iesy Repository GmbH - Irish Stock Exchange

For so long as the Notes are listed on the Official List of the Irish Stock Exchange and to the extent that the rules of the
Irish Stock Exchange require, the above information will also be made available in Dublin through the offices of the Paying
Agent in Dublin.
Merger and Consolidation
None of the Issuer, New iesy or iesy Hessen will consolidate with or merge with or into, or convey, transfer or lease all
or substantially all its assets, in one or more related transactions, to, any Person, unless:
(1) the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized and existing
under the laws of the Federal Republic of Germany or any other member state of the European Union on January 1, 2004,
or the United States, any state of the United States, the District of Columbia or any territory thereof and the Successor
Company (if not the Issuer, New iesy or iesy Hessen) will expressly assume, (a) by supplemental Indenture, executed and
delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Issuer, New iesy or iesy
Hessen, as the case may be, under the Notes, the relevant Subsidiary Guarantee and the Indenture, as the case may be, and
(b) all obligations of the Issuer, New iesy or iesy Hessen, as the case may be, under the Intercreditor Agreement, the
Security Documents and any Proceeds Loan Agreement;
(2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the
Successor Company or any Subsidiary of the Successor Company as a result of such transaction as having been Incurred
by the Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have
occurred and be continuing;
(3) immediately after giving effect to such transaction, either (a) the Successor Company would be able to Incur at least
an additional €1.00 of Indebtedness pursuant to the first paragraph of the covenant described under “—Certain
Covenants—Limitation on Indebtedness” or (b) the Consolidated Leverage Ratio would be lower than it was immediately
prior to giving effect to such transactions;
(4) each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (1) shall
apply) shall have by supplemental Indenture confirmed that its Subsidiary Guarantee shall apply to the Issuer’s obligations
in respect of the Indenture and the Notes (or New iesy’s or iesy Hessen’s obligations in respect of the Indenture and its
respective Subsidiary Guarantee, as the case may be) (unless such Subsidiary Guarantee shall be released in connection
with the transaction and otherwise in compliance with the Indenture); and
(5) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect
that such consolidation, merger or transfer and such supplemental Indenture (if any) comply with the Indenture.
For purposes of this covenant, the sale, lease, conveyance, assignment, transfer, or other disposition of all or
substantially all of the properties and assets of one or more Subsidiaries of the Issuer, New iesy or iesy Hessen which
properties and assets, if held by the Issuer, New iesy or iesy Hessen, respectively, instead of such Subsidiaries, would
constitute all or substantially all of the properties and assets of the Issuer, New iesy or iesy Hessen, respectively, on a
consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer, New
iesy or iesy Hessen, respectively.
The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer,
New iesy or iesy Hessen, as the case may be, under the Indenture, the Notes and its Subsidiary Guarantee, as the case may be,
but, in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its
obligations under the Indenture, the Notes or its Subsidiary Guarantee, as the case may be.
Notwithstanding clauses (2) and (3) of the first paragraph of this covenant (which do not apply to transactions referred
to in this sentence), (a) any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or
transfer all or part of its properties and assets to the Issuer or any Subsidiary Guarantor and (b) any Restricted Subsidiary
which is not a Subsidiary Guarantor may consolidate or otherwise combine with, merge into or transfer all or part of its
properties and assets to any other Restricted Subsidiary. Notwithstanding clause (3) of the first paragraph of this covenant
(which does not apply to the transactions referred to in this sentence), the Issuer, New iesy or iesy Hessen may consolidate or
otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile
of the Issuer, New iesy or iesy Hessen, respectively, reincorporating the Issuer, New iesy or iesy Hessen, respectively, in
another jurisdiction, or changing the legal form of the Issuer, New iesy or iesy Hessen, respectively.
In addition, the Issuer will not permit any Subsidiary Guarantor (other than New iesy or iesy Hessen) to consolidate
with or merge with or into any Person (other than the Issuer or any Subsidiary Guarantor) unless (1) the resulting, surviving
or transferee Person is organized and existing under the laws of the Federal Republic of Germany or any other member state
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