iesy Repository GmbH - Irish Stock Exchange

Amendments and Waivers
Subject to certain exceptions, the Indenture, the Notes, the Security Documents, the Proceeds Loan Agreements, the
Intercreditor Agreement and any Additional Intercreditor Agreement may be amended, supplemented or otherwise modified
with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including consents
obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any
existing default or compliance with any provision thereof may be waived with the consent of the Holders of a majority in
principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer
or exchange offer for, Notes); provided that, if any amendment, waiver or other modification will affect only one series of
Notes, only the consent of a majority in principal amount of the then outstanding Notes of such series shall be required.
However, without the consent of Holders holding not less than 95% of the then outstanding principal amount of Notes, an
amendment or waiver may not, with respect to any Notes held by a non-consenting Holder:
(1) reduce the principal amount of Notes whose Holders must consent to an amendment or waiver;
(2) reduce the stated rate of or change the stated time for payment of interest on any Note;
(3) reduce the principal of or extend the Stated Maturity of any Note;
(4) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be
redeemed, in each case as described above under “—Optional Redemption”;
(5) make any Note payable in money other than that stated in the Note;
(6) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the Notes
(except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the
Notes and a waiver of the payment default that resulted from such acceleration);
(7) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders to
receive payments of principal of, or interest or premium, if any, on the Notes on or after the due dates therefore or to
institute suit for the enforcement of any such payment on or with respect to such Holder’s Notes;
(8) make any change to the subordination provisions of the Indenture that adversely affects the rights of any Holder;
(9) impair the right of any Holder to receive payment of principal of and interest on such Holder’s Notes on or after the
due dates therefor or to institute suit for the enforcement of any such payment on or with respect to such Holder’s Notes;
(10) make any change in the provisions of the Indenture described under “—Withholding Taxes” that adversely affects
the rights of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would
result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to
withhold or deduct Taxes so described thereunder unless the Payor agrees to pay Additional Amounts, if any, in respect
thereof;
(11) release any Subsidiary Guarantor from any of its obligations (or modify such obligations in any manner adverse to
the Holders) under any Subsidiary Guarantee or the Indenture, as applicable, except in accordance with the terms of the
Indenture;
(12) release the security interest granted for the benefit of the Holders in the Collateral other than pursuant to the terms
of the Security Documents, the Intercreditor Agreement, any applicable Additional Intercreditor Agreement or as
otherwise permitted by the Indenture; or
(13) make any change in the amendment and waiver provisions which require each Holder’s consent described in this
sentence.
Notwithstanding the foregoing, without the consent of any Holder, the Issuer, the Subsidiary Guarantors, the Trustee
and the other parties thereto, as applicable, may amend, supplement or otherwise modify the Indenture, the Notes, the
Security Documents, the Proceeds Loan Agreements, the Intercreditor Agreement and any Additional Intercreditor
Agreement to:
(1) cure any ambiguity, omission, defect, error or inconsistency;
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