iesy Repository GmbH - Irish Stock Exchange

(2) provide for the assumption by a successor Person of the obligations of the Issuer or any Subsidiary Guarantor under
the Indenture, the Notes, the Security Documents, the Proceeds Loan Agreements, the Intercreditor Agreement or any
Additional Intercreditor Agreement;
(3) provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated
Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated
Notes are described in Section 163(f)(2)(B) of the Code);
(4) add to the covenants for the benefit of the Holders or surrender any right or power conferred upon the Issuer or any
Subsidiary Guarantor;
(5) make any change that does not adversely affect the legal rights of any Holder under the Indenture;
(6) make any change (other than to the provisions set forth under “—Certain Covenants—Limitation on Indebtedness”)
as necessary (as determined in good faith by the Issuer) for the issuance of Additional Notes;
(7) to provide for any Restricted Subsidiary to become an Additional Subsidiary Guarantor in accordance with the
Indenture, to add Guarantees with respect to the Notes, to add security to or for the benefit of the Notes, or to confirm and
evidence the release, termination or discharge of any Subsidiary Guarantee or Lien (including pursuant to the Security
Documents) with respect to or securing the Notes when such release, termination or discharge is provided for under the
Indenture, the Security Documents, the Intercreditor Agreement or any Additional Intercreditor Agreement;
(8) in the case of the Security Documents, to mortgage, pledge, hypothecate or grant a security interest in favor of the
Security Trustee for the benefit of parties to the Senior Credit Facilities, in any property which is required by the Senior
Credit Facilities (as in effect on the Issue Date) to be mortgaged, pledged or hypothecated, or in which a security interest
is required to be granted to the Security Trustee, or to the extent necessary to grant a security interest for the benefit of any
Person, provided that the granting of such security interest is not prohibited by the Indenture or the Intercreditor
Agreement and the covenant described under “—Certain Covenants—Impairment of Security Interest” is complied with;
(9) to increase the amount of Indebtedness and the types of Indebtedness covered by the Intercreditor Agreement or any
Additional Intercreditor Agreement that may be Incurred by the Issuer or a Subsidiary Guarantor, in accordance with the
limitations set forth in the Indenture, and subject to the Intercreditor Agreement or any Additional Intercreditor Agreement
(including the addition of provisions relating to new Indebtedness ranking junior in right of payment to the Notes);
(10) to provide for the discharge of the Intercreditor Agreement or any Additional Intercreditor Agreement to the extent
that Indebtedness thereunder has been discharged or is to be refinanced;
(11) make such provisions as necessary to allow for Holders of the Notes to obtain or benefit from registration rights or
to qualify the Indenture under the Trust Indenture Act of 1939, as amended;
(12) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee pursuant to
the requirements thereof or to provide for the accession by the Trustee to the Intercreditor Agreement or any Additional
Intercreditor Agreement; or
(13) to limit or terminate the benefits available to any holder of Senior Indebtedness.
The Issuer will, for so long as the Notes are listed on the Official List of the Irish Stock Exchange, to the extent
required by the rules of the Irish Stock Exchange, inform the Irish Stock Exchange of any of the foregoing amendments,
supplements and waivers and provide, if necessary, a supplement to this prospectus setting forth reasonable details in
connection with any such amendments, supplements or waivers.
The consent of the Holders is not necessary under the Indenture to approve the particular form of any proposed
amendment. It is sufficient if such consent approves the substance of the proposed amendment. A consent to any amendment
or waiver under the Indenture by any Holder of Notes given in connection with a tender of such Holder’s Notes will not be
rendered invalid by such tender. After an amendment under the Indenture becomes effective, in the case of Holders of
Definitive Registered Notes, the Issuer is required to mail to the Holders a notice briefly describing such amendment.
However, the failure to give such notice to all the Holders or any defect in the notice will not impair or affect the validity of
the amendment. In addition, for so long as the Notes are listed on the Official List of the Irish Stock Exchange and the rules
of such exchange so require, the Issuer will deliver notice of any amendment, supplement and waiver to the Companies
Announcement Office in Dublin.
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