment acquired under finance leases is recorded at fair value or, if lower, the presentvalue of minimum lease payments at inception of the lease, less depreciation and any impairment.

(d) Intangible assetsGoodwill

Goodwill has been recognised on acquisitions of subsidiaries, associates and joint ventures. In respect of businessacquisitions that have occurred since 1 January 2004, goodwill represents the difference between the cost of the acquisitionand the fair value of the net identifiable assets acquired.

In respect of acquisitions prior to this date, goodwill is included on the basis of its deemed cost, which represents theamount recorded under previous GAAP. The classification and accounting treatment of business combinations that occurredprior to 1 January 2004 has not been reconsidered in preparing the Group’s opening IFRS balance sheet at 1 January 2004.

Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash generating units and isnot amortised but is tested annually for impairment. In respect of associated undertakings and joint ventures, the carryingamount of goodwill is included in the carrying amount of the investment in the associated undertakings and joint ventures.

Negative goodwill arising on an acquisition is recognised directly in profit or loss.

Other intangible assetsIntangible assets other than goodwill that are acquired by the Group are stated at cost less accumulated amortisation

and impairment losses.Expenditure on internally generated goodwill and brands is recognised in profit or loss as an expense when incurred.Internal costs that are incurred during the development of significant and separately identifiable computer software for

use in the business are capitalised where the software is integral to the generation of future economic benefits. Internal coststhat are capitalised are limited to incremental costs specific to the project.

AmortisationAmortisation is charged to profit or loss on a straight-line basis over the estimated useful lives of intangible assets

unless such lives are indefinite. The estate agency pipeline has a very short life and it is charged to profit or loss over theperiod that it unwinds, which is typically 3 to 4 months. All goodwill and intangible assets with an indefinite useful life aretested systematically for impairment at each annual balance sheet date. Computer software is amortised over 3 to 5 years.

(e) Trade and other receivablesTrade and other receivables are stated at their amortised cost less impairment losses.

(f) Cash and cash equivalentsCash and cash equivalents comprise cash balances and call deposits with an original maturity of three months or less.

Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are included as acomponent of cash and cash equivalents for the purpose of the statement of cash flows.

COUNTRYWIDE PLCNOTES TO THE GROUP FINANCIAL INFORMATION

(g) ImpairmentThe carrying amounts of the Group’s assets are reviewed annually to determine whether there is any indication of

impairment. If any such indication exists, the asset’s recoverable amount is estimated.In respect of goodwill, intangible assets that have an indefinite useful life and intangible assets that are not yet available

for use, the recoverable amount is estimated at each annual balance sheet date.Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of cash-generating units are

allocated first to reduce the carrying amount of any goodwill allocated to the cash-generating unit and then to reduce thecarrying amount of the other assets in the unit on a pro-rata basis.

An impairment loss in respect of goodwill is not reversed. In respect of other assets, an impairment loss is reversed ifthere has been a change in the estimates used to determine the recoverable amount.

279

Goodwill and intangible assets that have an indefinite useful life were tested for impairment at 1 January 2004, the dateof transition to IFRSs, even though no indication of impairment existed.

An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amountthat would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

(h) DividendsEquity dividends are recognised when they become legally payable. In the case of interim dividends to equity

shareholders, this is when declared by the Directors. In the case of final dividends, this is when approved by the shareholdersat the Annual General Meeting.

(i) Employee benefitsDefined contribution plans

Obligations for contributions to defined contribution pension plans are recognised as an expense in profit or loss asincurred.

Defined benefit plansThe Group’s net obligation in respect of the defined benefit pension plan is calculated by estimating the amount of

future benefit that employees have earned in return for their service in prior periods. That benefit is discounted to determineits present value, and the fair value of the plan assets is deducted. The discount rate is the yield at the balance sheet date ofcorporate bonds that have maturity dates approximating to the terms of the Group’s obligations. The calculation is performedby a qualified actuary using the projected unit credit method.

As permitted by IAS 19: Employee Benefits, actuarial gains and losses are recognised immediately in the Statement ofRecognised Income and Expense.

When the benefits of the plan are improved, the portion of the increased benefit relating to past service by employees isrecognised as an expense in profit or loss on a straight-line basis over the average period until the benefits become vested. Tothe extent that the benefits vest immediately, the expense is recognised immediately in profit or loss.

Share-based payment transactionsThe share option programme allows Group employees to acquire shares in the Company. The fair value of options

granted is recognised as an employee expense with a corresponding increase in equity. The fair value is measured at grantdate and spread over the period during which the employees become unconditionally entitled to the options. The fair value ofthe options granted is measured using a binomial lattice model, taking into account the terms and conditions upon which theoptions were granted. Non-market vesting conditions are taken into account by adjusting the number of equity instrumentsexpected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period isbased on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the optionsgranted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether the market vestingconditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

COUNTRYWIDE PLCNOTES TO THE GROUP FINANCIAL INFORMATION

Where the terms and conditions of options are modified before they vest, the increase or decrease in the fair value ofthe options measured immediately before and after the modification is also charged to the income statement over theremaining vesting period.

(j) Treasury sharesConsideration paid or received for the purchase or sale of Treasury shares is recognised directly in equity. The excess

of the cost of Treasury shares held over their nominal value is presented as a separate reserve (the “Treasury share reserve”).Any excess of the consideration received on the sale of Treasury shares over the weighted average cost of the shares sold iscredited to the share premium account.

(k) Employee Share Ownership Plan (ESOP)As the Company is deemed to have control of its ESOP trust, it is treated as a subsidiary and consolidated for the

purposes of the Group accounts. The ESOP’s assets (other than investments in the Company’s shares), liabilities, income andexpenses are included on a line-by-line basis in the Group’s Consolidated Financial Information. The ESOP’s investment in

280

the Company’s shares is deducted from shareholders’ funds in the Group balance sheet as if they were treasury shares, exceptthat the profits on the sale of ESOP shares are not credited to the share premium account.

(l) ProvisionsA provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result

of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect ismaterial, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current marketassessments of the time value of money and, when appropriate, the risks specific to the liability.

(m) Trade and other payablesTrade and other payables are stated at amortised cost.

(n) RevenueServices rendered

Revenue, which arises mainly in the United Kingdom, comprises commission and fees receivable.Commission earned on sales of residential and commercial property is accounted for on the exchange of contracts for

such sales. Survey, valuation and conveyancing fees are accounted for on completion of the service being provided.Commission earned on sales of insurance policies, mortgages and related products is accounted for when the policies go onrisk or the mortgage is exchanged.

(o) Other incomeOther income is recognised when its receipt is assured and the Group has no further obligations to any other party in

respect of that income.Rental income from sub-let properties is recognised in profit or loss on a straight-line basis over the term of the lease.

Lease incentives granted are recognised as an integral part of the total rental income.

(p) ExpensesOperating lease payments

Payments under operating leases are recognised in profit or loss on a straight-line basis over the term of the lease.Lease incentives received are recognised in profit or loss as an integral part of the total lease expense.

Net financing costsNet financing costs comprise interest payable on borrowings, calculated using the effective interest rate method,

interest receivable on funds invested, dividend income and foreign exchange gains and losses. Interest income is recognisedin profit or loss as it accrues using the effective interest method.

COUNTRYWIDE PLCNOTES TO THE GROUP FINANCIAL INFORMATION

(q) Exceptional itemsExceptional items are material items which derive from events or transactions that fall within the ordinary activities of

the Group and which, individually or, if of a similar type, in aggregate, need to be disclosed by virtue of their size orincidence if the Consolidated Financial Information is to give a true and fair view.

(r) Income taxIncome tax on the profit or loss for the periods presented comprises current and deferred tax. Income tax is recognised

in profit or loss except to the extent that it relates to items recognised directly in equity, in which case it is recognised inequity.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantiallyenacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.

Deferred tax is provided using the balance sheet liability method, providing for temporary differences between thecarrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Thefollowing temporary differences are not provided for: goodwill amortisation not deductible for tax purposes; the initialrecognition of assets or liabilities that affect neither accounting nor taxable profit; and differences relating to investments insubsidiaries to the extent that they are unlikely to reverse in the foreseeable future. The amount of deferred tax provided is

281

based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax ratesenacted or substantially enacted at the balance sheet date.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be availableagainst which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that therelated tax benefit will be realised.

Additional income taxes that arise from the distribution of dividends are recognised at the same time as the liability topay the related dividend.

(s) Segment reportingA segment is a distinguishable component of the Group that is engaged in either providing particular products or

services (business segment), or in providing products or services within a particular economic environment (geographicalsegment), which is subject to risks and rewards that are different from those of other segments.

(t) Foreign currencyTransactions entered into by Group entities in a currency other than the currency of the primary economic environment

in which it operates (the "functional currency") are recorded at the rates ruling when the transactions occur. Foreign currencymonetary assets and liabilities are translated at the rates ruling at the balance sheet date. Exchange differences arising on theretranslation of unsettled monetary assets and liabilities are recognised immediately in the income statement.

On consolidation, the results of overseas operations are translated into sterling at rates approximating to those rulingwhen the transactions took place. All assets and liabilities of overseas operations, including goodwill arising on theacquisition of those operations, are translated at the rate ruling at the balance sheet date. Exchange differences arising ontranslating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised directly inequity (the "foreign exchange reserve"). Exchange differences recognised in the profit or loss of Group entities’ separateFinancial Information on the translation of long-term monetary items forming part of the Group’s net investment in theoverseas operation concerned are reclassified to the foreign exchange reserve if the item is denominated in the functionalcurrency of the Group or the overseas operation concerned.

On disposal of a foreign operation, the cumulative exchange differences recognised in the foreign exchange reserverelating to that operation up to the date of disposal are transferred to the income statement as part of the profit or loss ondisposal.

COUNTRYWIDE PLCNOTES TO THE GROUP FINANCIAL INFORMATION

(u) Financial assetsThe Group classifies its financial assets into one of the following categories, depending on the purpose for which the

asset was acquired. The Group’s accounting policy for each category is as follows:• Other investments: These are long-term investments held at fair value.• Receivables: These assets are non-derivative financial assets that arise principally through the provision of services

to customers. They are carried at cost less any provision for impairment.• Cash and cash equivalents: These assets are non-derivative monetary assets.

(v) Financial liabilitiesThe Group classifies its financial liabilities into one of the following categories, depending on the purpose for which

the asset was acquired. The Group’s accounting policy for each category is as follows:• Trade payables and other short-term monetary liabilities: These are recognised at amortised cost.• Bank borrowings: These borrowings have flexible interest rates and interest periods and interest incurred is

recognised over the interest period. The total interest expense includes initial transactions costs which areamortised over the period of the facility.

• Provisions and accruals: These are estimates of future payables and liabilities held at cost or discounted value.

3. CRITICAL ACCOUNTING JUDGMENTS AND ESTIMATESThe preparation of the Group’s Consolidated Financial Information under IFRS requires the Directors to make

estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets andliabilities. Estimates and judgements are continually evaluated and are based on historical experience and other factors

282

including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differfrom these estimates.

The Directors consider that the following estimates and judgements are likely to have the most significant effect on theamounts recognised in the Consolidated Financial Information.

Impairment of goodwillDetermining whether goodwill is impaired requires an estimation of the value in use of the cash-generating units to

which goodwill has been allocated. The value in use calculation requires the entity to estimate the future cash flows expectedto arise from the cash-generating unit and a suitable discount rate in order to calculate present value. Further details ofimpairment reviews are set out in note 14.

Post retirement benefitsThe actuarial gain or loss attributable to the movement in the deficit of the defined benefit pension scheme that is

charged to the statement of recognised income and expense is subject to a number of assumptions and uncertainties. Thecalculated liabilities of the scheme are based on assumptions regarding inflation rates, discount rates and the long termexpected return on the scheme’s assets and member longevity. Details of the assumptions used are shown in note 6 (d). Suchassumptions are based on actuarial advice and are benchmarked against similar pension schemes.

Share-based paymentsThe charge for share-based payments is calculated in accordance with the analysis described in note 6 (c). The option

valuation model used requires highly subjective assumptions to be made including the future volatility of the Company’sshare price, expected dividend yields, risk-free interest rates and expected staff turnover. The Directors draw upon a varietyof external sources to aid in the determination of the appropriate data to use in such calculations.

COUNTRYWIDE PLCNOTES TO THE GROUP FINANCIAL INFORMATION

Provisions and other contingenciesWhen any of the Group’s businesses vacate a leased property prior to the expiration of the lease, a provision is

established to reflect the expected lease payments that the Group will incur prior to the assignment or sublease of theproperty. Such a calculation requires a judgement as to the timing and duration of the expected vacancy periods. Whenmaking these judgements, the Directors consider a number of factors including the location and condition of the property, theterms of the lease and current economic environment.

The Group occupies a significant number of leased properties across the country. These leases contain dilapidationobligations. The Directors take the advice of the in-house surveyors in assessing the level of the future obligation.

The clawback provision is calculated using a model that has been developed over several years. The model is based onhistorical information collating clawback data in quarterly cohorts. The Directors use this data, together with latest markettrends, to make a judgement as to the future clawback rates to be applied.

When evaluating the impact of potential liabilities arising from claims against the Company, the Directors takeprofessional advice to assist them in arriving at their estimation of the liability taking into account the probability of thesuccess of any claims.

4. SEGMENTAL REPORTINGPrimary reporting format – business segments – 2006

Estateagency2006

Lettings2006

Financialservices

2006

Surveyingand

valuation2006

Conveyancing2006

Eliminations2006

Total2006

£’000 £’000 £’000 £’000 £’000 £’000 £’000RevenueExternal sales .......................................... 359,417 43,913 91,299 136,844 22,731 — 654,204Inter-segment sales................................ 2,405 — 278 — — (2,683) —Total revenue .......................................... 361,822 43,913 91,577 136,844 22,731 (2,683) 654,204Segment result before non-

recurring items................................ 53,470 7,963 20,973 26,733 (250) — 108,889Exceptional and non-recurring items:

283

Estateagency2006

Lettings2006

Financialservices

2006

Surveyingand

valuation2006

Conveyancing2006

Eliminations2006

Total2006

£’000 £’000 £’000 £’000 £’000 £’000 £’000– Profit on disposal of Commercial

Surveying business ............................. — — — 1,999 — — 1,999– Business closure costs .......................... — — — — (2,083) — (2,083)– Goodwill impairment............................ — — — — (2,360) — (2,360)Segment result after non-recurring

items .................................................. 53,470 7,963 20,973 28,732 (4,693) — 106,445Unallocated expenses– Recurring ............................................. (6,931)– Non- recurring...................................... (4,000)Profit on disposal of properties ................ —Abortive transaction costs........................ (3,270)Operating profit ................................ 92,244Finance expense...................................... (1,595)Finance income ....................................... 2,346Share of post tax results of joint

ventures and associates ....................... 1,411Profit on part disposal of joint

ventures and associates ....................... 19,357Profit before tax ................................ 113,763Income taxes ........................................... (31,907)Profit for the year from continuing

operations.......................................... 81,856

COUNTRYWIDE PLCNOTES TO THE GROUP FINANCIAL INFORMATION

Primary reporting format – business segments – 2005

Estateagency2005

Lettings2005

Financialservices

2005

Surveyingand

valuation2005

Conveyancing2005

Eliminations2005

Total2005

£’000 £’000 £’000 £’000 £’000 £’000 £’000RevenueExternal sales .......................................... 277,403 39,086 74,473 118,075 19,127 — 528,164Inter-segment sales................................ 1,414 — — — — (1,414) —Total revenue .......................................... 278,817 39,086 74,473 118,075 19,127 (1,414) 528,164Segment result before non-

recurring items................................ 8,500 5,589 11,713 18,722 (7,657) — 36,867Exceptional and non-recurring items:– Write off of computer software and

associated contracts ............................ — — — — (5,540) — (5,540)Segment result after non-recurring

items .................................................. 8,500 5,589 11,713 18,722 (13,197) — 31,327Unallocated expenses– Recurring ............................................. (4,611)– Non- recurring...................................... (315)Profit on disposal of properties ................ 4,982Abortive transaction costs........................ —Operating profit ................................ 31,383

Finance expense...................................... (5,603)

284

Estateagency2005

Lettings2005

Financialservices

2005

Surveyingand

valuation2005

Conveyancing2005

Eliminations2005

Total2005

£’000 £’000 £’000 £’000 £’000 £’000 £’000Finance income ....................................... 2,252Share of post tax results of joint

ventures and associates ....................... 1,014Profit on part disposal of joint

ventures and associates ....................... 2,621Profit before tax ................................ 31,667Income taxes ........................................... (4,468)Profit for the year from continuing

operations.......................................... 27,199

COUNTRYWIDE PLCNOTES TO THE GROUP FINANCIAL INFORMATION

Primary reporting format – business segments – 2004

Estateagency2004

Lettings2004

Financialservices

2004

Surveying andvaluation

2004Conveyancing

2004Eliminations

2004Total2004

£’000 £’000 £’000 £’000 £’000 £’000 £’000RevenueExternal sales ................................ 251,126 30,055 63,966 106,736 22,303 — 474,186Inter-segment sales........................... 983 — — 33 — (1,016) —Total revenue ................................ 252,109 30,055 63,966 106,769 22,303 (1,016) 474,186Segment result ................................ 22,629 4,048 8,311 27,005 (4,114) — 57,879Unallocated expenses– Recurring (5,238)Loss on disposal of properties........... (1,909)Group restructuring costs.................. (9,424)Operating profit ............................. 41,308

Finance expense ............................... (3,736)Finance income ................................ 2,219Share of post tax results of joint

ventures and associates ................ 235Profit before tax ............................. 40,026Income taxes ................................ (13,989)Profit for the year from

continuing activities ................... 26,037Discontinued activitiesTurnover .......................................... 59,350Profit on disposal of operation .......... 2,374Income taxes ................................ (955)Profit for the year from

discontinued operations ............. 1,419

Net profit attributable to equityshareholders............................... 27,456

COUNTRYWIDE PLCNOTES TO THE GROUP FINANCIAL INFORMATION

285

Primary reporting format – business segments – 2006

Estateagency2006

Lettings2006

Financialservices

2006

Surveying andvaluation

2006Conveyancing

2006Unallocated

2006Eliminations

2006Total2006

£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000Segment assets ............... 204,107 17,486 73,774 77,002 4,830 — — 377,199Investment in

joint venturesand associates ............ — — — — — 6,462 — 6,462

Unallocated assets — — — — — 22,923 (178,156) (155,233)Total assets ................... 204,107 17,486 73,774 77,002 4,830 29,385 (178,156) 228,428Segment liabilities 54,451 9,290 50,523 20,657 20,743 — — 155,664Unallocated

liabilities.................... — — — — — 190,363 (178,156) 12,207Total liabilities.............. 54,451 9,290 50,523 20,657 20,743 190,363 (178,156) 167,871Net

assets/(liabilities) ............................. 149,656 8,196 23,251 56,345 (15,913) (160,978) — 60,557

Other segmentitems

Capitalexpenditure(includingacquisitions) .............. 6,353 496 495 1,343 1,782 35 — 10,504

Depreciation................... 4,125 411 466 1,326 854 53 — 7,235Amortisation of

intangibleassets......................... 133 78 254 779 484 8 — 1,736

Impairment..................... — — — — 3,118 — — 3,118

(Writeback)/impairment of tradereceivables................. (878) 171 187 (1,022) 289 — — (1,253)

Other non-cashexpenses .................... 902 58 6,613 2,193 1,523 2,628 — 13,917

COUNTRYWIDE PLCNOTES TO THE GROUP FINANCIAL INFORMATION

Primary reporting format – business segments – 2005

Estate agency2005

Lettings2005

Financialservices

2005

Surveying andvaluation

2005Conveyancing

2005Unallocated

2005Eliminations

2005Total2005

£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000Segment assets ................. 120,428 16,790 67,893 51,750 7,344 — — 264,205Investment in joint

ventures andassociates .................... — — — — — 3,738 — 3,738

Unallocated assets ............ — — — — — 29,964 (128,773) (98,809)Total assets ..................... 120,428 16,790 67,893 51,750 7,344 33,702 (128,773) 169,134Segment liabilities............ 46,135 10,982 61,613 18,850 19,978 — — 157,558Unallocated

liabilities...................... — — — — — 116,926 (128,773) (11,847)Total liabilities................ 46,135 10,982 61,613 18,850 19,978 116,926 (128,773) 145,711

286

Estate agency2005

Lettings2005

Financialservices

2005

Surveying andvaluation

2005Conveyancing

2005Unallocated

2005Eliminations

2005Total2005

£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000

Netassets/(liabilities) ................................ 74,293 5,808 6,280 32,900 (12,634) (83,224) — 23,423

Other segmentitems

Capital expenditure(includingacquisitions) ................ 3,253 315 311 1,791 3,709 6 — 9,385

Depreciation..................... 4,686 450 534 1,414 952 66 — 8,102Amortisation of

intangible assets........... 130 62 302 811 1,457 8 — 2,770(Write

back)/impairment of tradereceivables................... 2,706 53 — 482 423 — — 3,664

Other non-cashexpenses ...................... (25) — 6,229 1,207 274 1,981 — 9,666

COUNTRYWIDE PLCNOTES TO THE GROUP FINANCIAL INFORMATION

Primary reporting format – business segments – 2004

Estate agency2004

Lettings2004

Financialservices

2004

Surveyingand valuation

2004Conveyancing

2004Unallocated

2004Eliminations

2004Total2004

£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000Segment assets ................ 217,470 11,191 50,706 68,620 11,521 — — 359,508Investment in joint

ventures andassociates ................... — — — — — 4,561 — 4,561

Unallocated assets ........... — — — — — 153,984 (330,908) (176,924)Total assets .................... 217,470 11,191 50,706 68,620 11,521 158,545 (330,908) 187,145Segment liabilities........... 100,661 7,214 48,357 29,270 12,838 — — 198,340Unallocated

liabilities..................... — — — — — 336,222 (330,908) 5,314Total liabilities............... 100,661 7,214 48,357 29,270 12,838 336,222 (330,908) 203,654Net

assets/(liabilities) ................................ 116,809 3,977 2,349 39,350 (1,317) (177,677) — (16,509)

Other segmentitems

Capital expenditure(includingacquisitions) ............... 35,512 971 1,321 20,302 4,629 460 — 63,195

Depreciation.................... 4,244 469 529 1,472 580 75 — 7,369Amortisation of

intangible assets.......... 310 68 378 419 1,433 4 — 2,612Impairment...................... 723 53 — 442 230 — — 1,448Other non-cash

expenses ..................... 3,590 4 11,899 715 47 140 — 16,395

Discontinued

287

Estate agency2004

Lettings2004

Financialservices

2004

Surveyingand valuation

2004Conveyancing

2004Unallocated

2004Eliminations

2004Total2004

£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000operations

Capital expenditure ......... 107Depreciation.................... 174

COUNTRYWIDE PLCNOTES TO THE GROUP FINANCIAL INFORMATION

Secondary format – Geographical segmentsAll of the significant activities of the Group are undertaken in the UK which is considered to be a single geographical

segment. The Estate Agency division has an operation in Spain, the revenue and operating loss of which is as follows:

2006 2005 2004

£’000 £’000 £’000Revenue from services ............................................................................................. 2,201 1,943 2,583Operating loss .......................................................................................................... (664) (1,049) (2,645)

5. OTHER INCOME

2006 2005 2004

£’000 £’000 £’000Rent receivable........................................................................................................ 2,778 2,221 1,693Other operating income ........................................................................................... 12,622 12,043 7,921Profit on disposal of business................................................................................... 1,999 — —

17,399 14,264 9,614

6. EMPLOYEES AND DIRECTORS(a) Staff costs for the Group during the year:

2006 2005 2004

£’000 £’000 £’000Wages and salaries .............................................................................................. 317,416 280,276 238,022Defined contribution pension cost........................................................................ 6,349 5,442 4,404Other long-term employee benefits ...................................................................... 825 225 —Share-based payment expense (note 6 (c))............................................................ 1,442 566 515Employer’s national insurance contributions and similar taxes ............................. 35,140 30,498 26,174

361,172 317,007 269,115

Average monthly number of people (including executive Directors) employed:

By business segment2006

Number2005

Number2004

Number

Estate agency ........................................................................................................... 6,454 6,163 5,205Lettings.................................................................................................................... 930 867 867Financial services ..................................................................................................... 1,454 1,374 1,377Surveying and valuation ........................................................................................... 1,468 1,678 1,428Conveyancing .......................................................................................................... 591 591 544Head office .............................................................................................................. 74 64 71

10,971 10,737 9,492

288

(b) Key management compensation

The following table details the aggregate compensation paid in respect of the members of the Executive Committeeincluding the three executive Directors in 2006 (executive Directors in 2005: 2, 2004: 2).

2006 2005 2004

£’000 £’000 £’000Wages and salaries .......................................................................................................... 4,225 2,039 2,140Other long term employee benefits .................................................................................. 236 55 —Short-term non-monetary benefits.................................................................................... 168 158 124Defined contribution pension cost.................................................................................... 458 283 273Share-based payment expense.......................................................................................... 269 138 239

5,356 2,673 2,776

COUNTRYWIDE PLCNOTES TO THE GROUP FINANCIAL INFORMATION

Details of Directors’ remuneration and their gains on the exercise of share options can be found in the Directors’Remuneration Report of the 2006 Annual report of the Group.

(c) Share-based paymentsThe Company participates in the following equity-settled share-based remuneration schemes for employees:

(i) HMRC approved Company Sharesave Plan. All UK employees are eligible to participate in the Sharesave plan,the only vesting condition being that the individual remains an employee of the Group over the savings period.

(ii) approved and unapproved schemes for executive Directors and certain senior management, that were rolled overfrom Countrywide Assured Group plc. Options under these schemes vest after three years if the average earningsper share of the Group for the three years prior to the date on which the exercise takes place has improvedcompared to the three year period ending one year earlier.

(iii) approved and unapproved schemes for executive Directors and certain managers. Options granted under theseschemes vest after three years if the average earnings per share of the Group for the three years prior to the dateof vesting has improved compared to the three year period ending one year earlier.

(iv) an unapproved Performance Share Plan awarded for executive Directors and certain senior management. Twodifferent forms of Award can be granted under this scheme. Awards subject to a stretching range of performancetargets ("Executive Performance Awards") will be granted to the executive Directors and most senior executives.Other participants will be granted Awards that are focused on retention ("Senior Manager Performance Awards")and will vest if the threshold levels of the performance targets applicable to Executive Performance Awards aremet. All Awards have a three year vesting period. The performance targets that will apply to 2006 ExecutivePerformance Awards are Earnings per Share ("EPS") growth targets for half of the Award, and a relative TotalShareholder Return ("TSR") target for the other half of the Award. The TSR target compares the Company’sTSR against the constituents of the FTSE Mid-250 Index (excluding investment trusts).

Options in Countrywide plc

2006Weightedaverageexercise

price2006

Number

2005Weightedaverageexercise

price2005

Number

2004Weightedaverageexercise

price2004

Number

Outstanding at 1 January ........................... 233.60 4,174,697 167.20 2,455,175 — —Granted in exchange................................ — — — — 158.66 3,805,445Granted during the year ............................. 329.63 2,048,347 269.86 2,309,195 0.00 234,198Exercised during the year .......................... 183.71 (217,854) 97.77 (574,017) 119.47 (1,549,563)Lapsed during the year .............................. 251.51 (281,745) 150.40 (15,656) 233.43 (34,905)Outstanding at 31 December...................... 268.91 5,723,445 233.60 4,174,697 167.20 2,455,175

The exercise price of options outstanding at the end of the year ranged between 0p and 460.25p (2005: 0p and 288.0p;2004: 0p and 203.0p) and their weighted average contractual life was 5.8 years (2005: 5 years; 2004: 4.8 years).

Of the total number of options outstanding at the end of the year, 626,442 (2005: 204,730; 2004: 384,289) had vestedand were exercisable at the end of the year. The weighted average exercise price of those options was 187.68p (2005:

289

151.50p). At the year end there were no options that had vested but were not exercisable due to performance criteria notbeing met (2005: 675,000; 2004: nil).

The weighted average share price (at the date of exercise) of options exercised during the year was 437.0p (2005:365.6p; 2004: 294.0p for Countrywide Plc shares and 191.0p for Countrywide Assured Group shares).

The weighted average fair value of each option granted during the year was 212.38p (2005: 123.47p; 2004: 115.71p).The following information is relevant in the determination of the fair value of options granted during the year under the

equity-settled share-based remuneration schemes operated by the Group.

COUNTRYWIDE PLCNOTES TO THE GROUP FINANCIAL INFORMATION

Equity-settled

2006 2005 2004

Option pricing model used............................................... Binomial lattice Binomial lattice Binomial latticeWeighted average share price at grant date....................... 456.11p 379.75p 285.00pExercise price.................................................................. 329.63p 288.00p 170.15pWeighted average contractual life .................................... 10 years 5 years 4.3 yearsExpected volatility .......................................................... 35.36% 30.55% 37.34%Expected dividend growth rate......................................... 3.00% 3.76% 4.84%Risk-free interest rate ...................................................... 4.64% 4.63% 5.14%

The volatility assumption, measured at the standard deviation of expected share price returns, is based on a statisticalanalysis of daily share prices over the three to five years prior to the grant date.

The dividend yield assumption is based on the dividend paid over the previous five years as adjusted for the averagehistorical rate increase over the same period.

2006 2005 2004

£’000 £’000 £’000The share-based remuneration expense (note 6(a)) comprises:Equity-settled schemes ....................................................................................................... 1,442 566 515

The Group did not enter into any share-based payment transactions with parties other than employees during any of theperiods presented.

(d) Retirement benefitsThe Group offers membership of the Countrywide plc Pension Scheme to eligible employees. The Scheme has two

sections of membership, defined contribution and defined benefit. The defined benefit section is closed to new entrants andfuture accrual.

The pensions cost for defined contribution schemes in 2006 was £6,349,000 (2005: £5,442,000: 2004: £4,404,000). Forthe defined benefit scheme, the Group has a funding programme to recover the deficit over the next ten years. A singlecontribution of £1.9 million was made by the Group in 2006, (2005: £1.4 million; 2004: £5.6 million).

The Group immediately recognises the actuarial gains and losses in equity.The amounts recognised in the balance sheet are as follows:

2006 2005 2004

£’000 £’000 £’000Present value of funded obligations........................................................................ (60,943) (56,658) (48,304)Fair value of plan assets......................................................................................... 45,076 41,144 34,823Net liability recognised in the balance sheet ........................................................... (15,867) (15,514) (13,481)

Reconciliation of scheme assets:

290

2006 2005 2004

£’000 £’000 £’000At 1 January.............................................................................................................. 41,144 34,823 26,997Expected return on scheme assets .............................................................................. 1,874 1,725 1,730Actuarial gains .......................................................................................................... 1,396 3,998 1,319Employer contributions ............................................................................................. 1,900 1,400 5,605Benefits paid ............................................................................................................. (1,238) (802) (828)At 31 December ........................................................................................................ 45,076 41,144 34,823

The actual return on plan assets was £3,270,000 (2005: £5,723,000; 2004: £3,049,000). This represents thecombination of the expected return on scheme assets of £1,874,000 (2005: £1,725,000; 2004: £1,730,000) and the actuarialgains arising on those assets during the year of £1,396,000 (2005: £3,998,000; 2004: £1,319,000).

COUNTRYWIDE PLCNOTES TO THE GROUP FINANCIAL INFORMATION

The weighted average of asset allocations at the year end were:

2006 2005 2004

Equities.............................................................................................................................. 61% 59% 60%Bonds................................................................................................................................. 35% 34% 37%Other.................................................................................................................................. 4% 7% 3%

Reconciliation of scheme liabilities:

2006 2005 2004

£’000 £’000 £’000At 1 January.............................................................................................................. 56,658 48,304 45,868Interest cost............................................................................................................... 2,672 2,539 2,455Actuarial loss ............................................................................................................ 2,851 6,617 809Benefits paid ............................................................................................................. (1,238) (802) (828)At 31 December ........................................................................................................ 60,943 56,658 48,304

The amounts recognised in the income statement are:

2006 2005 2004

£’000 £’000 £’000Unwinding of discount on scheme liabilities ................................................................ 2,672 2,539 2,455Expected return on scheme assets ................................................................................ (1,874) (1,725) (1,730)Included within finance expense.................................................................................. 798 814 725

The amounts recognised in the statement of recognised income and expense are:

2006 2005 2004

£’000 £’000 £’000Actuarial gain on scheme assets.................................................................................... 1,396 3,998 1,319Actuarial loss on scheme liabilities ............................................................................... (2,851) (6,617) (809)

(1,455) (2,619) (510)

The principal assumptions made by the actuaries were:

2006 2005 2004

% % %Rate of increase in pensions in payment and deferred pensions

On benefits earned prior to 1 December 1999 .............................................................. 4.00 4.00 4.00On benefits earned after 1 December 1999................................................................... 2.75 2.75 2.75

Discount rate........................................................................................................................ 5.00 4.75 5.30Inflation assumption............................................................................................................. 3.00 2.75 2.75

291

2006 2005 2004

% % %Expected net return on plan assets......................................................................................... 5.00 4.60 5.01Life expectancy at age 65 (years)

Male Pensioner member .............................................................................................. 21.8 16.9 16.9Female Pensioner member........................................................................................... 24.7 19.9 19.9Male Pensioner non-member (age 45 now) .................................................................. 23.0 19.4 19.4Female Pensioner non-member (age 45 now)............................................................... 25.8 22.4 22.4

To develop the expected long-term rate of return on assets assumption, the Company considered the current level ofexpected returns on risk-free investments (primarily government bonds), the historical level of the risk premium associatedwith the other asset classes in which the portfolio is invested and the expectations for future returns of each asset class. Theexpected return for each asset class was then weighted based on the target assets allocation to develop the expected long-termrate of return on assets assumption for the portfolio. This resulted in the selection of an assumption of 6.0% (2005: 5.6%;2004: 6.01%) which was then reduced by 1.0% (2005: 1.0%; 2004: 1.0%) to reflect investment and administrative expenses.

COUNTRYWIDE PLCNOTES TO THE GROUP FINANCIAL INFORMATION

Defined benefit obligation trends:

2006 2005 2004

£’000 £’000 £’000Scheme assets ....................................................................................................... 45,076 41,144 34,823Scheme liabilities .................................................................................................. (60,943) (56,658) (48,304)Scheme deficit....................................................................................................... (15,867) (15,514) (13,481)

Experience adjustments on liabilities .................................................................... 3,538 — (127)As a % of scheme liabilities................................................................................... 6% 0% 0%

Experience adjustments on assets .......................................................................... 1,396 3,998 1,319As a % of scheme assets ........................................................................................ 3% 10% 4%

7. FINANCE EXPENSE

2006 2005 2004

£’000 £’000 £’000Interest expense:Interest payable on bank borrowings................................................................................ 10 4,148 2,639Amortisation of loan facility fee ...................................................................................... 738 639 356Interest expense arising in the pension scheme................................................................. 798 814 725Unwind of discount rate on provisions ............................................................................. 49 2 16Finance expense.............................................................................................................. 1,595 5,603 3,736

8. FINANCE INCOME

2006 2005 2004

£’000 £’000 £’000Interest income:Interest receivable on bank deposits................................................................................. 2,346 2,252 2,219

9. PROFIT BEFORE TAXATION2006 2005 2004

£’000 £’000 £’000The following items have been included in arriving at profit before taxation:Depreciation of property, plant and equipment:– Owned assets.......................................................................................................... 7,235 8,102 7,543Amortisation of intangibles........................................................................................ 1,736 2,770 2,612

292

2006 2005 2004

£’000 £’000 £’000Impairment charge .................................................................................................... 3,118 — —(Profit) on disposal of fixed assets ............................................................................. (428) (232) (422)Other operating lease rentals payable:– Plant and machinery ............................................................................................... 19,533 18,443 16,256– Property ................................................................................................................. 27,811 27,826 24,733Repairs and maintenance expenditure on property, plant and equipment..................... 4,585 3,999 4,360Trade receivables (write back)/ impairment................................................................ (1,253) 3,664 1,448Exceptional items:– Write off of computer software and associated contracts ......................................... — 5,540 —– Restructuring costs ................................................................................................. — — 9,424– Abortive transaction costs....................................................................................... 3,270 — —– Profit on disposal of freehold properties.................................................................. — (4,982) —– Loss on disposal of investment property.................................................................. — — 1,909

The abortive transaction costs represent the costs incurred by the business in relation to the failed take-over bid byCharlie Holdco 4 Limited.

Profit on disposal of freehold properties in the previous year has been separately identified as an exceptional itembecause it is not derived from the trade of the business, but a one-off programme of disposals to generate cash.

COUNTRYWIDE PLCNOTES TO THE GROUP FINANCIAL INFORMATION

During 2005 it was discovered that the bespoke software developed for Countrywide Property Lawyers’ conveyancingprocesses was inadequate for the purpose it was developed. The Directors decided to replace the system entirely and thereforethe value of the software together with associated contracts was fully written off.

Services provided by the Group’s Auditors and network firmsDuring the year the Group (including its overseas subsidiaries) obtained the following services from the Group’s

Auditors at costs as detailed below:

2006 2005 2004

£’000 £’000 £’000Audit services:– Statutory audit................................................................................................................. 215 319 332Services relating to the demerger ........................................................................................ — 9 1,611Tax services:– Compliance services........................................................................................................ — 32 351– Advisory services ............................................................................................................ 17 19 12Transaction support services............................................................................................... 115 — —Other services not covered above........................................................................................ 7 82 —

354 461 2,306

Of the total above for 2005, £250,000 relates to the audit services provided by the current auditor. The other fees relateto services provided by the previous auditor.

10. DISCONTINUED OPERATIONSThe discontinued operations in 2004 relate to the Life Business which was demerged as part of the group restructuring

in May 2004.

2004

£’000Revenue.............................................................................................................................................. 59,350Employee benefit costs........................................................................................................................ (3,352)Other expenses.................................................................................................................................... (53,450)Depreciation and impairment............................................................................................................... (174)

293

2004

£’000Profit before taxation........................................................................................................................... 2,374Taxation.............................................................................................................................................. (955)Post tax results from discontinued operations....................................................................................... 1,419

Cash flows from discontinued operations

2004

£’000Cash generated from operations (note 28) ............................................................................................. 5,979Income taxes paid................................................................................................................................. (418)Net cash flows from operating activities ............................................................................................... 5,561Net cash flows from investing activities................................................................................................ (9,331)Net cash flows from financing activities ............................................................................................... (10)

(3,780)

COUNTRYWIDE PLCNOTES TO THE GROUP FINANCIAL INFORMATION

11. TAXATION

Analysis of charge in year 2006 2005 2004

£’000 £’000 £’000Current tax– Continuing operations.............................................................................................. 30,078 7,649 12,187– Discontinued operations .......................................................................................... — — 2,359Deferred tax (note 24)– Continuing operations.............................................................................................. 1,829 (3,181) 1,802– Discontinued operations .......................................................................................... — — (1,404)Taxation.................................................................................................................... 31,907 4,468 14,944

Tax on items charged to equity 2006 2005 2004

£’000 £’000 £’000Deferred tax adjustment arising on the pension scheme assets and liabilities............... 437 786 (153)Notional deferred tax in respect of share-based payments........................................... 105 — —

542 786 (153)

The tax charge for the year differs from the standard rate of corporation tax in the UK (30%). The differences areexplained below:

2006 2005 2004

£’000 £’000 £’000Profit on ordinary activities before tax ..................................................................... 113,763 31,667 40,026Profit on ordinary activities multiplied by the rate of corporation tax in the UK of 30%

(2005, 2004: 30%).............................................................................................. 34,129 9,500 12,008Effects of:Utilisation of trading losses ..................................................................................... — (86) (2)Profits from joint venture and associates .................................................................. (479) (1,091) (27)Share options .......................................................................................................... (304) (394) (1,936)Abortive transaction costs disallowed ...................................................................... 981 — 2,268Other expenses not deductible ................................................................................. 1,139 193 784Goodwill amortisation ............................................................................................. 708 — —Utilisation of unprovided capital losses.................................................................... (631) (2,056) (487)Overseas trading losses............................................................................................ 2,115 (1,598) 816Capital gains eligible for Substantial Shareholder Exemptions.................................. (5,751) — 565

294

2006 2005 2004

£’000 £’000 £’000

Total taxation charge ............................................................................................ 31,907 4,468 13,989

12. DIVIDENDS

2006 2005 2004

£’000 £’000 £’000Final dividend at 3.0p (2005: 4.5p; 2004: 9.5p) per 5p share proposed and paid during the

year relating to the previous year’s results ............................................................... 5,273 7,625 15,966Interim dividend of 5.0p (2005: 1.0p; 2004: 4.5p) per 5p share paid during the year...... 8,667 1,780 7,562

13,940 9,405 23,528

If the offer from Apollo fails, the Directors intend to pay a second interim dividend in lieu of a final dividend in respectof the financial year ended 31 December 2006 of 10.0p per share which will absorb an estimated £16,968,000 ofShareholders’ Funds.

COUNTRYWIDE PLCNOTES TO THE GROUP FINANCIAL INFORMATION

13. EARNINGS PER SHARE

2006 2005 2004

£’000 £’000 £’000NumeratorEarnings used in basic EPS and diluted EPS

Profit for the year ....................................................................................... 81,856 27,199 27,456Profit after tax arising from continuing operations....................................... 81,856 27,199 26,037

000’s 000’s 000’s

DenominatorWeighted average number of shares used in basic EPS......................................... 173,356 176,082 166,911Effects of:

Employee share options.............................................................................. 2,553 862 912Weighted average number of shares used in diluted EPS...................................... 175,909 176,944 167,823

Pence Pence Pence

Basic EPS ........................................................................................................... 47.22 15.45 16.45Diluted EPS ........................................................................................................ 46.53 15.37 16.36Basic EPS of discontinued operations .................................................................. — — 0.85Diluted EPS of discontinued operations ............................................................... — — 0.84

14. GOODWILL

2006

Subsidiarycompanies

Associatedcompaniesand jointventures Total

£’000 £’000 £’000CostAt 1 January....................................................................................................... 37,737 1,810 39,547Additions ........................................................................................................... 168 998 1,166Reduction in consideration (see note 30)............................................................. (3,200) — (3,200)Disposals ........................................................................................................... (1,660) (585) (2,245)At 31 December ................................................................................................. 33,045 2,223 35,268Impairment

295

2006

Subsidiarycompanies

Associatedcompaniesand jointventures Total

£’000 £’000 £’000At 1 January....................................................................................................... — — —Impairment charge ............................................................................................. 2,360 — 2,360At 31 December ................................................................................................. 2,360 — 2,360Net book value ................................................................................................... 30,685 2,223 32,908

2005

Subsidiarycompanies

Associatedcompaniesand jointventures Total

£’000 £’000 £’000Cost and net book valueAt 1 January....................................................................................................... 35,377 2,196 37,573Additions ........................................................................................................... 2,360 — 2,360Disposals ........................................................................................................... — (386) (386)At 31 December ................................................................................................. 37,737 1,810 39,547

COUNTRYWIDE PLCNOTES TO THE GROUP FINANCIAL INFORMATION

2004

Subsidiarycompanies

Associatedcompaniesand jointventures Total

£’000 £’000 £’000Cost and net book valueAt 1 January....................................................................................................... 16,747 1,834 18,581Additions ........................................................................................................... 18,630 362 18,992Disposals ........................................................................................................... — — —At 31 December ................................................................................................. 35,377 2,196 37,573

Carrying amount of goodwill by operating unit

2006 2005 2004

£’000 £’000 £’000Countrywide Residential Lettings .............................................................................. 683 683 683Beresford Adams....................................................................................................... 42 42 42Ex Friends Provident Estate Agency branches............................................................ 11,729 11,729 11,729Countrywide Surveyors ............................................................................................. 3,846 3,846 3,846Countrywide Property Lawyers ................................................................................. 447 447 447Harvey Donaldson Gibson......................................................................................... 649 649 649Kean Kennedy........................................................................................................... 168 — —Ex Bradford & Bingley Estate Agency branches ........................................................ 6,014 9,214 9,214SecureMove Property Services .................................................................................. 7,107 8,767 8,767TitleAbsolute / Trade Partners ................................................................................... — 2,360 —Total goodwill in subsidiary companies ..................................................................... 30,685 37,737 35,377

296

2006 2005 2004

£’000 £’000 £’000TMG Holdings Limited............................................................................................... 1,480 965 1,351Rightmove plc............................................................................................................. 260 362 362Netsquared Limited..................................................................................................... 483 483 483Total goodwill in associated companies and joint ventures ........................................... 2,223 1,810 2,196

ImpairmentGoodwill has been allocated to the lowest level of reporting unit. In many cases, the operations of the acquired

businesses have been fully integrated with the existing businesses and therefore it is not possible to identify separately theeconomic flows from those businesses. In these cases the goodwill has been tested against the recoverable amount of the cashgenerating unit reported at the higher level.

The recoverable amount of all the above operations has been calculated as the fair value of the businesses less costs tosell. The fair value has been determined from calculations based on cash flow projections from formally approved budgetsand forecasts covering a five year period to 2010. In calculating the forecasts for the periods beyond the budget, the followingassumptions have been used:

• Growth rate............................................................................... 3.5%• Wage inflation .......................................................................... 3.5%• Inflation.................................................................................... 2.5%• Discount rate............................................................................. 10.0%

These growth rates are based on past experience. The discount rate used is based on the Group’s estimated cost ofcapital. To evaluate the recoverable amount, a terminal value has been assumed at 5 times the fifth year cash flow.

The results of the impairment tests in 2006 identified that the goodwill arising on the acquisition of TitleAbsolute/Trade Partners had been significantly impaired following the loss of its major client. No other goodwill had suffered anyimpairment in the current year.

COUNTRYWIDE PLCNOTES TO THE GROUP FINANCIAL INFORMATION

15. OTHER INTANGIBLE FIXED ASSETS

2006

Computersoftware

Brandnames Total

£’000 £’000 £’000CostAt 1 January............................................................................................................. 12,357 1,238 13,595Additions ................................................................................................................. 2,245 — 2,245Disposals ................................................................................................................. (286) — (286)At 31 December ....................................................................................................... 14,316 1,238 15,554Aggregate amortisation and impairmentAt 1 January............................................................................................................. 7,431 — 7,431Charge for the year................................................................................................... 1,736 — 1,736Impairment............................................................................................................... 530 — 530Disposals ................................................................................................................. (286) — (286)At 31 December ....................................................................................................... 9,411 — 9,411Net book valueAt 31 December ...................................................................................................... 4,905 1,238 6,143

297

2005

Computersoftware

Brandnames Total

£’000 £’000 £’000CostAt 1 January............................................................................................................. 17,908 1,238 19,146Acquisitions – through business combinations .......................................................... 230 — 230Additions ................................................................................................................. 1,407 — 1,407Write off of computer software................................................................................. (7,188) — (7,188)At 31 December ....................................................................................................... 12,357 1,238 13,595Aggregate amortisation and impairmentAt 1 January............................................................................................................. 7,922 — 7,922Charge for the year................................................................................................... 2,770 — 2,770Acquisitions – through business combinations .......................................................... 164 — 164Write off of computer software................................................................................. (3,425) — (3,425)At 31 December ....................................................................................................... 7,431 — 7,431Net book valueAt 31 December ...................................................................................................... 4,926 1,238 6,164

COUNTRYWIDE PLCNOTES TO THE GROUP FINANCIAL INFORMATION

2004

Computersoftware

Brandnames

Estateagencypipeline Total

£’000 £’000 £’000 £’000CostAt 1 January............................................................................................... 13,969 — — 13,969Acquisitions – through business combinations ............................................ — 1,238 199 1,437Additions ................................................................................................... 4,059 — — 4,059Disposals ................................................................................................... (120) — (199) (319)At 31 December ......................................................................................... 17,908 1,238 — 19,146Aggregate amortisation and impairmentAt 1 January............................................................................................... 5,602 — — 5,602Charge for the year..................................................................................... 2,413 — 199 2,612Acquisitions – through business combinations ............................................ — — — —Disposals ................................................................................................... (93) — (199) (292)At 31 December ......................................................................................... 7,922 — — 7,922Net book valueAt 31 December ........................................................................................ 9,986 1,238 — 11,224

All amortisation charges have been treated as an expense in the income statement. Brand values are treated as havingan indefinite life and are therefore subject to annual impairment reviews.

The Estate Agency pipelines acquired in 2004 were fully amortised by the end of 2004.The brand value relates to Freeman Forman, a 14 branch network of estate agencies which was added to the Group in

2004. The business is run as a separate reporting unit within the Group. There have been no fundamental changes to themanner in which the business has been run since its acquisition and therefore the results of the business are considered to bederived from the value of the brand name in the local area.

The carrying amount has been evaluated in a similar manner to the goodwill impairment reviews and it was found thatthere had been no impairment to the value during the year.

16. PROPERTY, PLANT AND EQUIPMENT

298

2006

Freeholdland andbuildings

Leaseholdimprovements

Motorvehicles

Furnitureand

equipment Total

£’000 £’000 £’000 £’000 £’000Cost or valuationAt 1 January..................................................................... 5,719 15,104 2,282 39,767 62,872Additions at cost............................................................... 315 2,341 5 5,598 8,259Disposals ......................................................................... (19) (470) (948) (4,483) (5,920)At 31 December ............................................................... 6,015 16,975 1,339 40,882 65,211Accumulated depreciationAt 1 January..................................................................... 826 10,087 1,869 27,693 40,475Charge for the year........................................................... 76 1,356 150 5,653 7,235Impairment....................................................................... — — — 228 228Disposals ......................................................................... (3) (408) (776) (4,320) (5,507)At 31 December ............................................................... 899 11,035 1,243 29,254 42,431Net book valueAt 31 December .............................................................. 5,116 5,940 96 11,628 22,780

COUNTRYWIDE PLCNOTES TO THE GROUP FINANCIAL INFORMATION

2005

Freeholdland andbuildings

Leaseholdimprovements

Motorvehicles

Furnitureand

equipment Total

£’000 £’000 £’000 £’000 £’000Cost or valuationAt 1 January................................................................... 10,782 14,749 3,544 39,835 68,910Additions at cost............................................................. 203 1,179 40 4,088 5,510Acquired on acquisition.................................................. — — — 289 289Disposals ....................................................................... (5,266) (824) (1,302) (4,445) (11,837)At 31 December ............................................................. 5,719 15,104 2,282 39,767 62,872Accumulated depreciationAt 1 January................................................................... 1,105 9,262 2,244 25,557 38,168Charge for the year......................................................... 83 1,379 664 5,976 8,102Disposals ....................................................................... (362) (554) (1,039) (3,985) (5,940)Acquired on acquisition.................................................. — — — 145 145At 31 December ............................................................. 826 10,087 1,869 27,693 40,475Net book valueAt 31 December ............................................................ 4,893 5,017 413 12,074 22,397

2004

Freeholdland andbuildings

Leaseholdimprove-

mentsMotor

vehicles

Furnitureand

equipment Total

£’000 £’000 £’000 £’000 £’000Cost or valuationAt 1 January................................................................... 9,050 13,168 3,602 42,576 68,396Additions at cost............................................................. 485 1,329 28 8,791 10,633Acquired on acquisition.................................................. 1,447 1,155 1,045 3,591 7,238Disposals ....................................................................... (200) (819) (1,047) (7,933) (9,999)Transferred on demerger................................................. — (84) (84) (7,190) (7,358)At 31 December ............................................................. 10,782 14,749 3,544 39,835 68,910Accumulated depreciation

299

2004

Freeholdland andbuildings

Leaseholdimprove-

mentsMotor

vehicles

Furnitureand

equipment Total

£’000 £’000 £’000 £’000 £’000At 1 January................................................................... 1,031 9,004 2,344 27,732 40,111Charge for the year......................................................... 113 1,164 815 5,451 7,543Disposals ....................................................................... (39) (787) (846) (1,292) (2,964)Acquired on acquisition.................................................. — — — — —Transferred on demerger................................................. — (119) (69) (6,334) (6,522)At 31 December ............................................................. 1,105 9,262 2,244 25,557 38,168Net book valueAt 31 December ............................................................ 9,677 5,487 1,300 14,278 30,742

17. INVESTMENTSThe Company owns directly or indirectly the whole of the issued and fully paid ordinary share capital of its subsidiary

undertakings, all of which are incorporated in Great Britain and whose operations are conducted in the United Kingdom,except as noted below.

(a) Principal subsidiary undertakings of the GroupBalanus Limited – directly heldEstate Agency and LettingsCountrywide Estate Agents (Incorporated with Unlimited Liability) trading as:

Abbotts, Alder King, Austin & Wyatt, Bairstow Eves, Beresford Adams, Bridgfords, Carson and Company,Constables, Countrywide North, Dixons, Faron Sutaria, Freeman Forman, Fulfords, H2O Homes OverseasCountrywide, Hetheringtons, John D Wood & Co, King & Chasemore, Mann & Co., Miller, Palmer Snell, Chappelland Mathews, PKL, R A Bennett, Spencers, Taylors, Watson Bull & Porter, Entwistle Green, Frank Innes, GascoignePees, Morris Dibben, Slater Hogg Howison, Stratten Creber, Sykes Waterhouse, Countrywide Property Auctions,Countrywide Corporate Property Services, Lettings: Countrywide Residential Lettings, Countrywide PropertyManagement, PKLCAG Overseas Investments LimitedCountrywide Property Overseas Spain S.L. (incorporated and operating in Spain)Countrywide Franchising Limited

Financial ServicesCountrywide Estate Agents F S LimitedCountrywide Principal Services LimitedSlater Hogg Mortgages LimitedCountrywide Leasing Limited

Surveying and ValuationCountrywide Surveyors LimitedHarvey Donaldson Gibson LimitedSecuremove Property Services 2005 Limited – directly held

ConveyancingCountrywide Property Lawyers LimitedRemortgage Conveyancing Matters LimitedTitleAbsolute Limited – directly heldTrade Partners Limited – directly held

A full list of the Group companies is included in the Company’s Annual Return.

(b) Interests in joint ventures and associated undertakings

300

TMG Holdings LimitedAt 31 December, 2006 the Group had a 33.3% interest in the ordinary share capital TMG Holdings Limited (2005:

50%, 2004: 47%). The interest in the ordinary share capital at 31 December 2005 was 50%. The interest was increased on23 December 2005 from 46.77% to 70% through the exercise of an option. On the same day the Group disposed of 20% of itsholding to Connells Limited. As a result of the disposal, the Group realised a profit of £2,621,000 in its 31 December 2005financial statements. In January 2006, 50% of the interest was sold to Halifax Estate Agencies Limited (HEAL) realising aprofit of £2,620,000. At the same time Connells Limited, sold 50% of its interest to Rightmove plc thereby creating a jointventure company with the four investors. In September 2006, following a change of strategy by Rightmove, Countrywide,Connells and HEAL acquired Rightmove’s stake in equal measures bringing their holdings to 33.3% each. During 2006,TMG was a joint venture company but during 2005, the relationship was that of an associated undertaking.

Netsquared LimitedThe Group has a 30% interest in Netsquared Limited (2005: 30%, 2004: 30%).

Rightmove plcAt 31 December, 2006 the Group had a 21.5% holding of the ordinary share capital of Rightmove plc, (2005: 30%,

2004: 30%). On 15 March 2006, the Group sold 8.5% of its holding when Rightmove plc became listed on the London StockExchange. Prior to the listing the Group also owned 882 ordinary B shares. These shares carry no right to dividend or votes.Upon listing, these were converted to ordinary A shares. The holding was diluted further due to the exercise of share optionsby Rightmove employees. As at 31 December 2006 the Group owned 28.5 million shares in Rightmove plc which, based onthe closing share price of Rightmove plc at the year end of 395p, was worth £112.6 million at that date. Prior to its listing onthe London Stock Exchange, the investment in Rightmove was a joint venture operation with the Group. Since its listing,Rightmove has been treated as an associated undertaking.

COUNTRYWIDE PLCNOTES TO THE GROUP FINANCIAL INFORMATION

2006

RightmoveTMG

Holdings Netsquared Total

£’000 £’000 £’000 £’000At 1 January– Net assets excluding goodwill........................................................ 1,687 94 147 1,928– Goodwill ....................................................................................... 362 965 483 1,810

2,049 1,059 630 3,738

Additions– Goodwill ....................................................................................... — 998 — 998– Net assets ...................................................................................... — 88 — 88

— 1,086 — 1,086

Disposals– Goodwill ....................................................................................... (90) (483) — (573)– Net assets ...................................................................................... (421) (79) — (500)

(511) (562) — (1,073)

Gain on dilution of share holding– Goodwill ....................................................................................... (12) — — (12)– Net assets ...................................................................................... 198 — — 198

186 — — 186Share of profits retained ................................................................... 934 432 45 1,411Share based payments....................................................................... 466 — — 466Amounts recognised in the SORIE.................................................... 1,006 70 — 1,076Dividend received ............................................................................ (428) — — (428)At 31 December– Net assets excluding goodwill........................................................ 3,442 605 192 4,239– Goodwill ....................................................................................... 260 1,480 483 2,223

301

2006

RightmoveTMG

Holdings Netsquared Total

£’000 £’000 £’000 £’0003,702 2,085 675 6,462

Net sale proceeds ............................................................................. 17,062 3,242 — 20,304Cost of holding disposed .................................................................. (511) (562) — (1,073)Costs of disposal .............................................................................. — (60) — (60)Profit on part disposal of holdings..................................................... 16,551 2,620 — 19,171Gain on dilution of share holding through the issue of new shares ..... 186 — — 186

16,737 2,620 — 19,357

Current assets................................................................................... 3,862 1,631 209 5,702Non-current assets............................................................................ 879 199 8 1,086Current liabilities.............................................................................. (1,275) (1,225) (25) (2,525)Non-current liabilities....................................................................... (24) — — (24)

3,442 605 192 4,239

Income............................................................................................. 7,230 9,388 261 16,879Expenses.......................................................................................... (5,667) (8,946) (216) (14,829)Tax .................................................................................................. (629) (10) — (639)Share of post tax results.................................................................... 934 432 45 1,411

COUNTRYWIDE PLCNOTES TO THE GROUP FINANCIAL INFORMATION

2005

RightmoveTMG

Holdings Netsquared Total

£’000 £’000 £’000 £’000At 1 January– Net assets excluding goodwill...................................................... 1,743 506 116 2,365– Goodwill ..................................................................................... 362 1,351 483 2,196

2,105 1,857 599 4,561Disposals– Goodwill ..................................................................................... — (386) — (386)– Net assets .................................................................................... — (414) — (414)

— (800) — (800)Share of profits retained ................................................................. 944 39 31 1,014Amounts recognised in the SORIE.................................................. 500 — — 500Dividend received .......................................................................... (1,500) (37) — (1,537)At 31 December– Net assets excluding goodwill...................................................... 1,687 94 147 1,928– Goodwill ..................................................................................... 362 965 483 1,810

2,049 1,059 630 3,738

Net sale proceeds ........................................................................... — 3,421 — 3,421Cost of holding disposed ................................................................ — (800) — (800)Profit on part disposal of holdings................................................... — 2,621 — 2,621

Current assets................................................................................. 2,409 828 161 3,398Non-current assets.......................................................................... 1,508 281 7 1,796Current liabilities............................................................................ (2,210) (945) (21) (3,176)Non-current liabilities..................................................................... (20) (70) — (90)

1,687 94 147 1,928

302

2005

RightmoveTMG

Holdings Netsquared Total

£’000 £’000 £’000 £’000Income........................................................................................... 5,460 11,485 230 17,175Expenses........................................................................................ (3,869) (11,446) (199) (15,514)Tax ................................................................................................ (647) — — (647)Share of post tax results.................................................................. 944 39 31 1,014

COUNTRYWIDE PLCNOTES TO THE GROUP FINANCIAL INFORMATION

2004

RightmoveTMG

Holdings Netsquared Total

£’000 £’000 £’000 £’000At 1 January– Net assets excluding goodwill...................................................... 1,163 796 118 2,077– Goodwill ..................................................................................... — 1,351 483 1,834

1,163 2,147 601 3,911Disposals– Goodwill ..................................................................................... 362 — — 362– Net assets .................................................................................... 58 — — 58Share of profits retained ................................................................. 522 (285) (2) 235Amounts recognised in the SORIE.................................................. — — — —Dividend received .......................................................................... — (5) — (5)At 31 December– Net assets excluding goodwill...................................................... 1,743 506 116 2,365– Goodwill ..................................................................................... 362 1,351 483 2,196

2,105 1,857 599 4,561

Net sale proceeds ........................................................................... — — — —Cost of holding disposed ................................................................ — — — —Profit on part disposal of holdings................................................... — — — —

Current assets................................................................................. 1,705 962 130 2,797Non-current assets.......................................................................... 567 292 8 867Current liabilities............................................................................ (521) (695) (22) (1,238)Non-current liabilities..................................................................... (8) (53) — (61)

1,743 506 116 2,365

Income........................................................................................... 2,681 9,038 202 11,921Expenses........................................................................................ (1,935) (9,292) (204) (11,431)Tax ................................................................................................ (224) (31) — (255)Share of post tax results.................................................................. 522 (285) (2) 235

COUNTRYWIDE PLCNOTES TO THE GROUP FINANCIAL INFORMATION

c) Other investments

2006 2005 2004

£’000 £’000 £’000Holding in insurance cell ...................................................................................... 1,200 1,200 1,200Other financial assets............................................................................................ 33 25 17

1,233 1,225 1,217

303

2006 2005 2004

£’000 £’000 £’000

18. TRADE AND OTHER RECEIVABLES

2006 2005 2004

£’000 £’000 £’000Amounts falling due after one yearOther receivables.................................................................................................. 123 1,401 2,294

Amounts falling due within one year:Trade receivables ................................................................................................. 64,980 59,295 48,569Less: Provision for impairment of receivables ....................................................... (6,324) (6,980) (4,298)Trade receivables – net ......................................................................................... 58,656 52,315 44,271Other debtors ....................................................................................................... 13,537 11,152 12,011Other taxation recoverable.................................................................................... — — 2Prepayments and accrued income ......................................................................... 14,247 14,539 16,536

86,440 78,006 72,820

19. CASH AND CASH EQUIVALENTS

2006 2005 2004

£’000 £’000 £’000Cash and cash equivalentsCash at bank and in hand...................................................................................... 9,370 6,987 11,398Short term bank deposits ...................................................................................... 55,000 — 10,000

64,370 6,987 21,398

20. TRADE AND OTHER PAYABLES – CURRENT

2006 2005 2004

£’000 £’000 £’000Trade payables ..................................................................................................... 16,792 15,449 11,941Other tax and social security payable .................................................................... 29,249 21,922 19,181Accruals and other creditors ................................................................................. 47,000 43,405 37,034Deferred income................................................................................................... 2,313 1,623 1,623

95,354 82,399 69,779

21. FINANCIAL LIABILITIES – BORROWINGS

2006 2005 2004

£’000 £’000 £’000CurrentBank loans and overdrafts due within one year or on demand:Unsecured ............................................................................................................ — — 2,297

Non-currentBank loans:Unsecured ............................................................................................................ — 5,000 75,000

The bank loan at the end of 2005 represents amounts drawn down against a £50 million unsecured LIBOR facility. Thisfacility was cancelled on 9 March 2006.

COUNTRYWIDE PLCNOTES TO THE GROUP FINANCIAL INFORMATION

22. DEFERRED INCOME

304

Deferred income will unwind as follows:

2006 2005 2004

£’000 £’000 £’000Within 1 year ....................................................................................................... 2,313 1,623 1,623After 1 year

Between 1 and 2 years................................................................................. 2,322 1,766 1,623Between 2 and 3 years................................................................................. 2,319 1,683 1,623Between 3 and 4 years................................................................................. 2,357 1,696 1,623Between 4 and 5 years................................................................................. 1,708 1,680 1,623Over 5 years................................................................................................ 9,517 11,235 13,126

18,223 18,060 19,618 20,536 19,683 21,241

23. PROVISIONS

Onerouscontracts

Propertyrepairs Clawback

Claims andlitigation Other Total

£’000 £’000 £’000 £’000 £’000 £’000At 1 January 2006 ................................................. 2,902 5,481 4,956 4,618 1,827 19,784Utilised in the year ................................................ (683) (549) (6,720) (4,058) (44) (12,054)Charged to income statement................................ 539 467 6,629 5,324 1,167 14,126Amortisation of discount ....................................... 49 — — — — 49At 31 December 2006............................................ 2,807 5,399 4,865 5,884 2,950 21,905

Due within one year or less.................................... 264 1,882 3,570 3,843 1,672 11,231Due after more than one year ................................ 2,543 3,517 1,295 2,041 1,278 10,674

2,807 5,399 4,865 5,884 2,950 21,905

At 1 January 2005 ................................................. 3,761 5,355 5,876 3,604 500 19,096Utilised in the year ................................................ (895) (227) (6,925) (1,402) (165) (9,614)Charged to income statement................................ 38 353 6,005 2,416 288 9,100Arising on acquisition............................................ — — — — 1,204 1,204Amortisation of discount ....................................... (2) — — — — (2)At 31 December 2005............................................ 2,902 5,481 4,956 4,618 1,827 19,784

Due within one year or less.................................... 81 1,327 3,868 4,369 485 10,130Due after more than one year ................................ 2,821 4,154 1,088 249 1,342 9,654

2,902 5,481 4,956 4,618 1,827 19,784

At 1 January 2004 ................................................. 2,065 2,760 4,251 1,185 439 10,700Utilised in the year ................................................ (504) (307) (9,921) (1,168) (17) (11,917)Charged to income statement................................ 2,629 202 11,546 3,587 442 18,406Arising on acquisition............................................ — 2,700 — — — 2,700Transferred out on merger ..................................... (413) — — — (364) (777)Amortisation of discount ....................................... (16) — — — — (16)At 31 December 2004............................................ 3,761 5,355 5,876 3,604 500 19,096

Due within one year or less.................................... 6 901 4,587 1,078 500 7,072Due after more than one year ................................ 3,755 4,454 1,289 2,526 — 12,024

3,761 5,355 5,876 3,604 500 19,096

COUNTRYWIDE PLCNOTES TO THE GROUP FINANCIAL INFORMATION

305

The provision for onerous contracts relates to property leases and represents the estimated unavoidable costs ofleasehold properties which have become surplus to the Group’s requirements following the closure or relocation ofoperations. The provision is based on the present value of rentals and other unavoidable costs payable during the remaininglease period after taking into account rents receivable or expected to be receivable from sub-lessees, typically over a five yearperiod. Provisions are released when properties are assigned or sub-let.

The provision for property repairs represents estimates of the cost to repair existing dilapidations under leaseholdcovenants, in accordance with IAS 37: Provisions, contingent liabilities and contingent assets, typically over five years.

Clawback represents the provision required to meet the estimated cost of repaying indemnity commission incomereceived on life assurance policies that may lapse in the two years following issue.

Claims and litigation provisions comprise the amounts set aside to meet claims by customers below the level of anyProfessional Indemnity insurance excess, any amounts that might be payable as a result of any legal disputes. The provisionsrepresent the Director’s best estimate of the Group’s liability having taken professional advice.

Other provisions mainly comprise National Insurance payable on gains made by employees on exercise of shareoptions granted to them under unapproved schemes. The eventual liability to National Insurance is dependent upon themarket price of the Company’s shares at the date of exercise, the number of options exercised and the prevailing rate ofNational Insurance at the date of exercise; and business closure costs.

24. DEFERRED TAXDeferred tax is calculated in full on temporary differences under the liability method using a tax rate of 30% (2005:

30%, 2004: 30%).The movement on the deferred tax account is shown below:

2006 2005 2004

£’000 £’000 £’000Net deferred tax asset at 1 January ........................................................................ 11,479 7,512 3,261Transferred on demerger....................................................................................... — — 3,285Acquisition........................................................................................................... — — 1,517Profit and loss (charge)/credit ............................................................................... (1,829) 3,181 (398)Taken to equity .................................................................................................... 542 786 (153)Net deferred tax asset at 31 December .................................................................. 10,192 11,479 7,512

Deferred tax assets have been recognised in respect of all tax losses and other temporary differences giving rise todeferred tax assets to the extent that it is probable that these assets will be recovered.

The movements in deferred tax assets and liabilities (prior to the offsetting of balances within the same jurisdiction aspermitted by IAS 12) during the year are shown below. Deferred tax assets and liabilities are only offset where there is alegally enforceable right of offset and there is an intention to settle the balances net.

2006

Asset/(liability)

(Charged)/credited

to income

(Charged)/creditedto equity

£’000 £’000 £’000Origination and reversal of temporary differences

Capital allowances ............................................................................................. 2,212 60 —Employee pension liabilities ............................................................................... 5,275 (1,499) 437Share options ..................................................................................................... 1,647 321 105Other temporary and deductible differences ........................................................ 1,058 1,204 —Overseas losses .................................................................................................. — (1,915) —

10,192 (1,829) 542

COUNTRYWIDE PLCNOTES TO THE GROUP FINANCIAL INFORMATION

306

2005

Asset/(liability)

(Charged)/credited

to income

(Charged)/creditedto equity

£’000 £’000 £’000Capital allowances ............................................................................................. 2,152 987 —Employee pension liabilities ............................................................................... 6,337 382 786Share options ..................................................................................................... 1,221 285 —Other temporary and deductible differences ........................................................ (146) (388) —Overseas losses .................................................................................................. 1,915 1,915 —

11,479 3,181 786

2004

Asset/(liability)

(Charged)credited

to income

(Charged)/creditedto equity

£’000 £’000 £’000Capital allowances ............................................................................................. 1,165 (535) —Employee pension liabilities ............................................................................... 5,169 (158) (153)Share options ..................................................................................................... 936 (343) —Other temporary and deductible differences ........................................................ 242 (703) —Overseas losses .................................................................................................. — — —Life company – discontinued operations ............................................................. — 1,341 —

7,512 (398) (153)

A deferred tax asset has not been recognised in respect of unused capital losses of £32,939,000 (2005: £32,097,000,2004: £32,221,000).

25. CALLED UP SHARE CAPITAL

2006

Shares £’000

Ordinary shares of 5 pence each

Authorised ..................................................................................................................... 251,000,000 12,550Issued and fully paidAt 1 January.................................................................................................................... 177,431,739 8,872Placement of new ordinary shares.................................................................................... — —Issue of new ordinary shares in respect of share options exercised .................................... 139,930 7Purchase of Treasury shares............................................................................................. (6,796,586) (340)Issue of Treasury shares in respect of share options exercised........................................... 76,391 4At 31 December .............................................................................................................. 170,851,474 8,543

Treasury shares held by the Company (excluded from the total above) ............................. 8,406,847Shares held by the ESOP (included in the total above) ..................................................... 1,199,604

2005

Shares £’000

Ordinary shares of 5 pence each

Authorised ..................................................................................................................... 251,000,000 12,550Issued and fully paidAt 1 January.................................................................................................................... 170,287,515 8,515Placement of new ordinary shares.................................................................................... 8,456,416 423Issue of new ordinary shares in respect of share options exercised .................................... 374,460 18Purchase of Treasury shares............................................................................................. (1,686,652) (84)Issue of Treasury shares in respect of share options exercised........................................... — —

307

2005

Shares £’000

At 31 December .............................................................................................................. 177,431,739 8,872

Treasury shares held by the Company (excluded from the total above) ............................. 1,686,652Shares held by the ESOP (included in the total above) ..................................................... 645,963

COUNTRYWIDE PLCNOTES TO THE GROUP FINANCIAL INFORMATION

2004

Shares £’000

Ordinary shares of 5 pence each

Authorised ..................................................................................................................... 251,000,000 12,550Issued and fully paidAt 1 January.................................................................................................................... 169,128,340 8,456Placement of new ordinary shares.................................................................................... — —Issue of new ordinary shares in respect of share options exercised .................................... 1,159,175 59Purchase of Treasury shares............................................................................................. — —Issue of Treasury shares in respect of share options exercised........................................... — —At 31 December .............................................................................................................. 170,287,515 8,515Treasury shares held by the Company (excluded from the total above) ............................. —Shares held by the ESOP (included in the total above) ..................................................... 844,840

Share options schemes(i) Executive Share Option Scheme (1995)Options to subscribe for ordinary shares of 5p each outstanding at 31 December 2006 under the Share Option Scheme

(1995) were:

No. of Shares Subscription Price Exercisable up to

(a) 6,700 121p September 2007(b) 35,875 200p May 2009(c) 5,000 198p May 2012

(ii) Executive Share Option Scheme (1996)Options to subscribe for ordinary shares of 5p each outstanding at 31 December 2006 under the Executive Share

Option Scheme (1996) were:

No. of Shares Subscription Price Exercisable up to

(a) 28,125 200p May 2009(b) 69,500 109p April 2011(c) 460,000 198p April 2012

At the Annual General Meeting of Countrywide Assured Group plc held on 5 May 1999 the option period of theExecutive Share Option Scheme (1996) was extended from seven to ten years.

Options issued under the Executive Share Option Schemes (1995) and (1996) may be exercised between three and tenyears after the date of grant only if performance criteria are satisfied. The Replacement Options under (c) of the aboveschemes granted on 15 April 2002 are subject to the performance target originally set by the Remuneration Committee ofCountrywide Assured Group plc.

This requires that the average earnings per share of the Group for the three years prior to the date on which exercisetakes place (the ‘Performance Period’) has improved compared to the three year period ending one year earlier thanPerformance Period. For these purposes, a three year Performance Period will run to the Group’s reporting date of31 December or 30 June, whichever is closest to the exercise date. If the Group is loss making at the time of exercise,exercise will still be permitted, but only if the average loss per share in the Performance Period is less than the average lossper share in the previous three year period.

308

The Replacement Options under (a) and (b) will not be subject to any further performance target where targets for theseexisting options were already met before the demerger.

(iii) SAYE Scheme (1996)Options to subscribe for ordinary shares of 5p each outstanding at 31 December 2006 under the SAYE Scheme

(1996) were:

No. of Shares New Subscription Price Exercisable up to

596,449 140.8p May 2008

COUNTRYWIDE PLCNOTES TO THE GROUP FINANCIAL INFORMATION

(iv) Countrywide Sharesave PlanOptions to subscribe for ordinary shares of 5p each outstanding at 31 December 2006 under the Countrywide

Sharesave Plan were:

No. of Shares New Subscription Price Exercisable up to

1,964,707 288.0p Feb 2011

(v) Countrywide Approved Share Option SchemeOptions issued under the Countrywide Approved Share Option Scheme may be exercised between three and ten years

after the date of grant only if performance criteria are satisfied.The performance criteria requires that the average earnings per share of the Group for the three years ending

31 December prior to the date on which the options vest (the ‘Performance Period’) has improved compared to the three yearperiod ending one year earlier than Performance Period.

Options to subscribe for ordinary shares of 5p each outstanding at 31 December 2006 under the Countrywide ApprovedShare Option Scheme were:

No. of Shares New Option Price Exercisable up to

(a) 1,335,000 460.25p May 2016(b) 132,000 460.25p August 2016

(vi) Performance Share PlanOptions issued under the Countrywide Approved Share Option Scheme may be exercised between three and ten years

after the date of grant only if performance criteria are satisfied.Two different forms of Award can be granted under this scheme: Executive Performance Awards and Senior Manager

Performance Awards. The performance targets that will apply to the Executive Performance Awards are a mix of Earningsper Share ("EPS") growth targets for half of the Award, and a relative Total Shareholder Return ("TSR") target for the otherhalf of the Award. The TSR target compares the Company’s TSR against the constituents of the FTSE Mid-250 Index(excluding investment trusts).

Options to subscribe for ordinary shares of 5p each outstanding at 31 December 2006 under the Performance SharePlan were:

No. of Shares New Option Price Exercisable up to

(a) 548,757 0p May 2016(b) 32,590 0p August 2016

(vii) Executive Deferred Incentive Scheme (1996)Options issued under the Executive Deferred Incentive Scheme may be exercised between five and ten years after the

date of grant only if performance criteria are satisfied.This requires that the average earnings per share of the Group for the three years prior to the date on which exercise

takes place (the ‘Performance Period’) has improved compared to the three year period ending one year earlier thanPerformance Period. For these purposes, a three year Performance Period will run to the Group’s reporting date of31 December or 30 June, whichever is closest to the exercise date. If the Group is loss making at the time of exercise,

309

exercise will still be permitted, but only if the average loss per share in the Performance Period is less than the average lossper share in the previous three year period.

Rights to purchase ordinary shares of 5p each held by the Trustee of the Employee Benefit Trust outstanding at31 December 2006 under the Executive Deferred Incentive Scheme were:

No. of Shares New Option Price Exercisable up to

487,500 198p April 2009

COUNTRYWIDE PLCNOTES TO THE GROUP FINANCIAL INFORMATION

(viii) Executive Share Bonus SchemeRights to purchase ordinary shares of 5p each held by the Trustee of the Employee Benefit Trust outstanding at

31 December 2006 under the Executive Share Bonus Scheme were:

No. of Shares New Option Price Exercisable up to

21,242 203p March 2007

26. RESERVESThe following describes the nature and purpose of each reserve within shareholders’ equity:

Share premiumThe amount subscribed for share capital in excess of nominal value less any costs directly attributable to the issue of

new shares.

Capital redemption reserveThis reserve represents the amount of nominal share capital that has been cancelled following redemption of the share

capital by the Company from distributable profits.

Capital reserveThe capital reserve was created on 21 May 2004 following the restructuring of the Group under a Court Approved

Scheme of Arrangement. It represents the difference between the purchase price of the shares in Countrywide plc, which wassettled by way of a share exchange for the existing shares in the former holding company Countrywide Assured Group plc(CAG), now called Balanus Limited, and a return of capital, and the original investment in CAG by shareholders.

Treasury share reserveThis reserve represents the cost in excess of nominal value of shares purchased by the Company and not cancelled but

held in Treasury. These shares have been set aside to meet future obligations under share option schemes.

ESOP share reserveThis represents the cost of the Company’s shares held by the Group’s employee benefit trust.

Other reservesThe other reserves represent the premium for shares issued to purchase businesses less any goodwill written off relating

to acquisitions made prior to 1999.

Foreign exchange reserveGains/(losses) arising on retranslating the net assets of overseas operations into sterling.

Retained earningsCumulative net gains and losses recognised in the Group income statement and pensions scheme gains and losses

recognised in the statement of recognised income and expense.

COUNTRYWIDE PLCNOTES TO THE GROUP FINANCIAL INFORMATION

27. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

310

Sharecapital

Sharepremium

Capitalredemp-

tion reserveCapitalreserve

Treasuryshare

reserve

ESOPshare

reserveOther

reserves

Foreignexchangereserve

Retainedearnings Total

£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000At 1 January 2004........................... 16,455 26,493 3,256 — — (2,581) 670 — 99,313 143,606Exercise of share options ................ 517 12,232 — — — — — — — 12,749Issue of preference shares ............... 50 — — — — — — — — 50Issue of share capital under a scheme

of arrangement.......................... 388,995 (37,014) (3,256) (433,729) — — — — — (85,004)Reduction of capital ........................ (397,452) — — — — — — — 397,452 —Redemption of preference shares .... (50) — 50 — — — — — (50) (50)Demerger of Chesnara .................... — — — — — — 466 — (94,961) (94,495)Share issue costs ............................. — — — (100) — — — — — (100)Net profit for the year ..................... — — — — — — — — 27,456 27,456Currency translation differences ..... — — — — — — — 217 — 217Dividends........................................ — — — — — — — — (23,528) (23,528)Share-based payments..................... — — — — — — — — 518 518Actuarial gain on pension fund ....... — — — — — — — — 510 510Deferred tax movement on pension

reserve ...................................... — — — — — — — — (153) (153)Goodwill adjustment on disposal .... — — — — — — (27) — — (27)Movement in own shares ................ — — — — — 1,742 — — — 1,742

At 1 January 2005 ......................... 8,515 1,711 50 (433,829) — (839) 1,109 217 406,557 (16,509)Net profit for the year ..................... — 27,199 27,199Currency translation differences ..... (6) — (6)Actuarial loss in the pension fund ... — (2,619) (2,619)Deferred tax movement on pension

reserve ...................................... — 786 786Share of transactions recognised

directly in equity by joint venturesand associates ........................... — 500 500

Total income and expense recognisedfor the year.............................. (6) 25,866 25,860

Exercise of share options ................ 18 443 — — — — — — — 461Placement of ordinary share capital 423 28,059 — — — — — — — 28,482Dividends........................................ — — — — — — — — (9,405) (9,405)Share-based payments..................... — — — — — — — — 566 566Purchase of Treasury shares............ (84) — — — (6,216) — — — — (6,300)Movement in own shares ................ — — — — — 268 — — — 268

At 31 December 2005 .................... 8,872 30,213 50 (433,829) (6,216) (571) 1,109 211 423,584 23,423

Net profit for the year ..................... — 81,856 81,856Currency translation differences ..... (25) — (25)Actuarial loss in the pension fund ... — (1,455) (1,455)Deferred tax movement on pension

reserve ...................................... — 437 437Deferred tax on share-based payments

................................................. — 105 105Share of transactions recognised

directly in equity by joint venturesand associates ........................... — 1,076 1,076

Total income and expense recognisedfor the year.............................. (25) 82,019 81,994

Issue of new shares on exercise ofshare options............................. 7 239 — — — — — — — 246

Issue of treasury shares on exercise ofshare options............................. 4 — — — 321 — — — (171) 154

Dividends........................................ — — — — — — — — (13,940) (13,940)Share-based payments..................... — — — — — — — — 1,442 1,442Share-based payments adjustment of

associated undertaking.............. — — — — — — — — 466 466Purchase of Treasury shares............ (340) — — — (29,871) — — — — (30,211)Movement in own shares ................ — — — — — (3,017) — — — (3,017)

At 31 December 2006.................... 8,543 30,452 50 (433,829) (35,766) (3,588) 1,109 186 493,400 60,577

COUNTRYWIDE PLCNOTES TO THE GROUP FINANCIAL INFORMATION

28. CASH FLOW FROM OPERATING ACTIVITIES

311

Reconciliation of profit before taxation to cash generated from operations:Cash generated from operations

2006 2005 2004

£’000 £’000 £’000Profit before taxation............................................................................................... 113,763 31,667 40,026Adjustments for:Depreciation............................................................................................................ 7,235 8,102 7,369Amortisation of intangible assets ............................................................................. 1,736 2,770 2,612Impairment charge .................................................................................................. 3,118 — —Share-based payments ............................................................................................. 1,442 566 515Profit on sale of investments.................................................................................... (19,357) (7,603) 1,909Profit on disposal of business................................................................................... (1,999) — —Income from joint ventures and associates ............................................................... (1,411) (1,014) (235)Movement on provisions ......................................................................................... 2,072 2,738 3,534Profit on sales of fixed assets and intangibles........................................................... (428) (232) (422)Exceptional write off of computer software and associated contracts ........................ — 5,540 —Group restructuring charge ...................................................................................... — — 9,424Finance expense...................................................................................................... 1,595 (5,603) 3,736Finance income ....................................................................................................... (2,346) (2,252) (2,219)Changes in working capital (excluding affects of acquisitions and disposals of Group

undertakings):(Increase)/decrease in trade and other receivables .................................................... (5,187) (4,596) 10,515Increase/(decrease) in trade and other payables ........................................................ 11,405 3,732 (8,728)Cash generated from continuing operations.............................................................. 111,638 45,021 68,036Net cash generated from discontinued operations ..................................................... — — 5,979Cash generated from operations............................................................................... 111,638 45,021 74,015

29. ACQUISITIONS DURING THE PERIODSurveying and Valuation division

On 9 May 2006 the Group acquired a small surveying operation in Scotland: Kean Kennedy Limited for £178,000 incash including costs of acquisition. In the year to 31 December 2006, the business contributed £214,000 to turnover and£16,000 to consolidated profit before tax. In the 3 months prior to acquisition, the Company made a profit of £15,000. Theacquisition had the following effect on the Group’s assets and liabilities:

Carrying valuespre-acquisition

andfair value

£’000Property, plant and equipment ..................................................................................................... 5Trade and other receivables ......................................................................................................... 73Trade and other payables ............................................................................................................. (68)Net assets acquired...................................................................................................................... 10Goodwill..................................................................................................................................... 168Consideration.............................................................................................................................. 178

Consideration satisfied by:Cash............................................................................................................................................ 178

COUNTRYWIDE PLCNOTES TO THE GROUP FINANCIAL INFORMATION

30. PRIOR PERIOD ACQUISITIONS

312

Conveyancing divisionTitle Absolute Limited and Trade Partners LimitedOn 1 January 2005, the Group acquired the entire share capital of Title Absolute Limited and Trade Partners Limited

for £1,263,000 in cash. The companies operate a conveyancing panel management service. In the year ended 31 December2005, the business contributed £1,233,000 to consolidated profit before taxation. In the 9 months prior to acquisition, thecompanies made a profit of £185,000. The acquisition had the following effect on the Group’s assets and liabilities.

Carryingvalues

pre-acquisition Fair value

£’000 £’000Intangible assets ......................................................................................................... — 66Property, plant and equipment .................................................................................... 144 144Trade and other receivables ........................................................................................ 497 497Cash and cash equivalents .......................................................................................... 255 255Trade and other payables ............................................................................................ (855) (855)Net assets acquired..................................................................................................... 41 107Goodwill.................................................................................................................... 2,360Consideration............................................................................................................. 2,467

Consideration satisfied by:Cash........................................................................................................................... 1,263Deferred consideration ............................................................................................... 1,204

2,467

The intangible assets represent the capitalisation of internal costs directly incurred in the development of computersoftware.

The sale and purchase agreement provides for deferred consideration to be paid, the amount being dependent on thecash flows of the business between 2005 and 2008 and certain hurdles being achieved. Based on the current estimates thedeferred consideration is expected to be £1,204,000. However should the performance of the business change in futureperiods then this figure may be revised.

The Group acquired these businesses to enhance its existing conveyancing panel management operation. Uponacquisition an adjustment was made to recognize the software development costs that had been previously written off.However it was found that there were no other separately identifiable intangible assets. The business names were not brandnames used to promote the software, in fact the use of the system is often white labeled and the most significant customerrelationship demanded a premium fee and therefore was not valued.

Post acquisition, the Group’s existing panel management business was transferred to Title Absolute.Since there is a high level risk with the development of this business, a significant proportion of the deferred

consideration was included in the sale and purchase agreement. In view of the above, the amount attributed to goodwill isconsidered to be a fair reflection of the value that the group network can add to the business.

Estate Agency divisionBradford and Bingley Estate Agents:On 15 October 2004 the Group acquired the net assets and trade of Bradford & Bingley Estate Agents including the

lettings and retail financial services operations.

COUNTRYWIDE PLCNOTES TO THE GROUP FINANCIAL INFORMATION

The acquisition had the following effect on the Group’s assets and liabilities.

313

Carryingvalues

pre-acquisition Fair value

£’000 £’000Intangible assets ......................................................................................................... — 47Property plant and equipment ..................................................................................... 5,840 5,355Deferred tax assets ..................................................................................................... — 1,331Trade and other receivables ........................................................................................ 19,443 17,889Cash and cash equivalents .......................................................................................... 28 —Trade and other payables ............................................................................................ (2,284) (4,087)Provisions .................................................................................................................. — (2,555)Net assets acquired..................................................................................................... 23,027 17,980Goodwill.................................................................................................................... 9,214Consideration (cash)................................................................................................... 27,194

The identifiable net assets were on a provisional basis pending the results of an independent valuation of dilapidationcosts in respect of leased properties.

The intangible asset acquired at acquisition represented the pipeline of work in the hands of the solicitor. Since thepipeline has a life less than four months, it has been written off subsequent to the acquisition.

In 2005, the result of the valuation has been to increase the related provision by £1,557,000 and a reduction of theconsideration of £1,499,000. There was also an adjustment to trade debtors for £944,000, accruals £195,000 and otherdebtors £74,000, the petty cash balances were reduced by £28,000 and there has been a reallocation of deferred tax assets of£30,000 to Securemove Property Services Limited.

In 2006 a warranty claim was submitted in accordance with the terms of the contract and this has resulted in areduction in the consideration paid by £3,200,000. The goodwill arising on acquisition has been reduced accordingly from£9,214,000 to £6,014,000.

Freeman Forman:On 11 August 2004, the Group acquired the net assets and trade of Freeman Forman, a 14 branch network of estate

agents based in Kent and East Sussex.The intangible assets identified were:• the pipeline of work in hands of solicitors £152,000; and• the value of the brand £1,268,000.The estate agency pipeline was considered to have a life less than four months and was written off subsequent to

acquisition. The value of the brand is perceived to have an indefinite life.In the period prior to acquisitions the estimated pro forma loss before taxation of the business was £2,300,000. No

results have been provided for the nine months trading prior to acquisition in 2004.

Surveying and Valuation DivisionSecuremove Property Services Limited:On 15 October 2004, the Group acquired the entire issued ordinary share capital of Securemove Property Services

Limited.

COUNTRYWIDE PLCNOTES TO THE GROUP FINANCIAL INFORMATION

The acquisition had the following effect on the Group’s assets and liabilities.

Carryingvalues

pre-acquisition Fair value

£’000s £’000Tangible fixed assets .................................................................................................. 1,839 1,565Deferred tax assets ..................................................................................................... — 186Current assets............................................................................................................. 8,804 8,557Trade and other payables ............................................................................................ (1,875) (1,875)

314

Carryingvalues

pre-acquisition Fair value

£’000s £’000Provisions .................................................................................................................. — (145)Net assets acquired..................................................................................................... 8,768 8,288Goodwill.................................................................................................................... 8,767Consideration (cash)................................................................................................... 17,055

Harvey Donaldson Gibson:On 2 July 2004 the Group acquired the net assets and trade of Harvey Donaldson Gibson, a partnership of surveyors

based in Scotland for a cash consideration of £703,000, giving rise to goodwill of £649,000.

Joint VentureOn 5 November 2004, the Group acquired a further 1% shareholding in Rightmove plc for a cash consideration of

£417,000, bringing its total shareholding at 31 December 2004 to 30% (2006: 21.5%; 2005: 30%).

31. DISPOSALS IN THE CURRENT PERIODOn 20 March 2006 the Group sold the Commercial Surveying operation that it acquired with the businesses purchased

from Bradford & Bingley Group in 2004. The total consideration received was £4,590,000 and the profit arising on thedisposal was £1,999,000.

32. OPERATING LEASE COMMITMENTS – MINIMUM LEASE PAYMENTSCommitments under non cancellable operating leases expiring:

2006 2005 2004

Property

Vehicles,plant andequipment Property

Vehicles,plant andequipment Property

Vehicles,plant andequipment

£’000 £’000 £’000 £’000 £’000 £’000Within one year............................................... 2,594 2,275 2,529 2,451 2,304 3,107Later than one year and less than five years...... 33,234 29,868 30,005 25,832 29,965 11,952After five years ............................................... 94,680 — 90,949 — 102,929 —

130,508 32,143 123,483 28,283 135,198 15,059

33. CLIENT MONIESAt 31 December 2006, client monies held by subsidiaries in approved bank and building society accounts amounted to

£94,436,000 (2005: £82,431,000, 2004: £65,273,000). Neither this amount nor the matching liabilities to the clientsconcerned are included in the Group balance sheet.

34. FINANCIAL INSTRUMENTS – RISK MANAGEMENTThe Group is exposed through its operations to one or more of the following financial risks:• Cash flow interest rate risk• Foreign currency risk• Liquidity risk• Credit risk

COUNTRYWIDE PLCNOTES TO THE GROUP FINANCIAL INFORMATION

Policy for managing these risks is set by the Board following recommendations from the Finance Director. Certainrisks are managed centrally, while others are managed locally following guidelines communicated from the centre. Thepolicy for each of the above risks is described in more detail below.

315

Cash flow interest rate riskIt is currently Group policy that external Group borrowings (excluding short-term overdraft facilities and finance lease

payables) are variable and fixed for periods no greater than six months. This policy is managed centrally. Operations are notpermitted to borrow from external sources. Where the Group wishes to fix the amount of external variable rate debt, itconsiders the use of interest rate swaps or cap products available to achieve the desired interest rate profile. Although theBoard accepts that this policy neither protects the Group entirely from the risk of paying rates in excess of current marketrates nor eliminates fully cash flow risk associated with interest payments, it considers that it achieves an appropriate balanceof exposure to these risks.

Foreign currency riskForeign exchange risk arises because the Group has operations located in Europe whose functional currency is not the

same as the Group’s primary functional currency (sterling). The Group’s investment in overseas activities is not significantand the risk of exposure to currency fluctuations is limited. The Group does not consider that the cash flow risk from this ismaterial enough to warrant the use of hedge products.

Foreign exchange risk also arises when individual Group operations enter into transactions denominated in a currencyother than their functional currency. Such transactions are rare and not material to the Group’s cash flow.

It is Group policy that transactions between Group entities are always denominated in the selling Group entity’sfunctional currency thereby giving rise to foreign exchange risk in the income statement of both the purchasing Group entityand the Group. At Group level, as there is no exposure to consolidated net assets from intra-group transactions, hedgingproducts are not used.

Liquidity riskThe liquidity risk of each Group entity is managed centrally by the Group treasury function. The Group’s cash

requirement is monitored closely.All surplus cash is held centrally to maximise the returns on deposits through economies of scale. The type of cash

instrument used and its maturity date will depend on the Group’s forecast cash requirements. The Group maintains anoverdraft facility with a major banking corporation to manage any unexpected short-term cash shortfalls.

Credit riskThe Group is exposed to credit risk from credit sales. It is Group policy, implemented locally, to assess the credit risk

of major new customers before entering contracts. The majority of customers use the Group’s services as part of a housingtransaction and consequently the sales are paid from the proceeds of the house sale.

35. FINANCIAL ASSETS AND LIABILITIES – NUMERICAL INFORMATIONMaturity of financial liabilities

The carrying amounts of financial liabilities, all of which are exposed to cash flow or fair value interest rate risk, arerepayable as follows:

2006 2005 2004

£’000 £’000 £’000In less than one year ................................................................................................ 73,091 68,984 58,344In more than one year but not more than two years................................................... 3,690 6,495 1,500In more than two years but less than three years....................................................... 3,383 147 75,049In more than three years but not more than four years .............................................. 671 1,587 98In more than four years but less than five years........................................................ 737 235 179Over five years........................................................................................................ 4,125 6,190 10,198

85,697 83,638 145,368

COUNTRYWIDE PLCNOTES TO THE GROUP FINANCIAL INFORMATION

Interest rate riskThe currency and interest profile of the Group’s financial assets and liabilities are as follows:

316

Floating rate assets Fixed rate assets

2006 2005 2004 2006 2005 2004

£’000 £’000 £’000 £’000 £’000 £’000Sterling ................................................................ 9,305 6,848 21,067 55,000 — —Euro..................................................................... 65 139 331 — — —

9,370 6,987 21,398 55,000 — —

Interest free assets Total financial assets

2006 2005 2004 2006 2005 2004

£’000 £’000 £’000 £’000 £’000 £’000Sterling ................................................................ 73,093 65,650 59,075 137,398 72,498 80,142Euro..................................................................... 456 443 718 521 582 1,049

73,549 66,093 59,793 137,919 73,080 81,191

Floating rate liabilities Fixed rate liabilities

2006 2005 2004 2006 2005 2004

£’000 £’000 £’000 £’000 £’000 £’000Sterling ................................................................ — — 2,297 — 5,000 75,000Euro..................................................................... — — — — — —

— — 2,297 — 5,000 75,000

Interest free liabilities Total financial liabilities

2006 2005 2004 2006 2005 2004

£’000 £’000 £’000 £’000 £’000 £’000Sterling ................................................................ 85,452 78,232 67,242 85,452 83,232 144,539Euro..................................................................... 245 406 829 245 406 829

85,697 78,638 68,071 85,697 83,638 145,368

The average rate at which the fixed rate liabilities were fixed in 2005 was 5.71% (2004: 5.60%) and the average periodfor which the liabilities were fixed was 14 days (2004: 32 days). The average rate at which the fixed rate assets in 2006 werefixed was 5.13% and the average period for which the assets were fixed was 13 days.

There is no material difference between the book and the fair values of the financial assets and liabilities.

36. RELATED PARTY TRANSACTIONSDetails of Directors’ remuneration are given in the Directors’ Remuneration Report and key management

compensation is given in note 6 (b). Other related party transactions are as follows:

Trading transactions

Related party relationship Transaction type Transaction amount Balance owed/(owing)

2006 2005 2004 2006 2005 2004

£’000 £’000 £’000 £’000 £’000 £’000TMG Holdings Limited............. Sales to/(from) Group (1,074) (1,030) (50) 112 709 —

Dividends received — (37) — — — —Interest received — (101) — — — —

Netsquared Limited................... Sales to/(from) Group 80 54 52 (8) (10) (6)

Rightmove plc........................... Sales to/(from) Group 1,391 1,374 1,035 (186) (8) (37)Dividends received (428) (1,500) — — — —

With the exception of dividends, these transactions are trading relationships which are made at market value. TheCompany has not made any provision for bad or doubtful debts in respect of related party debtors nor has any guarantee beengiven during 2006, 2005 or 2004 regarding related party transactions.

317

COUNTRYWIDE PLCNOTES TO THE GROUP FINANCIAL INFORMATION

37. CONTINGENT ASSETThe Group is pursuing a legal claim against the supplier who developed the computer software for the Conveyancing

Division that was abandoned at the end of 2005. No account of any potential settlement has been taken into this FinancialInformation neither has the amount of any potential claim has not been quantified because it would be seriously prejudicial tothe proceeding to disclose it.

38. CONTINGENT LIABILITYIn 2002, the Group received £25 million in consideration of the Financial Services Division providing to Friends

Provident Life and Pension Limited (FPLAP) the exclusive right to distribute only FPLAP products. Recognition of thereceipt is deferred over the 15 year period of this agreement. HMRC are disputing the tax treatment of this receipt. TheDirectors believe that the receipt has been treated correctly for tax purposes. However, in the event of HMRC succeeding intheir challenge, further tax would be payable. At 31 December 2006 this would have amounted to £2.1 million and willincrease by £487,500 each year over the remaining life of the agreement.

39. POST BALANCE SHEET EVENTSSince the year end an offer has been made to purchase the Company’s shares under a Scheme of Arrangement. This

may result in the Company being de-listed from the London Stock Exchange. The offer was approved by the Countrywideshareholders at an extraordinary general meeting held on 13 April 2007, but remains subject to sanction of the High Court ofJustice in England and Wales, regulatory approval and other customary closing conditions.

318

CASTLE HOLDCO 4, LTD.25 St. George Street, 5th floor

London W1S 1FSUnited Kingdom

INITIAL PURCHASERS

Credit Suisse Securities(Europe) LimitedOne Cabot Square

Canary WharfLondon E14 4QJUnited Kingdom

Deutsche Bank AG,London Branch

Winchester House1 Great Winchester Street

London EC2N 2DBUnited Kingdom

Goldman SachsInternational

Peterborough Court133 Fleet Street

London EC4A 2BBUnited Kingdom

LEGAL ADVISORS TO CASTLE HOLDCO 4, LTD.

As to US and English Law: As to Cayman Islands Law:Freshfields Bruckhaus Deringer

65 Fleet StreetLondon EC4Y 1HS

United Kingdom

WalkersWalkers House, 87 Mary Street

George Town, Grand Cayman KY1-9002Cayman Islands

LEGAL ADVISORS TO THE INITIAL PURCHASERS

As to US Law: As to English Law: As to Cayman Islands Law:Cravath, Swaine & Moore LLP

CityPointOne Ropemaker Street

London EC2Y 9HRUnited Kingdom

Allen & Overy LLPOne Bishops Square

London E1 6ADUnited Kingdom

Maples and CalderPrinces Court

7 Princes StreetLondon EC2R 8AQ

United Kingdom

REPORTING ACCOUNTANT

BDO Stoy Hayward LLP8 Baker Street

London, W1U 3LLUnited Kingdom

TRUSTEE AND SECURITY TRUSTEE

Deutsche Trustee Company LimitedWinchester House

1 Great Winchester StreetLondon ECN 2DBUnited Kingdom

PRINCIPAL PAYING AGENT ANDTRANSFER AGENT

REGISTRARAND LISTING AGENT

IRISH TRANSFER AGENT AND PAYINGAGENT

Deutsche Bank AG, London BranchWinchester House

1 Great Winchester StreetLondon ECN 2DBUnited Kingdom

Deutsche BankLuxembourg S.A.

2 Blvd. Konrad AdenauerL-1115 Luxembourg

Luxembourg

Deutsche International Corporate Services(Ireland) Limited

5 Harbourmaster PlaceIFSC Dublin 1

Ireland