iesy Repository GmbH - Irish Stock Exchange

default is continuing or would occur as a result of that drawdown and (ii) certain representations and warranties specified in
the Senior Credit Agreement are true and accurate.
Repayments
Borrowings under Facility A must be repaid in semi-annual installments before repayment in full on the Final Maturity
Date for Facility A. Borrowings under the Facility B and Facility C Term Facilities must be repaid in installments by making
a payment on each anniversary of the original drawdown date up to and including the seventh anniversary thereof (in respect
of Facility B) and the eighth anniversary thereof (in respect of Facility C) of amounts which reduce the outstanding aggregate
amount of each such Term Facility by amounts equal to one percentage of the balance then outstanding. Any remaining
outstanding borrowings under each such Term Facility must be repaid in two equal installments to be paid on the date that is
six months prior to the Final Maturity Date applicable to that facility and on the Final Maturity Date applicable to that facility
in respect thereof. Borrowings under the Term Facilities may not be re-borrowed once repaid.
iesy Hessen, or any other Borrower validly acceding to the Senior Credit Agreement, will be permitted to make up to a
specified number of drawdowns under the Revolving Facility, which may be made for terms of, at iesy Hessen’s election,
one, two, three or six months or, with the syndicated lenders’ consent, such other term as agreed, but not beyond the Final
Maturity Date of the Revolving Facility. Drawdowns under the Revolving Facility must be repaid at the end of the term for
each drawdown, and repaid amounts may be re-borrowed prior to the Final Maturity Date.
Prepayments
iesy Hessen will be required under the terms of the Senior Credit Agreement to prepay any outstanding amounts drawn
down under the Term Facilities and, after repayment of the Term Facilities in full, the Revolving Facility as follows:
(a) with the aggregate net proceeds from certain asset disposals that are not reinvested in the business within 12
months of receipt, to the extent they exceed €5.0 million (in aggregate) in any financial year;
(b) with the proceeds of any insurance proceeds not reinvested within 12 months to the extent such proceeds
exceed €1 million (in the aggregate);
(c) with the proceeds of any issuance of capital market debt instrument or any other form of debt financing by
iesy Hessen or any of its subsidiaries except for certain permitted indebtedness;
(d) in an amount equal to 50% of the net proceeds received by any holding company of iesy Hessen, or any
member of iesy Hessen’s group of companies as a result of a public offer or listing or admission to trading on any stock
exchange of any equity securities of iesy Hessen or any member of iesy Hessen’s group (unless a certain consolidated
leverage ratio is met);
(e) with, depending on the consolidated leverage ratio, a certain percentage (between 25-50%) of the surplus cash
generated by iesy Hessen and its subsidiaries in each financial year; and
(f) with the aggregate net proceeds from warranty and report claims that are not reinvested in the business within
12 months of receipt.
No mandatory prepayment will be required by iesy Hessen or the Borrowers under (a), (b) or (e) above if, for the six
month period ending on the date iesy Hessen or a Borrower would be otherwise required to make such mandatory
prepayment, iesy Hessen has achieved and maintained external credit ratings of a minimum of BBB- from Standard & Poor’s
Investors Ratings Services and Baa3 from Moody’s Investors Service, Inc. (with, in each case, a stable outlook or better).
If there is any change of control or sale of substantially all of the business or assets of iesy Hessen or any member of
the iesy Hessen group of companies, or there is any Change of Control Triggering Event (as defined in “Description of the
Notes”), iesy Hessen will be required to immediately prepay the Senior Credit Facilities in full. However, under the Senior
Credit Agreement, a change of control will not result from a sale to (1) Apollo, GoldenTree or any funds advised, managed or
controlled by Apollo, (2) certain cable operators, (3) certain pre-approved equity funds, (4) certain FSA regulated investment
funds, (5) certain trade buyers and (6) any other approved buyers.
Interest Rates and Fees
The interest rate on each loan under the Senior Credit Facilities for each interest period is the percentage rate per
annum, which is equal to the aggregate of the applicable (x) margin (see below), (y) EURIBOR and (z) any mandatory cost
(which is the cost of compliance with reserve asset, liquidity, cash margin, special deposit or other like requirements).
Interest accrues daily from and including the first day of an interest period and is payable on the last day of each interest
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