Exhibit 4.1  EXECUTION VERSION  eircom Group plc  
 Underwriting Agreement 
  March, 2004  Goldman
  Sachs International
  Peterborough Court
  133 Fleet Street
  London EC4A 2BB
  
  Morgan
  Stanley & Co. International Limited
  25 Cabot Square
  Canary Wharf
  London E14 4QA  as
joint sponsors in relation to the Offer (as defined below)  Citigroup
  Global Markets U.K. Equity Limited
  Citigroup Centre, 33 Canada Square
  Canary Wharf
  London E14 5LB
  
  Deutsche
  Bank AG London
  Winchester House
  1 Great Winchester Street
  London EC2N 2DBGoldman
  Sachs International
  Peterborough Court
  133 Fleet Street
  London EC4A 2BB
  
  Morgan
  Stanley Securities Limited
  25 Cabot Square
  Canary Wharf
  London E14 4QA  as
joint global co-ordinators, joint bookrunners and underwriters in relation to
the Offer and, in the case of Morgan Stanley Securities Limited, as stabilising
manager  BNP Paribas
  10 Harewood Avenue
  London NW1 6AA
  
  Goodbody
  Stockbrokers
  Ballsbridge Park
  Ballsbridge
  Dublin 4J&E Davy
  49 Dawson Street
  Dublin 2
  
  Merrill
  Lynch International
  Merrill Lynch Financial Centre
  2 King Edward Street
  London EC1A 1HQMerrion
  Stockbrokers Limited
  Block C, The Sweepstakes Centre
  Ballsbridge Dublin 4  as
co-lead managers and underwriters in relation to the Offer  Ladies and
Gentlemen:  eircom Group
plc, a public limited company incorporated under the laws of England and Wales
with registered number 04827199 (the Company),
proposes, subject to the terms and conditions stated herein, to issue to the
subscribers procured by the underwriters named in Schedule I (each an Underwriter and, together, the Underwriters,
which terms will include any underwriter or underwriters substituted as
provided in Section 11 of this Agreement and, for the avoidance of doubt, the
Irish Brokers, as defined below, both in respect of shares  
   underwritten
by them and shares acquired by them as principals) or, failing which, to the
Underwriters, acting severally, an aggregate of 130,169,170 ordinary shares and
to issue to the Irish Brokers, as principals acting severally, an aggregate of
8,540,507 ordinary shares (such 138,709,677 ordinary shares being, in
aggregate, the New Shares).  Each of the
shareholders of the Company named in Schedule II hereto (each a Selling Shareholder and, together, the Selling Shareholders) proposes, subject to the terms and
conditions stated herein, to sell the number of ordinary shares in the Company
set out against his or its name in Schedule II in the column headed Number of
Existing Firm Shares to be sold (comprising in aggregate 328,230,187 ordinary
shares in the Company and referred to in this underwriting agreement (the Agreement) as the Existing Firm Shares),
of which 308,020,694 Existing Firm Shares are to be sold to purchasers
procured by the Underwriters or, failing which, to the Underwriters, acting
severally, and a further 20,209,493 Existing Firm Shares are to be sold to
the Irish Brokers, as principals acting severally.  In addition,
each of the Selling Shareholders (other than the Selling Shareholders whose names
are set out in Part B of Schedule II hereto (the Part B
Selling Shareholders), Lionheart Ventures (Overseas) Limited and
Hazelview Limited) proposes, subject to the terms and conditions stated herein
and at the election of the Stabilising Manager (as defined in Subsection 3(b)
below), to sell to purchasers procured by the Stabilising Manager, or to the
Stabilising Manager, its Agreed Proportion of up to 52,177,857 additional
ordinary shares in the Company as provided in Subsection 3(d) (the Optional Shares) (each of the Selling Shareholders who
proposes to sell such Shares being referred to herein as a Greenshoe Shareholder and, together, as the Greenshoe Shareholders).  For the
purpose of this Agreement:  (a)the New Shares, the
Existing Firm Shares and the Optional Shares are referred to as the Offer Shares;  (b)the Existing Firm Shares
and the Optional Shares are referred to as the Existing
Shares;  (c)ordinary shares in the
share capital of the Company are referred to as Shares;  (d)the Company, its
subsidiaries and its subsidiary undertakings are together referred to as the Wider Group;  (e)the Company, its
subsidiaries and subsidiary undertakings, other than eircom ESOP Trustee
Limited, are referred to as the Group, with
each of the Company, its subsidiaries and its subsidiary undertakings, other
than eircom ESOP Trustee Limited, being a member of the Group;  (f)the offer, issue and sale
of the Offer Shares is referred to in this Agreement as the Offer; and  (g)Goodbody Stockbrokers,
J&E Davy Stockbrokers and Merrion Stockbrokers Limited are together
referred to in this Agreement as the Irish Brokers
and each as an Irish Broker.  2 
   The
Underwriters are simultaneously entering into an agreement among themselves
(the Agreement Among Underwriters) which
regulates the activities of the syndicate regarding the offer, issue and sale
of the Offer Shares.  Final Listing
Particulars (as defined below) in relation to the Offer Shares are intended for
distribution principally in the United Kingdom and the Republic of Ireland (Ireland).  Final
Listing Particulars with certain additional pages will be distributed
internationally including, but not limited to, in the United States of America
(the United States or the U.S.).References herein to Listing
Particulars, whether in preliminary or final form and whether as amended or
supplemented, will include both (a) the United Kingdom and Irish version
thereof and (b) the international version thereof.  1.Warranties and Agreements  (a)The
Company and each of the persons identified in Part A of Schedule III (the Executive Directors) severally represents and warrants to,
and agrees with, each of the Underwriters and Sponsors that:  (i)the
preliminary listing particulars dated 4 March, 2004 (the Pathfinder Listing Particulars) did not contain, as at
their date of issue, any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading, provided that
this warranty shall not cover information furnished in writing to the Company
by any of the Underwriters expressly for use in the Pathfinder Listing Particulars;  (ii)all
expressions of opinion, intention, belief or expectation of the Company or the
directors of the Company as set out in Parts A and B of Schedule III
(together, the Directors) contained in the
Pathfinder Listing Particulars were, at the date of issue of the Pathfinder
Listing Particulars, truly and honestly held and made on reasonable grounds
after due and careful enquiry;  (iii)having
regard to:  (A)the persons to whom, the
purpose for which and the basis on which, the Pathfinder Listing Particulars
were issued and distributed; and  (B)the particular nature of the
Company and the Wider Group and the Shares and the other matters referred to in
subsections 80(3) and (4) of the Financial Services and Markets Act 2000 (the FSMA),  the Pathfinder Listing Particulars contained, as at
their date of issue, all such information as such persons and their
professional advisers would reasonably require, and reasonably expect to find
therein, for the purpose of making an informed assessment of the assets and
liabilities, financial position, profits and losses, and prospects of the  3 
   Company and the Wider Group and of the rights attached
to the Shares;  (iv)the
listing particulars dated the same date as this Agreement (the Final Listing Particulars, which, together with the
Pathfinder Listing Particulars, are referred to herein as the Listing Particulars) do not, and any and all amendments and
supplements thereto will not, contain any untrue statement of a material fact
or omit to state a material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading, provided that this warranty shall not cover information furnished
in writing to the Company by any of the Underwriters expressly for use in the
Final Listing Particulars or any amendment or supplement thereto;  (v)all
expressions of opinion, intention, belief or expectation of the Company or the
Directors contained in the Final Listing Particulars are, and all expressions
of opinion, intention, belief or expectation of the Company or the Directors
contained in any and all amendments and supplements to the Final Listing
Particulars will be, truly and honestly held and made on reasonable grounds
after due and careful enquiry;  (vi)the
Final Listing Particulars comply, and any and all amendments and supplements
thereto will comply, with, as appropriate, the FSMA, the Companies Act 1985
(UK) (the Companies Act), the European
Communities (Stock Exchange) Regulations 1984 (as amended), the listing rules
(the Listing Rules) of the UK Listing
Authority (the UKLA) and the Irish Stock
Exchange (the ISE) and contain or will contain
(as the case may be) all particulars and information required by the foregoing
and, having regard to the particular nature of the Company and the Wider Group
and the Shares and the other matters referred to in subsections 80(3) and (4)
of the FSMA, all such information as investors and their professional advisers
would reasonably require, and reasonably expect to find therein, for the
purpose of making an informed assessment of the assets and liabilities,
financial position, profits and losses, and prospects of the Company and the
Wider Group and of the rights attached to the Shares;  (vii)the
press announcements dated February 26, 2004 and March 4, 2004 did
not, the press announcement in the agreed form to be dated the date of this
Agreement does not, and the formal notice to be published in connection with
the Offer (the Formal Notice) will not, as at
their respective dates of issue, contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading, provided that this warranty shall not cover information contained
in any of the foregoing which is furnished in writing to the Company by any of
the Underwriters expressly for use  4 
   therein; and all expressions of opinion, intention,
belief or expectation of the Company or the Directors contained in such
announcements or documents are or will be (as the case may be) truly and
honestly held and made on reasonable grounds after due and careful enquiry;  (viii)the
Companys reports on Form 6-K dated 22 January 2004, 3 February
2004, 10 February 2004, 13 February 2004, 23 February 2004,
26 February 2004, 1 March 2004 and 4 March 2004 and any reports filed
by the Company with, or furnished by the Company to, the U.S. Securities and
Exchange Commission (the Commission)
pursuant to section 15(d) of the U.S. Securities and Exchange Act 1934 (the Exchange Act) between the date of this Agreement and the
relevant Time of Delivery did not or will not, as the case may be, as at their
respective dates of filing with or furnishing to the Commission, contain any
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in light of the circumstances under
which they were made or will be made, as the case may be, not misleading;  (ix)the
verification file prepared to verify certain statements in the Listing
Particulars and the announcements and documents referred to in Subsection
1(a)(vii) above (such Listing Particulars, announcements and documents being
referred to herein together as the Offer Documents)
has been prepared by persons who, collectively, have appropriate knowledge and
responsibility to enable them to provide appropriate supporting materials in
respect of such statements; all such supporting materials have been compiled in
good faith after all reasonable enquiry; the industry and market-related data
included in the Offer Documents is based on or derived from reputable industry
sources; and the Company and the Directors after due and careful enquiry
believe that the contents of the verification file constitute appropriate
supporting materials for the statements in the Offer Documents in respect of
which they have been compiled;  (x)the
audited financial information (and the notes thereto) included in the Final
Listing Particulars have been prepared in accordance with (to the extent
applicable) the Companies Act, (to the extent applicable) the Irish Companies
Acts 1963 to 2003 (the Irish Companies Acts),
the FSMA and the Listing Rules and (A) gives a true and fair view of the
state of affairs of the Group as at the end of each of the relevant financial
periods and of the results, cash flows and total recognised gains and losses of
the Group for each such period, (B) has been prepared in accordance with
all relevant Statements of Standard Accounting Practice and Financial Reporting
Standards currently in force and generally accepted accounting principles
applied in the United Kingdom (U.K. GAAP)
applied on a consistent basis throughout the respective periods involved and
(C) is presented on the basis set out in the Final Listing Particulars
consistently with the accounting policies of the Group; and the reconciliation
contained in the short form report prepared by PricewaterhouseCoopers (PwC)  5 
   for inclusion in the Final Listing Particulars of such
audited financial information to the accounting principles, practices and
methods generally accepted in the United States (U.S. GAAP)
complies in all material respects with the rules and regulations of the
Commission and presents fairly the material variations between U.K. GAAP and
U.S. GAAP as they affect such audited financial information in respect of the
periods referred to in the Final Listing Particulars. Other than as fairly
described in Part I - Financial Information of
the Final Listing Particulars, neither the Company nor any other member of the
Group has any off balance sheet financing;  (xi)(A)
the unaudited pro forma financial information and the notes thereto contained
in the Final Listing Particulars present fairly the information shown therein,
have been prepared in accordance with the rules and guidelines of the UKLA and
the ISE, have been properly compiled on the bases described therein and the
assumptions used in the preparation thereof are reasonable and materially
complete and the adjustments used therein are appropriate to give effect to the
transactions and circumstances referred to therein, (B) the summary
consolidated financial data included in the Key
Information section of the Final Listing Particulars presents
fairly the information shown therein and has been compiled on a basis
consistent with, or extracted without material adjustment from, the audited
financial information included in the Final Listing Particulars and (C) the
selected unaudited pro forma financial information included in the Key Information section of the Final Listing Particulars
presents fairly the information shown therein and has been extracted without
material adjustment from Part VIII of the Final Listing Particulars;  (xii)all
information supplied by the Group to PwC for the purposes of PwCs long form
report and/or PwCs short form report and/or PwCs working capital report
(collectively, the PwC Reports)
and in respect of any updates to such PwC Reports has been supplied in good
faith after due and careful enquiry; such information was when supplied true
and accurate in all material respects and no further information has been
withheld the absence of which might reasonably have affected the contents of
any of the PwC Reports in any material respect;  (xiii)all
information contained in the PwC Reports was and remains true and accurate in
all material respects, is not misleading in any material respect and no fact or
matter has been omitted from any PwC Report which the Directors (acting
reasonably) consider to be material or which would be necessary to make the information
therein not misleading in any material respect save to the extent that such
information has been affected by events subsequent to the date of such PwC
Report and such events are disclosed accurately and without material omission
in the Final Listing Particulars; and the statements of opinion, intention or
expectation attributed to the Company or the Directors in the PwC Reports are
accurate  6 
   statements of the opinions, intentions or expectations
held by the Company or the Directors, as the case may be, which are fairly
based upon facts within the knowledge of the Company or the Directors and have
been made after due and careful enquiry;  (xiv)the
Directors have established procedures which provide a reasonable basis for them
to make proper judgments as to the financial position and prospects of the
Group and each member of the Group maintains a system of internal accounting
controls sufficient to provide reasonable assurance that (A) transactions are
executed in accordance with managements general or specific authorisations and
(B) transactions are recorded as necessary to permit the preparation of
financial statements in accordance with (to the extent applicable) Irish GAAP
and the Irish Companies Acts and U.K. GAAP and the Companies Act and the
Exchange Act and the rules and regulations thereunder;  (xv)the
cash flow and working capital projections contained in the working capital
report prepared by PwC have been prepared after due and careful enquiry and
take into account all material matters of which the Company is aware concerning
the Company and each other member of the Group and the markets in which each of
them is carrying on, or is expecting or proposing to carry on, business.  All material assumptions on which such
projections are based are believed by the Company and the Directors to be set
out in the working capital report and to be materially complete;  (xvi)the
Company and the Directors believe that the Group will have sufficient working
capital for its present requirements, that is for at least the next 12 months
following the date of the Final Listing Particulars, taking into account the
New Senior Credit Facilities and the net proceeds of the offer of the New
Shares and the ESOT Ordinary Share Rights Issue (as defined in the Final
Listing Particulars);  (xvii)the
Directors have considered compliance of the Company with (A) the provisions of
the Combined Code appended to the Listing Rules of the UKLA and which applies
to reporting years beginning prior to 1 November 2003 (the Existing Combined Code) and (B) the provisions of revised
Combined Code which will apply to reporting years beginning on or after 1
November 2003 (the Revised Combined Code)
and have taken steps and established procedures to enable the Company,
following admission of the Companys ordinary share capital to listing on the
Official Lists of the ISE and the UKLA and to trading by the London Stock
Exchange plc (the London Stock Exchange)
(such admission being referred to in this Agreement as Admission)
to comply with the provisions of the Existing Combined Code (for so long as it
is applicable to the Company) and the provisions of the Revised Combined Code;  7 
   (xviii)no
employees of any member of the Group are, and no trade union which represents
any employees of the Group is, currently engaged in or has given notice to any
member of the Group of their or its intention to engage in any strike or
industrial action (within the meaning of those terms as set out in the Irish
Industrial Relations Act 1990) or any picketing or secondary picketing, in each
case whether official or unofficial, whether lawful or unlawful and whether on
an individual or collective basis, and no member of the Group is aware of any
threat by any such employees or any such union to engage in any such action;
save for trade disputes which would not, individually or in aggregate,
reasonably be expected to result in a Material Adverse Effect (as defined
below), (A) no employee of any member of the Group and no trade union which
represents any employee of the Group is currently engaged in or has given
notice to any member of the Group of his or their intention to engage in any
trade dispute (within the meaning of that term as set out in the Irish
Industrial Relations Act 1990) and (B) no member of the Group is aware of any
threat by any such employee or any such union to engage in a trade dispute;  (xix)since
the date as of which information is given in the Final Listing Particulars,
there has not occurred (A) any change in the share capital (save for
changes taking effect upon Admission as described in the Final Listing
Particulars in paragraph 2.4 of Part IX  Additional
Information) or the long term debt of any member of the Group (save
for the replacement with effect from Admission of the Existing Senior Credit
Facilities by the New Senior Credit Facility (as those terms are defined in the
Final Listing Particulars)) or (B) any Material Adverse Effect. For the
purpose of this Agreement, Material Adverse Effect
means a material adverse change in, or any development involving a material
adverse change in, the condition, financial or otherwise, or the earnings,
business affairs, business prospects or financial prospects, of the Group
(considered as one enterprise), whether or not arising in the ordinary course
of business;  (xx)each
member of the Group is the sole legal and beneficial owner of all real property
owned in fee simple, or regarded as owned in fee simple, by it (which is, where
required, registered at either the Irish Land Registry or the Irish Registry of
Deeds with title absolute), in each case free and clear of all liens,
encumbrances, restrictions, cautions, notices or inhibitions or defects, save
for any such property in respect of which the absence of sole legal and
beneficial title free and clear of all liens, encumbrances, restrictions,
cautions, notices or inhibitions or defects or, where required, the absence of
registration with title absolute at the Irish Land Registry or the Irish
Registry of Deeds, would not, individually or in aggregate with all such other
property held by any member of Group in respect of which there is any such
absence, reasonably be expected to result in a Material Adverse Effect;  8 
   (xxi)all
real property and buildings held under lease by each member of the Group are
held by it under valid, subsisting and enforceable leases with such exceptions
as do not interfere with the use made of such property and buildings by any
member of the Group, except for real property and buildings, the absence of
such a lease over which would not, individually or in aggregate with all other
leased real property and buildings held by the Group which are likewise
affected, reasonably be expected to result in a Material Adverse Effect;  (xxii)all
members of the Group have, where required:  (A)a general authorisation within
the meaning of the European Communities (Electronic Communicating Networks and
Services Authorisations) Regulations 2003 and wireless loop licences pursuant
to the Wireless Telegraphy Act 1926; and  (B)all other relevant licences,
authorisations and consents under applicable legislation and regulations of Ireland
governing electronic communications market (as this term is defined in the
Irish Communications Regulation Act 2002) other than licences, authorisations
or consents the absence of which would not, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect; and  (C)all relevant electronic
communications and telecommunications licences, authorisations and consents
under applicable legislation and regulations of the United Kingdom, the
United States and elsewhere  in order to be able to conduct their respective businesses as carried
on at the date of this Agreement and as described in the Final Listing
Particulars (including, without limitation, completion of the transactions
contemplated hereby) and such licences, authorisations and consents are in full
force and effect; no member of the Group is in breach of:  (D)any such licence, authorisation
or consent;  (E)any such legislation or
regulations; or  (F)any applicable notice,
direction, ruling or order of ComReg, or compliance programme imposed on such
member of the Group by, or agreed by such member with, ComReg  save for breaches which would not, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect;  (xxiii)the
Company has been duly incorporated and is validly existing as a public limited
company under the laws of England and Wales with registered number 04827199
with full power and authority under its Memorandum and Articles of Association
and otherwise to own, lease  9 
   and operate its properties and conduct its business as
described in the Final Listing Particulars; each of Valentia
Telecommunications, eircom Limited, Irish Telecommunications Investments
Limited and Eircable Limited has been duly incorporated and is validly existing
as a body corporate under the laws of its jurisdiction of incorporation and has
the full power and authority under its constitutional documents and otherwise
to own, lease and operate its properties and conduct its business; each other
member of the Group has been duly incorporated and is validly existing as a
body corporate under the laws of its jurisdiction of incorporation and has the
full power and authority under its constitutional documents and otherwise to
own, lease and operate its properties and conduct its business save for any
such other members of the Group in respect of which the absence of due
incorporation, valid existence or full power or authority to own, lease and
operate its properties and conduct its business would not, individually or in
aggregate with all such other members of the Group so affected, reasonably be
expected to result in a Material Adverse Effect.  The Company does not hold any securities or
options to acquire securities in any company the holding of which would require
disclosure in the Final Listing Particulars pursuant to section 80 of the FSMA
other than in the principal subsidiary undertakings and associated undertakings
identified in Part ix of the Final Listing Particulars;  (xxiv)upon
Admission, the Company will have an authorised and issued share capital as set
forth in Part IX of the Final Listing Particulars; all of the issued shares of
the Company on the date of this Agreement have been duly and validly authorised
and issued, are fully paid and will, upon Admission, conform to their
respective descriptions in the Final Listing Particulars, save that Shares
issued pursuant to the C Scheme or the E Scheme (as described in Section 6.1 of
Part IX of the Final Listing Particulars) have been issued in consideration of
an undertaking on the part of each allottee of such Shares to pay the
subscription price of such Shares (which undertaking, in relation to the shares
issued pursuant to the C Scheme, will be discharged by or on behalf of each
such allottee at the First Date of Delivery pursuant to Section 5(f) below
and, in relation to the shares issued pursuant to the E Scheme, by the
date falling 7 days after the date of Admission); all of the issued shares
of Valentia Telecommunications, eircom Limited, Irish Telecommunications
Investments Limited and Eircable Limited have been duly and validly authorised
and issued, are fully paid and, except as set forth in the Final Listing
Particulars, are beneficially owned directly or indirectly by the Company, free
and clear of all liens, encumbrances, equities and other third party rights or
claims; all of the issued shares of each other member of the Group have been
duly and validly authorised and issued, are fully paid and, except as set forth
in the Final Listing Particulars, are beneficially owned directly or indirectly
by the Company, free and clear of all liens, encumbrances, equities and other
third party rights or claims, save for any such other members of the Group in
respect of which the absence of due and  10 
   valid authorisation and issuance of their shares, or
the failure of their shares to be fully paid up or owned directly or indirectly
by the Company free of such third party rights or claims would not,
individually or in aggregate with all such other members of the Group so
affected, reasonably be expected to result in a Material Adverse Effect; with
effect from Admission there will be no outstanding securities convertible into
or exchangeable for, or warrants, rights or options to purchase from the
Company, or obligations of the Company to issue, Shares or any other class of
equity capital of the Company (except pursuant to the terms of this Agreement
or as set forth in Part IX of the Final Listing Particulars); and, except as
set forth in the Final Listing Particulars, with effect from Admission there
will be no restrictions on subsequent transfers of Shares under the Companys
Articles of Association or the laws of England and Wales, Ireland or the United
States;  (xxv)with
effect from Admission, the New Shares will have been duly and validly
authorised and, when allotted, issued and delivered against payment therefor as
provided herein, will have been duly and validly allotted, issued and fully
paid, free and clear of all liens, encumbrances, equities and other third party
rights or claims, and will conform to the description of Shares contained in
Part IX of the Listing Particulars and such New Shares will not have been
issued in violation of or contrary to any pre-emptive or similar rights;  (xxvi)all
consents, approvals, authorisations, orders, registrations, clearances and
qualifications of or with any court or governmental, supranational, regulatory,
taxation or stock exchange authority, agency or body (each a Governmental Agency) having jurisdiction over the Company
or any other member of the Group or the offering of the Offer Shares or the
consummation of the transactions referred to or contemplated herein (each a Governmental Authorisation) required for the issue of the
New Shares or required to be obtained by the Company or any other member of the
Group in connection with the sale and delivery of the Existing Shares or
required for the execution and delivery by the Company of this Agreement to be
duly and validly authorised or required to give effect to the arrangements
referred to or contemplated herein (other than any approval required pursuant
to the Irish Competition Act 2002 or the European Merger Control Regulation
solely as a consequence of a person acquiring control of the Company by virtue
of the transactions provided for herein) have been obtained or made and are in
full force and effect;  (xxvii)any one
or more members of the Group owns or own, or has or have had licensed to it or
them or otherwise has or have the benefit of or right to use, as the case may
be, under the authority of the owners, licensees or sub-licensees thereof, all
patents, inventions, trademarks, service marks, trade names, copyrights, domain
names, trade secrets, confidential information and other know-how or
intellectual property rights (in each case, whether registered or not and
including  11 
   applications for registration) (Intellectual
Property) that are material for the conduct of the business of the
Group substantially in the manner in which it is being conducted; all steps
reasonably necessary have been taken to secure assignments in favour of any
member or members of the Group of any and all rights and claims in respect of
Intellectual Property that is material for the conduct of the business of the
Group substantially in the manner in which it is being conducted from all
persons employed or contracted by any member of the Group from time to time;
the Group has taken and will maintain reasonable measures to prevent the
unauthorised dissemination or publication of confidential information which is
material to the business, finances or prospects of the Group; neither the
Company nor any other member of the Group has knowledge of, or has received
notice of, any infringement or alleged infringement of any Intellectual
Property rights of third parties, the consequences of which, individually or in
aggregate with the consequences of all such other infringements, would
reasonably be expected to result in a Material Adverse Effect;  (xxviii)all:  (A)material elements of the
Information Technology used or required for use by the Group for the conduct of
its business substantially in the manner in which it is being conducted and as
described in the Final Listing Particulars; and  (B)business records that are
material for the conduct of the business of the Group substantially in the
manner in which it is being conducted and as described in the Final Listing
Particulars,  are recorded, stored, maintained or operated or otherwise held and
owned by members of the Group and are not dependent on any facilities or
systems which are not licensed to or authorised for use by or are not under the
exclusive ownership or control of the Group. 
For the purpose of this Agreement, Information Technology
means computer hardware, software, networks and/or other information technology
and any asset which contains computer hardware, software, networks and/or other
information technology (whether embedded or otherwise);  (xxix)each
member of the Group owns or is licensed or otherwise authorised to use all
material elements of its Information Technology and does not share any user
rights in respect of any material element of its Information Technology with
any other person except as may be permitted pursuant to such licence or
authorisation;  (xxx)there
has been no failure of any part of the Groups Information Technology in the 12
months prior to the date of this Agreement which, if it were to reoccur, would
reasonably be expected to result in a Material Adverse Effect.  Members of the Group have, in accordance  12 
   with best industry practice, taken reasonable
precautions to preserve the availability, security and integrity of the Groups
Information Technology;  (xxxi)the
issue of the New Shares, the sale of the Existing Shares, the execution and
delivery by the Company of this Agreement, the compliance by the Company with
the provisions of this Agreement and the consummation of the transactions
contemplated herein will not:  (A)conflict with, or constitute
(whether or not upon the giving of notice, or the lapse of time, as provided
for in the relevant agreement or instrument) a breach of, any of the terms or
provisions of, or result in any third party having a right to terminate, any
indenture, mortgage, deed of trust, loan agreement, or material lease, other
agreement or instrument, to which any member of the Group is a party or by
which any member of the Group is bound or to which any of the property or
assets of any member of the Group is subject, or any licence, permit or
authorisation held by or issued to any member of the Group, except such
conflicts, breaches or rights of termination (whether exercised or not) which
taken together with conflicts, breaches or rights of termination (whether
exercised or not) of leases, other agreements or instruments which are not
material as aforesaid would not, individually or in the aggregate, reasonably
be expected to result in a Material Adverse Effect;  (B)result in any violation by the
Company or any other member of the Group of the provisions of its
constitutional documents;  (C)result in any violation by the
Company or any other member of the Group of any statute applicable to, or
order, judgment, decree, rule or regulation of any Governmental Agency having
jurisdiction over, the Offer or the consummation of the transactions
contemplated hereby; or  (D)result in any violation by the
Company or any other member of the Group of any other statute, or any other
order, judgment, decree, rule or regulation of a Governmental Agency,
applicable thereto or to the Company or any other member of the Group or any of
their properties, save for violations which, individually or in the aggregate
with all such other violations, would not reasonably be expected to result in a
Material Adverse Effect;  (xxxii)this
Agreement has been duly authorised, executed and delivered by the Company and
(assuming due authorisation, execution and delivery by the other parties
hereto) constitutes valid and legally binding obligations of the Company
enforceable in accordance with its terms subject to (A) applicable insolvency
laws or other similar laws affecting the enforcement of creditors rights in
general and (B) the discretionary availability of equitable remedies;  13 
   (xxxiii)(A)
neither the Company nor any of Valentia Telecommunications, eircom Limited,
Irish Telecommunications Investments Limited and Eircable Limited is in
violation of its Memorandum of Association or Articles of Association or its
equivalent or other constitutional documents; (B) no other member of the Group
is in violation of its Memorandum of Association or Articles of Association or
its equivalent or other constitutional documents save for violations which,
individually or in the aggregate, would not reasonably be expected to have a
Material Adverse Effect; and (C) neither the Company nor any other member of
the Group is in default in the performance or observance of any obligation,
agreement, covenant or condition contained in any indenture, mortgage, deed of
trust, loan agreement, lease or other agreement or instrument to which it is a
party or to which it or any of its properties or assets may be subject save for
such defaults which, individually or in the aggregate, would not reasonably be
expected to result in a Material Adverse Effect;  (xxxiv)(A)  no stamp duty, stamp duty reserve tax,
capital duty or other transfer or issue taxes or duties (referred to in this
Subsection (xxxiv)(A) as Transfer Taxes) will be payable by or on behalf
of any Underwriter, or any subscriber for New Shares procured by any Underwriter,
in respect of the allotment or issue of New Shares to or for the account of
such Underwriter or (as the case may be) such subscriber, provided that:  (i)this
Subsection (xxxiv)(A) shall not apply to any United Kingdom stamp duty or
stamp duty reserve tax (or any associated fines, penalties or interest) that
arises pursuant to Sections 67, 70, 93 and/or 96 of the Finance Act 1986;  (ii)this
Subsection (xxxiv)(A) shall not apply in respect of any Irish capital
duty;  (iii)this Subsection (xxxiv)(A)
shall apply in respect of any Transfer Taxes arising under the laws of any
jurisdiction other than the United Kingdom and Ireland if and to the extent
(and only if and to the extent) that such Transfer Taxes would not have arisen
but for the Company being resident or incorporated in or having any permanent
establishment, branch or agency in such jurisdiction or the execution of any
document or instrument or the performance of any act or transaction in such
jurisdiction by the Company (or any agent of the Company, other than the
Underwriters or the Stabilising Manager) in connection with the allotment or
issue of any New Shares (other than any execution or performance at the
direction or request of the Underwriters, the Stabilising Manager or the relevant
subscriber); and  (B) no capital gains, income, withholding or other
taxes (excluding Transfer Taxes) (referred to in this
Subsection (xxxiv)(B) as Other Taxes) will be payable by or on behalf of
any Underwriter, or any  14 
   subscriber for New Shares procured by any Underwriter,
in respect of the allotment or issue of New Shares to or for the account of
such Underwriter or (as the case may be) such subscriber, provided that this
Subsection (xxxiv)(B) shall apply only in respect of Other Taxes which
arise under the laws of (i) the United Kingdom or Ireland or (ii) any other
jurisdiction if and to the extent (and only if and to the extent) that such
Other Taxes would not have arisen but for the Company being resident or
incorporated in or having any permanent establishment, branch or agency in such
jurisdiction or the execution of any document or instrument or the performance
of any act or transaction in such jurisdiction by the Company (or any agent of
the Company, other than the Underwriters or the Stabilising Manager) in
connection with the allotment or issue of any New Shares (other than any
execution or performance at the direction or request of the Underwriters, the
Stabilising Manager or the relevant subscriber);  (xxxv)save for
the appointment of the Stabilising Manager (as defined in Subsection 3(b)
below), no member of the Group nor any person acting on its behalf has taken,
directly or indirectly, any action which was designed to or which has constituted
or which might reasonably be expected to cause or result in stabilisation or
manipulation of the price of any security of the Company;  (xxxvi)without
limiting the generality of Subsections 1(a)(i) to 1(a)(vi) (inclusive) above,
the statements set forth in the Final Listing Particulars under Part IV - Regulation, insofar as they purport to
describe the provisions of the laws and regulations referred to therein, under
Key Information - Background - Reorganisation and Refinancing and Part I - Financial Information - Recent Developments - Completion of
Reorganisation and Refinancing, insofar as they purport to describe
the terms and consequences of the reorganisation, restructuring and refinancing
of the Group in July and August 2003, under Key Information
- Use of Proceeds, insofar as they purport to describe the proposed
use of net proceeds received from the issue of the New Shares and under
paragraphs 13, 14, 15 and 16 ofPart IX - Additional
Information, insofar as they purport to describe the provisions of
the law and regulations referred to therein, fairly describe the matters they
purport to describe and do not contain any untrue statement of a material fact
or omit to state any material information necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading;  (xxxvii)other than
as set forth in Part IV - Regulation and
paragraph 18.1 of Part IX - Additional
Information of the Final Listing Particulars, the Company is not aware
of any member of the Group receiving any notice of non-compliance from any
Governmental Agency, or of any legal, regulatory or governmental inquiries,
investigations or audits (whether informal or formal) to which any member of
the Group is subject or of any legal proceedings to which any member of the
Group  15 
   is a party or to which any property or assets of any
member of the Group is subject which, if determined adversely to any member of
the Group, would reasonably be expected, individually or in the aggregate, to
result in a Material Adverse Effect (such notices, inquiries, investigations,
audits and legal proceedings being referred to hereafter as Material Proceedings); and, to the best of the Companys
knowledge after due and careful enquiry, no Material Proceedings are being
threatened or contemplated by any Governmental Agency or any other body or
person;  (xxxviii)no event
has occurred and no circumstances have arisen (and the allotment, issue or sale
of the Offer Shares will not give rise to any such event or circumstance) such
that any person is or would be entitled, or could, with the giving of notice or
lapse of time or the fulfilment of any condition or the making of any
determination, become entitled, to require repayment before its stated maturity
of, or to take any step to enforce any security for, any indebtedness of the
Company or of any other member of the Group. 
No person to whom any indebtedness of the Company or any other member of
the Group which is payable on demand is owed, has demanded or threatened to
demand repayment of, or taken or threatened to take any step to enforce any
security for, the same;  (xxxix)the
senior credit facilities agreement relating to the New Senior Credit Facilities
(as defined in the Final Listing Particulars) has been duly executed by
Valentia Telecommunications and constitutes valid and legally binding
obligations of Valentia Telecommunications and is enforceable against Valentia
Telecommunications in accordance with its terms subject to (A) applicable
insolvency laws or other similar laws affecting the enforcement of creditors
rights generally and (B) the discretionary availability of equitable
remedies.  The statements set forth in
the Final Listing Particulars under paragraph 11.2 of Part IX 
Additional Information fairly describe the New Senior Credit
Facilities and do not contain any untrue statement of a material fact or omit
to state any material information necessary in order to make the statements
therein, in light of circumstances under which they were made, not
misleading.  There is nothing known, or
which could on reasonable enquiry be known, to the Company or Valentia
Telecommunications that gives or would give either of them reasonable cause to
believe that un-drawn amounts under any of the New Senior Credit Facilities
would not be available for drawing as and when required;  (xl)the
Directors have had explained to them the nature of their responsibilities and
obligations as directors of a listed company under the Listing Rules and the
FSMA;  (xli)the
Company and each other member of the Group have all licences, franchises,
permits, authorisations, approvals and orders and other concessions of and from
all Governmental Agencies and third parties  16 
   that are necessary to conduct their businesses
substantially in the manner in which they are being conducted and as described
in the Final Listing Particulars except where the absence thereof, individually
or in the aggregate, would not reasonably be expected to result in a Material
Adverse Effect;  (xlii)the
Group maintains or is covered by insurance that the Company reasonably believes
(A) to be appropriate for the Groups business and (B) to include insurance
cover against risks normally insured against by, and subject to limits which
are broadly in line with limits accepted by, organisations carrying on a
similar type of business and having similar assets as the Group; all of such
insurance is in full force and effect and the Company and the Directors are not
aware of any circumstances which would render any such insurance void or
voidable;  (xliii)assuming
the accuracy of the representations and warranties of the Underwriters in, and
compliance of the Underwriters with the provisions of, Section 4 hereof, it is
not necessary, in connection with the offer, issue, sale and delivery of the
Offer Shares in the manner contemplated by this Agreement and the Final Listing
Particulars, to register the Offer Shares under the U.S. Securities Act 1933
(the Securities Act);  (xliv)the
Company is a foreign private issuer as defined
in Rule 405 of Regulation C under the Securities Act;  (xlv)the
Company reasonably believes that, at the time the Offer Shares are issued and
delivered, in the case of the New Shares, or delivered, in the case of the
Existing Shares, pursuant to this Agreement, there will be no substantial U.S.
market interest, as defined in Rule 902(j) of Regulation S under the
Securities Act, with respect to Shares or any securities forming part of the
same class of equity securities as Shares;  (xlvi)the
Company is not and, after giving effect to the issue and sale of the New Shares
and the application of the proceeds thereof, will not be an investment company as such term is defined in
section 3(a)(1) of the U.S. Investment Company Act of 1940, as amended,
(the Investment Company Act), without
recourse being made to any exemption provided in such Act or the rules
thereunder;  (xlvii)when the
New Shares are issued and delivered, and the Existing Shares are delivered,
pursuant to this Agreement, such Shares will not be of the same class (within
the meaning of Rule 144A(d)(3)(i) under the Securities Act) as securities which
are listed on a U.S. national securities exchange registered under
section 6 of the Exchange Act or quoted on a U.S. automated inter-dealer
quotation system;  (xlviii)the
Company is subject to section 13 or 15(d) of the Exchange Act;  17 
   (xlix)neither
the Company, nor any of its affiliates (as defined in Rule 405 of Regulation C
under the Securities Act, each an Affiliate) nor
any person acting on its or their behalf (other than the Underwriters, as to
which the Company makes no representation) has with respect to Shares engaged
in any (i) general solicitation or general advertising within the meaning of
Rule 502(c) of Regulation D under the Securities Act; or (ii) directed selling
efforts as defined in Rule 902(c) of Regulation S under the Securities Act;  (l)within
the preceding six months neither the Company, nor any of its Affiliates nor any
person acting on its or their behalf has offered or sold to any person any
Shares or any other securities of the same or a similar class as Shares other
than (1) New Shares offered or sold to purchasers procured by the Underwriters
or, failing which, to the Underwriters pursuant to this Agreement; (2) Shares
offered or sold in the transactions disclosed in paragraphs 2.3(j), (p),
(q) and (z) and 2.4(a)-(r) and (t) of Part IX - Additional
Information of the Final Listing Particulars, which offers and
sales were conducted outside the United States in offshore transactions in
accordance with Regulation S under the Securities Act; and (3) Shares
offered or sold in the transactions disclosed in paragraph 2.4(s) of Part IX - Additional Information of the Final Listing
Particulars, which offers and sales, in the case of Irial Finan, Padraic
OConnor and Maurice Pratt, were conducted outside the United States in
offshore transactions in accordance with Regulation S under the Securities
Act and, in the case of Didier Delepine and Kevin Melia, who at the time of the
offer and sale were accredited investors within the meaning of Rule 501
under Regulation D of the Securities Act and had such knowledge and
experience in financial and business matters that they were capable of
evaluating the merits and risks of an investment in the Shares being offered,
were made in the United States in transactions exempt from the
registration requirements of the Securities Act;  (li)the
Company believes that it is not likely to become a Passive Foreign Investment
Company (PFIC) within the meaning of section
1297 of the United States Internal Revenue Code of 1986, as amended;  (lii)neither
the Company nor any of its Affiliates does business with any government, person
or affiliate located in a country included in the Sanctions Programs Summaries
of the U.S. Treasury Departments Office of Foreign Assets Control;  (liii)PwC,
who have audited certain financial statements of the Company and other members
of the Group, comply with the auditor independence guidelines of the Institute
of Chartered Accountants of England and Wales and of Ireland and the Listing
Rules;  (liv)except
for any such matters as could not, either individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect (A) neither the
Company nor any other member of the Group is  18 
   in violation of any federal, state, local or foreign,
statute, law, rule, regulation, ordinance, code, policy or rule of common law
or any judicial or administrative interpretation thereof, including any
judicial or administrative order, consent, decree or judgment, relating to
pollution or protection of human health, the environment (including, without
limitation, ambient air, surface water, groundwater, land surface or subsurface
strata) or wildlife, including, without limitation, laws and regulations
relating to the release or threatened release of chemicals, pollutants,
contaminants, wastes, toxic substances, hazardous substances, petroleum or
petroleum products or nuclear or radioactive material (collectively Hazardous Materials) or to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of
Hazardous Materials (collectively Environmental Laws),
(B) the Company and all other members of the Group have all permits, licences,
authorisations and approvals for their respective businesses required under any
applicable Environmental Laws and are each in compliance with their
requirements, (C) there are no pending or, to the knowledge of the Company,
threatened administrative, regulatory, or judicial actions, suits, demands,
demand letters, claims, liens, notices of non-compliance or violation,
investigation or proceeding relating to any Environmental Laws against the
Company or any other member of the Group and (D) to the knowledge of the
Company, there are no events, facts or circumstances that might reasonably be
expected to form the basis of any order, decree, plan or agreement for clean-up
or remediation, or any action, suit or proceeding by any private party or
Governmental Agency, against or affecting the Company or any other member of
the Group relating to Hazardous Materials or Environmental Laws;  (lv)neither
the Company nor any other member of the Group (save for Ebeon Limited (a
company incorporated under the laws of Ireland), Ebeon Limited (a company
incorporated under the laws of England and Wales), Trinity Design Limited,
Trinity Commerce Limited, Ebeon Inc., eircom (Belfast) Limited, eircomnet B.V.,
Local Ireland Limited and Nua Limited) has taken any action, nor have any other
steps been taken or legal proceedings commenced or, so far as the Company is
aware, been threatened against the Company or any other member of the Group for
its winding up, dissolution or striking off or any similar or analogous
proceeding in any other jurisdiction, or for the Company or any member of the
Group to enter into any arrangement or composition with or for the benefit of
creditors, or for the appointment of a receiver, administrative receiver,
trustee or person with a similar or analogous function;  (lvi)to
the best of the Directors knowledge, information and belief, having made
reasonable enquiries, no member of the Group is currently, or has since 1
January, 2002 been, engaged in price-exchange, price fixing or other comparable
anti-competitive practices which are contrary to law or regulation (which, for
the avoidance of doubt, do not  19 
   include the matters set forth in the Final Listing
Particulars in paragraph 18.1 of Part IX  Additional
Information);  (lvii)to the
best of the Directors knowledge, information and belief, having made
reasonable enquiries, no member of the Group nor any of their respective
directors or officers in the course of their duties on behalf of any of such
member has violated or caused any violation of any provision of the Prevention
of Corruption Act, 1906, as amended by the Prevention of Corruption (Amendment)
Act, 2001, of Ireland;  (lviii)each
member of the Group has paid or made adequate reserve for all taxes of any
nature whatsoever and any and all interest, penalties or other sums imposed,
charged, assessed, levied or payable under the provisions of applicable
legislation relating to taxation, which are or have been payable by such member
of the Group on or before the date of this Agreement (excluding failures to do
so which would not, individually or in the aggregate, reasonably be expected to
result in a Material Adverse Effect);  (lix)each
member of the Group has:  (A)duly and properly and within
the prescribed periods of time made all returns, declarations and payments and
submitted all notices, accounts and other information, claims, elections,
amendments to claims, withdrawals of claims and disclaimers required to be made
or submitted for the purposes of taxation or assumed to be made or submitted in
making any statement in the Final Listing Particulars (including, without
limitation, any provision or reserve for tax shown in the PwC Reports)
(excluding failures to do so which would not, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect).  All of the foregoing have been correct and
accurate in all respects (excluding failures to be correct and accurate in all
respects which would not, individually or in the aggregate, reasonably be
expected to result in a Material Adverse Effect); and  (B)maintained sufficient, proper
and correct records in relation to all events up to the date of this Agreement
(including any claims or elections made) reasonably necessary for the purpose
of calculating any tax liability or relief which would arise on any disposal or
realisation of any asset in which it has an interest (excluding failures to do
so which would not, individually or in the aggregate, reasonably be expected to
result in a Material Adverse Effect). 
All of the foregoing records are correct and accurate in all respects
(excluding failures to be correct and accurate in all respects which would not,
individually or in the aggregate, reasonably be expected to result in a
Material Adverse Effect);  20 
   (lx)there
is no dispute or disagreement outstanding with any tax authority, and there are
no grounds or circumstances which (so far as any member of the Group is aware)
might give rise to any dispute or disagreement with any tax authority, in each
case regarding any liability or potential liability to any tax or duty
(including in each case any interest or penalties) of any member of the Group
or the availability of any relief from tax or duty to any member of the Group
(excluding such disputes or disagreements which would not, individually or in
the aggregate, reasonably be expected to result in a Material Adverse Effect);  (lxi)the
Company has since 19th July 2003  been resident
for taxation purposes solely in Ireland, ceased to be resident for tax purposes
in the United Kingdom on that date and has not incurred any material liability
to tax under the laws of the United Kingdom. The Company has not at any time
been resident for tax purposes in any jurisdiction other than Ireland and the
United Kingdom and has not at any time carried on a trade in any country other
than Ireland (whether through a branch, agency, permanent establishment or
otherwise);  (lxii)the
transactions contemplated by this Agreement will not give rise to any liability
to tax for any member of the Group (other than any liability of the Company to
Irish capital duty in respect of the issue of the New Shares or to United
Kingdom stamp duty or stamp duty reserve tax) nor result in the disallowance,
withdrawal, clawback or restriction of any relief, deduction, exemption or
credit claimed by any member of the Group;  (lxiii)there
is no unsatisfied liability to Irish capital acquisitions tax or United Kingdom
inheritance tax attached or attributable to the New Shares or any of the assets
of the Company, and the New Shares and such assets are not subject to any
charge, lien or other security interest in favour of any tax authority
(excluding in the case of the assets of the Company any liabilities, charges,
liens or other security interests which would not, individually or in
aggregate, reasonably be expected to result in a Material Adverse Effect); and  (lxiv)the
Company has received from the Stabilising Manager a copy of the informational
guidance set out in Annex 2G of MAR 2 of the FSA Handbooks.  (b)Each
of the Selling Shareholders, other than the Part B Selling Shareholders,
severally represents and warrants to, and agrees with, each of the Underwriters
and Sponsors that:  (i)all
Governmental Authorisations required to be obtained or made by such Selling
Shareholder for the sale and delivery of the Existing Shares to be sold by such
Selling Shareholder hereunder (except for such Governmental Authorisations as
may be required to be obtained or made under the securities laws of any state
of the United States) or  21 
   for the execution and delivery by such Selling
Shareholder of this Agreement or the power of attorney in the form heretofore
furnished to the Joint Global Co-ordinators (the Power of
Attorney) to be duly and validly authorised and for effect to be
given to the arrangements referred to or contemplated herein in accordance with
the terms and conditions of this Agreement (other than, for the avoidance of
doubt, any approval required pursuant to the Irish Competition Act 2002 or the
European Merger Control Regulation solely as a consequence of a person
acquiring control of the Company by virtue of the transactions provided for
herein) have been obtained or made and are in full force and effect;  (ii)such
Selling Shareholder is, or will at Admission be, either the beneficial and
registered owner of, or the beneficial owner of, the number of Shares set out
against its name in Schedule II in the column headed Maximum number of Shares
that may be sold pursuant to this Agreement and has full right, power and
authority to enter into this Agreement and the Power of Attorney and to sell,
assign, transfer and deliver such Shares to be sold by such Selling Shareholder
hereunder free and clear of all liens, encumbrances, equities and other third
party rights or claims; upon delivery of such Shares and payment therefor
pursuant to this Agreement, good and valid legal and beneficial title to such
Shares, free and clear of all liens, encumbrances, equities and other third
party rights or claims, will pass to the purchasers thereof; and this Agreement
has been duly authorised, executed and delivered by such Selling Shareholder
and (assuming due authorisation, execution and delivery by the other parties
hereto) constitutes valid and legally binding obligations of such Selling
Shareholder enforceable in accordance with its terms subject to (A) applicable
insolvency laws or other similar laws affecting the enforcement of creditors
rights generally and (B) the discretionary availability of equitable remedies;  (iii)no
indenture, mortgage, deed of trust, loan agreement, lease or other agreement or
instrument to which such Selling Shareholder is a party or by which such
Selling Shareholder is bound or to which any of the property or assets of such
Selling Shareholder is subject nor any licence, permit, authorisation or
consent held by or issued to such Selling Shareholder will prevent or impede or
result in the prevention of or any impediment to (A) such Selling Shareholder
selling the Existing Shares to be sold by it hereunder, (B) the execution and
delivery by such Selling Shareholder of this Agreement and the Power of Attorney,
(C) the compliance by such Selling Shareholder with the provisions of this
Agreement and the Power of Attorney and (D) the consummation of the
transactions contemplated on the part of such Selling Shareholder herein and
therein;  (iv)the
sale of the Existing Shares to be sold by such Selling Shareholder hereunder,
the execution and delivery by such Selling Shareholder of this Agreement and
the Power of Attorney, the compliance by such  22 
   Selling Shareholder with the provisions of this
Agreement and the Power of Attorney and the consummation of the transactions
contemplated on the part of such Selling Shareholder herein and therein will
not conflict with, or result in a breach of, the provisions of the articles of
association or other constitutional documents of such Selling Shareholder if
such Selling Shareholder is a corporation, the partnership agreement of such
Selling Shareholder if such Selling Shareholder is a partnership or the trust
powers of such Selling Shareholder if such Selling Shareholder is a trustee or,
so far as such Selling Shareholder is aware (and assuming compliance with any
applicable securities laws of any state of the United States), any
existing statute applicable to the Selling Shareholder or any order, judgment,
decree, rule or regulation of any Governmental Agency having jurisdiction over
such Selling Shareholder;  (v)save
for the appointment of the Stabilising Manager (as defined in Section 3(b)
below), neither such Selling Shareholder nor any person acting on its behalf
nor, so far as it is actually aware, any of its Affiliates (other than the
Underwriters, as to which such Selling Shareholder makes no representations and
gives no warranties) has taken or will take, directly or indirectly, any action
which is designed to or which has constituted or which might reasonably be
expected to cause or result in stabilisation or manipulation of the price of
any security of the Company;  (vi)with
respect only to information provided by such Selling Shareholder in writing
expressly for use in the Listing Particulars, the Pathfinder Listing
Particulars did not as at their date of issue, and the Final Listing
Particulars do not, contain any untrue statement of a material fact or omit to state
any material fact necessary in order to make the statements therein not
misleading;  (vii)(A)   no stamp duty, stamp duty reserve tax,
capital duty or other transfer or issue taxes or duties (referred to in this
Subsection (b)(vii)(A) as Transfer Taxes) will be payable by or on
behalf of any Underwriter or any purchaser of Existing Shares procured by any
Underwriter in respect of the sale, transfer or delivery by such Selling
Shareholder of Existing Shares to or for the account of such Underwriter or
such purchaser, provided that (i) this Subsection (b)(vii)(A) shall not apply
in respect of Transfer Taxes which arise under the laws of the
United Kingdom and (ii) this Subsection (b)(vii)(A) shall apply only
in respect of Transfer Taxes which arise under the laws of (1) Ireland or (2)
any other jurisdiction (but, for the avoidance of doubt, excluding the United
Kingdom) if and only to the extent that such Transfer Taxes would not have
arisen but for any Selling Shareholder being resident or incorporated in or
having any permanent establishment, branch or agency in such jurisdiction or
the execution of any document or instrument or the performance of any act or
transaction in such jurisdiction by any Selling Shareholder (or any agent of
any Selling Shareholder, other than the Underwriters  23 
   or the Stabilising Manager) in connection with the
sale, transfer or delivery of any Existing Shares (other than any execution or
performance at the direction or request of the Underwriters, the Stabilising
Manager or the relevant purchaser);  (B)  no capital
gains, income, withholding or other taxes (excluding Transfer Taxes) (referred
to in this Subsection (b)(vii)(B) as Other Taxes) will be payable by or
on behalf of any Underwriter or any purchaser of Existing Shares procured by
any Underwriter in respect of the sale, transfer or delivery by such Selling
Shareholder of Existing Shares to or for the account of such Underwriter or
such purchaser, provided that:  (1)this Subsection (b)(vii)(B) shall apply only in respect of
Other Taxes which arise under the laws of (i) the United Kingdom or Ireland or
(ii) any other jurisdiction if and to the extent that such Other Taxes would
not have arisen but for any Selling Shareholder being resident or incorporated
in or having any permanent establishment, branch or agency in such jurisdiction
or the execution of any document or instrument or the performance of any act or
transaction in such jurisdiction by any Selling Shareholder (or any agent of
any Selling Shareholder, other than the Underwriters or the Stabilising
Manager) in connection with the sale, transfer or delivery of any Existing
Shares (other than any execution or performance at the direction or request of
the Underwriters, the Stabilising Manager or the relevant purchaser);  and  (2)for the avoidance of doubt, this Subsection (b)(vii)(B) shall
not apply in relation to any Other Taxes that may be chargeable in relation to
the holding or dealing by any Underwriter or purchaser in Existing Shares or
the receipt of any distribution therefrom (as distinct from the sale, transfer
or delivery by a Selling Shareholder of Existing Shares to or for the account
of such Underwriter or any purchaser as contemplated in this Agreement);  (viii)neither
such Selling Shareholder nor any person acting on its behalf nor, so far as it
is actually aware, any of its Affiliates (other than the Underwriters, as to
which such Selling Shareholder makes no representations and gives no warranties)
has with respect to Shares engaged in any (i) general solicitation or general
advertising within the meaning of Rule 502(c) of Regulation D under the
Securities Act or (ii) directed selling efforts as defined in Rule 902(c) of
Regulation S under the Securities Act;  (ix)within
the preceding six months, neither such Selling Shareholder nor any person
acting on its behalf nor, so far as it is actually aware, any of its Affiliates
(other than the Underwriters, as to which such Selling Shareholder makes no representations
and gives no warranties) has  24 
   offered or sold to any person any Shares or any other
securities of the same or a similar class as Shares other than Existing Shares
offered or sold to purchasers procured by the Underwriters or, failing which,
to the Underwriters pursuant to this Agreement;  (x)such
Selling Shareholder has duly executed and delivered a Power of Attorney,
appointing the persons indicated therein, and each of them, as such Selling
Shareholders attorney (each an Attorney and,
together, the Attorneys) with authority to
execute and deliver this Agreement on behalf of such Selling Shareholder, to
determine the purchase price to be paid by the Underwriters to the Selling
Shareholders as provided in Section 3 hereof, to authorise the delivery of the
Existing Shares to be sold by such Selling Shareholder hereunder and otherwise
to act on behalf of such Selling Shareholder in connection with the
transactions contemplated by this Agreement, in each case, on and subject to
the restrictions set out in the Power of Attorney;  (xi)the
appointments by such Selling Shareholder by the Power of Attorney are
irrevocable for three months; the obligations of such Selling Shareholder
hereunder shall not be terminated by operation of law, whether, in the case of
an individual Selling Shareholder, by the death or incapacity of such
individual Selling Shareholder or, in the case of an estate or trust, by the
death or incapacity of any executor or trustee or the termination of such
estate or trust, or in the case of a partnership or corporation, by the
dissolution of such partnership or corporation, or by the occurrence of any
other event; if such individual Selling Shareholder or any such executor or
trustee should die or become incapacitated, or if such estate or trust should
be terminated, or if such partnership or corporation should be dissolved, or if
any other such event should occur (as the case may be), before delivery of the
Existing Shares hereunder, title to the Existing Shares and certificates
representing the Existing Shares will be delivered by or on behalf of such
Selling Shareholder in accordance with the terms and conditions of this
Agreement; and actions taken by the Attorneys pursuant to the Power of Attorney
given by such Selling Shareholder will be as valid as if such death,
incapacity, termination, dissolution or other event had not occurred,
regardless of whether or not the Attorneys, or any of them, shall have received
notice of such death, incapacity, termination, dissolution or other event;  (xii)there
is no unsatisfied liability to Irish capital acquisitions tax or United Kingdom
inheritance tax attached or attributable to the Existing Shares to be sold by
such Selling Shareholder hereunder; and  (xiii)such
Selling Shareholder is not aware of any subsisting agreement between it and
another shareholder in the Company with respect to the Company or Shares which
agreement:  25 
   (A)could materially adversely
affect the transactions contemplated by this Agreement; and  (B)covers or relates to subject
matter which (i) is not known to the Company or (ii) has not been disclosed
publicly or (iii) is not otherwise in the public domain.  (c)Each
of the Part B Selling Shareholders severally represents and warrants to, and
agrees with, each of the Underwriters and Sponsors that:  (i)such
Selling Shareholder is, or will at Admission be, the beneficial and registered
owner of the number of Shares set out against his name in Schedule II in the
column headed Maximum number of Shares that may be sold pursuant to this
Agreement, free and clear of all liens, encumbrances, equities and other third
party rights or claims; upon delivery of such Shares and payment therefor
pursuant to this Agreement good and valid legal and beneficial title to such
Shares, free and clear of all liens, encumbrances, equities and other third
party rights or claims, will pass to the purchasers thereof;  (ii)save
for the appointment of the Stabilising Manager (as defined in Section 3(b)
below) neither such Selling Shareholder nor any person acting on its behalf has
taken or will take, directly or indirectly, any action which is designed to or
which has constituted or which might reasonably be expected to cause or result
in stabilisation or manipulation of the price of any security of the Company;  (iii)such
Selling Shareholder has not, and no person acting on its behalf or, so far as
it is actually aware, any of its Affiliates (other than the Underwriters, as to
which such Selling Shareholder makes no representations and gives no
warranties) has, with respect to Shares engaged in any (i) general solicitation
or general advertising within the meaning of Rule 502(c) of Regulation D under
the Securities Act or (ii) directed selling efforts as defined in Rule 902(c)
of Regulation S under the Securities Act;  (iv)within
the preceding six months, such Selling Shareholder has not, and no person
acting on its behalf or, so far as it is actually aware, any of its Affiliates
(other than the Underwriters, as to which such Selling Shareholder makes no
representations and gives no warranties) has, offered or sold to any person any
Shares or any other securities of the same or a similar class as Shares other
than Existing Shares offered or sold to purchasers procured by the Underwriters
or, failing which, to the Underwriters pursuant to this Agreement;  (v)such
Selling Shareholder has duly executed and delivered a Power of Attorney, appointing
the Attorneys with authority to execute and deliver this Agreement on behalf of
such Selling Shareholder, to determine the purchase price to be paid by the
Underwriters to the Selling Shareholders as provided in Section 3 hereof, to
authorise the  26 
   delivery of the Existing Shares to be sold by such
Selling Shareholder hereunder and otherwise to act on behalf of such Selling
Shareholder in connection with the transactions contemplated in this Agreement,
in each case, on and subject to the restrictions set out in the Power of
Attorney;  (vi)the
appointments by such Selling Shareholder by the Power of Attorney are
irrevocable; the obligations of the Selling Shareholder hereunder shall not be
terminated by operation of law in the event of the death or incapacity of such
Selling Shareholder; if the Selling Shareholder should die or become
incapacitated, title to the Existing Shares to be sold by such Selling
Shareholder hereunder, and certificates representing such Existing Shares, will
be delivered by or on behalf of the Selling Shareholder in accordance with the
terms and conditions of this Agreement; and actions taken by the Attorneys
pursuant to the Power of Attorney will be as valid as if such death or
incapacity had not occurred, regardless of whether or not the Attorneys or any
of them, shall have received notice of such death or incapacity; and  (vii)there
is no unsatisfied liability to Irish capital acquisitions tax or United Kingdom
inheritance tax attached or attributable to the Existing Shares to be sold by
such Selling Shareholder hereunder.  (d)Each
of the persons identified in Part B of Schedule III hereto (the Non-Executive Directors) and each of the persons identified
in Part C of Schedule III hereto (the Retiring Directors)
severally represents and warrants to, and agrees with, each of the Underwriters
and Sponsors that:  (i)the
Pathfinder Listing Particulars did not contain, as at their date of issue, any
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in light of the circumstances under
which they were made, not misleading, provided that this warranty shall not
cover information furnished in writing to the Company by any of the
Underwriters expressly for use in the Pathfinder Listing Particulars;  (ii)all
expressions of opinion, intention, belief or expectation of the Company or the
Directors contained in the Pathfinder Listing Particulars were, at the date of
issue of the Pathfinder Listing Particulars, truly and honestly held and made
on reasonable grounds after due and careful enquiry;  (iii)having
regard to:  (A)the persons to whom, the purpose
for which and the basis on which the Pathfinder Listing Particulars were issued
and distributed; and  27 
   (B)the particular nature of the
Company and the Wider Group and the Shares and the other matters referred to in
subsections 80(3) and (4) of the FSMA,  the Pathfinder Listing Particulars contained, as at
their date of issue, all such information as such persons and their
professional advisers would reasonably require, and reasonably expect to find
therein, for the purpose of making an informed assessment of the assets and
liabilities, financial position, profits and losses and prospects of the
Company and the Wider Group and of the rights attached to the Shares;  (iv)the
Final Listing Particulars do not, and any and all amendments and supplements
thereto will not, contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading, provided
that this warranty shall not cover information furnished in writing to the
Company by any of the Underwriters expressly for use in the Final Listing
Particulars or any amendment or supplement thereto;  (v)all
expressions of opinion, intention, belief or expectation of the Company or the
Directors contained in the Final Listing Particulars are, and all expressions
of opinion, intention, belief or expectation of the Company or the Directors
contained in any and all amendments and supplements to the Final Listing
Particulars will be, truly and honestly held and made on reasonable grounds
after due and careful enquiry;  (vi)the
Final Listing Particulars comply, and any and all amendments and supplements
thereto will comply, with, as appropriate, the FSMA, the Companies Act, the
European Communities (Stock Exchange) Regulations 1984 (as amended), the
Listing Rules, and contain or will contain (as the case may be) all particulars
and information required by the foregoing and, having regard to the particular
nature of the Company and the Wider Group and the Shares and the other matters
referred to in subsections 80(3) and (4) of the FSMA, all such information as
investors and their professional advisers would reasonably require, and
reasonably expect to find therein, for the purpose of making an informed assessment
of the assets and liabilities, financial position, profits and losses, and
prospects of the Company and the Wider Group and of the rights attached to the
Shares;  (vii)the
press announcements dated February 26, 2004 and March 4, 2004 did
not, the press announcement in the agreed form to be dated the date of this
Agreement does not, and (save in the case of the Retiring Directors) the Formal
Notice will not, as at their respective dates of issue, contain any untrue
statement of a material fact or omit to state a material fact necessary in
order to make the statements  28 
   therein, in light of the circumstances under which
they were made, not misleading, provided that this warranty shall not cover information
contained in any of the foregoing which is furnished in writing to the Company
by any of the Underwriters expressly for use therein; and all expressions of
opinion, intention, belief or expectation of the Company or the Directors
contained in such announcements are or will be (as the case may be) truly and
honestly held and made on reasonable grounds after due and careful enquiry;  (viii)the
Directors have considered compliance of the Company with (A) the provisions of
the Existing Combined Code and (B) the provisions of the Revised Combined Code
and have taken steps and established procedures to enable the Company,
following Admission, to comply with the provisions of the Existing Combined
Code (for so long as it is applicable to the Company) and the provisions of the
Revised Combined Code;  (ix)save
for any involvement in the appointment of the Stabilising Manager (as defined
in Section 3(b) below), such Director has not taken, directly or indirectly,
any action that was designed to or which has constituted or which might
reasonably be expected to cause or result in stabilisation or manipulation of
the price of any security of the Company.  (e)In
relation to each Executive Director, the representations and warranties given
by him in Subsection 1(a) above are qualified by and only given to the best of
such Executive Directors knowledge, information and belief, after having made
reasonable enquiries (and for the purpose of determining whether enquiries were
reasonable regard shall be had to the specific responsibilities and role within
the Group of such Executive Director).  (f)In
relation to each Non-Executive Director, the representations and warranties
given by him in Subsection 1(d) above are qualified by and only given to the
best of such Non-Executive Directors belief, after having made reasonable
enquiries.  (g)In
relation to each Retiring Director, the representations and warranties given by
him in Subsection 1(d) above:  (i)are
qualified by and only given to the best of such Retiring Directors belief,
after having made reasonable enquiries;  (ii)do
not extend to any amendment or supplement to the Final Listing Particulars or
any announcement prepared or released after the date hereof; and  (iii)are
given at the date hereof only and shall not be repeated pursuant to Subsection
1(i) below and Subsection 1(h) below shall not apply to Retiring
Directors.  29 
   (h)Where
representations and warranties are given in this Section 1 in relation to the
future publication of any document or announcement or in relation to any other
event which may arise after the date of this Agreement, such representations
and warranties shall be deemed to be given in relation to such document,
announcement or event when that document or announcement is first published or
that event first arises and any reference in any such representation or
warranty to something being done or something being the case in relation to
such document, announcement or event which is expressed in the future tense
shall be regarded, for this purpose and as at the time when the representation
or warranty is deemed to be given pursuant to this Subsection 1(h), as being
expressed in the present tense.  (i)Each
of the Company, the Directors and the Selling Shareholders agrees with each of
the Underwriters that the representations, warranties and agreements given in
this Subsection 1 shall be deemed to be repeated and given as at each Time of
Delivery (as defined in Subsection 3(e) below) by reference to the facts and
circumstances then existing. Representations and warranties which have already
been repeated on the basis referred to in Subsection 1(h) shall be deemed to be
repeated under this Subsection 1(i) in relation to the relevant document, announcement
or event on the basis that any reference in any such representation or warranty
to something being done or something being the case in relation to such
document, announcement or event which is expressed in the future tense shall be
regarded as being expressed in the present tense.  (j)The
liability of each Director under this Agreement (other than, where relevant,
under those provisions applicable to him as a Selling Shareholder referred to
in Subsection (k)(ii) below) and of each Retiring Director under this
Agreement will not exceed the amount set opposite his name in Schedule III
save to the extent that such liability results from the fraud or wilful default
of such Director or Retiring Director.  (k)The
aggregate liability of:  (i)each
of the Selling Shareholders other than the Directors (including, for the
avoidance of doubt, each Selling Shareholder in his or its capacity as a
provider of Optional Shares) under the representations, warranties and
agreements given or made by him or it in this Section 1 or under any other
provision of this Agreement; and  (ii)each
Director who is a Selling Shareholder arising as a result of a breach or
breaches of the representations, warranties and agreements given or made by him
in this Agreement in his capacity as a Selling Shareholder,  shall
not exceed an amount equal to the product of the Offer Price and the aggregate
of (A) the number of Existing Firm Shares shown opposite its or his name in
Schedule II under the column headed Number of Existing Firm Shares to be sold
which were actually sold by it or him pursuant to this Agreement (save that if
a sale has not occurred as a result of default in the delivery of such Shares
by such Selling Shareholder such sale shall be treated as having  30 
   occurred
for purposes of the foregoing calculation) and (B) to the extent applicable,
the number of Optional Shares actually sold by it or him pursuant to this
Agreement (save that if a sale has not occurred as a result of default in the
delivery of such Shares by such Selling Shareholder such sale shall be treated
as having occurred for purposes of the foregoing calculation).  (l)Where
an Underwriter or Sponsor (a Claimant) has recovered or settled a claim for payment
against any party to this Agreement in respect of any breach or alleged breach
by that party of any of his or its obligations (including the warranties and
representations) under this Agreement as a Director, Retiring Director or
Selling Shareholder, the Claimant agrees that it shall not be entitled to
recover under this Agreement in respect of the same loss from any such party in
such other capacity (if any) as it may have agreed to, made or given
warranties, representations, undertakings or any other obligations under this
Agreement.  For the purpose of this
Subsection 1(l) only (A) Sir Anthony OReilly and Lionheart Ventures (Overseas)
Limited and (B) Dr. Philip Nolan and Hazelview Limited shall, in each
case, be deemed to be one party.  (m)If
a Claimant has recovered from some other person who is not a party to this
Agreement, where such recovery is final and not subject to appeal, any sum
which compensates such Claimant for any loss in respect of any matter giving
rise to any claim (Claim) under the
representations, warranties or agreements given in Section 1 or any other
provision of this Agreement (but without imposing any obligation upon the
Underwriters or Sponsors to pursue any such recovery), then either:  (i)the
amount payable by the Company and/or the Directors and/or the Retiring
Directors and/or the Selling Shareholders in respect of such Claim shall be
reduced by an amount equal to the sum so recovered (less the reasonable costs
and expenses of recovering it and any tax and any levy, impost, duty, charge,
deduction or withholding in the nature of taxation (Taxation)
payable or suffered by the Claimant in respect of such recovery); or  (ii)if
an amount shall already have been paid to the Claimant by any of the parties to
this Agreement referred to in the preceding paragraph in respect of such Claim,
there shall be repaid to such party or parties an amount equal to the lesser of
(a) the amount so recovered by the Claimant less the reasonable costs and
expenses of its recovery and any Taxation payable by the Claimant as a result
of its receipt and (b) such amount as has already been paid by such party or
parties to the Claimant in respect of such Claim.  The amount to be repaid shall be apportioned
among the relevant parties by reference to the proportion each has paid of the
amount previously recovered from them by the Claimant.  (n)No
Underwriter, Sponsor or Underwriter Indemnified Person (as defined in Section 9
below) shall be entitled to recover under the representations, warranties or
agreements given in Section 1 or any other provision of this Agreement more
than once in respect of the same loss.  31 
   (o)No
Claim shall be brought against any Director in his capacity as such or any Retiring
Director in respect of any breach of a warranty, representation or agreement
given in Section 1 unless notice in writing of such Claim (giving reasonable
details of the Claim) has been given by the Claimant to such Director or
Retiring Director by no later than the date of publication of the Companys
annual report and accounts for the financial year ending 31 March 2005 (the Initial Date); and no Director in his capacity as such or
Retiring Director shall have any liability for any Claim in respect of which
notice has been given unless court proceedings have been instituted or
commenced (including by way of the issue and service of a writ) against such
Director or Retiring Director in a court of competent jurisdiction prior to the
date falling 12 months after the date of notice of such Claim.  (p)Notwithstanding
that the statements in Section 1 are given as representations and
warranties, none of the Underwriters or Sponsors shall be entitled to terminate
this Agreement for breach of warranty or otherwise except prior to Admission
strictly in accordance with the provisions of Section 10.  (q)The
representations and warranties given in Subsections 1(a)(xvii), (xviii), (xxii)
and (xli) above shall be qualified by all matters fairly disclosed in the Final
Listing Particulars.  (r)Subsections
1(j) to 1(o) (inclusive) above shall not apply in relation to any breach of
warranty, representation, agreement or other provision of this Agreement by any
person resulting from fraud or wilful default on the part of that person (but,
for the avoidance of doubt, such provisions will, in such circumstances,
continue to apply in respect of such breach for the benefit of any person who
has not committed fraud or wilful default).  2.Application for Admission and Appointment of Sponsors, Joint Global
Co-ordinators, Joint Bookrunners and Co-lead Managers  (a)The
Company confirms that it has, through the Sponsors (as defined below), formally
applied to the UKLA and the London Stock Exchange and to the ISE for Admission.  (b)The
Company confirms its appointment of Goldman Sachs International and Morgan
Stanley & Co. International Limited as joint sponsors (each a Sponsor and, together, the Sponsors)
in connection with the proposed admission of Shares to the Official Lists of
the UKLA and the ISE.  (c)The
appointment in Subsection 2(b) confers on each of the Sponsors all powers,
authorities and discretions which are necessary for, or reasonably incidental
to, the performance of its functions as sponsor (including, without limitation,
the power to appoint sub-agents or to delegate the exercise of its powers,
authorities or discretions to such person or persons as such Sponsor, having
obtained the prior written consent of the Company, not to be unreasonably
withheld or delayed, to such appointment of or delegation to such persons,
thinks fit).  The Company will ratify all
action which the Sponsors, or  32 
   either Sponsor, lawfully and properly take (or
takes) pursuant to this appointment.  (d)The
Company and each of the Selling Shareholders severally undertakes to the
Sponsors and each of them that it will at any time before or after the date on
which Admission becomes effective provide to the Sponsors all information and
assistance reasonably requested by the Sponsors or that may be required by the
Sponsors to satisfy their obligations under the Listing Rules including
(without limitation) to provide to the UKLA and/or ISE any information or
explanation as the UKLA and/or ISE may reasonably require for the purpose of
verifying whether the Listing Rules are being and have been complied with by
the Sponsors or by the Company.  (e)The
Company and each of the Selling Shareholders confirms the appointment of
Citigroup Global Markets U.K. Equity Limited, Deutsche Bank AG, Goldman Sachs
International and Morgan Stanley Securities Limited as joint bookrunners and
joint global co-ordinators for the purpose of co-ordinating the Offer (each of
them, a Joint Global Co-ordinator and, together,
the Joint Global Co-ordinators).  (f)The
appointment in Subsection 2(e) confers on each of the Joint Global
Co-ordinators all powers, authorities and discretions which are necessary for,
or reasonably incidental to, the performance of its functions as joint
bookrunner and joint global co-ordinator (including, without limitation, the
power to appoint sub-agents or to delegate the exercise of its powers,
authorities or discretions to such person or persons as such Joint Global
Co-ordinator, having obtained (save in the case of Affiliates where no such
consent will be necessary) the prior written consent of the Company, not to be
unreasonably withheld or delayed, to such appointment of or delegation to such
person or persons, thinks fit). The Company and the Selling Shareholders will
ratify all action which the Joint Global Co-ordinators, or any of them,
lawfully and properly take (or takes) pursuant to such appointment.  (g)The
Company and each of the Selling Shareholders confirms the appointment of BNP
Paribas, Goodbody Stockbrokers, J&E Davy Stockbrokers, Merrill Lynch
International and Merrion Stockbrokers Limited as co-lead managers for the
purpose of the Offer (each of them a Co-lead Manager
and, together, the Co-lead Managers).  (h)The
appointment in Subsection 2(g) confers on each of the Co-lead Managers all
powers, authorities and discretions which are necessary for, or reasonably
incidental to, the performance of its functions as co-lead manager (including,
without limitation, the power to appoint sub-agents or to delegate the exercise
of its powers, authorities or discretions to such person or persons as such
Co-lead Manager, having obtained (save in the case of Affiliates where no such
consent will be necessary) the prior written consent of the Company, not to be
unreasonably withheld or delayed, to such appointment of or delegation to such
person or persons, thinks fit).  The
Company and the Selling Shareholders will ratify all action which the Co-lead
Managers, or any of them, lawfully and properly take (or takes) pursuant to
such appointment.  The appointment in  33 
   Subsection 2(g) does not extend to the
Irish Brokers in respect of any offering or sale of the IB Principal Shares (as
defined in Section 3(a)(ii) below).  3.Subscription, Sale and Purchase; Stabilisation and Optional Shares  (a)Subject
to (A) the terms herein set forth, (B) the satisfaction or waiver of the
conditions set out in Section 8 and (C) this Agreement not having been
terminated under Section 10 or 11:  (i)the
Company agrees to issue free from all liens, encumbrances, equities and other
third party rights or claims to subscribers procured by each Underwriter or,
failing which, to such Underwriter itself, and each Underwriter agrees with the
Company, severally and not jointly, to procure (as agent for the Company)
subscribers for or, failing which, to subscribe itself, at a price per Share of
1.55 (the Offer Price) on 24 March,
2004 or such later date as the Company and the Joint Global Co-ordinators may
agree in writing (the First Date of Delivery),
at 8.00 a.m. on such date (the First Time of Delivery),
the number of New Shares as set forth opposite the name of such Underwriter in
Schedule I hereto provided that, in relation to the number of New Shares
set forth opposite the name of each of the Irish Brokers in the line Acquired
as principal, such number of New Shares (in aggregate IB Principal New Shares) will be subscribed by each
such Irish Broker as principal; and  (ii)each
of the Selling Shareholders agrees, severally and not jointly, to sell, at the
Offer Price on the First Date of Delivery at the First Time of Delivery with
full title guarantee to purchasers procured by the Underwriters or, failing which,
to the Underwriters themselves, the number of Existing Firm Shares set out
opposite its name in Schedule II hereof in the column headed Number of
Existing Firm Shares to be sold and each Underwriter agrees, severally and not
jointly, to procure (as agent for the Selling Shareholders) purchasers for or,
failing which, to purchase itself, the number of Existing Firm Shares set out
opposite its name in Schedule I hereof provided that in relation to the number
of Existing Firm Shares set forth opposite the name of each of the Irish
Brokers in the line Acquired as principal, such number of Existing Firm
Shares (in aggregate IB Principal Existing Firm
Shares and, together with the IB Principal New Shares, the IB Principal Shares) will be purchased by each such Irish
Broker as principal.  (b)On
or before 23 April, 2004 or such earlier date as may be notified by Morgan
Stanley Securities Limited to the Company (the Stabilisation
End Date), Morgan Stanley Securities Limited, itself or through its
agents, (in this capacity, the Stabilising Manager),
will be entitled (but not obliged) to undertake any act or thing permitted by
applicable laws and regulations by way of stabilisation activities including
being entitled to:  34 
   (i)offer
Shares in excess of the aggregate number otherwise required to be issued or
sold under this Agreement; and/or  (ii)over-allocate
Shares; and/or  (iii)create
a short position in respect of Shares; and/or  (iv)effect
transactions in Shares or other securities with a view to stabilising or
maintaining the price of Shares or other securities at a level which might not
otherwise prevail in the open market; and/or  (v)hedge
any positions in Shares or other securities and cover or close-out or liquidate
any such positions or hedging transactions (including, for the avoidance of
doubt, by making acquisitions or sales of Shares or other securities); and  (vi)in
order to effect or facilitate any transactions of the kind referred to above,
borrow Shares or other securities and effect transactions in Shares or other
securities with a view to discharging its obligations under any such borrowing,  and any such transactions are referred to in this Agreement as Stabilisation Transactions. Such transactions, if
commenced, may be discontinued at any time by the Stabilising Manager.  (c)Insofar
as Optional Shares of a Greenshoe Shareholder are transferred to or for the
benefit of purchasers procured in Stabilisation Transactions, the actions of
the Stabilising Manager in connection with such transfer shall be effected on
behalf of and as agent for the relevant Greenshoe Shareholder. Otherwise, in
carrying out Stabilisation Transactions, the Stabilising Manager will act as a
principal and not as agent of the Company or any Selling Shareholder.  The exercise of the powers pursuant to
Subsection 3(b) above (including, without limitation, the decision whether or
not to exercise such powers) will be at the absolute discretion of the
Stabilising Manager and its agents and neither the Stabilising Manager nor any
of its employees or agents shall be responsible or liable to, or owe any duties
to, the Company, any Selling Shareholder, any other Underwriter or any other
person in respect thereof.  (d)Subject
to (A) the terms herein set forth, (B) the satisfaction or waiver of the
conditions set out in Schedule V hereto and (C) this Agreement not having been
terminated under Section 10 or 11, the Stabilising Manager shall purchase (or,
if it so elects, procure purchasers for), and each of the Greenshoe
Shareholders shall sell at the Offer Price with full title guarantee, at the
time and on the date referred to below its Agreed Proportion of the number of
Shares as equals X at the
aforementioned time, as calculated below (provided, however, that no such
Greenshoe Shareholder shall be obliged to sell a fraction of a Share pursuant
to this Subsection 3(d)):  X=A-P+S1+S2-R  35 
   Where:  A =the
number of Shares over-allocated by the Stabilising Manager (as notified by the
Stabilising Manager to the Greenshoe Shareholders on or before the First Date
of Delivery) which will not, in aggregate, in any event exceed the Maximum
Greenshoe Number;  P =the
cumulative aggregate number of Shares (Stabilisation Shares)
which the Stabilising Manager or its agents have, on or before the
Stabilisation End Date, acquired or agreed to acquire in Stabilisation
Transactions;  S1 =the
cumulative aggregate number of Stabilisation Shares in which the Stabilising
Manager has ceased to have an interest within the meaning of section 208 of the
Companies Act (but subject to section 209 of that Act) on the assumption that
the Stabilisation Shares constitute relevant share capital of the Company;  S2 =the number
of Stabilisation Shares (if any) which do not fall to be included in S1, despite the Stabilising Manager or its agents having
entered into agreements to sell them, solely as a result of those agreements
not having been completed at that time; 
and  R =such
number of Shares as may be specified by written notice from the Stabilising
Manager to the Greenshoe Shareholders,  provided that S1 + S2  R may
not exceed P at any time.  The Maximum Greenshoe Number means,
for the purposes of this Agreement, 52,177,857.  A Greenshoe Shareholders Agreed Proportion
shall be the proportion set out opposite its name in Schedule II under the
column headed Agreed Proportion in respect of Optional Shares.  For the avoidance of doubt, the obligation of the Stabilising Manager
to purchase or procure purchasers for, and of each Greenshoe Shareholder to
sell, Shares pursuant to this Subsection 3(d) is conditional upon the
determination of X, as described above, being greater than zero. The Stabilising
Manager shall not be required to purchase or procure purchasers for, and no
Greenshoe Shareholder shall be obliged to sell, any Shares pursuant to this
Subsection 3(d) if X is determined, in the manner described above, to be nil.  If X is determined to be greater than zero, the sale of Optional Shares
pursuant to this Subsection 3(d) shall take place at 8.00 a.m. (the Stabilisation Time of Delivery) on the first Business Day
falling 30 days after Admission or such other Business Day as may be notified
by the Stabilising Manager to the Greenshoe Shareholders (the Stabilisation Date of Delivery) (provided, however, that
such other Business Day shall be at least two clear Business Days after the
date of such notice).  36 
   (e)For
the purposes of this Agreement, the First Date of Delivery and the
Stabilisation Date of Delivery are referred to, together, as Dates of Delivery, with each being a Date of
Delivery, and the First Time of Delivery and the Stabilisation Time
of Delivery are referred to, together, as Times of Delivery,
with each being a Time of Delivery.  (f)Each
of the Company, the Selling Shareholders and the Directors, severally and not
jointly, acknowledges that any information it or he receives or has received
regarding the identity of persons expressing interest in acquiring Shares in
the Offer and the prices at which they may be willing to do so will be based on
non-binding indications of interest from those persons, implying no assurance
or obligation that such persons will subsequently acquire Shares at the prices
indicated or otherwise (but, for the avoidance of doubt, such acknowledgement
shall not affect the obligations of each of the Underwriters under
Subsection (a) above).  Each of the
Company, the Selling Shareholders and the Directors, severally and not jointly,
agrees that any such information obtained or received by it or him or any of
such persons officers or employees will be held in confidence and recognises
that such information may constitute inside information in relation to the
Company and/or its securities for the purposes of the Criminal Justice Act 1993
(the CJA) and market abuse for the purpose
of the FSMA and each of them agrees to conduct itself or himself and (in the
case of any body corporate) to direct its officers and employees to conduct
themselves, so as to avoid an offence under the CJA or a breach of the market
abuse rules by reference to such information.  4.Underwriter Warranties and Undertaking  (a)Each
Underwriter severally represents and warrants to, and agrees with, the Company
and the Selling Shareholders that:  (i)it
will not offer and sell any Offer Shares, except (A) in the United States to
those reasonably believed to be qualified institutional buyers (QIBs) within the meaning of Rule 144A under the Securities
Act in transactions meeting the requirements of Rule 144A or (B) outside the
United States in offshore transactions in accordance with Regulation S under
the Securities Act; and  (ii)neither
it nor any person acting on its behalf, has engaged, or will engage, in (A) any
general solicitation or general advertising (within the meaning of Rule 502(c) of
Regulation D under the Securities Act) with respect to Shares in the
United States; or (B) any directed selling efforts
(as defined in Rule 902(c) of Regulation S under the Securities Act) with
respect to Shares in each case under circumstances that would require the
registration under the Securities Act of the offer and sale of the Offer Shares
contemplated by this Agreement.  (b)Each
of the Underwriters, severally and not jointly, represents, warrants and agrees
in the terms set out in Schedule IV of this Agreement.  37 
   (c)Each
of the Irish Brokers, severally and not jointly, represents and warrants to,
and agrees with, the Company and the Selling Shareholders that:-  (i)it
has observed and complied, and will observe and comply, with the provisions of
Schedule IV in relation to its offering and sale of the IB Principal
Shares;  (ii)the
IB Principal Shares will be the same shares as are offered and sold by such
Irish Broker to its non-institutional private clients; and  (iii)to
the extent that it procures subscribers or purchasers for other Offer Shares
hereunder such subscribers or purchasers will be institutional investors.  5.Pre-closing and closing in relation to First Date of Delivery and to
Stabilisation Date of Delivery  (a)The
Company undertakes to the Underwriters to ensure that on or before the Business
Day next following the date of this Agreement:  (i)all
necessary filings are made with the Registrar of Companies to facilitate the
transfer of Shares through CREST;  (ii)a
securities application form is submitted by the Company to CRESTCo and Shares
are admitted into CREST with effect from Admission;  (iii)Computershare
Investor Services PLC (the Registrar)
confirms to CRESTCo that it is the registrar for Shares; and  (iv)all
share certificates in issue in respect of shares giving rise to Existing Shares
will be cancelled (and for these purposes the Selling Shareholders agree to
deliver all such certificates to the Company on or before the Business Day next
following the date of this Agreement).  (b)Each
of the Selling Shareholders (including, for the avoidance of doubt, the
Greenshoe Shareholders) undertakes to the Underwriters, severally and not
jointly, to ensure that on or before the Business Day next following the date
of this Agreement a CREST transfer form, duly executed by or on behalf of such
Selling Shareholder in favour of Goldman Sachs Securities Nominees, shall be
delivered to Goldman Sachs International on behalf of the Joint Global
Co-ordinations for the purpose of enabling the Existing Shares set out against
its or his name in Schedule II in the column headed Maximum number of Shares
that may be sold pursuant to this Agreement to be transferred pursuant to this
Agreement.  (c)Goldman
Sachs Securities Nominees will present such CREST transfer forms to the
Registrar for certification and processing and will hold the Existing Shares
transferred to it pursuant to Subsection 5(b), prior to the satisfaction
or waiver of  38 
   all the conditions referred to in Section 8,
on trust for the respective Selling Shareholder or Shareholders from whom they
were transferred.  (d)The
Company will ensure that, on or before the Business Day prior to the First Date
of Delivery, the Board of Directors of the Company (or a duly authorised
committee thereof) will allot, conditional only on Admission and receipt of the
payment due from the Joint Global Co-ordinators under this Section 5, the New
Shares fully paid up at the Offer Price, as the case may be, to the Irish
Brokers in respect of the IB Principal New Shares or, in respect of the
remaining New Shares, to subscribers (or a nominee therefor) as directed by the
Joint Global Co-ordinators or, to the extent that subscribers or a nominee are
not so nominated, to each of the Underwriters in accordance with its
obligations to subscribe for such New Shares hereunder.  (e)Upon
satisfaction or waiver (in accordance with Section 8) of the conditions in
Section 8 and subject to this Agreement not having been terminated under
Section 10 and against compliance with the undertaking to make payment therefor
set out in (f) below, on the First Date of Delivery:  (i)Goldman
Sachs Securities Nominees will hold Existing Firm Shares transferred to it
pursuant to Subsection 5(b) above on trust for the purchasers of such Existing
Firm Shares and Goldman Sachs Securities Nominees will be released from the
trusts referred to in Subsection 5(c) in respect of those Existing Firm Shares;  (ii)the
Company shall issue the New Shares in accordance with the resolution of the
Board (or the duly authorised committee thereof) referred to in Subsection 5(d)
and:  (A)shall procure that the relevant
number of New Shares to be issued in uncertificated form are credited by the
Registrar to a CREST stock account of Goldman Sachs Securities Nominees
notified by the Joint Global Co-ordinators to the Company on or before the
Business Day before the First Date of Delivery; and  (B)in the case of New Shares to be
issued in certificated form, shall procure that the Registrar registers the
subscribers of such New Shares as the holders of such New Shares in the
register of members of the Company; and  (iii)or as
soon thereafter as is practicable the Company shall procure that share
certificates in respect of any New Shares or Existing Firm Shares in
certificated form to be issued or transferred, duly issued and sealed by the
Company, are dispatched by the Registrar to the subscribers and purchasers
therefor. Such certificates will be made available for inspection to the Joint
Global Co-ordinators on the First Date of Delivery or as soon thereafter as is
practicable.  (f)Subject
to satisfaction or waiver (in accordance with Section 8) of the conditions in
Section 8 and against compliance by the parties to this Agreement (other  39 
   than the Underwriters) with their obligations
under this Section 5, Goldman Sachs International for itself and as agent
for the other Underwriters agrees to make payment on behalf of the Underwriters
of the Offer Price (less the commissions and expense reimbursements to be
deducted pursuant to Section 7 and less, for the avoidance of doubt, the
amounts that may be deducted pursuant to Section 17) to the Company and
each of the Selling Shareholders for each of the Offer Shares issued by it or
sold by it or him, as the case may be, on the First Date of Delivery to the
Irish Brokers or, as the case may be, subscribers and purchasers procured by
the Underwriters or to the Underwriters (but, for the avoidance of doubt, no
such payment will be due from the Stabilising Manager in respect of any Shares
which have been over-allocated).  Such
payment shall be made in euro in immediately available funds for value before
1.00 p.m. on the First Date of Delivery to:  (i)in
the case of payment to the Company - to the account eircom Group plc
(formerly Valentia Holdings Limited) account number 0126646 000 EUR 000 LDN at
Deutsche Bank, London;  (ii)in
the case of payment to a Selling Shareholder - such account as the Selling
Shareholder shall have notified to the Joint Global Co-ordinators, except as
provided in (iii); and  (iii)in
the case of payment to the Selling Shareholders identified in the Appendix to
Schedule II - to the account of the Company as in (i) above,  in the case of (ii) above, such notification being made in writing by
no later than 2.00 p.m. on the Business Day falling two clear Business Days
prior to the First Date of Delivery.  (g)If
Optional Shares are to be transferred pursuant to Subsection 3(d) of this
Agreement, then, on the Stabilisation Date of Delivery:  (i)Goldman
Sachs Securities Nominees will hold any and all Shares transferred to it
pursuant to Subsection 5(b) which are to be sold hereunder as Optional Shares
on trust for the purchasers of such Shares and Goldman Sachs Securities
Nominees will be released from the trusts referred to in Subsection 5(c) in
respect of such Shares; and  (ii)the
Company shall procure that any and all Shares held by Goldman Sachs
Securities Nominees pursuant to Subsection 5(c) which are not transferred
pursuant to Subsection 3(d) are re-registered in the name of the Selling
Shareholder for whom they are held on trust by Goldman Sachs Securities
Nominees, whereupon the trusts referred to in Subsection 5(c) in respect of
such Shares shall terminate.  (h)If
Optional Shares are to be transferred pursuant to Subsection 3(d) of this
Agreement, against compliance by the Greenshoe Shareholders with their  40 
   obligations under this Section 5, the
Stabilising Manager shall make payment of the Offer Price (less the commissions
and expense reimbursements to be deducted pursuant to Section 7 hereof and
less, for the avoidance of doubt, the amounts that may be deducted pursuant to
Section 17, to the extent not previously withheld) to each Greenshoe
Shareholder for each of the Optional Shares sold by it on the Stabilisation
Date of Delivery to purchasers procured by the Stabilising Manager or to the
Stabilising Manager.  Such payment shall
be made in euro in immediately available funds for value before 3.00 p.m. on
the Stabilisation Date of Delivery to such bank account as the relevant
Greenshoe Shareholder notifies to the Stabilising Manager in writing no later
than 2.00 p.m. on the Business Day falling two Business Days prior to the
Stabilisation Date of Delivery.  (i)As
soon as practicable on or following the Stabilisation Date of Delivery or (if
Optional Shares are not to be transferred pursuant to Subsection 3(d)) as soon
as practicable after the Stabilisation End Date, the Company shall procure the
issue to the Selling Shareholders who retain any Shares of balancing
certificates in respect of their respective holdings of Shares following the
transfers of Existing Shares pursuant to this Agreement.  6.Undertakings  (a)The
Company and, only for the purpose of Subsection 6(a)(i) below in relation to
the Existing Shares, each of the Selling Shareholders, severally and not
jointly, undertakes with each of the Underwriters and Sponsors:  (i)that
the documents to be delivered at each Time of Delivery by or on behalf of such
party hereto pursuant to Section 8 or Schedule V (as the case may be) will
be delivered at the offices of Slaughter and May, One Bunhill Row, London
EC1Y 8YY (the Closing Location),
and, in the case of the Company, the New Shares, and, in the case of each
Selling Shareholder selling Shares at the relevant Time of Delivery, it or his
Existing Shares, as the case may be, will be delivered as specified in Section
3 above, all at such Time of Delivery.  A
meeting will be held at the Closing Location at 2 p.m., London time, on the
Business Day immediately preceding such Time of Delivery, at which meeting the
final drafts of the documents to be delivered pursuant to the preceding
sentence will be available for review by the parties hereto;  (ii)to
publish the Final Listing Particulars in the agreed form; and (except in cases
to which Subsection 6(a)(v)(B) applies) to make no amendment or supplement to
the Final Listing Particulars except an amendment or supplement:  (A)which is required to comply
with legal or regulatory requirements in the United Kingdom, Ireland or
the United States; and  41 
   (B)to which the Joint Global
Co-ordinators do not reasonably object provided that this paragraph (B) shall
not prevent the Company complying with its legal or regulatory obligations;  (iii)promptly
from time to time:  (A)to take such action as the
Underwriters may reasonably request to qualify Shares for offering and sale
under the securities laws of such jurisdictions as the Underwriters may
reasonably request; and  (B)to comply with such laws so as
to permit the continuance of sales and dealings in Shares in such jurisdictions
for as long as may be necessary to complete the distribution of the Offer
Shares,  so long as in connection therewith (a) the Company
(acting reasonably) agrees that the action proposed in paragraph (A) above is
desirable in the interests of the success of the Offer, (b) the Company will
not be required to qualify as a foreign corporation or to file a general
consent to service of process in any jurisdiction and (c) the Company will not
be required to incur material additional expenditure;  (iv)not
to take any action inconsistent with the publication or issue first in the
United Kingdom of the Listing Particulars and any related form of
application in accordance with the requirements of section 367(3) of the
Irish Companies Act, 1963;  (v)(A) to
furnish the Underwriters with an agreed number of copies of the Final Listing
Particulars on the Business Day following the date of this Agreement and for
one year thereafter from time to time to furnish each Underwriter with such
additional quantities as such Underwriter may reasonably request; (B) if,
at any time prior to Admission or, if the delivery of further Final Listing
Particulars is required at any time on or prior to the earlier of the
Stabilisation End Date and the Stabilisation Date of Delivery in connection
with the offering or sale of Offer Shares, at such time, (1) any events shall
have occurred as a result of which the Final Listing Particulars (as then
amended or supplemented as the case may be) would include an untrue statement
of a material fact or would omit to state any material fact necessary in order
to make the statements therein, in the light of the circumstances then
prevailing, not misleading, or (2) there is a significant change or significant
new matter (each as defined in section 81 of the FSMA) of which the
Company is, or becomes, aware and which requires the Company to deal with such
change or matter in accordance with section 81 of the FSMA and the Listing
Rules or (3)  if for any other reason it
would be necessary or desirable in the reasonable opinion of the Companys
legal advisers during such period to amend or supplement the Final Listing
Particulars in order to comply with the provisions of the FSMA or the Listing
Rules, to notify the Joint Global  42 
   Co-ordinators and upon the request of the Joint Global
Co-ordinators to prepare and furnish without charge to each Underwriter as many
copies as each Underwriter may from time to time reasonably request of amended
Final Listing Particulars or a supplement to the Final Listing Particulars
which will correct such statement or omission or effect such compliance;  (vi)that
it will not (and that it will use all reasonable endeavours to procure that no
member of the Group will) at any time prior to the later of 40 days after
the First Date of Delivery and 20 Business Days after the Stabilisation
End Date circulate, distribute, publish, issue or make (nor authorise any other
person so to do) any press or public announcement or advertisement, statement
or communication, either individually or jointly with any other person, in
relation to the Company or the Group or the Offer or otherwise relating to the
assets, liabilities, profits, losses, financial or trading condition or the
earnings, business affairs or business prospects of the Company or the Group
(except for normal communications, advertisements, statements or announcements
in the ordinary course of business and consistent with past practice), whether
in response to enquiries or otherwise, without the prior consent of the
Sponsors and the Joint Global Co-ordinators such consent not to be unreasonably
withheld or delayed unless, in the reasonable judgment of the Company on the
basis of legal advice and (if reasonably practicable) after notification to the
Joint Global Co-ordinators, such announcement, advertisement, statement or
communication is required by, or issued in accordance with, law or applicable
regulation or any contractual undertaking or the requirement of any stock exchange
including, without limitation, the FSMA, the Listing Rules, the Securities Act
and the rules and regulations promulgated thereunder;  (vii)to
use all reasonable endeavours to obtain admission of the Offer Shares to the
Official Lists of the UKLA and the ISE and for admission to trading of the
Offer Shares on the London Stock Exchanges market for listed securities by the
First Time of Delivery. In this regard, the Sponsors shall provide such
assistance to the Company as it reasonably requires;  (viii)to the
extent not previously provided, to provide to the Sponsors and the Joint Global
Co-ordinators the documents listed in Annex A, in a form satisfactory to
the Sponsors and the Joint Global Co-ordinators, on the date of this Agreement;  (ix)not
to be or become, at any time prior to the expiration of two years after
Admission, an open-end investment company, unit investment trust, closed-end
investment company or face-amount certificate company that is or is required to
be registered under the U.S. Investment Company Act of 1940;  43 
   (x)in
order that Offer Shares be eligible for resale pursuant to Rule 144A under
the Securities Act, for so long as Offer Shares are restricted securities
within the meaning of Rule 144(a)(3) under the Securities Act, at any time
the Company is not subject to section 13 or 15(d) of the Exchange Act, nor
exempt from reporting pursuant to Rule 12g3-2(b) thereunder, furnish at
its expense, upon request, to holders or beneficial owners of Offer Shares or
to any prospective purchasers of Offer Shares designated by such holders or
beneficial owners, the information required to be provided by
Rule 144A(d)(4) under the Securities Act. The undertaking of the Company
in this Subsection 6(a)(x) is intended to be enforceable by such holders,
beneficial owners and prospective purchasers who are not parties to this
Agreement by virtue of the Contracts (Rights of Third Parties) Act 1999
provided however that the parties to this Agreement may terminate or vary this
Agreement in any way and at any time without the consent of any such person;  (xi)during
the period beginning on the date hereof and continuing to and including the
date 180 days after the date of Admission, not to (and to procure that no
member of the Group will) issue, offer, pledge, sell, contract to issue, pledge
or sell, issue or grant options, rights or warrants in respect of, or otherwise
dispose of or transfer, whether or not for consideration, directly or
indirectly, (a) any Shares (or any legal or beneficial interest therein or
right in respect thereof) or (b) any securities of the Company that are
substantially similar to Shares (or any legal or beneficial interest in such
securities or right in respect of such securities) including, without
limitation, any securities that are convertible into or exchangeable for, or
that represent the right (whether conditional or not) to receive, Shares or any
such substantially similar securities, or do anything with the same or substantially
the same economic effect as any of the foregoing (including, without
limitation, a derivatives transaction), other than:  (A)as expressly provided for by
the other provisions of this Agreement or as expressly contemplated to take
effect upon Admission by paragraph 2.4 in Part IX - Additional
Information in the Final Listing Particulars;  (B)pursuant to any of the employee
share schemes described in paragraph 6 of Part IX - Additional Information in
the Final Listing Particulars;  (C)a disposal of any share by the
Company pursuant to section 162D of the Companies Act; or  (D)pursuant to the conversion of
any Convertible Preference Share (as defined in the Listing Particulars) in
issue immediately after Admission,  without the prior written consent of the Sponsors;  44 
   (xii)during
the period ending on the date of publication of the results of the Company for
the 12 month period ending on 31 March, 2004, not to (and to use all
reasonable endeavours to procure that no member of the Group will) make any
public announcement, advertisement, statement or communication as is referred
to in Subsection 6(a)(vi) above or relating to any matters, events or
circumstances which may be necessary to be made known to the public in order to
enable the shareholders of the Company and the public to appraise the position
of the Company or to avoid the establishment of a false market in its
securities, either individually or jointly with any other person, (but
excluding any normal announcements, advertisements, statements or
communications made in the ordinary course of business by the Company or any
member of the Group) without first (A) notifying the Sponsors and the Joint
Global Co-ordinators as to the content, form and manner of publication of such
announcement, advertisement, statement or communication, (B) making available
drafts of any such announcement, advertisement, statement or communication to
the Sponsors and the Joint Global Co-ordinators in sufficient time prior to its
publication to allow the Sponsors and the Joint Global Co-ordinators an
opportunity to consider and comment on the same and (C) consulting with the
Sponsors and the Joint Global Co-ordinators as to the content, form and manner
of publication of such announcement, advertisement, statement or communication
unless, in the reasonable judgment of the Company on the basis of legal advice
and, if reasonably practicable, after notification to the Joint Global
Co-ordinators, such announcement, advertisement, statement or communication is
required by, or issued in accordance with, law or applicable regulation or any
contractual undertaking or the requirement of any stock exchange including,
without limitation, the FSMA, the Listing Rules, the Securities Act and the
rules and regulations promulgated thereunder;  (xiii)to
comply with its obligations to the UKLA and the ISE, and under the Companies
Act, to furnish financial statements to its shareholders;  (xiv)save
for the appointment of the Stabilising Manager, not to (and to cause each other
member of the Group and any person acting on its or their behalf not to) take,
directly or indirectly, any action which is designed to or which has
constituted or which might reasonably be expected to cause or result in stabilisation
or manipulation of the price of any security of the Company; and  (xv)during
the period of two years after the First Date of Delivery, not to, and not
permit any member of the Group to, resell in the United States any Shares which
constitute restricted securities within the meaning of Rule 144(a)(3) under
the Securities Act that have been reacquired by any of them.  (b)Each
of the Selling Shareholders (other than, in relation to paragraph (iv) below,
the Part B Selling Shareholders and Hazelview Limited to each of whom  45 
   Subsection 6(c)(i) below applies), severally and
not jointly, agrees with each of the Underwriters and Sponsors:  (i)to
use all reasonable endeavours (so far as it or he has the ability to effect the
following) to assist the Company to obtain admission of the Offer Shares to the
Official Lists of the UKLA and the ISE and for admission to trading of the
Offer Shares on the London Stock Exchanges market for listed securities by the
First Time of Delivery;  (ii)promptly
from time to time to take such action as the Underwriters may reasonably
request to qualify the Existing Shares for offering and sale under the
securities laws of such jurisdictions as the Underwriters may reasonably
request and to comply with such laws so as to permit the continuance of sales
and dealings therein in such jurisdictions for as long as may be necessary to
complete the distribution of the Offer Shares so long as such Selling
Shareholder (A) acting reasonably, agrees that the action proposed is desirable
in the interests of the success of the Offer, (B) will not be required to incur
material additional expenditure in connection therewith and (C) will not be
required in connection therewith to qualify as a foreign corporation or to file
a general consent to service of process in any jurisdiction;  (iii)to
the extent not previously provided and so far as it has the ability to effect
the following, to provide to the Sponsors and the Joint Global Co-ordinators or
to procure the provision to the Sponsors and the Joint Global Co-ordinators of,
the documents listed in Annex A, in a form satisfactory to the Sponsors, on the
date of this Agreement;  (iv)during
the period beginning on the date hereof and continuing to and including the
date 180 days after the date of Admission, not to offer, pledge, sell,
contract to pledge or sell, issue or grant options, rights or warrants in
respect of, or otherwise dispose of or transfer, whether for consideration or
not, directly or indirectly, (a) any Shares (or any legal or beneficial
interest therein or right in respect thereof) or (b) any securities of the
Company that are substantially similar to Shares (or any legal or beneficial
interest in such securities or right in respect of such securities) including
but not limited to any securities that are convertible into or exchangeable
for, or that represent the right (whether conditional or not) to receive,
Shares or any such substantially similar securities, or do anything with the
same or substantially the same economic effect as any of the foregoing
(including, without limitation, a derivatives transaction), other than:  (A)as expressly provided for by
the other provisions of this Agreement;  (B)to the extent that such action
is in respect of Shares or other securities of the Company acquired by the
Selling Shareholder following Admission;  46 
   (C)a transfer or disposal of
Shares pursuant to a compromise or arrangement between the Company and its
creditors and/or members or any class of them which is agreed by the creditors
and/or members (as the case may be) and sanctioned by the court under sections
425 to 427A of the Companies Act;  (D)a transfer of any Shares (or interest
in any Shares) to any of its Affiliates or from an Affiliate to another
Affiliate provided that, prior to any such transfer, the relevant Affiliate has
entered into an undertaking in writing in favour of the Underwriters and
Sponsors on the same terms as this Subsection 6(b)(iv) and in a form reasonably
satisfactory to the Sponsors; or  (E)the acceptance of a takeover
offer (as defined in section 428 of the Companies Act) for the ordinary share
capital of the Company or the provision of an irrevocable undertaking to accept
such an offer,  without the prior written consent of the Sponsors;  (v)save
for the Companys appointment of the Stabilising Manager, not to (and not to
cause its Affiliates and any person acting on its or their behalf to) take, directly
or indirectly, any action which is designed to or which constitutes or which
might reasonably be expected to cause or result in stabilisation or
manipulation of the price of any security of the Company.  (c)Each
of the Directors, each Part B Selling Shareholder who is not also a
Director and Hazelview Limited respectively agrees with each of the
Underwriters and Sponsors:  (i)during
the period beginning on the date hereof and continuing to and including
31 December, 2004, not to offer, pledge, sell, contract to pledge or sell,
issue or grant options, rights or warrants in respect of, or otherwise dispose
of or transfer, whether for consideration or not, directly or indirectly, (a)
any Shares (or any legal or beneficial interest therein or right in respect
thereof) or (b) any securities of the Company that are substantially similar to
Shares (or any legal or beneficial interest in such securities or right in
respect of such securities) including but not limited to any securities that
are convertible into or exchangeable for, or that represent the right (whether
conditional or not) to receive, Shares or any such substantially similar
securities, or do anything with the same or substantially the same economic
effect as any of the foregoing (including, without limitation, a derivatives
transaction), other than:  (A)as expressly provided for by
the other provisions of this Agreement;  47 
   (B)to the extent that such action
is in respect of Shares or other securities of the Company acquired by such
person following Admission (other than (a) Shares acquired pursuant to
arrangements described in paragraph 3 of Part IX of the Final Listing
Particulars, to the extent (if at all) acquired following Admission and (b)
Shares or other securities acquired following Admission pursuant to any of the
employee share schemes described in paragraph 6 of Part IX of the Final Listing
Particulars);  (C)a transfer or disposal of
Shares pursuant to a compromise or arrangement between the Company and its
creditors and/or members or any class of them which is agreed by the creditors
and/or members (as the case may be) and sanctioned by the court under sections
425 to 427A of the Companies Act;  (D)in the case of a Director, a
transfer of any Shares (or interest in Shares) to any connected person (as
defined in section 346 of the Companies Act) provided that, prior to any such
transfer, such person has entered into an undertaking in writing in favour of
the Underwriters and Sponsors on the same terms as this Subsection 6(c)(i)
(and, in the case of Con Scanlon and John Conroy, additionally on the same
terms as Subsection 6(c)(ii) below) and in a form reasonably satisfactory
to the Sponsors;  (E)in the case of a Part B
Selling Shareholder who is not also a Director, a transfer of any Shares (or
interest in Shares) to any person who would be a connected person (as defined
in Section 346 of the Companies Act) of such Part B Selling Shareholder if
such Part B Selling Shareholder were a director of the Company at the time
of the transfer, provided that, prior to any such transfer, such transferee has
entered into an undertaking in writing in favour of the Underwriters and
Sponsors on the same terms as this Subsection 6(c)(i) and in a form reasonably
satisfactory to the Sponsors;  (F)the acceptance of a takeover
offer (as defined in section 428 of the Companies Act) for the ordinary share
capital of the Company or the provision of an irrevocable undertaking to accept
such an offer;  (ii)in the
case of Con Scanlon and John Conroy only (each being, for the purpose of this
Subsection 6(c)(ii), an Extended  Lockee) during the period beginning on and including 1
January, 2005 and continuing to and including 31 December, 2005, not to offer,
pledge, sell, contract to pledge or sell, issue or grant options, rights or
warrants in respect of, or otherwise dispose of or transfer, whether for
consideration or not, directly or indirectly, (a) any Shares (or any legal or
beneficial interest therein or right in respect thereof) or (b) any securities
of the Company that are substantially similar to Shares (or any legal or
beneficial  48 
   interest in such securities or right in respect of
such securities) including but not limited to any securities that are
convertible into or exchangeable for, or that represent the right (whether
conditional or not) to receive, Shares or any such substantially similar
securities, or do anything with the same or substantially the same economic
effect as any of the foregoing (including, without limitation, a derivatives
transaction), other than:  (A)to the extent that such action
would not result in the aggregate number of Lock-up Shares beneficially owned
by the Extended Lockee amounting to 50 per cent. or less of his Initial Lock-up
Shares.  For the purpose of this
Subsection 6(c)(ii), Lock-up Shares
means any Shares beneficial ownership in which was acquired on or before
Admission or following Admission pursuant to the arrangements described in
paragraph 3 of Part IX - Additional Information of the Final Listing
Particulars and Initial Lock-up Shares means:  (a)in the case of Con Scanlon
- 375,000 Shares; and  (b)in the case of John Conroy
- 125,000 Shares;  (B)to the extent that such action
is in respect of Shares or other securities of the Company acquired by the
Extended Lockee following Admission (other than (a) Shares acquired pursuant to
arrangements described in paragraph 3 of Part IX - Additional Information
of the Final Listing Particulars, to the extent (if at all) acquired following
Admission and (b) Shares or other securities acquired following Admission
pursuant to any of the employee share schemes described in paragraph 6 of Part
IX - Additional Information of the Final Listing Particulars);  (C)a transfer or disposal of
Shares pursuant to a compromise or arrangement between the Company and its
creditors and/or members or any class of them which is agreed by the creditors
and/or members (as the case may be) and sanctioned by the court under sections
425 to 427A of the Companies Act;  (D)a transfer of any Shares (or
interest in Shares) to any connected person (as defined in section 346 of the
Companies Act) provided that, prior to any such transfer, such person has
entered into an undertaking in writing in favour of the Underwriters on the
same terms as this Subsection 6(c)(ii) and in a form reasonably satisfactory to
the Sponsors;  (E)the acceptance of a takeover
offer (as defined in section 428 of the Companies Act) for the ordinary share
capital of the Company or the provision of an irrevocable undertaking to accept
such an offer,  49 
   without the prior written consent of the
Sponsors;  (iii)in
the case of a Director, save for the Companys appointment of the Stabilising
Manager, not to (and to cause his connected persons (as defined in section 346
of the Companies Act) and any person acting on his or their behalf not to)
take, directly or indirectly, any action which is designed to or which
constitutes or which might reasonably be expected to cause or result in
stabilisation or manipulation of the price of any security of the Company; and  (iv)in
the case of a Part B Selling Shareholder who is not also a Director, not to
(and to cause (A) such persons who would be his connected persons (as defined
in section 346 of the Companies Act) were he a director of the Company and (B)
any person acting on his or their behalf not to) take, directly or indirectly,
any action which is designed to or which constitutes or which might reasonably
be expected to cause or result in stabilisation or manipulation of the price of
any security of the Company.  7.Commission, Fees and expenses  (a)Subject
to the conditions in Section 8 having been satisfied or waived (in accordance
with Section 8), the obligations of the Underwriters under Section 3(a)(i) and
Subsection 5(f) of this Agreement having been fully performed (in the case
of Subsection 5(f) against and subject to compliance by the other parties
to this Agreement with their obligations under Section 5 and this
Section 7) and this Agreement not having been terminated prior to
Admission in accordance with Section 10 or Section 11 the Company undertakes to
pay or cause to be paid on the First Date of Delivery to Goldman Sachs
International (on behalf of the Underwriters and, as the case may be, the Irish
Brokers in respect of the IB Principal New Shares) commission of 3.5 per cent.
of the amount equal to the Offer Price multiplied by the aggregate number of
New Shares, together with an amount equal to any applicable VAT in accordance
with Section 17.  (b)Subject
to the conditions in Section 8 having been satisfied or waived (in accordance
with Section 8), the obligations of the Underwriters under Section 3(a)(ii) and
Subsection 5(f) having been fully performed (in the case of
Subsection 5(f) against and subject to compliance by the other parties to
this Agreement with their obligations under Section 5 and this Section 7)
and this Agreement not having been terminated prior to Admission in accordance
with Section 10 or Section 11 each Selling Shareholder shall pay or cause
to be paid on the First Date of Delivery to Goldman Sachs International (on
behalf of the Underwriters and, as the case may be, the Irish Brokers in
respect of the IB Principal Existing Firm Shares) commission of 3.5 per
cent. of the amount equal to the Offer Price multiplied by the total number of
Existing Firm Shares to be sold by that Selling Shareholder under this
Agreement, together with an amount equal to any applicable VAT in accordance
with Section 17.  (c)Subject
to X being calculated to be greater than zero in accordance with
Subsection 3(d), the conditions in Schedule V having been satisfied
or waived  50 
   (in accordance with Schedule V) and the
obligations of the Underwriters under Subsection 3(d) having been fully
performed each Greenshoe Shareholder shall pay or cause to be paid, by means of
off-set against payments made by the Stabilising Manager pursuant to
Section 5(h), on the Stabilisation Delivery Date to the Stabilising
Manager (on behalf of the Underwriters) commission of 3.5 per cent. of the
amount equal to the Offer Price multiplied by its Agreed Proportion of the
number of Optional Shares to be sold by that Greenshoe Shareholder under
Subsection 3(d), together with an amount equal to any applicable VAT in
accordance with Section 17.  (d)Goldman
Sachs International (on behalf of the Underwriters) may deduct the relevant
amount of the commissions payable pursuant to Subsections 7(a) and (b) and the
expenses referred to in Subsection 7(e)(iii), (iv) and (vii) below, together
with an amount equal to any applicable VAT in accordance with Section 17, from
the relevant payments to be made by the Underwriters under Section 5 of this
Agreement.  Goldman Sachs International
will distribute the amounts so deducted to the Underwriters on a basis as
agreed among the Underwriters or, in the case of the fees payable to the ISE
and UKLA, remit such sums to the ISE and UKLA (or, as the case may be, retain
such sums to the extent that it has already paid such fees on behalf of the
Company).  Deduction of these amounts by
Goldman Sachs International will discharge the Companys and the Selling
Shareholders obligations to pay or authorise payment of those amounts, but
only to the extent of the amounts deducted and no further.  (e)The
Company agrees with the Underwriters that the Company will pay or cause to be
paid (together with an amount equal to any applicable VAT in accordance with
Section 17) the following:  (i)the
fees, disbursements and expenses of the Companys counsel, accountants and
other advisers and agents in connection with the Offer and/or the arrangements
contemplated by this Agreement and all refinancing and/or restructuring
arrangements and all other expenses in connection with the preparation,
printing and (where relevant) filing of each of the Final Listing Particulars
and the Pathfinder Listing Particulars and any amendments and supplements to
either and the delivery of copies thereof to the Underwriters;  (ii)all
filing fees and related expenses in connection with the qualification of Shares
for offering and sale under relevant securities laws as provided in Subsection
6(a)(iii) and Subsection 6(b)(ii) hereof, including the fees and disbursements
of counsel for the Underwriters in connection with such qualification;  (iii)all
fees and expenses in connection with the admission of Shares to the Official
Lists of the ISE and the UKLA and admission to trading on the London Stock
Exchange;  (iv)to
Goldman Sachs International on behalf of the Underwriters on the First Date of
Delivery, for the account of the several Underwriters, an  51 
   amount equal to all out-of-pocket expenses incurred by
the Underwriters under or in connection with this Agreement or the Offer as
notified by Goldman Sachs International to the Company by no later than one
Business Day prior to the First Date of Delivery provided that the amount paid
by the Company hereunder in respect of the professional fees of the legal
advisers to the Underwriters shall not exceed 2,650,000 (plus an amount in
respect of any applicable VAT);  (v)the
fees and expenses of the Registered Agent (as defined in Section 19
hereof);  (vi)the
cost of preparing share certificates;  (vii)all
costs and expenses relating to investor roadshows;  (viii)the
costs and expenses of the Registrar and any transfer agent; and  (ix)all
other costs and expenses incidental to the performance of the Companys
obligations under this Agreement which are not otherwise specifically provided
for in this Section 7.  (f)Each
Selling Shareholder agrees with one another and with each of the Underwriters
that such Selling Shareholder will pay or cause to be paid all costs and
expenses incidental to the performance of such Selling Shareholders
obligations hereunder including but not limited to (i) any fees and expenses of
counsel for such Selling Shareholder and (ii) all expenses and (to the extent
provided for in Section 17) taxes incidental to the sale and delivery of the
Offer Shares to be sold by such Selling Shareholder to purchasers procured by
the Underwriters or to the Underwriters themselves in accordance with this
Agreement or to the Irish Brokers or to the Stabilising Manager.  (g)Notwithstanding that the
Underwriters (other than, in respect of the IB Principal Shares, the Irish
Brokers) may, for certain purposes, be acting as agent or otherwise for the
Company and the Selling Shareholders in connection with the Offer, each of them
may retain any commissions, fees or other amounts payable to it by the Company
or any of the Selling Shareholders and any other commissions or benefits it
receives in connection with the Offer or any other arrangements contemplated by
this Agreement, for its own account. Any Offer Shares which an Underwriter is
obliged to acquire hereunder may be retained or dealt with by it for its own
account in its absolute discretion.  8.Conditions  The obligations of the Underwriters under this Agreement, with respect
to the Offer Shares to be delivered at the First Time of Delivery, shall be
subject to the following conditions:  (a)all
representations and warranties of the Company, the Directors and the Selling
Shareholders as set out in Section 1 herein being true and accurate as at such  52 
   Time of Delivery as though (subject to
Subsections 1(h) and 1(i)) they had been given and made at such time by
reference to the circumstances at the relevant time;  (b)each
of the Company, the Directors and the Selling Shareholders having performed all
of its or his obligations under this Agreement to be performed prior to such
Time of Delivery;  (c)Arthur
Cox, Slaughter and May and Sullivan & Cromwell LLP, respectively Irish,
English and U.S. counsel for the Underwriters, shall have furnished to the
Underwriters their written opinion or opinions, in the form agreed with the
Sponsors by the date of this Agreement, dated the First Date of Delivery;  (d)Freshfields
Bruckhaus Deringer, U.S. counsel for the Company, shall have furnished to the
Underwriters their written opinion, dated the First Date of Delivery, in the
agreed form;  (e)Freshfields
Bruckhaus Deringer, English counsel for the Company, shall have furnished to
the Underwriters their written opinion, dated the First Date of Delivery, in
the agreed form;  (f)A&L
Goodbody, Irish counsel for the Company, shall have furnished to the
Underwriters their written opinion, dated the First Date of Delivery, in the
agreed form;  (g)the
respective counsel for each of the Selling Shareholders (other than the
Part B Selling Shareholders and The Goldman Sachs Group, Inc.), as
indicated in Schedule II hereto, each shall have furnished to the Underwriters
their written opinion, dated the First Date of Delivery, in the agreed form;  (h)Willkie
Farr & Gallaher, counsel for the Company in relation to FCC matters,
Debevoise & Plimpton, counsel to the Company in relation to the Consent
Solicitation in relation for the Notes (as defined in (k) below) of Valentia
Telecommunications upc and eircom Funding upc (the Consent
Solicitation) and ODonnell Sweeney, counsel to the ESOT, shall
have furnished to the Underwriters their respective written opinions, dated the
First Date of Delivery, in the agreed form;  (i)PwC
will have furnished to the Underwriters duly signed letters, dated the First
Date of Delivery, in form and substance satisfactory to the Sponsors and the
Joint Global Co-ordinators, to provide comfort on the absence of any material
changes in the financial and trading position of the Group and on the matters
contemplated in the U.S. Statement of Auditing Standards No. 72 with
respect to the financial statements and certain financial information contained
in the Listing Particulars;  (j)the
senior credit facilities agreement relating to the New Senior Credit Facilities
having been duly executed by each of the parties thereto and being enforceable
by each of the parties thereto in accordance with its terms subject to (A)
applicable insolvency laws or other similar laws affecting the enforcement of  53 
   creditors rights generally and (B) the
discretionary availability of equitable remedies and not being terminated or
rescinded; and the availability of funds under the term loan facility
thereunder having been confirmed in writing by the Facility Agent as being
conditional only on Admission;  (k)the
consent sought under the Consent Solicitation having been obtained and being
unconditional in all respects and indentures supplemental to the indentures
governing the senior notes issued by Valentia Telecommunications upc and the
senior subordinated notes issued by eircom Funding upc (together, the Notes) having been duly executed and being enforceable
against the parties thereto in accordance with their respective terms subject
to (A) applicable insolvency laws or other similar laws affecting the
enforcement of creditors rights generally and (B) the discretionary
availability of equitable remedies and not being terminated or rescinded and
being unconditional in all respects;  (l)the
Company and the Selling Shareholders shall have furnished or caused to be
furnished to the Sponsors and the Joint Global Co-ordinators at such Time of
Delivery, certificates (which, in the case of each Selling Shareholder who is a
natural person shall be signed by or on behalf of such person and, in the case
of the Company and the other Selling Shareholders, shall be signed by an
officer thereof or, pursuant to a Power of Attorney, an attorney), in the agreed
form, as to the truth and accuracy of the representations and warranties of the
Company and the Selling Shareholders, respectively, herein at and as of such
Time of Delivery as though they had been given and made at such time by
reference to the circumstances at the relevant time and as to the performance
by the Company and the Selling Shareholders of all of their respective
obligations hereunder to be performed at or prior to such Time of Delivery;  (m)the
Company will have complied with the provisions of Subsection 6(a)(v) with
respect to the furnishing of Final Listing Particulars on the Business Day
following the date of this Agreement;  (n)the
documents set out in Annex A having been delivered by the Company or other
relevant party in accordance with Subsection 6(a)(viii);  (o)the
Company shall have obtained and delivered to the Underwriters duly executed
copies of a lock-up agreement from eircom ESOP Trustee Limited in the agreed
form;  (p)the
Final Listing Particulars being approved pursuant to the Listing Rules by the
ISE and the UKLA not later than 2 p.m. on the date of this Agreement (or
such later time as the Sponsors may agree with the Company);  (q)the
Final Listing Particulars being delivered to the Registrar of Companies in
accordance with section 83 of the FSMA and the Registrar of Companies in
Ireland in accordance with the European Communities (Stock Exchange)
Regulations, 1984 (as amended) not later than 4.00 p.m. on the date of
this Agreement (or such later time as the Sponsors may agree with the Company);  54 
   (r)any
supplementary listing particulars which may be required pursuant to Section 81
of the FSMA or the Listing Rules being approved by the UKLA or, as the case may
be, the ISE, published in accordance with the Listing Rules and filed in
accordance with section 83 of the FSMA and in accordance with the European
Communities (Stock Exchange) Regulations, 1984 (as amended);  (s)the
letter from the ESOT to the Company relating to the application for Ordinary
Shares and Convertible Preference Shares (the ESOT Share Application Letter)
being enforceable in accordance with its terms and the availability of funds to
satisfy the undertaking to pay therein being demonstrated to the satisfaction
of the Sponsors and the Joint Global Co-ordinators; and  (t)admission
of Shares occurring by no later than 8.00 a.m. on 24 March, 2004, or such
later time and/or date as the Company and the Sponsors may agree in writing.  Each of the Company and the Selling Shareholders severally undertakes
to the Underwriters to use all reasonable endeavours to procure (so far as it
lies within its power) that each of the Conditions applicable to it is
fulfilled by the due time (if any) for its fulfilment.  If any of the Conditions specified in this Section 8 are not
fulfilled when and as provided in this Agreement or (except in the case of
those set out in Subsections 8(p), 8(q), 8(r) and 8(t)) waived in writing by
the Sponsors and the Joint Global Co-ordinators (in their absolute discretion)
on behalf of the Underwriters, this Agreement and all obligations of the
parties under this Agreement will, except as provided in Section 13,
forthwith cease to have any effect and will terminate.  9.Indemnification  (a)The
Company agrees to indemnify and hold harmless each Underwriter Indemnified
Person (as defined in Subsection 9(o) below) from and against any and all
losses, claims, damages or liabilities, joint or several, to which such
Underwriter Indemnified Person may become subject, under common law or the
Companies Act, Irish Companies Acts, the FSMA, the European Communities (Stock
Exchange) Regulations, 1984 (as amended), the Listing Rules, the Securities
Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon:  (i)(A)
a failure or alleged failure of the Final Listing Particulars, the Pathfinder
Listing Particulars, any amendment or supplement to the Pathfinder Listing Particulars
or the Final Listing Particulars, the press announcements dated
February 26, 2004, March 4, 2004, the press announcement in the
agreed form to be dated the date of this Agreement and the Formal Notice (the
foregoing documents and announcements being, together, the Offer Documents) to contain or fairly present all
information required to be contained therein or (B) the existence of an untrue
statement or alleged untrue statement of a material fact in any Offer Document
or (C) the omission or alleged  55 
   omission of any Offer Document to state a material
fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading; or  (ii)any
breach or alleged breach by the Company of its obligations under this Agreement
(including any breach or alleged breach by the Company of the representations,
warranties or undertakings contained or referred to in this Agreement or any
circumstances which constitute such a breach),  and, in each case, will reimburse each Underwriter Indemnified Person
for any legal or other expenses reasonably incurred by such Underwriter
Indemnified Person in connection with investigating or defending any action,
suit, proceeding (including any government or regulatory investigation), claim
or demand (each an Action)
relating thereto as such expenses are incurred; provided however that the
Company will not be liable in any such case to the extent that the loss, claim,
damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in any Offer
Document in reliance upon and in conformity with information furnished to the
Company in writing by any Underwriter Indemnified Person through the Joint
Global Co-ordinators expressly for use therein.  (b)Each
of the Selling Shareholders, severally and not jointly, agrees to indemnify and
hold harmless each Underwriter Indemnified Person from and against any and all
losses, claims, damages or liabilities, joint or several, to which such
Underwriter Indemnified Person may become subject, under common law or the
Companies Acts, the Irish Companies Act, the FSMA, the European Communities
(Stock Exchange) Regulations, 1984 (as amended) , the Listing Rules, the
Securities Act, the Exchange Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon:  (i)(A)
the existence of an untrue statement or alleged untrue statement of a material
fact in any Offer Document or (B) the omission or alleged omission of any Offer
Document to state a material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, but in
each such case only with respect to untrue statements or omissions or alleged
untrue statements or omissions in any Offer Document made in reliance upon and
in conformity with information furnished in writing to the Company by such
Selling Shareholder expressly for use therein;  (ii)any
breach or alleged breach by such Selling Shareholder of its obligations under
this Agreement (including any breach or alleged breach by such Selling
Shareholder of the representations, warranties or undertakings contained or
referred to in this Agreement or any circumstances which constitute such a
breach);  56 
   and, in each case, will reimburse each Underwriter Indemnified Person
for any legal or other expenses reasonably incurred by such Underwriter
Indemnified Person in connection with investigating, preparing for or defending
any Action relating thereto as such expenses are incurred.  (c)Save
for matters which are the subject of the indemnities in Subsection 9(a),
Subsection 9(b) or Section 17, the Company agrees to indemnify and hold
harmless each Underwriter Indemnified Person from and against any and all
losses, claims, damages or liabilities, joint or several, to which such
Underwriter Indemnified Person may become subject insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon:  (i)the
communication, distribution, issue or approval of documents or materials on
behalf of the Company in connection with the offering or sale of the Offer
Shares (including, without limitation, the issue or approval for the purpose of
section 21 of the FSMA of the announcements made on February 26, 2004 and
March 4, 2004 and any other financial promotion);  (ii)in
the case of Goldman Sachs International and Morgan Stanley & Co.
International Limited, acting as Sponsors;  (iii)any
failure or alleged failure by the Company or any of the Directors or their
respective agents, employees or professional advisers to comply with the FSMA,
the Irish Companies Acts, the European Communities (Stock Exchange)
Regulations, 1984 (as amended), the European Communities (Transferable
Securities and Stock Exchange) Regulations, 1992 or the Listing Rules or any
other requirements of applicable statute or regulation in relation to the
Offer;  (iv)the
carrying out by an Underwriter Indemnified Person of any of its obligations or
services under or in connection with this Agreement or the offering or sale of
the Offer Shares on, prior to or after the date of this Agreement save where
the relevant losses, claims, damages or liabilities arise out of or are based
upon circumstances where the Underwriter Indemnified Person has acted solely
and exclusively as agent of the Selling Shareholders or any of them and not
also as Sponsor to, or agent of, the Company  whether or not such acts or omissions occurred or arose prior to, or
occur or arise on or after, the date of this Agreement and, in each case, will
reimburse each Underwriter Indemnified Person for any legal or other expenses
reasonably incurred by such Underwriter Indemnified Person in connection with
investigating, preparing for or defending any Action relating thereto as such
expenses are incurred; provided however that:  (A)no liability shall arise
under this Subsection 9(c) in any such case to the extent that any such loss,
claim, damage or liability arises, as determined in a final judgment by a court
of competent jurisdiction, as a  57 
    result
of the gross negligence, wilful default or bad faith of such Underwriter
Indemnified Person or of an Associated Indemnified Person (as defined in
Subsection 9(o) below) of such Underwriter Indemnified Person; and  (B)no liability shall arise
under this Subsection 9(c) in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement
or alleged untrue statement or omission or alleged omission made in any Offer
Document in reliance upon and in conformity with information furnished in
writing to the Company by any Underwriter Indemnified Person through the Joint
Global Co-ordinators expressly for use therein; and  (C)no liability shall arise
under this Subsection 9(c) in respect of (i) any liability to tax or amount in
respect of tax arising in connection with the Offer or arising in connection
with the acquisition, holding, disposal or transfer of, or agreement to
transfer, any Share acquired in connection with the Offer or (ii) any liability
to tax on actual net income, profits or gains.  (d)Neither
the Company nor the Selling Shareholders shall be liable under Subsection 9(a),
Subsection 9(b) or Subsection 9(c) in respect of:  (i)any
unrealised or realised loss in market value of any Shares which an Underwriter
Indemnified Person acquires pursuant to this Agreement or any expense of sale
or other disposal of such Shares incurred by an Underwriter Indemnified Person;
or  (ii)any
unrealised or realised loss or expense incurred by the Stabilising Manager in
Stabilisation Transactions  unless (but
only to the extent that) such loss or expense results from or is attributable
to or would not have arisen but for (in each case directly or indirectly) the
neglect or default of the Company or, as the case may be, such Selling
Shareholder or any breach by the Company or, as the case may be, such Selling
Shareholder of any of its obligations under this Agreement (including, without
limitation, any breach of the representations, warranties and agreements in
Subsection 1(a) or (b)).  (e)Each
Underwriter severally agrees to indemnify and hold harmless the Company and
each Selling Shareholder against any losses, claims, damages or liabilities to
which the Company or such Selling Shareholder may become subject, under common
law or the Companies Act, the Irish Companies Acts, the European Communities
(Stock Exchange) Regulations, 1984 (as amended) and the European Communities
(Transferable Securities and Stock Exchange) Regulations, 1992, the FSMA, the
Listing Rules, the Securities Act, the Exchange Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon an untrue statement or alleged untrue statement
or a material fact contained in any Listing Particulars, or any amendment or
supplement thereto, or arise out of or are  58 
   based upon the
omission or alleged omission to state therein a material fact necessary to make
the statements therein not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or omission
or alleged omission was made in any Listing Particulars, or any such amendment
or supplement, in reliance upon and in conformity with written information
furnished to the Company by such Underwriter through the Joint Global
Co-ordinators expressly for use therein; and severally agrees to reimburse the
Company and each Selling Shareholder for any legal or other expenses reasonably
incurred by the Company or such Selling Shareholder in connection with
investigating, preparing for or defending any such action or claim as such
expenses are incurred.  (f)If
any Action shall be brought or asserted against any person in favour of whom an
indemnity is provided pursuant to this Section 9 (an indemnified
person), the indemnified person shall notify each party who has
provided such indemnity (an indemnifying party)
in writing of such Action. Where the indemnified person has notified an
indemnifying party of such an Action, the indemnifying party will be entitled
to participate therein and, to the extent that it shall wish, to assume the
defence thereof, jointly with any other indemnifying party similarly notified
who wishes to assume the defence thereof, with counsel reasonably satisfactory
to the indemnified person (which shall not, except with the consent of the
indemnified person, be counsel to the indemnifying party). After notice from
the indemnifying party to such indemnified person of its election so to assume
the defence thereof, the indemnifying party shall not be liable to such
indemnified person under this Section 9 for any expenses of other counsel or
any other expenses, in each case subsequently incurred by such indemnified
person, in connection with the defence of the Action save to the extent that an
actual or potential conflict of interest between the indemnified person and the
indemnifying party arises in the defence of the Action (in which case the
reasonable costs of another law firm (if any) instructed by the indemnified
person shall be reimbursed by the indemnifying party). No indemnifying party
shall, without the written consent of the indemnified person, effect the
settlement or compromise of, or consent to the entry of any judgment with
respect to, any Action in respect of which indemnification or contribution may
be sought hereunder (whether or not the indemnified person is an actual or
potential party to such Action) unless such settlement, compromise or judgment
(i) includes an unconditional release of the indemnified person from all
liability arising out of such Action and (ii) does not include a statement as
to or an admission of fault, culpability or a failure to act, by or on behalf
of any indemnified person.  (g)Failure
on the part of an indemnified person to notify an indemnifying party in
accordance with Subsection (f) shall not relieve the indemnifying party from
any liability under this Section 9 to the indemnified person (unless the
indemnifying party is materially prejudiced as a result of such failure, but
then only to the extent of the prejudice) and, in any event, shall not relieve
the indemnifying party from any liability which it may have otherwise than on
account of any indemnity it gives pursuant to this Section 9 provided however
that it shall so relieve the indemnifying person in respect of an Action in
circumstances where the indemnified person has failed to notify the
indemnifying person of the Action  59 
   in accordance
with Subsection (f) and settles such Action without the prior written consent
of the indemnifying person.  (h)If
any indemnification provided for in this Section 9 is for any legal reason
unavailable to or insufficient to hold harmless an indemnified person under
Subsection (a), (b),(c) or (e) above in respect of any losses, claims, damages
or liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified person as a result of such losses, claims, damages or liabilities
(or actions in respect thereof) in such proportion as is appropriate to reflect
the relative benefits received by (i) the Company on the one hand and the Underwriter
Indemnified Persons on the other hand from the offering of the New Shares or,
as the case may be, (ii) the Selling Shareholders on the one hand and the
Underwriter Indemnified Persons on the other hand from the offering of the
Existing Shares.  If, however, the
allocation provided by the immediately preceding sentence is not permitted by
applicable law or if the indemnified person failed to give the notice required
under Subsection 9(f) above, then each indemnifying party shall contribute to
such amount paid or payable by such indemnified person in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of (i) the Company on the one hand and the Underwriter Indemnified
Persons on the other hand or, as the case may be, (ii) the Selling Shareholders
on the one hand, and the Underwriter Indemnified Persons on the other hand, in
connection with the statements, omissions or other matters which resulted in
such losses, claims, damages or liabilities (or actions in respect thereof), as
well as any other relevant equitable considerations.  The relative benefits received by (i) the
Company and the Underwriter Indemnified Persons or, as the case may be, (ii)
the Selling Shareholders and the Underwriter Indemnified Persons, shall be
deemed to be in the same proportion as the total net proceeds from the offering
of, respectively, the New Shares or the Existing Shares issued or sold pursuant
to this Agreement (before deducting expenses) received by (i) the Company or (ii)
the Selling Shareholders bear to the total underwriting commissions received by
the Underwriters with respect to, respectively, the New Shares or the Existing
Shares, in each case as set forth in the Final Listing Particulars.  The relative fault shall be determined by
reference to, among other things, whether an untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or the Selling Shareholders or, as
the case may be, the Underwriters and the parties relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.  The Company, each of the
Selling Shareholders and the Underwriters agree that it would not be just and
equitable if contributions pursuant to this Subsection (h) were determined by
pro rata allocation (even if the Underwriters were treated as one entity for
such purpose) or by any other method of allocation which does not take account
of the equitable considerations referred to above in this Subsection (h).  The amount paid or payable by an indemnified
party as a result of the losses, claims, damages or liabilities (or actions in
respect thereof) referred to above in this Subsection (h) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or
claim.  Notwithstanding the provisions of
this  60 
   Subsection
(h), (i) no Underwriter will be required to contribute any amount in excess of
the amount by which the total price at which the Offer Shares underwritten,
and/or agreed to be acquired, by it and distributed to investors were offered
to investors exceeds the amount of any damages which such Underwriter has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission, (ii) no indemnified party will be
entitled to recover more by way of contribution under this Subsection (h) than
it would have been able to recover had the indemnities in Subsections (a) and
(c) been available against the Company, in Subsection (b) been available
against the Selling Shareholders and in Subsection (e) been available
against the Underwriters and (iii) no indemnifying party will be liable to pay
any amount pursuant to this Subsection (h) in excess of the amount it would
have been liable to pay had the indemnities in Subsection (a) and (c), in the
case of the Company, Subsection (b), in the case of the Selling
Shareholders, or Subsection (e) in the case of the Underwriters, been available
to the relevant indemnified party or parties. 
No person guilty of fraudulent misrepresentation will be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.  The Underwriters
obligations (and accordingly those of the relevant Underwriter Indemnified
Persons) in this Subsection (h) to contribute are several in proportion to
their respective underwriting obligations in relation to the New Shares and the
Existing Firm Shares and not joint.  The
Selling Shareholders obligations in this Subsection (h) to contribute are
several in proportion to their respective obligations to sell Existing Shares
and not joint.  (i)The
Company, the Directors and the Selling Shareholders will not make any claim
against any Underwriter or any of the other Underwriter Indemnified Persons to
recover any loss, claim, damage or liability which the Company, the Directors
or any of the Selling Shareholders or any other person may suffer or incur by
reason of or arising out of the carrying out or the performance by any
Underwriter Indemnified Person, or on their behalf, of their obligations or
services under this Agreement or in connection with the offer of the Offer
Shares on, prior to or after the date of this Agreement except (other than in
connection with the matters referred to in paragraphs (i) and (ii) of
Subsection 9(a)) to the extent that such loss, claim, damage or liability
arises, as determined in a final judgment by a court of competent jurisdiction,
from the gross negligence, wilful default or bad faith of such Underwriter
Indemnified Person or an Associated Indemnified Person of such Underwriter
Indemnified Person.  (j)(i)The
degree (if any) to which any Underwriter Indemnified Person shall be entitled
to rely on the work of any adviser to the Company or any other third party will
be unaffected by any limitation which the Company, any of the Selling Shareholders
or any Director may have agreed regarding the extent to which any of the
Directors, any of the Selling Shareholders and/or the Company and/or their
respective subsidiary undertakings or Affiliates may claim against any such
adviser or other third party and/or any waiver or release of any right of the
Company, any of the Selling Shareholders or any of the Directors so to claim (a
Limitation).  61 
   (ii)Where
any damage or loss is suffered by the Company or a Selling Shareholder for
which any Underwriter Indemnified Person would otherwise be jointly and
severally liable, with any third party or parties which has or have the benefit
of a Limitation, to the Company or any of its subsidiaries, subsidiary
undertakings or associates or to the Selling Shareholder (as the case may be),
the extent to which such damage or loss will be recoverable from the
Underwriter Indemnified Person shall be limited so as to be in proportion to
the contribution of the Underwriter Indemnified Person and its Associated
Indemnified Persons to the overall fault for such damage or loss, as agreed by
such person or persons or, in the absence of agreement, as finally determined
by a court of competent jurisdiction but, in any event, such Underwriter
Indemnified Person and its Associated Indemnified Persons shall have no greater
liability than if the Limitation did not apply.  (k)Each
Underwriter Indemnified Person which is not a party to this Agreement may
enforce his or its rights under this Section 9 by virtue of the Contracts
(Rights of Third Parties) Act 1999.  Such
persons may only enforce their rights under this Agreement in any given case if
the Underwriter with whom such Underwriter Indemnified Person is affiliated as
an Associated Indemnified Person agrees (without obligation) to take sole
conduct of any action on behalf of any such Underwriter Indemnified Person.
None of the Underwriters will have any liability to any such person for any
action or inaction under or pursuant to this Agreement. The parties to this
Agreement may terminate or vary this Agreement in any way and at any time
without the consent of any such person.  (l)Nothing
in this Section 9 operates to exclude or restrict any duty or liability which
any of the parties may have under the FSMA and which it may not lawfully
exclude or restrict.  (m)No
claim will be brought by an indemnified party or any of its respective
subsidiary undertakings or associates against any director or any other officer
and/or employee of any indemnifying party in respect of any conduct, action or
omission by the individual concerned in connection with this Agreement or any
of the other arrangements contemplated by the Offer Documents or this
Agreement, provided however that this Subsection 9(m) shall not apply to any
claim brought against any director or any other officer and/or employee of any
indemnifying party in respect of such individuals fraud or wilful default.  (n)For
the avoidance of doubt:  (i)the
provisions of this Section 9 are subject to the limitations in
Subsections (k) to (n) (inclusive) of Section 1; and  (ii)an
Underwriter Indemnified Person will not seek to recover any amount paid by way
of indemnity under Subsection (e) or by way of contribution under Subsection (h)
(where Subsection (e) is unavailable or insufficient) pursuant to Subsection
(a), (b) or (c).  62 
   (o)The
obligations of the Company and the Selling Shareholders under this Section 9
shall be in addition to any liability which the Company and the respective
Selling Shareholders may otherwise have. 
Such obligations shall, in addition, extend, upon the same terms and
conditions, to each person, if any, who is the ultimate parent company of any
Underwriter or Sponsor, or the subsidiary or subsidiary undertaking of such
parent, or who controls any Underwriter or Sponsor within the meaning of
Section 15 of the Securities Act or is the director, officer or employee of any
such person (each such person (an associate), as
well as each Underwriter and Sponsor, an Underwriter Indemnified
Person); and the obligations of the Underwriters under this
Section 9 shall be in addition to any liability which the respective
Underwriters may otherwise have and shall extend, upon the same terms and
conditions, to each officer and director of the Company and to each person who
controls the Company or any Selling Shareholder within the meaning of Section
15 of the Securities Act.  The expression
Associated Indemnified Person shall
mean, in relation to any given Underwriter Indemnified Person, an Underwriter
Indemnified Person who is an Underwriter Indemnified Person by virtue of being
an associate of the same Underwriter or Sponsor.  References in this Agreement to an Underwriter
Indemnified Person and an Associated Indemnified Person shall not include
The Goldman Sachs Group, Inc.  (p)The
provisions of Subsection 9(c) shall replace the indemnity provisions
contained in the letter from eircom Group plc to the Sponsors dated
26th February, 2004 (the Indemnity Letter).  Such letter shall terminate and any liability
thereunder shall be extinguished provided that such extinction shall be without
prejudice to this Subsection 9(c) and to Section 1 above which Subsection
and Section shall apply to all facts, matters and circumstances which may have
given rise to any liability under the Indemnity Letter.  10.Termination  If at any time on or before Admission:  (a)it
shall come to the notice of the Sponsors or the Joint Global Co-ordinators that
any statement of a material fact contained in the Listing Particulars is or has
become untrue, incorrect or misleading in any respect, or any matter has
arisen, which would, if the Offer were made at that time, constitute a material
omission from the Listing Particulars, and which in any such case the Sponsors
and the Joint Global Co-ordinators acting in good faith consider to be material
and prejudicial in the context of the Offer; or  (b)on
or after the date of this Agreement (i) a downgrading shall have occurred in
the rating accorded to the debt securities of the Company or any other member
of the Group by any nationally recognised statistical rating organisation as
that term is defined by the SEC for the purposes of Rule 436(g)(2) of the
Securities Act or (ii) any such rating agency shall have publicly announced or
given notice to the Company or any other member of the Group  or to any Underwriter that it has under
surveillance or review, with possible negative implications, its rating of any
of the debt securities of the Company or any other member of the Group; or  63 
   (c)(A)
in the bona fide opinion of the Sponsors and the Joint Global Co-ordinators
there shall have been any material adverse change, or any development involving
a material adverse change, (in each case whether or not foreseeable at the date
of this Agreement) in the condition, financial or otherwise, or in the
earnings, business affairs or business or financial prospects of the Group (for
the avoidance of doubt, considered as one enterprise), whether or not arising
in the ordinary course of business or (B) there shall have occurred a
suspension of, or material limitation in, trading in the securities of the
Company or any other member of the Group on the ISE or the Luxembourg Stock
Exchange (other than as a consequence of a suspension or limitation referred to
in part (A) of paragraph (iv) below); or  (d)on
or after the date hereof there shall have occurred any of the following: (A) a
suspension or material limitation in trading in securities generally on the
ISE, the London Stock Exchange, the New York Stock Exchange or NASDAQ; (B) a
general moratorium on commercial banking activities in London, Dublin or New
York declared by the relevant authorities, a general moratorium on commercial
banking activities declared by the European Central Bank or a material
disruption in commercial banking or securities settlement or clearance services
in the United Kingdom, Ireland or the United States; (C) the outbreak or
escalation of hostilities, or incidence of terrorist action, involving the
United Kingdom, Ireland or the United States or the declaration by the United
Kingdom, Ireland or the United States of a national emergency or war; or (D)
the occurrence of any other calamity or crisis; or (E) any change in
financial, political or economic conditions or currency exchange rates or
controls in the United Kingdom, Ireland, the United States or elsewhere, if in
the case of (C) to (E) above the effect of any such event in the bona fide
judgment of the Sponsors and the Joint Global Co-ordinators makes it
impracticable or inadvisable to proceed with the offer or the delivery of the
Shares to be delivered at the First Date of Delivery on the terms and in the
manner contemplated in the Listing Particulars,  the Sponsors and the Joint Global Co-ordinators acting in good faith
may, in their absolute discretion, by notice in writing given to the Company
and the Selling Shareholders, terminate this Agreement on behalf of all
parties, subject to Section 13.  Where practicable, prior to giving notice under this Section 10, the
Sponsors and the Joint Global Co-ordinators will consult with the Company and
the Selling Shareholders (other than the Part B Selling Shareholders) but a
failure to do so will not invalidate any notice given under this Section 10.  11.Arrangements on Underwriter Default  (a)If
any Underwriter shall default in its obligation to procure subscribers or
purchasers for, or to itself subscribe for or purchase, New Shares or Existing
Firm Shares which it has agreed hereunder to procure subscribers or purchasers
for, or to itself subscribe for or purchase (or, as the case may be, its
obligation to acquire Offer Shares hereunder as principal, which shares for
purposes only of this Section 11 shall be treated as Shares agreed to be
underwritten):  64 
   (i)the
Joint Global Co-ordinators may at their discretion arrange for one or more of the
Underwriters or another party or other parties to subscribe for or purchase, or
procure subscribers for or purchasers of, such Shares on the terms contained
herein;  (ii)if,
within thirty-six hours after such default, the Joint Global Co-ordinators
do not arrange for the subscription or purchase of such Shares as contemplated
by (i) above, then the Company and the Selling Shareholders will be entitled to
a further period of thirty-six hours within which to procure, and will be
entitled to procure, another party or other parties reasonably satisfactory to
the Joint Global Co-ordinators to purchase such Shares on such terms; and  (iii)if,
within either of these 36 hour periods, the Joint Global Co-ordinators notify
the Company and the relevant Selling Shareholders that the Joint Global
Co-ordinators have arranged for the subscription or purchase of such Shares, or
the Company and the relevant Selling Shareholders notify the Joint Global
Co-ordinators that they have arranged for the subscription or purchase of such
Shares, the Joint Global Co-ordinators or the Company and the Selling
Shareholders shall have the right to postpone the relevant Time of Delivery for
a period of not more than seven days, in order to effect whatever changes (if
any) may thereby be made necessary in the Final Listing Particulars, or in any
other documents or arrangements.  (b)If
the default referred to in Subsection 11(a) occurs on, or less than 72 hours
before, the First Time of Delivery, such First Time of Delivery shall be postponed
for a period of 96 hours or such other period as the Joint Global
Co-ordinators, the Company and the Selling Shareholders agree for the purpose
of giving effect to the arrangements referred to in Subsection (a).  (c)The
term Underwriteras
used in this Agreement shall include any of the Joint Global Co-Ordinators and
any other person arranged by the Joint Global Co-Ordinators as referred to in
Subsection 11(a), each in its role of arranging purchasers of or subscribers
for Shares (or, failing which, purchasing or subscribing for Shares) pursuant
to Subsection 11(a) with like effect as if such person had originally been an
Underwriter for the purposes of this Agreement.  (d)If,
after giving effect to any arrangements for the subscription or purchase of
Shares of a defaulting Underwriter or defaulting Underwriters as provided in
Subsection 11(a) above, the aggregate number of such New Shares and Existing
Firm Shares which remains to be subscribed for or purchased does not exceed
one-ninth of the aggregate number of all New Shares and Existing Firm Shares to
be subscribed for and purchased at the First Time of Delivery, then the Company
and the Selling Shareholders will have the right to require each non-defaulting
Underwriter to subscribe for or purchase at the First Time of Delivery (i) the
number of Shares which such non-defaulting Underwriter is obliged to subscribe
for or purchase hereunder at the First Time of Delivery and (ii) such number of
Shares as are attributable to a defaulting Underwriter or Underwriters for
which such arrangements have not been made, which number  65 
   shall be
determined by multiplying the aggregate number of New Shares and Existing Firm
Shares agreed to be underwritten by such defaulting Underwriter or Underwriters
for which such arrangements have not been made by a fraction the numerator of
which is the aggregate number of Existing Firm Shares and New Shares agreed to
be underwritten by such non-defaulting Underwriter as set out opposite its name
in Schedule I hereto and the denominator of which is the aggregate number
of Existing Firm Shares and New Shares agreed to be underwritten by all of the
non-defaulting Underwriters hereunder; but nothing herein shall relieve a defaulting
Underwriter from liability for its default and any such defaulting Underwriter
shall have no right to receive any commissions, expenses or other amounts
hereunder which would, in the absence of such default, have been payable to it
by the Company or the Selling Shareholders.  (e)If,
after giving effect to any arrangements for the subscription or purchase of the
Shares of a defaulting Underwriter or Underwriters as provided in Subsection
11(a) above, the aggregate number of such New Shares and Existing Firm Shares
which remain to be subscribed for or purchased exceeds one-ninth of the
aggregate number of all the New Shares and Existing Firm Shares to be
subscribed for or purchased at the First Time of Delivery, or if the Company
and the Selling Shareholders do not exercise within 24 hours of the end of the
second 36 hour period referred to in Subsection 11(a) the right described in
Subsection 11(d) above to require non-defaulting Underwriters to
subscribe for or purchase the Shares attributable to a defaulting Underwriter
or Underwriters, then this Agreement, shall thereupon terminate, subject to
Section 13.  12.Survival of Obligations and Notification of Breach  (a)The
respective indemnities, agreements, representations, warranties and other
statements of the Company, the Directors, the Retiring Directors, the Selling
Shareholders and the Underwriters, as set forth in this Agreement, shall remain
in full force and effect, regardless of any investigation (or any statement as
to the results thereof) made by or on behalf of any Underwriter or Sponsor or
any controlling person of any Underwriter or Sponsor, or the Company or any of
the Selling Shareholders or any controlling person of the Company or of any
Selling Shareholder, and shall survive delivery of and payment for the Offer
Shares.  (b)Each
of the Company and the Executive Directors hereby agrees to notify the Sponsors
and the Joint Global Co-ordinators immediately (giving reasonable details) if
it comes to its or his knowledge that:  (i)any
statement in Subsection 1(a) was untrue, inaccurate or misleading at the date
of this Agreement or would be untrue, inaccurate or misleading if repeated by
reference to the facts and circumstances existing at any time prior to the last
Date of Delivery; or  (ii)the
Company or any Executive Director is in breach of any of its or his obligations
under this Agreement.  (c)Each
Selling Shareholder hereby agrees to notify the Sponsors and the Joint Global
Co-ordinators immediately (giving reasonable details) if it comes to the  66 
   knowledge of
the Selling Shareholder that any statement in any of its or his representations
and warranties in Subsection 1(b) or Subsection 1(c) was untrue, inaccurate or
misleading at the date of this Agreement or would be untrue, inaccurate or
misleading if repeated by reference to the facts and circumstances existing at
any time prior to the last Date of Delivery or if the Selling Shareholder is in
breach of any of its or his obligations under this Agreement.  (d)Each
Non-Executive Director hereby agrees to notify the Sponsors and the Joint
Global Co-ordinators immediately (giving reasonable details) if it comes to his
knowledge that any statement in Subsection 1(d) was untrue, inaccurate or
misleading at the date of this Agreement or would be untrue, inaccurate or
misleading if repeated by reference to the facts and circumstances existing at
any time prior to the last Date of Delivery or if he is in breach of any of his
obligations under this Agreement.  (e)Each
Retiring Director hereby agrees to notify the Sponsors and the Joint Global
Co-ordinators immediately (giving reasonable details) if it comes to his
knowledge that any statement in Subsection 1(d) was untrue, inaccurate or
misleading at the date of this Agreement or if he is in breach of any of his
obligations under this Agreement.  13.Consequences of Termination  (a)If
this Agreement terminates pursuant to Section 8 or is terminated pursuant to
Section 10 the Company shall pay all costs and expenses incurred by each of the
Underwriters and Sponsors under or in connection with this Agreement or their
appointments hereunder up to and including the date of termination but neither
it nor any of the Selling Shareholders shall have any liability to pay any
commissions pursuant to Section 7(a) to (c).  (b)If
this Agreement terminates pursuant to Subsection 11(e) such termination shall
be without liability on the part of any non-defaulting Underwriter but shall
not relieve a defaulting Underwriter from liability for its default.  In the event of such termination neither the
Company nor any of the Selling Shareholders shall have any liability to pay any
commissions pursuant to Sections 7(a) to (c).  (c)If
for any reason other than the circumstances referred to in Subsection 13(a) or
(b) any Offer Shares are not delivered by or on behalf of the Company or any of
the Selling Shareholders as provided herein:  (i)such
person will; or  (ii)where
there is more than one such person, each such person will, in the proportion
which the number of Offer Shares it or he has failed to deliver bears to the
total number of Offer Shares that all such persons have failed to deliver,  reimburse the Underwriters for all out-of-pocket expenses, including
fees and disbursements of counsel, reasonably incurred by the Underwriters in
making  67 
   preparation
for the purchase, sale and delivery of such Offer Shares, but such person or
persons shall then be under no further liability to any Underwriter in respect
of the Shares not so delivered except as provided in Sections 7(a) to (c), 9
and 17 of this Agreement.  (d)In
the event of termination of this Agreement for any reason such termination
shall be without prejudice to Sections 1, 9, 13, 14, 15 and 16 to 21
(inclusive), which provisions shall survive termination.  14.Reliance; Notices  (a)In
all dealings under this Agreement, the Joint Global Co-ordinators shall act on
behalf of each of the Underwriters, and the parties hereto shall be entitled to
act and rely upon any statement, request, notice or agreement on behalf of any
Underwriter made or given by the Joint Global Co-ordinators.  (b)In
all dealings with any Selling Shareholder hereunder, the Joint Global Co-ordinators,
the other Underwriters, the Sponsors and the Company shall be entitled to act
and rely upon any statement, request, notice or agreement on behalf of such
Selling Shareholder made or given by any or all of the Attorneys for such
Selling Shareholder identified in Schedule II hereto.  (c)All
statements, requests, notices and agreements under this Agreement shall be in
writing and:  (i)if
to the Joint Global Co-ordinators, the Underwriters or the Sponsors (or any of
them), shall be delivered or sent by mail or facsimile transmission to them in
care of Goldman Sachs International, Peterborough Court, 133 Fleet Street,
London EC4A 2BB, England, Attention: Equity Capital Markets, fax no. +44 20
7774 1550 and Morgan Stanley & Co. International Limited, 25 Cabot Square,
Canary Wharf, London E14 4QA, England, Attention Global Capital Markets, fax
no. +44 20 7677 7999.  (ii)if
to any Selling Shareholder (other than a Part B Selling Shareholder) or to a
Retiring Director, shall be delivered or sent by mail or facsimile transmission
for the attention of such Selling Shareholder or Retiring Director (as the case
may be), care of :  Providence Entities and Messrs Nelson/Salem/Hahn/SubramanianUgland HouseP.O. Box 309
  GTSouth Church
  StreetGeorge TownGrand Cayman
  
  Fax no:Cayman
  Islands
  
  +134 5949
  8080with a copy
  to:  68 
   Providence Equity Partners Limited78 Brook Street
  
  Fax no:London SW1Y 5ES
  
  +44 20 7629 2778Soros Entities and Messrs Sousou and GabranKnightstown
  Investor LimitedCaledonian
  Bank and Trust LimitedCaledonian
  HouseJennett
  StreetP.O. Box
  1043 GTGeorge TownGrand Cayman
  
  Fax no:Cayman
  Islands
  
  c/o + 44 20
  7451 2022and:EMOF L.L.C.1013 Centre
  RoadWilmingtonNew Castle
  CountyDelaware
  19805-1297
  
  Fax no:USA
  
  c/o +44 20
  7451 2022with a copy
  to:Soros Private Equity Partners Limited83 Pall MallLondon
  
  Fax no:SW15 5ES
  
  +44 20 7451 2022For the attention of: Messrs Ramez Sousou and Filippo
  CardiniYoghal Trading Limited9 Arch Makarious AvenueLazaros Centre1st FloorLarnaca
  
  Fax no:Cyprus
  
  +357 4 626 106For the attention of: Dimitria Coucouni Esqwith a copy
  to:Matheson Ormsby Prentice30 Herbert Street
  
  Fax no:Dublin 2
  
  +353 1 619 9010  69 
   For the attention of: John Ryan Esq  and  (iii)if
to the Company, a Director, a Part B Selling Shareholder, Lionheart Ventures
(Overseas) Limited or Hazelview Limited will be delivered or sent by mail or
facsimile transmission to the head office address of the Company set forth in
the Final Listing Particulars or to fax no. 353-1-6799891, Attention: the
Company Secretary,  provided, however, that any notice to an Underwriter pursuant to
Section 9(e) hereof shall be delivered or sent by mail or facsimile
transmission to such Underwriter at its address set forth in the Final Listing
Particulars.  (d)Any
such statement, request, notice or agreement referred to in Subsection 14(c)
shall take effect upon receipt thereof.  15.Successors and Assigns  (a)Subject
to Subsection 15(b), this Agreement shall be binding upon, and inure solely to
the benefit of, the Underwriters, the Sponsors, the Company, the Directors, the
Retiring Directors and the Selling Shareholders and their respective heirs,
executors, administrators, successors and assigns and no other person shall
have or acquire any right under or by virtue of this Agreement whether pursuant
to the Contracts (Rights of Third Party) Act 1999 or otherwise.  No purchaser of any Shares from any
Underwriter shall be deemed a successor or assign by reason merely of such
purchase.  (b)Subsection
6(a)(xi) and the provisions of Section 9 shall, subject to Subsection 6(a)(xi)
and Subsection 9(k) respectively, be binding upon, and inure to the benefit of,
the persons referred to in those provisions who are not parties to this
Agreement and their respective heirs, executors, administrators, successors and
assigns.  16.General  (a)The
rights and obligations of each of the Underwriters and Sponsors under this
Agreement are several. Each Underwriter and Sponsor shall (save as otherwise
agreed among them) have the right to protect and enforce its rights without
joining the other Underwriters and Sponsors or (as the case may be) the other
Sponsor in any proceedings.  (b)The
provisions of this Agreement are without prejudice to any liabilities which any
of the parties may have under any law or statute (including, without
limitation, the FSMA, the European Communities (Stock Exchange) Regulations,
1984 (as amended) and the Securities Act) provided that this provision shall
not limit the provisions or application of Section 9 hereof.  (c)If
any provision in this Agreement should be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not
in any  70 
   way be affected
thereby.  No variation of this Agreement
shall be effective unless in writing and signed by or on behalf of each of the
parties to this Agreement.  (d)Save
where otherwise stated, no neglect, delay or indulgence by any of the parties
to this Agreement in enforcing the agreements, representations, warranties,
undertakings or indemnities set out in this Agreement or in enforcing any other
term or condition of this Agreement shall be construed as a waiver thereof.  (e)Notwithstanding
any rule of law or equity to the contrary, any release, waiver or compromise or
any other arrangement of any kind whatsoever which any of the parties to this
Agreement may agree to or effect as regards one or more of the other parties in
connection with this Agreement and, in particular (but without limitation), in
connection with the agreements, representations, warranties, undertakings and
indemnities set out or referred to in this Agreement shall not affect the
rights of any of the other parties to this Agreement nor the rights of any
person as regards any other of such parties or any rights any person may have
at common law or otherwise.  (f)The
failure by any of the Underwriters or Sponsors to perform its obligations
hereunder shall not affect the obligations of the Company and the Selling
Shareholders to the other Underwriters and Sponsors or (as the case may be) the
other Sponsor and, subject to Section 11 hereof, none of the Underwriters shall
be liable to any other person for the failure by any of the other Underwriters
to perform its obligations hereunder.  (g)Each
of the Company, the Directors and the Selling Shareholders hereby acknowledges
and agrees that in acting as Sponsors, Joint Global Co-ordinators,
Co-lead Managers and Underwriters:  (i)each
such institution is and has been acting for the Company and no one else (save
that, in respect of the IB Principal Shares, the Irish Brokers are acting as
principals and not for the Company) and will not regard and has not regarded
any other person as its client and will not be and has not been responsible to
anyone other than the Company for providing the protections afforded to clients
of such institution nor for providing advice in relation to the offering of the
Offer Shares; and  (ii)each
such institution does not owe any duty or responsibility to the Directors, the
Retiring Directors or the Selling Shareholders, nor does it owe any duty or
responsibility to the Company to render any additional advice, perform any
additional work (save to the extent expressly set out herein or, in relation to
the Company and in respect of Goldman Sachs International and Morgan Stanley
& Co. International Limited, as may be required under the Listing Rules in
their capacity as sponsors) or to take any additional care, in each case by
virtue of the fact that any Listing Particulars have been or are to be
distributed to any person or by virtue of the fact that the Selling
Shareholders have been contemplating whether or not to dispose of  71 
   Shares in
connection with the offering of the Offer Shares, the terms on which any such
disposal may be made and the terms of any other arrangements to be entered into
by them in connection with the offering of the Offer Shares.  (h)The
Company and each Selling Shareholder undertakes to the Joint Global
Co-ordinators on behalf of the Underwriters not to give or, so far as is within
its powers, permit to be given any direction to any person, and not to take any
other action, which is inconsistent with its or his obligations, or any of the
powers, authorities or discretions conferred by it or him, hereunder and, in
particular, not to create any adverse interest over Offer Shares to be allotted
and issued or to be transferred by it or him (as the case may be) pursuant to
this Agreement.  (i)Each
Selling Shareholder irrevocably and unconditionally instructs the Company, and
the Company agrees, to give effect to any stock transfer form or application
for registration in respect of Existing Shares delivered pursuant to the terms
of this Agreement to the exclusion of any instruction it may receive from any
Selling Shareholder after the execution of this Agreement.  (j)All
headings in this Agreement shall be for illustrative purposes and shall not
affect the meaning or construction of this Agreement.  (k)Reference
in this Agreement to times and dates are to London times and dates.  (l)Reference
in this Agreement to any document expressed to be in agreed
form means a document in the form
initialled, for the purpose of identification only, by Freshfields Bruckhaus
Deringer and Slaughter and May subject to any changes which the Company, the
Selling Shareholders and the Joint Global Co-ordinators may agree; no such
initialling shall imply approval of all or any part of its contents by or on
behalf of the person initialling it or any of the parties to this Agreement.  (m)Each
party acknowledges and represents that it has not relied on or been induced to
enter into this Agreement by a representation, warranty or undertaking (whether
contractual or otherwise) other than those expressly set out in this
Agreement.  This Agreement, the other
agreements and documents entered into pursuant to Section 5 hereof or
Section 8(l) hereof and the letters to the Company dated 4 March, 8 March
and 9 March from J&E Davy, Merrion Capital Group and Goodbody Stockbrokers,
respectively, constitute the entire agreement between the parties hereto
relating to the subject matter of this Agreement.  (n)A
party is not liable to any other party (in equity, contract or tort (including
negligence), under the Misrepresentation Act 1967 or in any other way) for a
representation, warranty or undertaking that is not set out in this Agreement.  (o)Nothing
in this Section 16 shall have the effect of limiting or restricting any
liability of a party arising as a result of any fraud.  72 
   (p)Subject
to Admission:  (i)each
Selling Shareholder irrevocably and unconditionally waives for the benefit of
the Company, the Sponsors, the Joint Global Co-ordinators, each of the other
Underwriters and each person who agrees to acquire Shares pursuant to the Offer
and the other arrangements contemplated by the Offer Documents any failure,
prior to the date of this Agreement, by any person at any time duly and
properly to comply with the pre-emption provisions of, or any provisions
imposing restrictions on transfer under, the Companies Act or the Articles of
Association of the Company (or any other agreement as to pre-emption or
restrictions on transfer in existence at any time to which they were party) in
respect of any allotment, issue, sale or transfer of any shares of any class in
the capital of the Company at that or any other time and any allotment, issue,
sale or transfer to be made pursuant to the Offer; and the Selling Shareholders
consent to the allotment, issue and transfer of Shares pursuant to the Offer,
the arrangements contemplated by the Offer Documents and this Agreement; and  (ii)each
Selling Shareholder (other than the Part B Selling Shareholders) irrevocably
and unconditionally waives for the benefit of the Company, the Sponsors, the
Joint Global Co-ordinators, each of the other Underwriters and each person who
agrees to acquire Shares pursuant to the Offer all claims of any kind against
the Company, its subsidiaries, subsidiary undertakings and associates, and the
directors, officers, agents and employees of each of them (each a Company Party and, together, the Company
Parties), save as disclosed in the Final Listing Particulars,
arising out of, or based upon, facts or circumstances relating to the Group
existing or occurring at or prior to the publication of the Final Listing
Particulars (Relevant Circumstances).  For the avoidance of doubt, the foregoing
waiver shall not apply to claims (Offer Claims)
arising out of any breach by any Company Party of obligations owed to the
Selling Shareholders (other than the Part B Selling Shareholders) set out in
this Agreement or of any obligations which any Company Party may owe to such
Selling Shareholder under law or statute in relation to the offering and sale
of the Offer Shares (save that, in the event of a winding up of the Company,
any such Offer Claim or Offer Claims against the Company shall rank subordinate
to any and all claims of the Underwriters and/or Sponsors and/or other
Underwriter Indemnified Persons under this Agreement (Underwriter
Claims) and no payment shall be made in respect thereof unless all
Underwriter Claims have been paid in full prior to such payment).  In addition, the foregoing waiver is subject
to the following provisos:-  (A)where a claim or action (not
being an Offer Claim) is made or taken against a Selling Shareholder by a
Company Party or a third party unconnected with any of the Selling Shareholders
(a Company or Third Party Claim) which
arises out of or is  73 
   based upon
Relevant Circumstances this Subsection 16(p)(ii) shall not limit the right
or ability of the Selling Shareholder to make any claim against a Company Party
relating to matters that are the subject matter of the Company or Third Party
Claim up to an aggregate amount not exceeding that claimed or recovered by the
Company Party or unconnected third party against the Selling Shareholder, and
any related reasonable costs and expenses, provided that (i) the aggregate
amount actually recovered (irrespective of amounts claimed) from all Company
Parties in respect of any Company or Third Party Claim shall not exceed the
aggregate amount recovered from the Selling Shareholder plus its related
reasonable costs and expenses and (ii) for the avoidance of doubt, this
Subsection 16(p)(ii) does not create a separate or independent ground for
liability of a Company Party not existing independently of this
Subsection 16(p)(ii);  (B)the waiver is made for the
Selling Shareholder itself only and shall not apply to or limit any claims that
may be made by any director, officer, employee or individual agent, advisor or
representative of such Selling Shareholder;  (C)the waiver shall not apply to
any claims for payment of principal, interest, penalties, dividends or other
sums to the extent that they are due and payable under debt instruments or
shares (other than the Shares) issued by the Company and held by such Selling
Shareholder; and  (D)the waiver shall not apply to
reimbursements for fees, costs and expenses payable under any agreement with
the Company or another member of the Group where the aggregate of such reimbursements
for all Selling Shareholders does not exceed 750,000.  (q)Business Day means a day (other than a Saturday or Sunday)
on which banks are open for business (other than solely for trading and
settlement in Euro) in London.  (r)Notwithstanding
that this Agreement is entered into and delivered by certain parties hereto as
a deed the statutory limitation periods will apply as if it had been executed
by all parties as an agreement.  17.Taxes  (a)The
Company shall bear the cost of, and shall accordingly indemnify the relevant
Underwriter or Underwriters and the Stabilising Manager in respect of, any and
all Transfer Duty arising in respect of any allotment of any New Shares to or
for the account of, or any subscription of New Shares by, any of the Underwriters
or (as the case may be) any persons procured by any of the Underwriters as
contemplated by this Agreement.  The
Company shall not be  74 
   liable
pursuant to this Subsection 17(a) to bear or indemnify any person in respect of
any United Kingdom stamp duty or stamp duty reserve tax (or any associated
fines, penalties or interest) that arises pursuant to Sections 67, 70, 93
and/or 96 of the Finance Act 1986.  For
the avoidance of doubt, the Company shall not be liable to pay any amount or
sum under this Subsection 17(a) to the extent that such amount or sum has
already been paid by the Company to (A) the relevant Underwriter or
Underwriters or the Stabilising Manager, as the case may be, under this Subsection
or (B) the Inland Revenue or other relevant tax authority in payment of the
relevant Transfer Duty.  (b)Each
of the Selling Shareholders shall bear the cost of, and shall accordingly
indemnify the relevant Underwriter or Underwriters and the Stabilising Manager
in respect of, any and all Transfer Duty arising as a result of any transfer,
or agreement to transfer, by such Selling Shareholder to or for the account of
any of the Underwriters or (as the case may be) persons procured by any of the
Underwriters of any Existing Firm Shares as contemplated by this
Agreement.  For the avoidance of doubt, a
Selling Shareholder shall not be liable to pay any amount or sum under this
Subsection 17(b) to the extent that such amount or sum has already been paid by
such Selling Shareholder to (A) the relevant Underwriter or Underwriters or the
Stabilising Manager, as the case may be, under this Subsection 17(b) or
(B) the Inland Revenue or other relevant tax authority in payment of the
relevant Transfer Duty.  Provided that, in determining the liability of any Selling Shareholder
under this Subsection 17(b):  (i)it
shall be assumed for such purposes that the rate of any capital duty, stamp
duty, stamp duty reserve tax or other transfer or issue tax or duty applicable
to any such transfer, or agreement to transfer, does not exceed 0.5 per cent.
(or such higher statutory rate as may then apply for the purposes of Section 87
of the Finance Act 1986 or any legislation replacing, supplementing or amending
the same) and that the amount or value of the consideration for such transfer
or agreement to transfer does not exceed the Offer Price multiplied by the
number of Existing Firm Shares to which such transfer or agreement relates; and  (ii)if
and to the extent that any Share is transferred, or agreed to be transferred,
to more than one purchaser, there shall only be taken into account for such
purposes the Transfer Duty which arises in respect of the first such agreement
or transfer to which this Subsection 17(b) relates (and accordingly any
subsequent or additional transfer or agreement to which this Subsection 17(b)
would also otherwise apply shall be disregarded for such purposes).  (c)Any
Transfer Duty arising in respect of any transfer of, or agreement to transfer,
any Shares entered into by, or by any agent of, the Stabilising Manager (on
behalf of the Stabilising Manager or any Greenshoe Shareholder) pursuant to any
over-allocation of Shares contemplated by Section 3 of this Agreement (such
agreement or transfer being referred to as an Over-allocation and such  75 
   Shares being
referred to as Over-allocated Shares) shall be borne by the Company or the
Greenshoe Shareholders as follows:  (i)if
any Greenshoe Shareholder is required (following the determination of amount
X as described in Subsection 3(d)) to transfer any Optional Shares to the
Stabilising Manager or (as the case may be) any purchaser procured by, or by
any agent of, the Stabilising Manager pursuant to this Agreement (the number of
Optional Shares so required to be transferred by such Greenshoe Shareholder
being referred to in this Section 17 as the Greenshoe-Sourced Number, and the
aggregate number of Optional Shares so required to be transferred by all of the
Greenshoe Shareholders being referred to in this Section 17 as the Total
Greenshoe-Sourced Number), such Greenshoe Shareholder shall bear, and shall
accordingly indemnify the Stabilising Manager and the Underwriters in respect
of, any Transfer Duty which arises on any transfer of, or agreement to
transfer, the Greenshoe-Sourced Number of Over-allocated Shares pursuant to the
Over-allocation; and  (ii)if
the Total Greenshoe-Sourced Number is less than the Maximum Greenshoe
Number  (such difference being referred
to in this Section 17 as the Committed Undrawn Number), the Company shall
bear, and shall accordingly indemnify the Stabilising Manager and the
Underwriters in respect of, any Transfer Duty which arises on any transfer of,
or agreement to transfer, any Over-allocated Shares pursuant to the
Over-allocation provided that the aggregate number of Over-allocated  Shares to which this Sub-paragraph (ii)
applies shall not exceed the Committed Undrawn Number.  For the avoidance of doubt, neither the Company nor any Greenshoe
Shareholder shall be liable to bear, or to indemnify any party for, any
Transfer Duty which arises on any transfer, or agreement to transfer, any
Over-allocated Shares pursuant to the Over-allocation if and to the extent that
the aggregate number of Over-allocated Shares exceeds the Maximum Greenshoe
Number.  For the avoidance of doubt, neither the Company nor any Greenshoe
Shareholder shall be liable to bear, or to indemnify any party for, any
Transfer Duty arising on the acquisition by the Stabilisation Manager of any
Optional Shares (but without prejudice to any liability of the Company or any
Selling Shareholder to bear, and to indemnify the Stabilising Manager and any
Underwriter in respect of, Transfer Duty arising on the Over-allocation
pursuant to Subsection 17(c)(i) and (ii) above, such liability being calculated
by reference to the number of Optional Shares required to be transferred
pursuant to this Agreement, on the terms set out above).  For the avoidance of doubt, neither the Company nor any Greenshoe
Shareholder shall be liable to pay any amount or sum under this Subsection
17(c) to the extent that such amount or sum has already been paid by the
Company or such Greenshoe Shareholder, as the case may be, to (A) the
Stabilising Manager or the relevant Underwriter, as the case may be, under this  76 
   Subsection
17(c) or (B) the Inland Revenue or other relevant tax authority in payment of
the relevant Transfer Duty.  Provided that, in determining the liability of any Greenshoe
Shareholder or the Company under this Subsection 17(c):  (i)it shall be assumed for
such purposes that the rate of any capital duty, stamp duty, stamp duty reserve
tax or other transfer or issue tax or duty applicable to any such transfer, or
agreement to transfer, does not exceed 0.5 per cent. (or such higher statutory
rate as may then apply for the purposes of Section 87 of the Finance Act 1986
or any legislation replacing, supplementing or amending the same) and that the
amount or value of the consideration for such transfer or agreement to transfer
does not exceed the Offer Price multiplied by the number of Over-allocated
Shares to which such transfer or agreement relates; and  (ii)if and to the extent that
any Share is transferred, or agreed to be transferred, to more than one
purchaser, there shall only be taken into account for such purposes the
Transfer Duty which arises in respect of the first such agreement or transfer
to which this Subsection 17(c) relates (and accordingly any subsequent or
additional transfer or agreement to which this Subsection 17(c) would also
otherwise apply shall be disregarded for such purposes).  (d)Any
amount payable by the Company, any Selling Shareholder or any Greenshoe
Shareholder (the relevant party) to any Underwriter or the Stabilising
Manager pursuant to Subsections 17(a), 17(b) and/or 17(c) above shall be paid
as follows:  (i)Goldman
Sachs International shall deduct from any amount payable by Goldman Sachs
International (on behalf of itself, any other Underwriter or the Stabilising
Manager, as the case may be) pursuant to this Agreement to the relevant party
(the relevant amount) any amount payable by the relevant party to the
Stabilising Manager or any Underwriter pursuant to Subsection 17(a), 17(b)
and/or 17(c) above (excluding, for the avoidance of doubt, in the case of
Subsection 17(a), any amount of Irish capital duty, and any costs, fines,
penalties or interest related to such Irish capital duty, for which the Company
bears sole liability).  Such deduction
may include Goldman Sachs Internationals estimate of the maximum amount that
will become payable by the relevant party to the Stabilising Manager or any Underwriter
pursuant to Subsection 17(a), 17(b) and/or 17(c) above, provided that:  (A)a note showing such estimate and
the basis on which it was calculated is provided to the relevant party not
later than one Business Day before the date on which the relevant amount is due
to be paid under this Agreement to the relevant party;  77 
   (B)Goldman Sachs International
shall act reasonably in determining such estimate, but Goldman Sachs
International shall be entitled to estimate in its absolute discretion the
Total Greenshoe-Sourced Number, the Greenshoe-Sourced Number in relation to any
Greenshoe Shareholder and the Committed Undrawn Number each referred to in
Subsection 17(c); and  (C)if any amount or sum has already
been paid by the Company or any Selling Shareholder or Greenshoe Shareholder,
as the case may be, to the Inland Revenue or other relevant tax authority and
is accordingly to be excluded from Subsection 17(a), 17(b) or 17(c) above, then
in preparing the estimate referred to in Subsection 17(d)(i) above, Goldman
Sachs International shall be required to take such fact into account if (and
only if) the relevant party has provided to Goldman Sachs International, not
later than three Business Days before the date on which the relevant amount is due
to be paid under this Agreement to the relevant party, a written confirmation
that it has so paid such amount or sum together with such receipt for or other
evidence of such payment as Goldman Sachs International may reasonably require.
Goldman Sachs International shall not otherwise be required to take such fact
into account in preparing such estimate (but without prejudice to Subsection
17(d)(iv) below);  (ii)if
and to the extent that Goldman Sachs International deducts any amount in
respect of any Transfer Duty pursuant to Subsection 17(d)(i) above, Goldman
Sachs International shall promptly account to the Inland Revenue or other
relevant tax authority for such Transfer Duty, and shall to the extent
appropriate and practicable arrange for any relevant stock transfer forms (if
in its possession) to be stamped;  (iii)if
and to the extent that the aggregate amount actually payable by the relevant
party to the Stabilising Manager or any Underwriter pursuant to Subsection
17(a), 17(b) and/or 17(c) above exceeds the aggregate amount deducted pursuant
to Subsection 17(d)(i) above from payments made to the relevant party under
this Agreement, the relevant party shall promptly on demand pay to Goldman
Sachs International (on behalf of itself, the other Underwriters and/or the
Stabilising Manager, as the case may be) a sum sufficient to discharge such
excess, and the relevant party shall indemnify the Underwriters and the
Stabilising Manager against all losses, damages, charges and expenses suffered
or incurred by the relevant Underwriter or the Stabilising Manager in
connection with enforcing its rights against the relevant party pursuant to
Subsection 17(a), 17(b) and/or 17(c) above; and  (iv)to
the extent that the aggregate amount actually payable by the relevant party to
the Stabilising Manager or any Underwriter pursuant to Subsection 17(a), 17(b)
or 17(c) above is less than the aggregate  78 
   amount
deducted pursuant to Subsection 17(d)(i) above from payments made to the
relevant party under this Agreement, Goldman Sachs International shall,
promptly after the Stabilisation Date of Delivery, pay the excess to the
relevant party, provided however that, if and to the extent that Goldman Sachs
International, the relevant Underwriter or the Stabilising Manager has paid
such amount over to the relevant tax authority, the relevant party shall be
entitled to payment of such excess (and any interest received from the tax
authority on overpaid tax) only if and to the extent that Goldman Sachs
International, the relevant Underwriter or the Stabilising Manager receives a
refund of all or part of such amount from the relevant tax authority.  (e)For
the purposes of this Section 17, Transfer Duty means any capital duty, stamp
duty and/or stamp duty reserve tax or other transfer or issue taxes or duties
and any related costs, fines, penalties or interest (other than any fines,
penalties or interest that would not have been payable but for any negligence
or default on the part of the relevant Underwriter or Stabilising Manager)
arising under the laws of:  (i)the
United Kingdom;  (ii)Ireland;
or  (iii)any
other jurisdiction to the extent that the foregoing would not have so arisen
but for the Company being resident or incorporated in or having any permanent
establishment, branch or agency in such jurisdiction or the execution of any
document or instrument or performance of any act or transaction in such
jurisdiction by the Company (or any agent of the Company, other than the Underwriters
or the Stabilising Manager) in connection with the allotment or issue of the
relevant New Shares or (as the case may be) the sale or delivery of the
relevant Existing Shares (other than any such execution or performance at the
direction or request of the Underwriters, the Stabilising Manager or the
relevant subscriber or purchaser).  (f)For
the avoidance of doubt, any reference in this Section 17 to any allotment of
any New Shares to or for the account of, or any subscription of New Shares by,
any of the Underwriters shall be taken to include a reference to any allotment
of IB Principal New Shares to or for the account of, or any subscription of IB
Principal New Shares by, any Irish Broker as contemplated by Subsection
3(a)(i), and any reference in this Section 17 to any transfer of, or any
agreement to transfer, Existing Firm Shares to or for the account of any
Underwriter shall be taken to include a reference to any transfer of, or any
agreement to transfer, IB Principal Existing Firm Shares to or for the account
of any Irish Broker as contemplated by Subsection 3(a)(ii).  (g)If,
in consequence of any default by any Underwriter (a Defaulting Underwriter)
as contemplated in Subsection 11(a), such Defaulting Underwriter  79 
   fails to
either procure purchasers or subscribers for or to purchase or subscribe for
any Offer Shares:  (i)the
Company, the Selling Shareholders and the Greenshoe Shareholders shall not be
liable to such Defaulting Underwriter under Subsections 17(a), 17(b) and 17(c)
in respect of such Offer Shares; but  (ii)for
the avoidance of doubt, and without prejudice to Subsection 11(c), if and to
the extent that, as contemplated in Subsection 11(a), any other Underwriter,
any of the Joint Global Co-ordinators and/or any person arranged by the Joint
Global Co-ordinators procures purchasers or subscribers for, or purchases or
subscribes for, such Offer Shares, 
Subsections 17(a) to 17(e) (inclusive) shall apply in respect of such
Offer Shares as if any reference in such Subsections to an Underwriter were
taken to include a reference to (1) any such other Underwriter, (2) any such
Joint Global Co-ordinator and/or (as the case may be) (3) any such other person
arranged by the Joint Global Co-ordinators to procure purchasers of or
subscribers for or, failing which, to purchase or subscribe for such Offer
Shares as contemplated in Subsection 11(a).  (h)Any
amount payable under this Agreement to any of the Underwriters or the
Stabilising Manager by the Company and/or any Selling Shareholder (as the case
may be) is exclusive of any value added tax imposed under the Value Added Tax
Act 1994, any regulations promulgated thereunder or the Sixth Directive of the
European Community or any other tax of a similar nature (referred to in this
Agreement as VAT) chargeable on any supply for which that amount is (or is
deemed to be) the consideration.  If any
such VAT is chargeable in respect thereof, the Company and/or the relevant
Selling Shareholder (as the case may be) shall, subject to receipt of a proper
VAT invoice, pay to the relevant Underwriter or the Stabilising Manager (as the
case may be), in addition to and at the same time as paying that amount, an
amount equal to that VAT.  (i)For
the avoidance of doubt, where this Agreement requires the Company and/or any
Selling Shareholder (as the case may be) to reimburse any of the Underwriters,
the Stabilising Manager or any other indemnified person (as defined in
Subsection 9(f)) for, or indemnify any of the Underwriters, the Stabilising
Manager or any other indemnified person against, any cost or expense or
otherwise bear or pay any cost or expense which would or might otherwise be
borne or paid by any of the Underwriters, the Stabilising Manager or such other
indemnified person, the amount of any such cost or expense shall for such
purposes include all related amounts in respect of VAT incurred by the relevant
Underwriter, the Stabilising Manager or such other indemnified person (as the
case may be) to the extent (and only to the extent) that the relevant
Underwriter, the Stabilising Manager or such other indemnified person (as the
case may be) reasonably determines that it (or the representative member of any
VAT group of which it is a member for VAT purposes) is not entitled to credit
for, or repayment of, the relevant VAT.  80 
   (j)All
sums payable to any Underwriter, the Stabilising Manager or any other
indemnified person (as defined in Subsection 9(f)) pursuant to this Agreement
shall be paid free and clear of all deductions or withholdings unless the
deduction or withholding is required by law, in which event (except in the case
of interest) the person obliged to pay such sum (referred to in this Subsection
17(j) as the relevant payer) shall pay such additional amount as is required
to ensure that the net amount received by such Underwriter, the Stabilising
Manager or such other indemnified person (referred to in this Subsection 17(j)
as the relevant payee) is equal to the full amount which would have been
received by the relevant payee if no such deduction or withholding had been
made.  If the relevant payer pays such an
additional amount and the relevant payee determines (acting in good faith) that
it has obtained a refund of tax or obtained and utilised a tax credit by reason
of the relevant payers making such deduction or withholding, the relevant
payee shall pay to the relevant payer as soon as reasonably practicable (to the
extent possible, by way of refund of such additional amount) such amount as the
relevant payee may determine (acting in good faith) to be such part of such
refund or the tax saved as a result of such tax credit as shall leave the
relevant payee, after such payment to the relevant payer,  in no worse and, to the extent possible, no
better position than it would have been in if no such deduction or withholding
had been required.  (k)If
any Underwriter, the Stabilising Manager or any other indemnified person (as
defined in Subsection 9(f)) (each referred to in this Subsection 17(k) as the
relevant payee) is subject to a liability to tax in respect of any sum
payable hereunder by way of indemnity, reimbursement or damages (including any
sum payable by way of indemnity under this Section 17 or Section 9 or
reimbursement under Section 7, but excluding interest and excluding damages to
the extent that the amount of the damages takes into account any liability to
tax on the receipt of such damages payment and, for the avoidance of doubt,
excluding any commission payable under Subsection 7(a), 7(b) or 7(c)), the
person obliged to pay such sum shall pay such additional amount as is required
to ensure that the net amount received and retained by the relevant payee,
after taking account of such liability to tax, is equal to the full amount
which would have been received and retained by the relevant payee if no such
liability to tax had arisen.  (l)In
calculating any sum payable to any Underwriter or the Stabilising Manager by
way of indemnity under this Section 17, or any sum payable to any indemnified
person (as defined in Subsection 9(f)) by way of reimbursement under Section 7
(excluding, for the avoidance of doubt, any commission payable under Subsection
7(a), 7(b) or 7(c)), there shall be taken into account (i) the amount by which
any liability to tax of such Underwriter, the Stabilising Manager or such
indemnified person (or any person which is a member of the same group as such
person), as the case may be, is or will be actually reduced or extinguished by
the matter giving rise to such payment by way of indemnity or reimbursement (as
determined by such Underwriter, the Stabilising Manager or such indemnified
person, as the case may be, acting reasonably) and (ii) the period of time
between the date on which such sum is due to be paid and the date on which the
benefit of such reduction or extinction is or will be obtained and the  81 
   time value of
money (as determined by such Underwriter, the Stabilising Manager or such
indemnified person, as the case may be, acting reasonably).  18.Time of the Essence  Time
shall be of the essence in this Agreement.  19.Submission to Jurisdiction  (a)Each
of the parties hereto irrevocably (i) agrees that any legal suit, action or
proceeding against the Company, any Director any Retiring Director or any
Selling Shareholder brought by any Underwriter, Sponsor or other Underwriter
Indemnified Person arising out of or based upon this Agreement or the transactions
contemplated hereby may be instituted in any court of England and Wales,
Ireland or New York, (ii) waives, to the fullest extent it may effectively do
so, any objection which it may now or hereafter have to the laying of venue of
any such proceeding and (iii) submits exclusively to the jurisdiction of such
courts in any such suit, action or proceeding provided that if any suit, action
or proceeding is brought against any Underwriter or Sponsor in a court in any
other jurisdiction, such Underwriter or Sponsor may, if it receives legal
advice to the effect that it is advisable to do so, join the Company and/or any
Director or Directors and/or any Retiring Director of Retiring Directors and/or
any or all of the Selling Shareholders to such suit, action or proceeding, and
each of the Company, the Directors, the Retiring Directors and the Selling
Shareholders irrevocably submits to the jurisdiction of such courts in relation
to any such suit, action or proceeding.  (b)Each
of the parties hereto (other than the Underwriters and the Sponsors) with an
address outside England shall at all times maintain an agent for service of
process and any other documents and proceedings in England or any other
proceedings in connection with this Agreement. 
Such agent shall be A&L Goodbody at Augustine House, Austin
Friars, London EC2N 2HA, in the case of all such parties other than Goldman
Sachs Group Inc., and, in the case of Goldman Sachs Group Inc., shall be
Goldman Sachs International, Peterborough Court, 133 Fleet Street, London EC4A
2BB, and any writ, judgment or other notice of legal process shall be
sufficiently served on the relevant party if delivered to such agent at its
address for the time being.  Each of the
parties (other than the Underwriters and the Sponsors) with an address outside
England irrevocably undertakes not to revoke the authority of the above agent
and if, for any reason, the Joint Global Co-ordinators request such party to do
so, it shall promptly appoint another such agent with an address in England and
advise each of them.  If, following such
request, the relevant party fails to appoint another agent, the Joint Global
Co-ordinators shall be entitled to appoint one on the relevant partys behalf
and at such partys expense  (c)Each
of the parties (other than the Underwriters and the Sponsors) with an address
outside Ireland shall at all times maintain an agent for service of process and
any other documents and proceedings in Ireland or any other proceedings in
connection with this Agreement.  Such
agent shall be A&L Goodbody at International Financial Services Centre,
North Wall Quay,  82 
   Dublin 1,
Ireland and any writ, judgment or other notice of legal process shall be
sufficiently served on the relevant party if delivered to such agent at its
address for the time being.  Each of the
parties (other than the Underwriters and the Sponsors) with an address outside
Ireland irrevocably undertakes not to revoke the authority of the above agent
and if, for any reason, the Joint Global Co-ordinators request such party to do
so it shall promptly appoint another such agent with an address in Ireland and
advise each of them.  If, following such
request, the relevant party fails to appoint another agent, the Joint Global
Co-ordinators shall be entitled to appoint one on the relevant partys behalf
and at such partys expense.  (d)Each
of the Company, the Directors, the Retiring Directors and the Selling
Shareholders expressly consents to the jurisdiction of any New York court
in respect of any action arising out of or based upon this Agreement or the
transactions contemplated hereby and waives any other requirements of or
objections to personal jurisdiction with respect thereto.  Each of the Company, the Directors (other
than Messrs Finan, Melia, OConnor, Pratt and Roche), the Retiring Directors
and the Selling Shareholders have appointed CT Corporation, New York, New York,
as its registered agent (the Registered Agent)
upon whom process may be served in any such action arising out of or based on
this Agreement or the transactions contemplated hereby which may be instituted
in any New York court by any Underwriter, Sponsor or any other Underwriter
Indemnified Person.  Each of the Company,
the Directors (other than Messrs Finan, Melia, OConnor, Pratt and Roche), the
Retiring Directors and the Selling Shareholders represents and warrants that
the Registered Agent has agreed to act as such agent for service of process and
agrees to take any and all action, including the filing of any and all
documents and instruments, that may be necessary to continue such appointment
in full force and effect as aforesaid. 
Service of process upon the Registered Agent and  (i)where
process is served on the Registered Agent as agent for the Company - written
notice of such service to the Company;  (ii)where
process is served on the Registered Agent as agent for any Director or Part B
Selling Shareholder - written notice of such service to the Company; and  (iii)where
process is served on the Registered Agent as agent for any Selling Shareholder
(other than a Part B Selling Shareholder) or a Retiring Director - written
notice of such service to such Selling Shareholder,  shall be deemed, in every respect, effective service of process upon
the Company, the Director, the Selling Shareholder or the Retiring Director, as
the case may be.  20.Governing Law  This
Agreement shall be governed by, and construed in accordance with, English law.  83 
   21.Counterparts  This Agreement may be executed by any one or more of the parties hereto
in any number of counterparts, each of which will be deemed to be an original,
but all such counterparts will together constitute one and the same instrument.  If the
foregoing is in accordance with your understanding, please sign and return to
us ten counterparts hereof, and upon the acceptance hereof by, or on
behalf of, each of the Underwriters and Sponsors, this Agreement and such
acceptance hereof shall constitute a binding agreement among each of the
Underwriters, the Sponsors, the Company, the Directors, the Retiring Directors
and each of the Selling Shareholders.  Any person
executing and delivering this Agreement as Attorney represents by so doing that
he has been duly appointed as Attorney pursuant to a validly existing and
binding Power of Attorney which authorises such Attorney to take such action.  84 
   SCHEDULE I   Underwriter
  
  Number of New
  Shares
  underwritten or
  (where indicated)
  to be acquired as
  principal
  
  Number of Existing
  Firm Shares
  underwritten or
  (where indicated)
  to be acquired as
  principal
  
  Total New
  Shares and
  Existing Firm
  SharesCitigroup
  Global Markets U.K. Equity Limited
  
  27,741,935
  
  65,646,037
  
  93,387,972Deutsche
  Bank AG London
  
  27,741,935
  
  65,646,037
  
  93,387,972Goldman
  Sachs International
  
  27,741,935
  
  65,646,037
  
  93,387,972Morgan
  Stanley Securities Limited
  
  27,741,935
  
  65,646,037
  
  93,387,972BNP Paribas
  
  6,241,935
  
  14,770,358
  
  21,012,293J&E Davy Stockbrokers
  
  3,345,589
  
  7,916,704
  
  11,262,293Acquired as principal
  
  2,896,346
  
  6,853,654
  
  9,750,000Goodbody Stockbrokers
  
  1,786,018
  
  4,226,275
  
  6,012,293Acquired as principal
  
  4,455,917
  
  10,544,083
  
  15,000,000Merrill
  Lynch International
  
  6,241,935
  
  14,770,358
  
  21,012,293Merrion Stockbrokers Limited
  
  1,585,953
  
  3,752,851
  
  5,338,804Acquired as principal
  
  1,188,244
  
  2,811,756
  
  4,000,000Total
  
  138,709,677
  
  328,230,187
  
  466,939,864  85 
   SCHEDULE II
SELLING SHAREHOLDERS   Number of
  Existing Firm
  Shares
  to be sold
  
  Agreed
  Proportion in
  respect of
  Optional
  Shares
  
  Maximum
  number of
  Optional
  Shares that
  may be sold
  pursuant to
  this
  Agreement
  
  Maximum
  number of
  Offer Shares
  that may be
  sold pursuant
  to this
  AgreementPART APV
  Investment (Cayman) Limited
  
  136,740,803
  
  45.873668%
  
  23,935,897
  
  160,676,700PV III (O)
  Investment (Cayman) Limited
  
  719,125
  
  0.241252%
  
  125,880
  
  845,005PV III
  Investment (Cayman) Limited
  
  67,768,965
  
  22.735066%
  
  11,862,670
  
  79,631,635PV (O)
  Investment (Cayman) Limited
  
  441,038
  
  0.147959%
  
  77,202
  
  518,240Knightstown
  Investor Limited
  
  41,518,562
  
  13.928606%
  
  7,267,648
  
  48,786,210EMOF L.L.C.
  
  41,518,562
  
  13.928606%
  
  7,267,648
  
  48,786,210Lionheart
  Ventures (Overseas) Limited
  
  28,065,905
  
  0.0%
  
  0
  
  28,065,905The Goldman
  Sachs Group, Inc.
  
  6,695,811
  
  2.246305%
  
  1,172,074
  
  7,867,885Hazelview
  Limited
  
  823,160
  
  0.0%
  
  0
  
  823,160Yoghal
  Trading Limited
  
  2,678,372
  
  0.898538%
  
  468,838
  
  3,147,210PART B - Part B Selling ShareholdersHerb Hribar
  
  660,243
  
  0.0%
  
  0
  
  660,243Peter Eugene
  Lynch
  
  126,278
  
  0.0%
  
  0
  
  126,278Cathal
  Gerard Magee
  
  126,278
  
  0.0%
  
  0
  
  126,278David
  Francis McRedmond
  
  94,709
  
  0.0%
  
  0
  
  94,709Brian
  Montague
  
  63,376
  
  0.0%
  
  0
  
  63,376Con Scanlon
  
  141,750
  
  0.0%
  
  0
  
  141,750John Conroy
  
  47,250
  
  0.0%
  
  0
  
  47,250  86 
   Appendix to
SCHEDULE II   Selling Shareholder
  
  Subscription AmountHazelview Limited
  
  
  103,774.00Peter Lynch
  
  
  41,318.96Herb Hribar
  
  
  83,019.20Cathal Magee
  
  
  41,318.96Brian Montague
  
  
  20,737.00David McRedmond
  
  
  30,989.27  87 
   SCHEDULE III  Part A
  Executive Directors
  
  Limit on LiabilityDr Philip Nolan
  
  
  1,414,000Peter Lynch
  
  
  932,800Cathal Magee
  
  
  932,800David McRedmond
  
  
  660,000Part B
  Non-Executive Directors
  
  Limit on LiabilitySir Anthony OReilly
  
  
  132,500Con Scanlon
  
  
  106,000John Conroy
  
  
  75,000Didier Delepine
  
  
  75,000Irial Finan
  
  
  75,000Kevin Melia
  
  
  75,000Padraig OConnor
  
  
  75,000Maurice Pratt
  
  
  75,000Donal Roche
  
  
  75,000Part C
  Retiring Directors
  
  Limit on LiabilityJonathan Nelson
  
  
  75,000Paul Salem
  
  
  75,000John Hahn
  
  
  75,000Biswajit Subramanian
  
  
  75,000Ramez Sousou
  
  
  75,000Niclas Gabran
  
  
  75,000  88 
   SCHEDULE IV
SELLING RESTRICTIONS   1.Each of the Sponsor and
the Underwriters, severally and not jointly, represents, warrants and agrees
with the Company and the Selling Shareholders that it has not offered or sold
and will not offer or sell any Shares to persons in the United Kingdom prior to
Admission, except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of their businesses or otherwise in circumstances which
have not resulted and will not result in an offer to the public in the United
Kingdom within the meaning of the Public Offers of Securities Regulations 1995
or the FSMA.  2.Each of the Sponsor and
the Underwriters, severally and not jointly, represents, warrants and agrees
with the Company and the Selling Shareholders that it has complied and will
comply with all applicable provisions of the FSMA with respect to anything done
by it in relation to Offer Shares in, from or otherwise involving the United
Kingdom.  3.Each of the Sponsor and
the Underwriters, severally and not jointly, represents, warrants and agrees
with the Company and the Selling Shareholders that it will comply with such
requirements, practices and guidelines in any jurisdictions relevant to the
Offer (other than, save as set out above or in Section 4 of this Agreement, the
federal United States and the United Kingdom) as are customarily complied with
as a matter of best practice for an international bank soliciting investors or
undertaking an offering in such jurisdiction.  4.Each of the Sponsor and
the Underwriters represents, warrants and agrees with the Company and the
Selling Shareholders that:  (a)(on the assumption that the
Company has complied in full with its obligations under Section 6(a)(iv)) it
has not offered or sold and will not offer or sell any Offer Shares in Ireland
except by means of the Final Listing Particulars or a form of application
which, in each case, is first published and issued in the United Kingdom in
accordance with the requirements of Section 367(3) of the Irish Companies Act
1963 and which complies with the laws of the United Kingdom;  (b)any form of application for
Offer Shares may only be issued in Ireland if it is accompanied by the Final
Listing Particulars or indicates where the Final Listing Particulars can be
obtained or inspected;  (c)it has not offered or sold
and will not offer or sell any Offer Shares in or into Ireland which would
require a prospectus to be issued under the European Communities (Transferable
Securities and Stock Exchange) Regulations 1992 of Ireland and Offer Shares may
only be offered to investors for a consideration of at least 40,000 per
investor; and  89 
   (d)all applicable provisions
of the Irish Companies Act 1963 to 2003, the 1984 Regulations and the
Investment Intermediaries Act 1995 of Ireland (as amended) have been, and will
be, complied with with respect to anything done in relation to the Offer Shares
in, from or otherwise involving Ireland.  5.Morgan Stanley Securities
Limited represents, warrants and agrees with the Company and the Selling
Shareholders that it has not offered or sold and will not offer or sell any
Offer Shares in Ireland other than to persons in the context of their trades,
professions or occupations except shares sold or to be sold on a discretionary
basis.  90 
   SCHEDULE V
CONDITIONS TO THE GREENSHOE (Subsection 3(d))  The
obligations of the Stabilising Manager acting for the Underwriters under this
Agreement with respect to the Optional Shares to be delivered at the
Stabilisation Time of Delivery shall be subject to the following conditions
(save to the extent that any or all of them are waived in writing by the
Stabilising Manager):-  (a)each of the conditions in
Section 8 having been satisfied or waived in accordance with Section 8
and, in respect of such of those conditions which have been satisfied,
remaining satisfied at the Stabilisation Time of Delivery;  (b)all representations and
warranties of the Company, the Directors and the Selling Shareholders as set
out in Section 1 herein being true and accurate as at such Time of Delivery as
though (subject to Subsections 1(h) and 1(i)) they had been given and made at
such time by reference to the circumstances at such time;  (c)each of the Company, the
Directors and the Selling Shareholders having performed all of its or his
respective obligations under this Agreement to be performed prior to such Time
of Delivery;  (d)in the bona fide opinion of
the Stabilising Manager, there having been prior to the Stabilisation Time of
Delivery no suspension of, or material limitation in, trading in the securities
of the Company or any other member of the Group on the ISE or the Luxembourg
Stock Exchange (other than as a consequence of a suspension or limitation
referred to in part (A) of paragraph (e) below);  (e)there not having been or
occurred on or prior to the Stabilisation Time of Delivery (i) any downgrading
in the rating accorded to the debt securities of the Company or any other
member of the Group by any nationally recognised statistical rating
organisation as that term is defined by the SEC for the purposes of Rule
436(g)(2) of the Securities Act or (ii) any such rating agency having publicly
announced or given notice to the Company or any other member of the Group  or to any Underwriter that it has under
surveillance or review, with possible negative implications, its rating of any
of the debt securities of the Company or any other member of the Group;  (f)there not having been or
occurred on or prior to the Stabilisation Time of Delivery any of the
following: (i) a suspension or material limitation in trading in securities
generally on the ISE, the London Stock Exchange, the New York Stock Exchange or
NASDAQ; (ii) a general moratorium on commercial banking activities in London,
Dublin or New York declared by the relevant authorities, a general moratorium
on commercial banking activities declared by the European Central Bank or a
material disruption in commercial banking or securities settlement or clearance
services in the United Kingdom, Ireland or the United States; (iii) the
outbreak or escalation of hostilities, or incidence of terrorist action,
involving the United Kingdom, Ireland or the United States or the declaration
by the United Kingdom, Ireland or the United States of a national emergency or
war; or (iv) the occurrence of any other calamity or crisis; or (v) any
change in financial, political or  91 
   economic conditions or currency exchange
rates or controls in the United Kingdom, Ireland, the United States or
elsewhere, if in the case of (iii) to (v) above the effect of any such event in
the bona fide judgment of the Stabilising Manager makes it impracticable or
inadvisable to proceed with the sale of Optional Shares at the Time of
Delivery;  (g)PwC will have furnished to
the Underwriters duly signed letters, dated such Date of Delivery, in form and
substance satisfactory to the Sponsors and the Joint Global Co-ordinators, to
provide comfort on the absence of any material changes in the financial and
trading position of the Group and on the matters contemplated in the U.S. Statement
of Auditing Standards No. 72 with respect to the financial statements and
certain financial information contained in the Listing Particulars;  (h)the Company and the
Greenshoe Shareholders shall have furnished or caused to be furnished to the
Stabilising Manager at such Time of Delivery, certificates of officers of the
Company and of the Greenshoe Shareholders respectively, in the agreed form, as
to the truth and accuracy of the representations and warranties of the Company
and the truth and accuracy of the representations and warranties given by the
Greenshoe Shareholders in their capacity as Selling Shareholders pursuant to
Subsection 1(b), respectively, herein at and as of such Date of Delivery
as though they had been given and made at such time by reference to the
circumstances at the relevant time and as to the performance by the Company and
the Greenshoe Shareholders of all of their respective obligations hereunder to
be performed at or prior to such Time of Delivery;  (i)the opinions referred to in
Subsections 8(c) to 8(h) (inclusive) being re-delivered to the Underwriters, in
the agreed form, dated the Stabilisation Date of Delivery;  (j) admission of Shares not
having been terminated or suspended.  If any of the
conditions specified in this Schedule V shall not have been fulfilled when and
as provided in this Agreement or waived in writing by the Stabilising Manager,
all obligations of the parties under this Agreement in relation to the Optional
Shares shall forthwith cease to have effect.  Each of the
Company and the Greenshoe Shareholders shall use all reasonable endeavours to
procure (so far as each has the power to do so) that each of the conditions set
out in this Schedule is fulfilled by the Stabilisation Time of Delivery.  92 
   ANNEX A  Documents
to be delivered to the Sponsors and the Joint Global Co-ordinators on or before
the date of this Agreement: Section 6(a)(viii)  1.A copy of the signed
application for listing in relation to the Shares, certified by a Director or
the Secretary of the Company.  2.A copy of the Final
Listing Particulars bearing evidence of the formal approval of the ISE and the
UKLA, pursuant to the Listing Rules.  3.Evidence, in a form
satisfactory to [Goldman Sachs International], that copies of the Final Listing
Particulars have been delivered to the Registrar of Companies for registration
pursuant to section 83(1) of the FSMA and to the Registrar for Companies in
Ireland pursuant to the European Communities (Stock Exchange) Regulations, 1984
(as amended).  4.Two copies of the Final
Listing Particulars, each signed by all of the Directors of the Company (or by
their agents or attorneys duly authorised in writing, in which case, together
with a certified copy of any such authorisation).  5.Two original letters in
the agreed form duly signed by the Company, PwC, Freshfields Bruckhaus Deringer
and A&L Goodbody in relation to paragraph 2.12 (and, in the case of
the Company, paragraph 2.13) of the Listing Rules and dated the same date as
the Final Listing Particulars.  6.Letters to the ISE and
the UKLA  signed by each of the Directors
of the Company in the terms of paragraph 5.5 of the Listing Rules and
dated the same date as the Final Listing Particulars.  7.Two original letters duly
signed by the Company in relation to paragraphs 2.15 and 2.18 of the
Listing Rules and dated the same date as the Final Listing Particulars.  8.Two original letters duly
signed by the Company pursuant to paragraphs 2.20 and 6.E.8 (no significant
change) of the Listing Rules and dated the same date as the Final Listing
Particulars.  9.Two originals of the
verification note (including list of documents) and any update thereof duly
signed by or on behalf of each Director or by each of the persons responsible
for the replies thereto and dated the same date as the Final Listing
Particulars.  10.Two certified copies of the
minutes of (i) shareholder meetings adopting resolutions, in the agreed form,
restructuring the share capital of the Company in the manner described in Part
IX of the Final Listing Particulars; and (ii) the meetings of the Board of
Directors of the Company, or a duly authorised committee thereof, approving the
Pathfinder Listing Particulars and the Final Listing Particulars and the Offer
Price and (where appropriate) the other documents referred to in this Agreement
and authorising  93 
   the steps to be taken by the Company in
connection with the offering and issue of the New Shares, including  the execution of this Agreement, in the
agreed form.  11.Two original copies of
PwCs long form report duly signed by PwC and dated the same date as the Final
Listing Particulars.  12.Two original copies of the
legal due diligence report of A&L Goodbody duly signed by A&L Goodbody
and dated the same date as the Final Listing Particulars.  13.Two original copies of the
legal due diligence report of Arthur Cox on finance leases duly signed by
Arthur Cox and dated the same date as the Final Listing Particulars.  14.Two original copies of the
legal due diligence report of Arthur Cox on property duly signed by Arthur Cox
and dated the same date as the Final Listing Particulars.  15.Two original copies of PwC
short form report (as incorporated in the Listing Particulars), duly signed by
PwC and dated the same date as the Final Listing Particulars.  16.Two original copies of PwC
working capital report, duly signed by PwC and dated the date of this
Agreement.  17.Two certified copies of the
registrars agreement in the agreed form.  18.Two certified copies of
each of the other documents stated in the Final Listing Particulars as being
available for inspection.  19.Two originals of letters
dated the date of the Final Listing Particulars in the agreed form duly signed
by PwC:  (a)confirming the accuracy of
certain financial information and non-financial operating data in the Listing
Particulars;  (b)containing confirmations
that the working capital statement in the Listing Particulars has been made
after due and careful enquiry;  (c)reporting on the pro forma
financial information in the  Listing
Particulars;  (d)providing comfort on there
being no significant changes in the financial and trading position of the
Group;  (e)giving PWCs consent to the
inclusion in the Listing Particulars of their report and letters in the form
and context in which they are included in the Final Listing Particulars; and  (f)confirming the
independence of the auditors as required by paragraph 3.5 of the Listing Rules.  20.Two originals of letters,
dated the date of the Final Listing Particulars and in the agreed form, duly
signed by PwC relating to the Statement of Auditing Standards No. 72, with  94 
   respect to the financial statements and
certain financial information contained in the Final Listing Particulars.  21.Two certified copies of the
senior credit facilities agreement relating to the New Senior Credit Facilities
(as defined in the Final Listing Particulars) duly executed by all the parties
thereto, provided that the signature page showing the signature of the lender
based in the USA will be by way of fax.  22.Two certified copies of the
supplemental indentures relating to the Notes duly executed by all parties
thereto.  23.Two certified copies of the
certificate of incorporation, the certificate of re-registration as a public
company, the memorandum of association of the Company and the New Articles of
Association to be adopted upon Admission.  24.Two certified copies of the
ESOT Agreement and two certified copies of the ESOT Share Application Letter,
duly signed by the parties thereto together with two certified copies of
minutes of a duly convened meeting of the board of directors of ESOT approving the
execution of the same.  25.Two certified copies of the
minutes of the meeting of the Board of Directors of the Company appointing any
such Committee as is referred to in paragraph 10 above.  26.A Formal Notice relating to
the publication of the Final Listing Particulars.  95 
   In witness
whereof this Agreement has been executed under hand by each of the
Underwriters, Sponsors and the Company and duly executed as a deed by each of
the Selling Shareholders, the Directors and the Retiring Directors on the day
and year first before written.  Very truly
  yours,eircom Group plcBy:Name:Title:   Signed and
  delivered as a deed
  byas attorney
  acting on behalf Sir AnthonyOReilly in the
  presence of:
  (Signature
  of Attorney)Witnesss
  signature:Name
  (print):Occupation:Address:  
   Signed and
  delivered as a deed by Con
  Scanlon in his capacity as a Director and
  Part B Selling Shareholder in the presence
  of:Witnesss
  signature:Name
  (print):Occupation:Address:   Signed and
  delivered as a deed by Dr. Philip
  Nolan in the presence of:Witnesss
  signature:Name
  (print):Occupation:Address:   Signed and
  delivered as a deed by Peter E
  Lynch in his capacity as a Director and Part B
  Selling Shareholder in the presence of:Witnesss
  signature:Name
  (print):Occupation:Address:  
   Signed and
  delivered as a deed by Cathal
  Magee in his capacity as a Director and
  Part B Selling Shareholder in the presence
  of:Witnesss
  signature:Name
  (print):Occupation:Address:   Signed and
  delivered as a deed by David
  McRedmond in his capacity as a Director and
  Part B Selling Shareholder in the presence
  of:Witnesss
  signature:Name
  (print):Occupation:Address:   Signed and
  delivered as a deed by John
  Conroy in his capacity as a Director and
  Part B Selling Shareholder in the presence
  of:Witnesss
  signature:Name
  (print):Occupation:Address:  
   Signed and
  delivered as a deed
  by
  as attorney acting on behalf of DidierDelepine in
  the presence of:
  (Signature
  of Attorney)Witnesss
  signature:Name
  (print):Occupation:Address:   Signed and
  delivered as a deed by Irial Finan
  in the presence of:Witnesss
  signature:Name
  (print):Occupation:Address:   Signed and
  delivered as a deed by Kevin
  Melia in the presence of:Witnesss
  signature:Name
  (print):Occupation:Address:  
   Signed and
  delivered as a deed by Padraic
  OConnor in the presence of:Witnesss
  signature:Name
  (print):Occupation:Address:  Signed and
  delivered as a deed by Maurice
  Pratt in the presence of:Witnesss
  signature:Name
  (print):Occupation:Address:  Signed and
  delivered as a deed by Donal
  Roche in the presence of:Witnesss signature:Name
  (print):Occupation:Address:  
   Signed and
  delivered as a deed by Brian
  Montague in the presence of:Witnesss
  signature:Name
  (print):Occupation:Address:  Signed and
  delivered as a deed by Herb
  Hribar in the presence of:Witnesss
  signature:Name
  (print):Occupation:Address:   Signed and
  delivered as a deed
  by
  as Attorney acting on behalf of each of 
  PV Investment (Cayman) Limited, 
  PV (O) Investment (Cayman) Limited, 
  PV III Investment (Cayman) Limited, 
  PV III (O) Investment (Cayman) Limited and 
  Yoghal Trading Limitedin the
  presence of:
  (Signature
  of Attorney)Witnesss
  signature:Name
  (print):Occupation:Address:  
   Signed and
  delivered as a deed
  by
  as Attorney acting on behalf of each of
  EMOF L.L.C. and
  Knightstown Investor Limitedin the
  presence of:
  (Signature
  of Attorney)Witnesss
  signature:Name
  (print):Occupation:Address:   Signed and delivered
  as a deed
  by
  as Attorney acting on behalf of Lionheart
  Ventures (Overseas) Limitedin the
  presence of:
  (Signature
  of Attorney)Witnesss
  signature:Name
  (print):Occupation:Address:  
   Signed and
  delivered as a deed
  by
  as Attorney acting on behalf of The Goldman
  Sachs Group, Inc.in the
  presence of:
  (Signature
  of Attorney)Witnesss
  signature:Name
  (print):Occupation:Address:   Signed and
  delivered as a deed
  by
  as Attorney acting on behalf of HazelviewLimited in
  the presence of:
  (Signature
  of Attorney)Witnesss
  signature:Name
  (print):Occupation:Address:  
   Signed and
  delivered as a deed
  by
  as attorney acting on behalf of each of:
  Jonathan Nelson,
  Paul Salem,
  John Hahn, and
  Biswajit Subramanianin the
  presence of:
  (Signature
  of Attorney)Witnesss
  signature:Name
  (print):Occupation:Address:   Signed and
  delivered as a deed
  by
  as attorney acting on behalf of each of:
  Ramez Sousou and
  Niclas Gabranin the
  presence of:
  (Signature
  of Attorney)Witnesss
  signature:Name
  (print):Occupation:Address:  
   Accepted as
  of the date hereof by:Citigroup
  Global Markets U.K. Equity LimitedByDeutsche
  Bank AG LondonByGoldman
  Sachs International(in its
  capacity as Underwriter and Sponsor)ByMorgan
  Stanley Securities LimitedByMorgan
  Stanley & Co. International LimitedByBNP ParibasGoodbody
  StockbrokersJ&E Davy
  StockbrokersMerrill
  Lynch InternationalMerrion
  Stockbrokers LimitedBy:(Attorney)