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Suspension of Covenants when Notes Rated Investment Grade
If on any date following the Issue Date:
(1)
the Notes have achieved Investment Grade Status; and
(2)
no Default or Event of Default shall have occurred and be continuing on such date,
then, beginning on that day and continuing until such time, if any, at which the Notes cease to have Investment Grade
Status (such period, the "
Suspension Period
"), the covenants specifically listed under the following captions in this
"Description of Notes" will no longer be applicable to the Notes and any related default provisions of the Indenture will
cease to be effective and will not be applicable to the Issuer and its Restricted Subsidiaries:
(1)
"—
Certain Covenants—Restricted Payments
";
(2)
"—
Certain Covenants—Dividend and other Payment Restrictions Affecting Subsidiaries
";
(3)
"—
Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock
";
(4)
"—
Certain Covenants—Transactions with Affiliates
";
(5)
"—
Certain Covenants—Limitation on Guarantees of Indebtedness by Restricted Subsidiaries
";
(6)
clause (4) of the first paragraph of the covenant described under "—
Certain Covenants—Merger,
Consolidation or Sale of Assets
";
(7)
"—
Repurchase at the Option of Noteholders—Asset Sales
"; and
(8)
"—
Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries
".
Such covenants will not, however, be of any effect with regard to the actions of the Issuer and the Restricted Subsidiaries
properly taken during the continuance of the Suspension Period;
provided
that (a) with respect to the Restricted
Payments made after any such reinstatement, the amount of Restricted Payments will be calculated as though the
covenant described under the caption "—
Restricted Payments
" had been in effect prior to, but not during, the Suspension
Period and (b) all Indebtedness incurred, or Disqualified Stock or preferred stock issued, during the Suspension Period
will be classified to have been incurred or issued pursuant to clause (2) of the second paragraph of the caption "—
Incurrence of Indebtedness and Issuance of Preferred Stock
". Upon the occurrence of a Suspension Period, the amount
of Excess Proceeds shall be reset at zero.
There can be no assurance that the Notes will ever achieve or maintain an Investment Grade Status.
Maintenance of Listing
The Issuer will use its commercially reasonable efforts to maintain the listing of the Notes on the Global Exchange
Market of the Irish Stock Exchange for so long as such Notes are outstanding;
provided
that if the Issuer is unable to
obtain admission to listing of the Notes on the Irish Stock Exchange or if at any time the Issuer determines that it will not
so list or maintain such listing, it will use its commercially reasonable efforts to obtain and maintain, a listing of such
Notes on another recognized stock exchange or exchange regulated market in Western Europe.
Events of Default and Remedies
Each of the following is an "Event of Default":
(1)
default for 30 days in the payment when due of interest or Additional Amounts, if any, with respect to the
Notes;
(2)
default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium,
if any, on, the Notes;
(3)
failure by the Issuer or any Guarantor to comply with the provisions described under the caption "—
Certain
Covenants—Merger, Consolidation or Sale of Assets
";
(4)
failure by the Issuer or any of its Restricted Subsidiaries to comply for 30 days after notice with any of the
provisions described under the caption "—
Repurchase at the Option of Noteholders—Change of Control
"
above;
(5)
failure by the Issuer or relevant Guarantor for 60 days after written notice to the Issuer by the Trustee or the
holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to
comply with any of the other agreements in the Indenture (other than a default in performance, or breach, or a
covenant or agreement which is specifically dealt with in clauses (1), (2) or (3));
(6)
default under any mortgage, indenture or instrument under which there may be issued or by which there may
be secured or evidenced any Indebtedness for money borrowed by the Issuer or any of its Restricted
Subsidiaries (or the payment of which is Guaranteed by the Issuer or any of its Restricted Subsidiaries),
whether such Indebtedness or Guarantee now exists, or is created, after the Issue Date, if that default:
