iesy Repository GmbH - Irish Stock Exchange

• enter into any material transactions with affiliates except on arm’s length terms;
• incur further debt obligations;
• enter into a joint venture;
• issue share capital;
• enter into hedging/treasury transactions other than those permitted by the Senior Credit Agreement;
• enter into mergers and make certain acquisitions (other than Permitted Acquisitions (as defined in the Senior
Credit Agreement)); and
• pay any dividends or make other subordinated payments unless certain financial ratios would continue to be
satisfied after such payments.
The Senior Credit Facilities also requires us to observe certain affirmative undertakings subject to materiality and other
customary and agreed exceptions. These affirmative undertakings, include, but are not limited to, undertakings related to (i)
obtaining and renewing all necessary consents, filings and authorizations; (ii) insurance; (iii) taxes; (iv) intellectual property
rights; (v) corporate existence and obtaining all required consents or otherwise complying with all applicable laws and
directives relevant to the business; (vi) pari passu ranking of all payment obligations under the Finance Documents
documentation with other unsecured unsubordinated payment obligations; (vii) compliance with the relevant laws, rules and
regulations relating to the environment and telecommunications; (viii) the maintenance of and funding of pension schemes;
(ix) required hedging transactions in connection with the Senior Credit Facilities; (x) compliance with accounting principles;
and (xi) protecting certain rights and performing certain obligations in connection with the DTAG Agreement and the ish
DTAG Agreement.
Financial Covenants
The financial covenants under the Senior Credit Facilities require, among other things:
• maintenance of a minimum fixed charge coverage ratio at 1.00 : 1.00;
• maintenance of a minimum total interest coverage ratio;
• maintenance of a maximum consolidated leverage ratio;
• maintenance of a maximum consolidated senior leverage ratio; and
• that our annual aggregate capital expenditures do not exceed 20% of the total revenues for the previous twelve
months that end on the financial quarter accounting date immediately preceding the test accounting date.
The tables below set forth the minimum total interest coverage ratio and maximum consolidated leverage ratio and
consolidated senior leverage ratio under the Senior Credit Agreement at the end of each financial year indicated:
Financial year end
212
Total interest
coverage ratio
Consolidated
leverage ratio
Consolidated senior
leverage ratio
2005 1.65 to 1.00 7.25 to 1.00 4.50 to 1.00
2006 1.65 to 1.00 7.00 to 1.00 4.25 to 1.00
2007 1.75 to 1.00 6.75 to 1.00 3.85 to 1.00
2008 1.95 to 1.00 6.25 to 1.00 3.30 to 1.00
2009 2.00 to 1.00 5.50 to 1.00 2.85 to 1.00
2010 2.30 to 1.00 4.75 to 1.00 2.60 to 1.00
2011 2.50 to 1.00 4.00 to 1.00 2.60 to 1.00
2012 3.00 to 1.00 3.25 to 1.00 2.60 to 1.00
2013 and thereafter 3.00 to 1.00 3.00 to 1.00 2.25 to 1.00
Events of Default
The Senior Credit Agreement sets out certain events of default customary for senior debt of this type, the occurrence of
which would allow the Senior Lenders to accelerate all outstanding loans and terminate their commitments.