iesy Repository GmbH - Irish Stock Exchange

(b) dividends or distributions payable to the Issuer or a Restricted Subsidiary (and, in the case of any such
Restricted Subsidiary making such dividend or distribution, to holders of its Capital Stock other than the Issuer or
another Restricted Subsidiary on no more than a pro rata basis, measured by value);
(2) purchase, redeem, retire or otherwise acquire for value any Capital Stock of the Issuer or any direct or indirect
Parent of the Issuer held by Persons other than the Issuer or a Restricted Subsidiary of the Issuer (other than in exchange
for Capital Stock of the Issuer (other than Disqualified Stock));
(3) purchase, repurchase, redeem, defease or otherwise acquire or retire for value, prior to scheduled maturity,
scheduled repayment or scheduled sinking fund payment, any Subordinated Indebtedness or Subsidiary Guarantor
Subordinated Indebtedness (other than (a) any such purchase, repurchase, redemption, defeasance or other acquisition or
retirement in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case, due
within one year of the date of purchase, repurchase, redemption, defeasance or other acquisition or retirement and (b) any
Indebtedness Incurred pursuant to clause (3) of the second paragraph of the covenant described under “—Certain
Covenants—Limitation on Indebtedness”) or any Subordinated Shareholder Funding; or
(4) make any Restricted Investment in any Person;
(any such dividend, distribution, purchase, redemption, repurchase, defeasance, other acquisition, retirement or
Restricted Investment referred to in clauses (1) through (4) are referred to herein as a “Restricted Payment”), if at the
time the Issuer or such Restricted Subsidiary makes such Restricted Payment:
(a) a Default shall have occurred and be continuing (or would result immediately thereafter therefrom);
or
(b) the Issuer is not able to Incur an additional €1.00 of Indebtedness pursuant to the first paragraph under the
“—Certain Covenants—Limitation on Indebtedness” covenant after giving effect, on a pro forma basis, to such
Restricted Payment as if such Restricted Payment had been made at the beginning of the applicable four-quarter period;
or
(c) the aggregate amount of such Restricted Payment and the aggregate amount of all other Restricted Payments
made subsequent to the Issue Date (and not returned or rescinded) (including Permitted Payments permitted below by
clauses (4), (5), (6), (10), (11) and (14) of the second succeeding paragraph, but excluding all other Permitted Payments
permitted by the second succeeding paragraph) would exceed the sum of (without duplication):
(i) (A) 50% of Consolidated Net Income for the period (treated as one accounting period) from the first day of
the first fiscal quarter commencing after the Issue Date to the end of the most recent fiscal quarter ending prior to
the date of such Restricted Payment for which internal consolidated financial statements of the Issuer are available
(or, in case such Consolidated Net Income is a deficit, minus 100% of such deficit), subject to clause (B), or (B) to
the extent the Consolidated Leverage Ratio for the Issuer and its Restricted Subsidiaries (after giving pro forma
effect to such Restricted Payment) is less than 5.25 to 1.00, the remainder of (x) cumulative Consolidated EBITDA
during the period (treated as one accounting period) from the first day of the first fiscal quarter commencing after
the Issue Date to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment for
which internal consolidated financial statements of the Issuer are available minus (y) the product of 1.5 times
cumulative Consolidated Interest Expense during such period;
(ii) 100% of the aggregate Net Cash Proceeds received by the Issuer from the issue or sale of its Capital Stock
(other than Excluded Contributions, Disqualified Stock or Designated Preference Shares) or Subordinated
Shareholder Funding subsequent to the Issue Date or otherwise contributed to the equity (other than through the
issuance of Disqualified Stock or Designated Preference Shares) of the Issuer subsequent to the Issue Date (other
than (x) Net Cash Proceeds received from an issuance or sale of such Capital Stock to a Restricted Subsidiary or an
employee stock ownership plan or trust established by the Issuer or any Subsidiary of the Issuer for the benefit of its
employees to the extent funded by the Issuer or any Restricted Subsidiary, (y) Net Cash Proceeds or marketable
securities to the extent that any Restricted Payment has been made from such proceeds in reliance on clause (6) of
the next succeeding paragraph and (z) Excluded Contributions);
(iii) 100% of the aggregate Net Cash Proceeds received by the Issuer or any Restricted Subsidiary from the
issuance or sale (other than to the Issuer or a Restricted Subsidiary of the Issuer or an employee stock ownership
plan or trust established by the Issuer or any Subsidiary of the Issuer for the benefit of its employees to the extent
funded by the Issuer or any Restricted Subsidiary) by the Issuer or any Restricted Subsidiary subsequent to the Issue
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