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(7)
to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes
or release Note Guarantees pursuant to the terms of the Indenture;
(8)
to secure the Notes; or
(9)
to evidence and provide for the acceptance and appointment under the Indenture of a successor trustee.
The consent of the holders of Notes 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.
Satisfaction and Discharge
The Indenture and the Note Guarantees will be discharged and will cease to be of further effect as to all Notes issued
thereunder, when:
(1)
either:
(a)
all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or
paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the
Issuer, have been delivered to the Trustee for cancellation; or
(b)
all Notes that have not been delivered to the Trustee for cancellation have become due and payable by
reason of the mailing of a notice of redemption or otherwise or will become due and payable within
one year, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the
Trustee as trust funds in trust solely for the benefit of the holders, cash in US dollars, non-callable US
Government Obligations, or a combination of cash in US dollars and non-callable US Government
Obligations, in amounts as will be sufficient, without consideration of any reinvestment of interest, to
pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for
principal, premium, Additional Amounts, if any, and accrued interest to the date of maturity or
redemption;
(2)
in the case of (1)(b), no Default or Event of Default has occurred and is continuing on the date of the deposit
(other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit)
and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to
which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound;
(3)
the Issuer or any Guarantor has paid or caused to be paid all sums payable by it under the Indenture; and
(4)
the Issuer has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited
money toward the payment of the Notes at maturity or on the redemption date, as the case may be.
In addition, the Issuer must deliver an officer's certificate and an opinion of counsel to the Trustee stating that all
conditions precedent to satisfaction and discharge have been satisfied;
provided
that any such counsel may rely on any
officer's certificate as to matters of fact (including as to compliance with the foregoing clauses (1), (2), (3) and (4).
Listing
Application has been made to list the Notes on the Official List of the Irish Stock Exchange and to admit the Notes for
trading on the Global Exchange Market of the Irish Stock Exchange. There can be no assurance that the application will
be accepted.
Judgment Currency
Any payment on account of an amount that is payable in US dollars which is made to or for the account of any holder or
the Trustee in lawful currency of any other jurisdiction (the "
Judgment Currency
"), whether as a result of any judgment
or order or the enforcement thereof or the liquidation of the Issuer or any Guarantor, shall constitute a discharge of the
Issuer or the Guarantor's obligation under the Indenture and the Notes or Note Guarantee, as the case may be, only to the
extent of the amount of US dollars with such holder or the Trustee, as the case may be, could purchase in the London
foreign exchange markets with the amount of the Judgment Currency in accordance with normal banking procedures at
the rate of exchange prevailing on the first Business Day following receipt of the payment in the Judgment Currency. If
the amount of US dollars that could be so purchased is less than the amount of US dollars originally due to such holder
or the Trustee, as the case may be, the Issuer and the Guarantors shall indemnify and hold harmless the holder or the
Trustee, as the case may be, from and against all loss or damage arising out of, or as a result of, such deficiency. This
indemnity shall constitute an obligation separate and independent from the other obligations contained in the Indenture
or the Notes, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence
granted by any holder or the Trustee from time to time and shall continue in full force and effect notwithstanding any
judgment or order for a liquidated sum in respect of an amount due hereunder or under any judgment or order.
