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detailed explanation of such conditions. Subject to the satisfaction of any conditions precedent set forth in a notice of
redemption, Notes called for redemption become due on the date fixed for redemption. On or after the redemption date,
interest ceases to accrue on Notes or portions of Notes called for redemption.
For Notes that are represented by global certificates held on behalf of Euroclear or Clearstream, notices may be given by
delivery of the relevant notices to Euroclear or Clearstream for communication to entitled account holders in substitution
for any required mailing. So long as any Notes are listed on the Official List of the Irish Stock Exchange and admitted
for trading on the Global Exchange Market of the Irish Stock Exchange and the rules of the Irish Stock Exchange so
require, any such notice to the holders of the relevant Notes shall also be published in a newspaper having a general
circulation in Ireland (which is expected to be
The Irish Times
) or, to the extent and in the manner permitted by such
rules, posted on the official website of the Irish Stock Exchange (
and, in connection with any redemption,
the Issuer will notify the Irish Stock Exchange of any change in the principal amount of Notes outstanding.
Certain Covenants
Restricted Payments
The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:
(A)
declare or pay any dividend or make any other payment or distribution on account of the Issuer's or any of its
Restricted Subsidiaries' Equity Interests (including, without limitation, any such payment or distribution made
in connection with any merger, amalgamation or consolidation involving the Issuer or any of its Restricted
Subsidiaries) or to the direct or indirect holders of the Issuer's or any of its Restricted Subsidiaries' Equity
Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than
Disqualified Stock) of the Issuer and other than dividends or distributions payable to the Issuer or a Restricted
Subsidiary of the Issuer);
(B)
repurchase, purchase, redeem or otherwise acquire or retire for value (including, without limitation, any such
purchase, redemption, acquisition or retirement made in connection with any merger, amalgamation or
consolidation involving the Issuer) any Equity Interests of the Issuer or any direct or indirect parent of the
Issuer;
(C)
make any principal payment on or with respect to, or repurchase, redeem, defease or otherwise acquire or
retire for value, prior to the Stated Maturity thereof, any Indebtedness of the Issuer or any Guarantor that is
expressly contractually subordinated in right of payment to the Notes or to any Note Guarantee (excluding any
intercompany Indebtedness between or among the Issuer and/or any of its Restricted Subsidiaries), except (i) a
payment of principal at the Stated Maturity thereof or (ii) the repurchase, redemption or other acquisition of
Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or
scheduled maturity, in each case due within one year of the date of such repurchase, redemption or other
acquisition; or
(D)
make any Restricted Investment;
(all such payments and other actions set forth in clauses (A) through (D) above being collectively referred to as
"
Restricted Payments
"), unless, at the time of and after giving
pro forma
effect to such Restricted Payment:
(1)
no Default or Event of Default has occurred and is continuing or would occur as a consequence of such
Restricted Payment;
(2)
the Issuer would, at the time of such Restricted Payment and after giving
pro forma
effect thereto as if such
Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted
to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in
the first paragraph of the covenant described below under the caption "—Incurrence of Indebtedness and
Issuance of Preferred Stock"; and
(3)
such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the
Issuer and its Restricted Subsidiaries since the Issue Date (including Restricted Payments permitted by clauses
(1) and (14) of the next succeeding paragraph, but excluding all other Restricted Payments permitted by the
next succeeding paragraph), is equal to or less than the sum, without duplication, of:
(a)
50% of the Consolidated Net Income of the Issuer for the period (taken as one accounting period) from
the beginning of the quarter commencing immediately prior to the Issue Date to the end of the Issuer's
most recently ended fiscal quarter for which internal financial statements are available at the time of
such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of
such deficit);
plus
(b)
100% of the aggregate net cash proceeds received, the Fair Market Value of marketable
securities
received and the Fair Market Value of other property received by the Issuer
since the Issue Date as a
contribution to its common capital or from the issue or sale
of Equity Interests of the Issuer (other than
Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or
