Omega Capital Investments II p.l.c.
4th Floor

25/28 Adelaide Road

Dublin 2

Ireland

REQUEST FOR NOTEHOLDER CONSENT

 26 May 2008

Omega Capital Investments II p.l.c. 

€20,000,000,000 Collateralised Debt Obligation Programme 

€64,000,000 Class A-1E Palladium CDO II (Omega Capital Investments II p.l.c. Series 31) Secured Floating Rate Notes due 2013 (ISIN Code XS0262677734) (the "Class A-1E Notes")

€25,000,000 Class C-1E Palladium CDO II (Omega Capital Investments II p.l.c. Series 31) Secured Floating Rate Notes due 2013 (ISIN Code XS0262678971) (the "Class C-1E Notes")

€5,000,000 Class D-1E Palladium CDO II (Omega Capital Investments II p.l.c. Series 31) Secured Floating Rate Notes due 2013 (ISIN Code XS0263577057) (the "Class D-1E Notes")

US$75,000,000 Class A-1U Palladium CDO II (Omega Capital Investments II p.l.c. Series 31) Secured Floating Rate Notes due 2013 (ISIN Code XS0262681330) (the "Class A-1U Notes")

US$148,000,000 Class B-1U Palladium CDO II (Omega Capital Investments II p.l.c. Series 31) Secured Floating Rate Notes due 2013 (ISIN Code XS0262681843) (the "Class B-1U Notes")

US$23,000,000 Class C-1U Palladium CDO II (Omega Capital Investments II p.l.c. Series 31) Secured Floating Rate Notes due 2013 (ISIN Code XS0262681926) (the "Class C-1U Notes")

US$4,000,000 Class D-1U Palladium CDO II (Omega Capital Investments II p.l.c. Series 31) Secured Floating Rate Notes due 2013 (ISIN Code XS0262682494) (the "Class D-1U Notes")

¥1,200,000,000 Class A-1J Palladium CDO II (Omega Capital Investments II p.l.c. Series 31) Secured Floating Rate Notes due 2013 (ISIN Code XS0262679789) (the "Class A-1J Notes")

¥6,100,000,000 Class B-2J Palladium CDO II (Omega Capital Investments II p.l.c. Series 31) Secured Floating Rate Notes due 2013 (ISIN Code XS0263576083) (the "Class B-2J Notes")

¥500,000,000 Class C-1J Palladium CDO II (Omega Capital Investments II p.l.c. Series 31) Secured Floating Rate Notes due 2013 (ISIN Code XS0262680449) (the "Class C-1J Notes")

¥500,000,000 Class D-1J Palladium CDO II (Omega Capital Investments II p.l.c. Series 31) Secured Floating Rate Notes due 2013 (ISIN Code XS0262681173) (the "Class D-1J Notes")

A$10,000,000 Class B-1A Palladium CDO II (Omega Capital Investments II p.l.c. Series 31) Secured Floating Rate Notes due 2013 (ISIN Code XS0263576596) (the "Class B-1A Notes")

(collectively, the "Notes")

Notice is hereby given that it is proposed to request that Fitch Ratings Limited withdraws the rating which it has assigned to each class of the Notes so that the Notes will be rated solely by Standard & Poor's Ratings Services, a division of McGraw-Hill Companies, Inc. Once such proposal has been approved by an Extraordinary Resolution of the relevant holders of the Notes, in order to give effect to such request, we propose to (A) amend the trust instrument dated 2 August 2006 entered into between BNP Paribas acting through its London branch, BNP Paribas acting through its New York branch, BNP Paribas Securities Services, BNP Paribas acting through its Luxembourg branch, BlackRock Financial Management, Inc., the Trustee and us (the "Trust Instrument") in the manner set out in a deed of amendment attached in Annex 1 of the Written Resolution (as defined below) (the "TI Deed of Amendment"), (B) amend the portfolio management agreement dated 3 August 2006 entered into between BNP Paribas acting through its London branch, BlackRock Financial Management, Inc., the Trustee and us (the "Portfolio Management Agreement") in the manner set out in an amendment agreement attached in Annex 2 of the Written Resolution (the "PMA Amendment Agreement") and (C) amend the credit default swap agreements entered into between BNP Paribas acting through its London branch and us in respect of the issue of the Class A-1E Notes, the Class C-1E Notes, the Class D-1E Notes, the Class A-1U Notes, the Class B-1U Notes, the Class C-1U Notes, the Class D-1U Notes, the Class A-1J Notes, the Class B-2J Notes, the Class C-1J Notes, the Class D-1J Notes and the Class B-1A Notes respectively, each dated 3 August 2006 (the "Credit Default Swap Agreements") in the manner set out in a deed of amendment attached in Annex 3 of the Written Resolution (the "CDS Deed of Amendment", together with the TI Deed of Amendment and PMA Amendment Agreement, the "Amendment Deeds"). The amendments and modifications contemplated in the Amendment Deeds are herein referred together to as the "Modification". Capitalised terms in this Letter shall have the meanings given to them in the Notes, the Trust Instrument, the Portfolio Management Agreement or the Credit Default Swap Agreements unless otherwise defined herein.

It is intended to effect the Modification by entering into the Amendment Deeds to be effective as of Friday 13 June 2008 (the "Effective Date").

We hereby request that you, being the beneficial holder of the relevant principal amount of the applicable Class(es) of Notes, consider the proposed Modification set out in this Letter, and if you consent to such Modification, to provide us, BNP Paribas and the Trustee confirmation of your consent by 12 noon Luxembourg time on the Effective Date by returning a signed and dated copy of the proposed written resolution, the form of which, together with a copy of the Amendment Deeds, is available upon request at the offices of BNP Paribas, London branch at 10 Harewood Avenue, London NW1 6AA , telephone number +44 20 7597 6237 (the "Written Resolution") completed with the name and details of your holding.

In addition, we request that you provide BNP Paribas and the Trustee, on the date of signing of the Written Resolution, with a confirmation sent from Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear") or Clearstream Banking, société anonyme ("Clearstream Luxembourg", each of Euroclear and Clearstream Luxembourg being a "Clearing System"), as the case may be, confirming that you are shown in its records as the holder of the relevant principal amount of the applicable Class(es) of Notes as aforesaid on the date on which the Written Resolution is signed, and that irrevocable instructions to the relevant Clearing System have been given so that no transfers of the Notes held by you will be permitted prior to the day following the Effective Date without the prior written consent of the Trustee. If your holding of Notes is held through a third party custodian, please ask the custodian to provide us, BNP Paribas and the Trustee with the Clearing System confirmation described above, together with written confirmation of the Notes they hold on your behalf.

Please contact Eoin Gillen on +44 20 7597 6237, fax +44 20 7595 5293 or eoin.gillen@uk.bnpparibas.com at BNP Paribas, or your usual BNP Paribas contact if you have any queries.

For and on behalf of

OMEGA CAPITAL INVESTMENTS P.L.C.

By:

4th Floor

25/28 Adelaide Road

Dublin 2, Ireland

This announcement has been issued through the Companies Announcement Service of

The Irish Stock Exchange