Rolf Group International Financial Reporting ... - Irish Stock Exchange

equest by the Trustee, Officer’s Certificates of each of the Issuer and the Company in terms
specified in the Trust Deed, certifying (a) which of the Issuer’s and the Company’s
Subsidiaries are Material Subsidiaries and (b) to the effect that no Event of Default nor
Potential Event of Default (as defined in the Trust Deed) has occurred or otherwise specifying
details of the same.
(i) Limitation on Indebtedness
So long as any of the Notes remain outstanding, neither the Issuer nor the Company shall, nor shall
each of the Issuer or the Company cause, or permit any of its Subsidiaries to, create, issue, incur,
assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment
of or otherwise incur, contingently or otherwise, any Indebtedness, provided that the Issuer, the
Company and any such Subsidiary may incur Indebtedness, in each case, if, (a) after such incurrence
of Indebtedness, the ratio of (i) the Group’s Consolidated Net Indebtedness to (ii) the Group’s
consolidated earnings before interest, taxation, depreciation and amortisation (as taken, in the case
of (ii), from the most recent annual consolidated financial statements of the Group) is less than
3.0:1.0; and (b) no Event of Default has occurred and is continuing.
(j) Restricted Payments
So long as any of the Notes remain outstanding, neither the Issuer nor the Company shall, and shall
procure and ensure that each of its Subsidiaries will not, directly or indirectly:
(i) declare or pay any dividend, in cash or otherwise, or make any other distribution (whether by
way of redemption, acquisition or otherwise) in respect of its share capital (other than a
dividend or other distribution payable to the Company or a Subsidiary of the Company); or
(ii) voluntarily purchase, redeem or otherwise retire for value any Capital Stock or subordinated
debt (other than (i) Capital Stock or subordinated debt held by the Issuer, the Company or a
Subsidiary and (ii) Capital Stock purchased by the Issuer or the Company from any Person
other than an Affiliate for re-sale to an Affiliate within 90 days of the date of purchase at a
price at least equal to the price which the Issuer or, as the case may be, the Company paid for
such Capital Stock),
(any such action, a ‘‘Restricted Payment’’) if such Restricted Payments when aggregated with all
other Restricted Payments previously made in respect of the then most recently completed financial
reporting year exceed 50 per cent. of the Group’s consolidated net profit for the then most recently
completed financial reporting year (calculated in accordance with IFRS).
(k) Change of Business
So long as any of the Notes remain outstanding, each of the Issuer and the Company shall procure
that no material change is made to the general nature of the business of the Group from that carried
on at the issue date of the Notes.
(l) Ranking of Claims
So long as any of the Notes remain outstanding, each of the Issuer and the Guarantors shall ensure
that at all times the claims of the Trustee against the Issuer under the Notes and against the
Guarantors under the Guarantees rank at least pari passu with the claims of all the other unsecured
and unsubordinated creditors of the Issuer or the Guarantors, as the case may be, save for those
claims that are preferred by any bankruptcy, insolvency, liquidation or similar laws of general
application.
(m) Maintenance of Rating
So long as any of the Notes remain outstanding, each of the Issuer and the Company will take all
commercially reasonable steps necessary to maintain a rating on the Notes from one of Moody’s,
Standard and Poor’s or Fitch Ratings Ltd.
(n) Guarantors
So long as any of the Notes remain outstanding, each of the Issuer and the Company shall ensure
that at all times the (a) consolidated total revenue of the Guarantors (calculated in accordance with
IFRS), in aggregate, comprises 80 per cent. or more of the consolidated total revenue of the Group
(calculated in accordance with IFRS) in each case for the period of the most recent two consecutive
77