exv10w3w1





Exhibit 10.3.1




 




BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II S.A.




and the Subordinated Guarantors named herein



91/2% Senior Subordinated Notes due 2017




 






SENIOR SUBORDINATED NOTES INDENTURE



Dated as of June 29, 2007



 






THE BANK OF NEW YORK,

as Trustee, Principal Paying Agent and Transfer Agent



BNY FUND SERVICES (IRELAND) LIMITED,

as Paying Agent in Dublin and Transfer Agent



CREDIT SUISSE,

as Security Agent




 
























 
















TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I	 	 	 	 
	 
	Definitions and Incorporation by Reference	 	 	 	 
	 
	SECTION 1.01. Definitions
	 	 	1	 
	SECTION 1.02. Other Definitions
	 	 	45	 
	SECTION 1.03. Rules of Construction
	 	 	46	 
	 
	ARTICLE II	 	 	 	 
	 
	The Securities	 	 	 	 
	 
	SECTION 2.01. Amount of Securities
	 	 	47	 
	SECTION 2.02. Form and Dating
	 	 	48	 
	SECTION 2.03. Execution and Authentication
	 	 	48	 
	SECTION 2.04. Registrar and Paying Agent
	 	 	49	 
	SECTION 2.05. Paying Agent to Hold Money
	 	 	50	 
	SECTION 2.06. Holder Lists
	 	 	50	 
	SECTION 2.07. Transfer and Exchange
	 	 	50	 
	SECTION 2.08. Replacement Securities
	 	 	51	 
	SECTION 2.09. Outstanding Securities
	 	 	52	 
	SECTION 2.10. Temporary Securities
	 	 	52	 
	SECTION 2.11. Cancellation
	 	 	52	 
	SECTION 2.12. Defaulted Interest
	 	 	52	 
	SECTION 2.13. Common Codes, ISINs, etc
	 	 	53	 
	SECTION 2.14. Calculation of Principal Amount of Securities
	 	 	53	 
	SECTION 2.15. Currency
	 	 	53	 
	 
	ARTICLE III	 	 	 	 
	 
	Redemption	 	 	 	 
	 
	SECTION 3.01. Redemption
	 	 	54	 
	SECTION 3.02. Applicability of Article
	 	 	54	 
	SECTION 3.03. Notices to Trustee
	 	 	54	 
	SECTION 3.04. Selection of Securities to Be Redeemed
	 	 	55	 
	SECTION 3.05. Notice of Optional Redemption
	 	 	55	 
	SECTION 3.06. Effect of Notice of Redemption
	 	 	56	 
	SECTION 3.07. Deposit of Redemption Price
	 	 	56	 
	SECTION 3.08. Securities Redeemed in Part
	 	 	57	 
	 
	ARTICLE IV	 	 	 	 
	 
	Covenants	 	 	 	 
	 
	SECTION 4.01. Payment of Securities
	 	 	57	 
	SECTION 4.02. Reports and Other Information
	 	 	57	 






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	 	 	Page	 
	SECTION 4.03. Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock
	 	 	60	 
	SECTION 4.04. Limitation on Restricted Payments
	 	 	67	 
	SECTION 4.05. Dividend and Other Payment Restrictions Affecting Subsidiaries
	 	 	74	 
	SECTION 4.06. Asset Sales
	 	 	76	 
	SECTION 4.07. Transactions with Affiliates
	 	 	79	 
	SECTION 4.08. Change of Control
	 	 	82	 
	SECTION 4.09. Compliance Certificate
	 	 	85	 
	SECTION 4.10. Further Instruments and Acts
	 	 	85	 
	SECTION 4.11. Future Subordinated Guarantors
	 	 	85	 
	SECTION 4.12. Liens
	 	 	86	 
	SECTION 4.13. Limitation on Other Activities
	 	 	87	 
	SECTION 4.14. Maintenance of Office or Agency
	 	 	88	 
	SECTION 4.15. Withholding Taxes
	 	 	89	 
	SECTION 4.16. [Reserved]
	 	 	91	 
	SECTION 4.17. Impairment of Security Interest
	 	 	91	 
	SECTION 4.18. Admission to Trading
	 	 	92	 
	SECTION 4.19. Suspension/Fall-Away of Covenants on Achievement of Investment Grade Status
	 	 	92	 
	SECTION 4.20. Intercreditor Agreements
	 	 	93	 
	 
	ARTICLE V	 	 	 	 
	 
	Successor Company	 	 	 	 
	 
	SECTION 5.01. When Issuer or Holdings I May Merge or Transfer Assets
	 	 	94	 
	 
	ARTICLE VI	 	 	 	 
	 
	Defaults and Remedies	 	 	 	 
	 
	SECTION 6.01. Events of Default
	 	 	97	 
	SECTION 6.02. Acceleration
	 	 	100	 
	SECTION 6.03. Other Remedies
	 	 	100	 
	SECTION 6.04. Waiver of Past Defaults
	 	 	100	 
	SECTION 6.05. Control by Majority
	 	 	101	 
	SECTION 6.06. Limitation on Suits
	 	 	101	 
	SECTION 6.07. Rights of the Holders to Receive Payment
	 	 	101	 
	SECTION 6.08. Collection Suit by Trustee
	 	 	102	 
	SECTION 6.09. Trustee May File Proofs of Claim
	 	 	102	 
	SECTION 6.10. Priorities
	 	 	102	 
	SECTION 6.11. Undertaking for Costs
	 	 	103	 
	SECTION 6.12. Waiver of Stay or Extension Laws
	 	 	103	 
	SECTION 6.13. Direction to Agents
	 	 	103	 
	 
	ARTICLE VII	 	 	 	 
	 
	Trustee	 	 	 	 
	 
	SECTION 7.01. Duties of Trustee
	 	 	103	 






ii









 






	 	 	 	 	 
	 	 	Page	 
	SECTION 7.02. Rights of Trustee
	 	 	104	 
	SECTION 7.03. Individual Rights of Trustee
	 	 	107	 
	SECTION 7.04. Trustee’s Disclaimer
	 	 	107	 
	SECTION 7.05. Notice of Defaults
	 	 	107	 
	SECTION 7.06. [Reserved]
	 	 	107	 
	SECTION 7.07. Compensation and Indemnity
	 	 	107	 
	SECTION 7.08. Replacement of Trustee or Agent
	 	 	108	 
	SECTION 7.09. Successor Trustee by Merger
	 	 	109	 
	SECTION 7.10. Eligibility; Disqualification
	 	 	110	 
	 
	ARTICLE VIII	 	 	 	 
	 
	Discharge of Indenture; Defeasance	 	 	 	 
	 
	SECTION 8.01. Discharge of Liability on Securities; Defeasance
	 	 	110	 
	SECTION 8.02. Conditions to Defeasance
	 	 	111	 
	SECTION 8.03. Application of Trust Money
	 	 	112	 
	SECTION 8.04. Repayment to Issuer
	 	 	113	 
	SECTION 8.05. Indemnity for European Government Obligations
	 	 	113	 
	SECTION 8.06. Reinstatement
	 	 	113	 
	 
	ARTICLE IX	 	 	 	 
	 
	Amendments and Waivers	 	 	 	 
	 
	SECTION 9.01. Without Consent of the Holders
	 	 	113	 
	SECTION 9.02. With Consent of the Holders
	 	 	115	 
	SECTION 9.03. Notification of Stock Exchange
	 	 	116	 
	SECTION 9.04. Revocation and Effect of Consents and Waivers
	 	 	117	 
	SECTION 9.05. Notation on or Exchange of Securities
	 	 	117	 
	SECTION 9.06. Trustee to Sign Amendments
	 	 	117	 
	SECTION 9.07. Payment for Consent
	 	 	118	 
	 
	ARTICLE X	 	 	 	 
	 
	Guarantees	 	 	 	 
	 
	SECTION 10.01. Guarantees
	 	 	118	 
	SECTION 10.02. Limitation on Liability
	 	 	120	 
	SECTION 10.03. Successors and Assigns
	 	 	120	 
	SECTION 10.04. No Waiver
	 	 	120	 
	SECTION 10.05. Modification
	 	 	120	 
	SECTION 10.06. Release of Subordinated Guarantor
	 	 	120	 
	 
	ARTICLE XI	 	 	 	 
	 
	Subordination	 	 	 	 
	 
	SECTION 11.01. Agreement to Subordinate
	 	 	121	 
	SECTION 11.02. Subordination on Insolvency
	 	 	122	 






iii









 






	 	 	 	 	 
	 	 	Page	 
	SECTION 11.03. Limitation on Enforcement
	 	 	123	 
	SECTION 11.04. Default on Senior Indebtedness
	 	 	124	 
	SECTION 11.05. When Distribution Must Be Paid Over
	 	 	125	 
	SECTION 11.06. Subrogation
	 	 	126	 
	SECTION 11.07. Relative Rights
	 	 	126	 
	SECTION 11.08. Subordination May Not Be Impaired
	 	 	127	 
	SECTION 11.09. Rights of Trustee and Paying Agent
	 	 	127	 
	SECTION 11.10. Distribution or Notice to Representative
	 	 	127	 
	SECTION 11.11. Article XI Not To Prevent Events of Default
	 	 	127	 
	SECTION 11.12. Trustee To Effectuate Subordination
	 	 	127	 
	SECTION 11.13. Trustee Not Fiduciary
	 	 	128	 
	SECTION 11.14. Reliance by Holders of Senior Indebtedness on Subordination Provisions
	 	 	128	 
	 
	ARTICLE XII	 	 	 	 
	 
	Collateral and Security Documents	 	 	 	 
	 
	SECTION 12.01. Collateral and Security Documents
	 	 	128	 
	SECTION 12.02. Recording; Certificates and Opinions
	 	 	129	 
	SECTION 12.03. Suits To Protect the Collateral
	 	 	129	 
	SECTION 12.04. Enforcement of Collateral
	 	 	130	 
	SECTION 12.05. Determinations Relating to Collateral
	 	 	130	 
	SECTION 12.06. Release of Collateral
	 	 	130	 
	SECTION 12.07. Notices
	 	 	132	 
	SECTION 12.08. Security Agent
	 	 	132	 
	 
	ARTICLE XIII	 	 	 	 
	 
	Miscellaneous	 	 	 	 
	 
	SECTION 13.01. [Reserved]
	 	 	132	 
	SECTION 13.02. Notices
	 	 	132	 
	SECTION 13.03. Certificate and Opinion as to Conditions Precedent
	 	 	133	 
	SECTION 13.04. Statements Required in Certificate or Opinion
	 	 	133	 
	SECTION 13.05. When Securities Disregarded
	 	 	133	 
	SECTION 13.06. Rules by Trustee, Paying Agent and Registrar
	 	 	134	 
	SECTION 13.07. Legal Holidays
	 	 	134	 
	SECTION 13.08. Governing Law
	 	 	134	 
	SECTION 13.09. Consent to Jurisdiction and Service
	 	 	134	 
	SECTION 13.10. No Recourse Against Others
	 	 	135	 
	SECTION 13.11. Successors
	 	 	135	 
	SECTION 13.12. Multiple Originals
	 	 	135	 
	SECTION 13.13. Table of Contents; Headings
	 	 	135	 
	SECTION 13.14. Indenture Controls
	 	 	135	 
	SECTION 13.15. Severability
	 	 	135	 






iv









 





Appendix A — Provisions Relating to Securities



EXHIBIT INDEX




	 	 	 	 	 

	Exhibit A

	 	—
	 	Form of Original Security
	 
	 	 	 	 
	Exhibit B

	 	—
	 	Form of Supplemental Indenture







v











 






     INDENTURE dated as of June 29, 2007 among BEVERAGE PACKAGING
HOLDINGS (LUXEMBOURG) II S.A., a Luxembourg public limited liability company
(société anonyme), having its registered office at 1, rue des Glacis, L-1628
Luxembourg, Grand-Duchy of Luxembourg, registered with the Luxembourg Trade
Register under the number B129.914 (the “Issuer”), the Initial Subordinated
Note Guarantors (as defined herein), THE BANK OF NEW YORK, as trustee (the
“Trustee”), principal paying agent and transfer agent, BNY FUND SERVICES
(IRELAND) LIMITED, as Paying Agent in Dublin and transfer agent, and CREDIT
SUISSE, as security agent (the “Security Agent”).



          Each party agrees as follows for the benefit of the other parties and for the equal and
ratable benefit of the Holders of (a) €420,000,000 aggregate principal amount of the 91/2% Senior
Subordinated Notes due 2017 (the “Original Securities”) issued on the date hereof and (b) any
Additional Securities (as defined herein) that may be issued after the date hereof (all such
securities in clauses (a) and (b) being referred to collectively as the “Securities”). Subject to
the conditions and compliance with the covenants set forth herein, the Issuer may issue an
unlimited aggregate principal amount of Additional Securities.



ARTICLE I




Definitions and Incorporation by Reference



          SECTION 1.01. Definitions.



          “Acquired Indebtedness” means, with respect to any specified Person:




     (1) Indebtedness of any other Person existing at the time such other Person is merged,
consolidated or amalgamated with or into or became a Restricted Subsidiary of such specified
Person (including, for the avoidance of doubt, Indebtedness Incurred by such other Person in
connection with, or in contemplation of, such other Person merging, consolidating or
amalgamating with or into or becoming a Restricted Subsidiary of such specified Person); and




     (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified
Person.



          “Acquisition” means the acquisition by Luxco of the Target, by way of purchase of all the
Target Shares (i) from Holdings prior to the Issue Date, (ii) under the Offer and Squeeze-Out,
(iii) by way of market purchases and (iv) by way of over-the-counter purchases.



          “Acquisition Documents” means the Offer Prospectus, the Pre-Announcement and any other
document entered into in connection therewith, in each case as amended, supplemented or modified
from time to time prior to the Issue Date or thereafter (so long as any amendment, supplement or
modification after the Issue Date, together with all other amendments, supplements and
modifications after the Issue Date, taken as a whole, is not more disadvantageous to the



 









 




holders of the Securities in any material respect than the Acquisition Documents as in effect
on the Issue Date).




          “Additional Securities” means Securities (other than the Original Securities) issued under the
terms of this Indenture subsequent to the Issue Date.



          “Affiliate” of any specified Person means any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such specified Person. For
purposes of this definition, “control” (including, with correlative meanings, the terms
“controlling,” “controlled by” and “under common control with”), as used with respect to any
Person, means the possession, directly or indirectly, of the power to direct or cause the direction
of the management or policies of such Person, whether through the ownership of voting securities,
by agreement or otherwise.



          “Agent” means any Registrar, Paying Agent or Transfer Agent.



          “Applicable Premium” means, with respect to any Security at any redemption date, the greater
of:




     (1) 1.00% of the principal amount of the Security; and




     (2) the excess, if any, of:




     (a) the present value at such redemption date of (i) the redemption price of
such Security, on June 15, 2012 (such redemption price being set forth in Paragraph
5 of the Security, exclusive of any accrued interest) plus (ii) all required
remaining scheduled interest payments due on the Security through June 15, 2012
(excluding accrued but unpaid interest to the redemption date), computed using a
discount rate equal to the Bund Rate plus 50 basis points; over




     (b) the principal amount of such Security on such redemption date.



          “Asset Sale” means:




     (1) the sale, conveyance, transfer or other disposition (whether in a single
transaction or a series of related transactions) of property or assets (including by way of
a Sale/Leaseback Transaction) outside the ordinary course of business of the Issuer,
Holdings I or any Restricted Subsidiary (each referred to in this definition as a
“disposition”) or




     (2) the issuance or sale of Equity Interests (other than directors’ qualifying shares
and shares issued to foreign nationals or other third parties to the extent required by
applicable law) of any Restricted Subsidiary (other than to the Issuer, Holdings I or a
Restricted Subsidiary and other than the issuance of Preferred Stock of a Restricted
Subsidiary issued in compliance with Section 4.03) (whether in a single transaction or a
series of related transactions),



          in each case other than:



2









 






     (a) a disposition of cash, Cash Equivalents or Investment Grade Securities or obsolete,
surplus or worn-out property or equipment in the ordinary course of business;




     (b) transactions permitted pursuant to Section 5.01 or any disposition that constitutes
a Change of Control;




     (c) any Restricted Payment or Permitted Investment that is permitted to be made, and is
made, under Section 4.04;




     (d) any disposition of assets or issuance or sale of Equity Interests of any Restricted
Subsidiary, which assets or Equity Interests so disposed or issued have an aggregate Fair
Market Value of less than €10.0 million;




     (e) any disposition of property or assets, or the issuance of securities, by a
Restricted Subsidiary to Holdings or by the Issuer, Holdings I or a Restricted Subsidiary to
a Restricted Subsidiary;




     (f) any exchange of assets (including a combination of assets and Cash Equivalents) for
assets related to a Similar Business of comparable or greater Fair Market Value or, as
determined in good faith by senior management or the Board of Directors of the Issuer or
Holdings I, useful to the business of the Issuer, Holdings I and the Restricted Subsidiaries
as a whole;




     (g) foreclosure, exercise of termination rights or any similar action with respect to
any property or any other asset of the Issuer, Holdings I or any Restricted Subsidiaries;




     (h) any sale of Equity Interests in, or Indebtedness or other securities of, an
Unrestricted Subsidiary;




     (i) the lease, assignment or sublease of any real or personal property in the ordinary
course of business;




     (j) any sale of inventory, trading stock or other assets in the ordinary course of
business;




     (k) any grant in the ordinary course of business of any license of patents, trademarks,
know-how or any other intellectual property;




     (l) an issuance of Capital Stock pursuant to an equity incentive or compensation plan
approved by the Board of Directors;




     (m) dispositions consisting of the granting of Permitted Liens or Permitted Collateral
Liens;




     (n) dispositions of receivables in connection with the compromise, settlement or
collection thereof in the ordinary course of business or in bankruptcy or similar
proceedings and exclusive of factoring or similar arrangements;



3









 






     (o) any disposition of Capital Stock of a Restricted Subsidiary pursuant to an
agreement or other obligation with or to a Person (other than the Issuer, Holdings I or a
Restricted Subsidiary) from whom such Restricted Subsidiary was acquired or from whom such
Restricted Subsidiary acquired its business and assets (having been newly formed in
connection with such acquisition), made as part of such acquisition and in each case
comprising all or a portion of the consideration in respect of such sale or acquisition;




     (p) any surrender or waiver of contract rights or the settlement, release, recovery on
or surrender of contract, tort or other claims of any kind;




     (q) a Financing Disposition or a transfer (including by capital contribution) of
accounts receivable and related assets of the type specified in the definition of
“Receivables Financing” (or a fractional undivided interest therein) by a Receivables
Subsidiary or any Restricted Subsidiary (x) in a Qualified Receivables Financing or (y)
pursuant to any other factoring on arm’s length terms or (z) in the ordinary course of
business;




     (r) the sale of any property in a Sale/Leaseback Transaction not prohibited by this
Indenture with respect to any assets built or acquired by the Issuer, Holdings I or any
Restricted Subsidiary after the Issue Date;




     (s) in the ordinary course of business, any lease, assignment or sublease of any real
or personal property, in exchange for services (including in connection with any outsourcing
arrangements) of comparable or greater Fair Market Value or, as determined in good faith by
senior management or the Board of Directors of the Issuer or Holdings I, useful to the
business of the Issuer, Holdings I and its Restricted Subsidiaries as a whole; provided,
that any cash or Cash Equivalents received must be applied in accordance with Section 4.06;
and




     (t) sales or other dispositions of Equity Interests in joint ventures in existence on
the Issue Date.




     “Bank Indebtedness” means any and all amounts payable under or in respect of any Credit
Agreement, the other Credit Agreement Documents and any Local Facility Agreement, in each
case as amended, restated, supplemented, waived, replaced, restructured, repaid, refunded,
refinanced or otherwise modified from time to time (including after termination of such
Credit Agreement or Local Facility Agreement), including principal, premium (if any),
interest (including interest accruing on or after the filing of any petition in bankruptcy
or for reorganization relating to Holdings, the Issuer or Holdings I whether or not a claim
for post-filing interest is allowed in such proceedings), fees, charges, expenses,
reimbursement obligations, guarantees and all other amounts payable thereunder or in respect
thereof.



          “Board of Directors” means, as to any Person, the board of directors or managers, as
applicable, of such Person (or, if such Person is a partnership, the board of directors or other
governing body of the general partner of such Person) or any duly authorized committee thereof.



4









 





          “Bund Rate” means, with respect to any relevant date, the rate per annum equal to the
equivalent yield to maturity as of such date of the Comparable German Bund Issue, assuming a price
for the Comparable German Bund Issue (expressed as a percentage of its principal amount) equal to
the Comparable German Bund Price for such relevant date, where:




     (1) “Comparable German Bund Issue” means the German Bundesanleihe security
selected by any Reference German Bund Dealer as having a fixed maturity most nearly
equal to the period from such redemption date to June 15, 2012, and that would be
utilized at the time of selection and in accordance with customary financial
practice, in pricing new issues of euro-denominated corporate debt securities in a
principal amount approximately equal to the then outstanding principal amount of the
Securities and of a maturity most nearly equal to June 15, 2012; provided, however,
that, if the period from such redemption date to June 15, 2012, is less than one
year, a fixed maturity of one year shall be used;




     (2) “Comparable German Bund Price” means, with respect to any relevant date,
the average of all Reference German Bund Dealer Quotations for such date (which, in
any event, must include at least two such quotations), after excluding the highest
and lowest such Reference German Bund Dealer Quotations, or if the Issuer obtains
fewer than four such Reference German Bund Dealer Quotations, the average of all
such quotations;




     (3) “Reference German Bund Dealer” means any dealer of German Bundesanleihe
securities appointed by the Issuer in consultation with the Trustee; and




     (4) “Reference German Bund Dealer Quotations” means, with respect to each
Reference German Bund Dealer and any relevant date, the average as determined by the
Issuer of the bid and offered prices for the Comparable German Bund Issue (expressed
in each case as a percentage of its principal amount) quoted in writing to the
Issuer by such Reference German Bund Dealer at 3:30 p.m. Frankfurt, Germany, time on
the third Business Day preceding the relevant date.



          “Business Day” means a day other than a Saturday, Sunday or other day on which banking
institutions are authorized or required by law to close in New York City, Luxembourg or London.



          “Capital Stock” means:




     (1) in the case of a corporation, corporate stock or shares;




     (2) in the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate stock;




     (3) in the case of a partnership or limited liability company, partnership or
membership interests (whether general or limited); and



5









 






     (4) any other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing Person.



          “Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the
amount of the liability in respect of a capital lease that would at such time be required to be
capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in
accordance with GAAP.



          “Cash Equivalents” means:




     (1) U.S. dollars, pounds sterling, euro, the national currency of any member state in
the European Union or, in the case of any Restricted Subsidiary that is not organized or
existing under the laws of the United States, any member state of the European Union or any
state or territory thereof, such local currencies held by it from time to time in the
ordinary course of business;




     (2) securities issued or directly and fully guaranteed or insured by the U.S., U.K.,
Canadian, Swiss or Japanese government or any country that is a member of the European Union
or any agency or instrumentality thereof in each case maturing not more than two years from
the date of acquisition;




     (3) certificates of deposit, time deposits and eurodollar time deposits with maturities
of one year or less from the date of acquisition, bankers’ acceptances, in each case with
maturities not exceeding one year and overnight bank deposits, in each case with any
commercial bank whose long-term debt is rated “A” or the equivalent thereof by Moody’s or
S&P (or reasonably equivalent ratings of another internationally recognized ratings agency);




     (4) repurchase obligations for underlying securities of the types described in clauses
(2) and (3) above entered into with any financial institution meeting the qualifications
specified in clause (3) above;




     (5) commercial paper issued by a corporation (other than an Affiliate of the Issuer)
rated at least “A-2” or the equivalent thereof by S&P or “P-2” or the equivalent thereof by
Moody’s (or reasonably equivalent ratings of another internationally recognized ratings
agency) and in each case maturing within one year after the date of acquisition;




     (6) readily marketable direct obligations issued by any state of the United States of
America, any province of Canada, any member of the European Monetary Union, the United
Kingdom, Switzerland or Norway or any political subdivision thereof having one of the two
highest rating categories obtainable from either Moody’s or S&P (or reasonably equivalent
ratings of another internationally recognized ratings agency) in each case with maturities
not exceeding two years from the date of acquisition;



6









 






     (7) Indebtedness issued by Persons (other than the Issuer or any of its Affiliates)
with a rating of “A” or higher from S&P or “A-2” or higher from Moody’s in each case with
maturities not exceeding two years from the date of acquisition;




     (8) for the purpose of paragraph (a) of the definition of “Asset Sale,” any marketable
securities of third parties owned by the Issuer, Holdings I and/or its Restricted
Subsidiaries on the Issue Date;




     (9) interest in investment funds investing at least 95% of their assets in securities
of the types described in clauses (1) through (7) above; and




     (10) instruments equivalent to those referred to in clauses (1) through (8) above
denominated in euro or any other foreign currency comparable in credit quality and tenor to
those referred to above and commonly used by corporations for cash management purposes in
any jurisdiction outside the United States to the extent reasonably required in connection
with any business conducted by any Subsidiary organized in such jurisdiction.



          “Change of Control” means the occurrence of any of the following events:




     (i) the sale, lease or transfer, in one or a series of transactions, of all or
Substantially All the assets of the Issuer or Holdings I and its Subsidiaries, taken as a
whole, to a Person other than, directly or indirectly, any of the Permitted Holders;




     (ii) the Issuer or Holdings I becomes aware (by way of a report or any other filing
pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) of
the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section
14(d)(2) of the Exchange Act, or any successor provision), including any group acting for
the purpose of acquiring, holding or disposing of securities (within the meaning of Rule
13d-5(b)(1) under the Exchange Act), other than any of the Permitted Holders, in a single
transaction or in a related series of transactions, by way of merger, consolidation or other
business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3
under the Exchange Act, or any successor provision), of more than 50% of the total voting
power of the Voting Stock of the Issuer or Holdings I, as applicable, or any direct or
indirect parent of the Issuer or Holdings I, as applicable; or




     (iii) Holdings (or any successor entity thereof) ceases to own, directly or indirectly,
100% of the Capital Stock of the Issuer, Holdings I or Luxco, other than directors’
qualifying shares or other de minimis shareholdings required by law.



          “Clearstream” means Clearstream Banking, société anonyme or any successor securities clearing
agency.



          “Code” means the Internal Revenue Code of 1986, as amended.



          “Collateral” means, as of the Issue Date, the Capital Stock of Holdings I and the receivables
under the Proceeds Loans and, thereafter, any other collateral described in or subject to the
Security Documents.



7









 





          “Consolidated Interest Expense” means, with respect to any Person for any period, the sum,
without duplication, of:




     (1) consolidated interest expense of such Person and its Restricted Subsidiaries for
such period, to the extent such expense was deducted in computing Consolidated Net Profit
(including amortization of original issue discount and bond premium, the interest component
of Capitalized Lease Obligations, and net payments and receipts (if any) pursuant to
interest rate Hedging Obligations (provided, however, that if Hedging Obligations result in
net benefits received by such Person, such benefits shall be credited to reduce Consolidated
Interest Expense to the extent paid in cash unless, pursuant to GAAP, such net benefits are
otherwise reflected in Consolidated Net Profit) and excluding amortization of deferred
financing fees, debt issuance costs, commissions, fees and expenses and expensing of any
bridge commitment or other financing fees); plus




     (2) consolidated capitalized interest of such Person and its Restricted Subsidiaries
for such period, whether paid or accrued (but excluding any capitalizing interest on
Subordinated Shareholder Funding); plus




     (3) commissions, discounts, yield and other fees and charges Incurred in connection
with any Receivables Financing which are payable to Persons other than the Issuer, Holdings
I and their Restricted Subsidiaries; minus




     (4) interest income for such period.



          “Consolidated Net Profit” means, with respect to any Person for any period, the aggregate of
the Net Profit of such Person and its Restricted Subsidiaries for such period, on a consolidated
basis; provided, however, that, without duplication:




     (1) any net after-tax extraordinary, nonrecurring or unusual gains or losses or income,
expenses or charges (less all fees and expenses relating thereto) including severance
expenses, relocation costs and expenses and expenses or charges related to any Equity
Offering, Permitted Investment, acquisition (including integration costs) or Indebtedness
permitted to be Incurred by this Indenture (in each case, whether or not successful),
including any such fees, expenses, charges or change in control payments made under the
Acquisition Documents or otherwise related to the Transactions, in each case, shall be
excluded;




     (2) any increase in amortization or depreciation or any one-time non-cash charges or
increases or reductions in Net Profit, in each case resulting from purchase accounting in
connection with the Transactions or any acquisition that is consummated after the Issue Date
shall be excluded;




     (3) the Net Profit for such period shall not include the cumulative effect of a change
in accounting principles during such period;




     (4) any net after-tax income or loss from discontinued operations and any net after-tax
gains or losses on disposal of discontinued operations shall be excluded;



8









 






     (5) any net after-tax gains or losses (less all fees and expenses or charges relating
thereto) attributable to business dispositions or asset dispositions other than in the
ordinary course of business (as determined in good faith by the Board of Directors of the
Issuer or Holdings I) shall be excluded;




     (6) any net after-tax gains or losses (less all fees and expenses or charges relating
thereto) attributable to the early extinguishment of indebtedness or Hedging Obligations or
other derivative instruments shall be excluded;




     (7) the Net Profit for such period of any Person that is not a Subsidiary of such
Person, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of
accounting, shall be included only to the extent of the amount of dividends or distributions
or other payments paid in cash (or to the extent converted into cash) to the referent Person
or a Restricted Subsidiary thereof in respect of such period;




     (8) solely for the purpose of determining the amount available for Restricted Payments
under clause (1) of the definition of “Cumulative Credit”, the Net Profit for such period of
any Restricted Subsidiary (other than the Issuer or any Subordinated Guarantor) shall be
excluded to the extent that the declaration or payment of dividends or similar distributions
by such Restricted Subsidiary of its Net Profit is not at the date of determination
permitted without any prior governmental approval (which has not been obtained) or, directly
or indirectly, by the operation of the terms of its charter or any agreement, instrument,
judgment, decree, order, statute, rule or governmental regulation applicable to that
Restricted Subsidiary or its stockholders, unless such restrictions with respect to the
payment of dividends or similar distributions have been legally waived or are permitted
under Section 4.05; provided that the Consolidated Net Profit of such Person shall be
increased by the amount of dividends or other distributions or other payments actually paid
in cash (or converted into cash) by any such Restricted Subsidiary to such Person, to the
extent not already included therein;




     (9) an amount equal to the amount of Tax Distributions actually made to any parent of
such Person in respect of such period in accordance with Section 4.04(b)(xii) shall be
included as though such amounts had been paid as income taxes directly by such Person for
such period;




     (10) any non-cash impairment charges or asset write-offs, and the amortization of
intangibles arising in each case pursuant to GAAP or the pronouncements of the IASB shall be
excluded;




     (11) any non-cash expense realized or resulting from stock option plans, employee
benefit plans or post-employment benefit plans, grants and sales of stock, stock
appreciation or similar rights, stock options or other rights to officers, directors and
employees shall be excluded;




     (12) any (a) one-time non-cash compensation charges, (b) the costs and expenses after
the Issue Date related to employment of terminated employees, (c) costs or expenses realized
in connection with, resulting from or in anticipation of the Transactions or




9












 






(d) costs or expenses realized in connection with or resulting from stock
appreciation or similar rights, stock options or other rights existing on the Issue Date of
officers, directors and employees, in each case of such Person or any of its Restricted
Subsidiaries, shall be excluded;




     (13) accruals and reserves that are established or adjusted as a result of the
Transactions (including as a result of the adoption or modification of accounting policies
in connection with the Transactions) within 12 months after the Issue Date, and that are so
required to be established in accordance with GAAP shall be excluded;




     (14) solely for purposes of calculating EBITDA, (a) the Net Profit of any Person and
its Restricted Subsidiaries shall be calculated without deducting the income attributable
to, or adding the losses attributable to, the minority equity interests of third parties in
any non-wholly owned Restricted Subsidiary except to the extent of dividends declared or
paid in respect of such period or any prior period on the shares of Capital Stock of such
Restricted Subsidiary held by such third parties and (b) any ordinary course dividend,
distribution or other payment paid in cash and received from any Person in excess of amounts
included in clause (7) above shall be included;




     (15) (a) (i) the non-cash portion of “straight-line” rent expense shall be excluded and
(ii) the cash portion of “straight-line” rent expense that exceeds the amount expensed in
respect of such rent expense shall be included and (b) non-cash gains, losses, income and
expenses resulting from fair value accounting required by the applicable standard under GAAP
shall be excluded;




     (16) unrealized gains and losses relating to hedging transactions and mark-to-market of
Indebtedness denominated in foreign currencies resulting from the applications of the
applicable standard under GAAP shall be excluded; and




     (17) solely for the purpose of calculating Restricted Payments, the difference, if
positive, of the Consolidated Taxes of the Issuer and Holdings I calculated in accordance
with GAAP and the actual Consolidated Taxes paid in cash by the Issuer and Holdings I during
any Reference Period shall be included.



          Notwithstanding the foregoing, for the purpose of Section 4.04 only, there shall be excluded
from Consolidated Net Profit any dividends, repayments of loans or advances or other transfers of
assets from Unrestricted Subsidiaries of the Issuer or Holdings I or a Restricted Subsidiary to the
extent such dividends, repayments or transfers increase the amount of Restricted Payments permitted
under clauses (5) and (6) of the definition of “Cumulative Credit.”



          “Consolidated Non-cash Charges” means, with respect to any Person for any period, the
aggregate depreciation, amortization and other non-cash expenses of such Person and its Restricted
Subsidiaries reducing Consolidated Net Profit of such Person for such period on a consolidated
basis and otherwise determined in accordance with GAAP, but excluding any such charge which
consists of or requires an accrual of, or cash reserve for, anticipated cash charges for any future
period.



10









 





          “Consolidated Taxes” means with respect to any Person for any period, provision for taxes
based on income, profits or capital, including, without limitation, national, state, franchise and
similar taxes and any Tax Distributions taken into account in calculating Consolidated Net Profit.



          “Contingent Obligations” means, with respect to any Person, any obligation of such Person
guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness
(“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly
or indirectly, including, without limitation, any obligation of such Person, whether or not
contingent:




     (1) to purchase any such primary obligation or any property constituting direct or
indirect security therefor;




     (2) to advance or supply funds:




          (a) for the purchase or payment of any such primary obligation, or




          (b) to maintain working capital or equity capital of the primary obligor or otherwise
to maintain the net worth or solvency of the primary obligor; or




     (3) to purchase property, securities or services primarily for the purpose of assuring
the owner of any such primary obligation of the ability of the primary obligor to make
payment of such primary obligation against loss in respect thereof.



          “Credit Agreement” means (i) the senior facilities agreement dated May 11, 2007 among, among
others, Holdings I and Credit Suisse as mandated lead arranger, agent, issuing bank and security
trustee, as amended, restated, supplemented, waived, replaced (whether or not upon termination, and
whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or
otherwise modified from time to time, including any agreement or indenture extending the maturity
thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness
under such agreement or agreements or indenture or indentures or any successor or replacement
agreement or agreements or indenture or indentures or increasing the amount loaned or issued
thereunder (subject to compliance with Section 4.03) or altering the maturity thereof, and (ii)
whether or not the instruments referred to in clause (i) remain outstanding, if designated by the
Issuer to be included in the definition of “Credit Agreement,” one or more (A) debt facilities or
commercial paper facilities, providing for revolving credit loans, term loans, receivables
financing (including through the sale of receivables to lenders or to special purpose entities
formed to borrow from lenders against such receivables) or letters of credit, (B) debt securities,
indentures or other forms of debt financing (including convertible or exchangeable debt instruments
or bank guarantees or bankers’ acceptances) or (C) instruments or agreements evidencing any other
Indebtedness, in each case, with the same or different borrowers or issuers and, in each case, as
amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, replaced or
refunded in whole or in part from time to time.



          “Credit Agreement Documents” means the collective reference to the Credit Agreement, any notes
issued pursuant thereto and the guarantees thereof and any security documents entered into in
relation thereto, and the collateral documents relating thereto, as



11









 




amended, supplemented, restated, renewed, refunded, replaced, restructured, repaid, refinanced
or otherwise modified from time to time.




          “Cumulative Credit” means the sum of (without duplication):




     (1) 50% of the Consolidated Net Profit of the Issuer and Holdings I for the period
(taken as one accounting period, the “Reference Period”) from the beginning of the fiscal
quarter during which the Issue Date occurs to the end of the most recently ended fiscal
quarter for which combined internal financial statements of the Issuer and Holdings I are
available at the time of such Restricted Payment (or, in the case such Consolidated Net
Profit for such period is a deficit, minus 100% of such deficit); plus




     (2) 100% of the aggregate net proceeds, including cash and the Fair Market Value of
property other than cash received by the Issuer or Holdings I after the Issue Date (other
than net proceeds to the extent such net proceeds have been used to Incur Indebtedness,
Disqualified Stock, or Preferred Stock pursuant to clause (xxii) of Section 4.03(b)) from
the issue or sale of Equity Interests of the Issuer or Holdings I or Subordinated
Shareholder Funding to the Issuer or Holdings I (excluding Refunding Capital Stock,
Designated Preferred Stock, Excluded Contributions, and Disqualified Stock and other than in
connection with the Transactions), including Equity Interests issued upon exercise of
warrants or options (other than an issuance or sale to a Restricted Subsidiary); plus




     (3) 100% of the aggregate amount of contributions to the capital of the Issuer or
Holdings I received in cash and the Fair Market Value of property other than cash received
after the Issue Date (other than Excluded Contributions, Refunding Capital Stock, Designated
Preferred Stock, and Disqualified Stock and other than contributions (x) to the extent such
contributions have been used to Incur Indebtedness, Disqualified Stock, or Preferred Stock
pursuant to clause (xxii) of Section 4.03(b) or (y) made in connection with the
Transactions); plus




     (4) the principal amount of any Indebtedness, or the liquidation preference or maximum
fixed repurchase price, as the case may be, of any Disqualified Stock of the Issuer or
Holdings I or any Restricted Subsidiary thereof issued after the Issue Date (other than
Indebtedness or Disqualified Stock issued to a Restricted Subsidiary) which has been
converted into or exchanged for Equity Interests in or Subordinated Shareholder Funding of
the Issuer or Holdings I (other than Disqualified Stock) or any direct or indirect parent of
the Issuer or Holdings I (provided in the case of any parent, such Indebtedness or
Disqualified Stock is retired or extinguished); plus




     (5) 100% of the aggregate amount received by the Issuer, Holdings I or any Restricted
Subsidiary in cash and the Fair Market Value of property other than cash received by the
Issuer, Holdings I or any Restricted Subsidiary from:




     (A) the sale or other disposition (other than to the Issuer, Holdings I or a
Restricted Subsidiary and other than in connection with the Transactions) of
Restricted Investments made by the Issuer, Holdings I and the Restricted
Subsidiaries and from repurchases and redemptions of such Restricted Investments



12









 






from the Issuer, Holdings I and the Restricted Subsidiaries by any Person
(other than the Issuer, Holdings I or any Restricted Subsidiaries) and from
repayments of loans or advances and releases of guarantees, which constituted
Restricted Investments (other than in each case to the extent that the Restricted
Investment was made pursuant to clause (7) or (10) of Section 4.04(b)),




     (B) the sale (other than to the Issuer, Holdings I or a Restricted Subsidiary)
of the Capital Stock of an Unrestricted Subsidiary, or




     (C) a distribution or dividend from an Unrestricted Subsidiary; plus




     (6) in the event any Unrestricted Subsidiary of the Issuer or Holdings I has been
redesignated as a Restricted Subsidiary or has been merged, consolidated or amalgamated with
or into, or transfers or conveys its assets to, or is liquidated into, the Issuer, Holdings
I or a Restricted Subsidiary, the Fair Market Value (and, if such Fair Market Value exceeds
€20.0 million, such Fair Market Value shall be set forth in a written resolution of a
majority of the Board of Directors of the Issuer) of the Investment of the Issuer or
Holdings I in such Unrestricted Subsidiary at the time of such redesignation, combination or
transfer (or of the assets transferred or conveyed, as applicable), after taking into
account any Indebtedness associated with the Unrestricted Subsidiary so designated or
combined or any Indebtedness associated with the assets so transferred or conveyed (other
than in each case to the extent that the designation of such Subsidiary as an Unrestricted
Subsidiary was made pursuant to clause (7) or (10) of Section 4.04(b) or constituted a
Permitted Investment).



          “Currency Agreement” means, in respect of a Person, any foreign exchange contract, currency
swap agreement, currency futures contract, currency option contract, currency derivative or other
similar agreement to which such Person is a party or beneficiary.



          “Default” means any event which is, or after notice or passage of time or both would be, an
Event of Default.



          “Designated Non-cash Consideration” means the Fair Market Value of non-cash consideration
received by the Issuer, Holdings I or one of the Restricted Subsidiaries in connection with an
Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officers’
Certificate, setting forth the basis of such valuation, less the amount of Cash Equivalents
received in connection with a subsequent sale of such Designated Non-cash Consideration.



          “Designated Preferred Stock” means Preferred Stock of the Issuer or Holdings I or any direct
or indirect parent of the Issuer or Holdings I (other than Disqualified Stock), that is issued for
cash (other than to the Issuer, Holdings I or any of their respective Subsidiaries or an employee
stock ownership plan or trust established by the Issuer, Holdings I or any of their respective
Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officers’
Certificate, on the issuance date thereof.



          “Designated Senior Agent” means the Senior Agent, the trustee for the Senior Securities and
any other representative of holders of Designated Senior Indebtedness designated as a “Designated
Senior Agent” in writing by the Issuer.



13









 





          “Designated Senior Indebtedness” means: (1) with respect to the Issuer, Indebtedness under the
Senior Securities; (2) with respect to each Subordinated Guarantor, Indebtedness of such
Subordinated Guarantor under (A) the First Priority Lien Obligations which, at the date of
designation by the Issuer, has an aggregate principal amount outstanding of, or under which, at the
date of designation by the Issuer, the holders thereof are committed to lend up to, at least €25.0
million, or its guarantee thereof and (B) its guarantee of the Senior Securities; and (3) with
respect to Holdings I, the Senior Notes Proceeds Loan.



          “Disinterested Directors” means, with respect to any Affiliate Transaction, one or more
members of the Board of Directors of the Issuer, Holdings I or any parent company of the Issuer and
Holdings I having no material direct or indirect financial interest in or with respect to such
Affiliate Transaction. A member of any such Board of Directors shall not be deemed to have such a
financial interest by reason of such member’s holding of Equity Interests of the Issuer, Holdings I
or any parent company of the Issuer and Holdings I or any options, warrants or other rights in
respect of such Equity Interests.



          “Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person
which, by its terms (or by the terms of any security into which it is convertible or for which it
is redeemable or exchangeable), or upon the happening of any event:




     (1) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise (other than as a result of a change of control or asset sale, provided that the
relevant asset sale or change of control provisions, taken as a whole, are not materially
more disadvantageous to the Holders of the Securities than is customary in comparable
transactions (as determined in good faith by the Issuer));




     (2) is convertible or exchangeable for Indebtedness or Disqualified Stock of such
Person; or




     (3) is redeemable at the option of the holder thereof, in whole or in part (other than
solely as a result of a change of control or asset sale),



          in each case prior to 91 days after the maturity date of the Securities or the date the
Securities are no longer outstanding; provided, however, that only the portion of Capital Stock
which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so
redeemable at the option of the holder thereof prior to such date shall be deemed to be
Disqualified Stock; provided, further, however, that if such Capital Stock is issued to any
employee or to any plan for the benefit of employees of the Issuer, Holdings I or their respective
Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute
Disqualified Stock solely because it may be required to be repurchased by the Issuer or Holdings I
in order to satisfy applicable statutory or regulatory obligations or as a result of such
employee’s termination, death or disability; provided, further, that any class of Capital Stock of
such Person that by its terms authorizes such Person to satisfy its obligations thereunder by
delivery of Capital Stock that is not Disqualified Stock shall not be deemed to be Disqualified
Stock.



14









 





          “EBITDA” means, with respect to any Person for any period, the Consolidated Net Profit of such
Person for such period plus, without duplication, to the extent the same was deducted in
calculating Consolidated Net Profit:




     (1) Consolidated Taxes; plus




     (2) Consolidated Interest Expense; plus




     (3) Consolidated Non-cash Charges; plus




     (4) business optimization expenses and other restructuring charges, expenses or
reserves; provided that with respect to each business optimization expense or other
restructuring charge, expense or reserve, the Issuer shall have delivered to the Trustee an
Officers’ Certificate specifying and quantifying such expense, charge or reserve and stating
that such expense, charge or reserve is a business optimization expense or other
restructuring charge or reserve, as the case may be; plus




     (5) the amount of management, monitoring, consulting and advisory fees and related
expenses paid to Rank (or any accruals relating to such fees and related expenses) during
such period pursuant to the terms of the agreements between Rank and the Issuer or Holdings
I and its Subsidiaries as described with particularity in the Offering Circular and as in
effect on the Issue Date; plus




     (6) all add backs reflected in the financial presentation of “Adjusted Pro Forma
EBITDA” in the amounts set forth in and as further described in the Offering Circular, but
only to the extent such add backs occurred in the consecutive four quarter period used in
the calculations of Fixed Charge Coverage Ratio and Senior Secured Indebtedness Leverage
Ratio, as the case may be;



          less, without duplication,




     (1) non-cash items increasing Consolidated Net Profit for such period (excluding the
recognition of deferred revenue or any items which represent the reversal of any accrual of,
or cash reserve for, anticipated cash charges that reduced EBITDA in any prior period and
any items for which cash was received in a prior period); less




     (2) all deductions reflected in the financial presentation of “Adjusted Pro Forma
EBITDA” in the amounts set forth in and as further described in the Offering Circular, but
only to the extent such deductions occurred in the consecutive four quarter period used in
the calculations of Fixed Charge Coverage Ratio and Senior Secured Indebtedness Leverage
Ratio, as the case may be.




     “Enforcement Action” means, with respect to any Indebtedness of the Issuer, Holdings I
and its Subsidiaries, any action (whether taken by the relevant creditor or creditors or an
agent or trustee on its or their behalf) to (a) demand payment, declare prematurely due and
payable or otherwise seek to accelerate payment of all or any part of such Indebtedness or
the premature termination or close out of certain Hedging Obligations; or (b) recover all or
any part of such Indebtedness (including by exercising



15









 






any rights of set-off or combination of accounts); or (c) exercise or enforce any
rights under or pursuant to any guarantee, indemnity or other similar assurance against loss
given by the Issuer, Holdings I or their respective Subsidiaries in respect of such
Indebtedness; or (d) exercise or enforce any rights under any security interest over assets
of the Issuer, Holdings I or their respective Subsidiaries whatsoever which secures such
Indebtedness; or (e) commence legal proceedings against any of the Issuer, Holdings I or
their respective Subsidiaries to recover any monies; or (f) commence, or take any other
steps which could reasonably be expected to lead to the commencement of, any Insolvency
Proceedings in relation to the Issuer, Holdings I or their respective Subsidiaries, provided
that, the following shall not constitute Enforcement Action:




     (i) the taking of any action (not falling within any of paragraphs (a) to (f) inclusive
above) necessary to preserve the validity and existence of claims, including the
registration of such claims before any court or governmental authority;




     (ii) to the extent entitled by law, the taking of action against any creditor (or any
agent, trustee or receiver acting on behalf of such creditor) to challenge the basis on
which any sale or disposal is to take place pursuant to powers granted to such persons under
any security documentation;




     (iii) bringing legal proceedings against any person (1) in connection with any
securities violation or common law fraud or (2) to restrain any actual or putative breach of
the Securities, this Indenture, the Subordinated Guarantees or the Intercreditor Agreement
or for specific performance with no claim for damages; or




     (iv) allegations of material misstatements or omissions made in connection with the
offering materials relating to the Securities or in reports furnished to creditors under the
Securities or any exchange on which the Securities are listed pursuant to information and
reporting requirements under this Indenture.



          “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire
Capital Stock (but excluding any debt security that is convertible into, or exchangeable for,
Capital Stock).



          “Equity Offering” means any public or private sale after the Issue Date of ordinary shares or
Preferred Stock of Holdings I or any direct or indirect parent of the Issuer or Holdings I, as
applicable (other than Disqualified Stock), other than:




     (1) public offerings with respect to Holdings I’s or such direct or indirect parent’s
ordinary shares registered on Form S-8;




     (2) issuances to any Subsidiary of the Issuer or Holdings I; and




     (3) any such public or private sale that constitutes an Excluded Contribution.



          “Euro Equivalent” means, with respect to any monetary amount in a currency other than euro, at
any time of determination thereof by the Issuer, Holdings I or the Trustee, the amount of euro
obtained by converting such currency other than euro involved in such



16









 




computation into euro at the spot rate for the purchase of euro with the applicable currency
other than euro as published in The Financial Times in the “Currency Rates” section (or, if The
Financial Times is no longer published, or if such information is no longer available in The
Financial Times, such source as may be selected in good faith by the Issuer or Holdings I) on the
date of such determination.




          “Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear Clearance System or
any successor securities clearing agency.



          “European Government Obligations” means any security that is (1) a direct obligation of the
Federal Republic of Germany, France, Austria or any other country that is a member of the European
Monetary Union on the date of this Indenture, or Switzerland, for the payment of which the full
faith and credit of such country is pledged or (2) an obligation of a person controlled or
supervised by and acting as an agency or instrumentality of any such country the payment of which
is unconditionally guaranteed as a full faith and credit obligation by such country, which, in
either case under the preceding clause (1) or (2), is not callable or redeemable at the option of
the issuer thereof.



          “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the SEC promulgated thereunder.



          “Excluded Contributions” means the Cash Equivalents or other assets (valued at their Fair
Market Value as determined in good faith by senior management or the Board of Directors of the
Issuer or Holdings I) received by the Issuer or Holdings I, as applicable, after the Issue Date
from:




     (1) contributions to its common equity capital; or




     (2) the sale (other than to a Subsidiary of the Issuer or Holdings I or to any
Subsidiary management equity plan or stock option plan or any other management or employee
benefit plan or agreement) of Capital Stock (other than Disqualified Stock and Designated
Preferred Stock) of the Issuer or Holdings I,



          in each case designated as Excluded Contributions pursuant to an Officers’ Certificate
executed by an Officer of the Issuer or Holdings I on or promptly after the date such capital
contributions are made or the date such Capital Stock is sold, as the case may be.



          “Fair Market Value” means, with respect to any asset or property, the price that could be
negotiated in an arm’s length, free market transaction, for cash, between a willing seller and a
willing and able buyer, neither of whom is under undue pressure or compulsion to complete the
transaction (as determined in good faith by the Issuer or Holdings I, except as otherwise provided
in this Indenture).



          “Financing Disposition” means any sale, transfer, conveyance or other disposition of inventory
that is equipment used in the product filling process by Holdings I or any Restricted Subsidiary
thereof to a Person that is not a Subsidiary of the Issuer or Holdings I that meets the following
conditions:



17









 






     (1) the Board of Directors of Holdings I shall have determined in good faith that such
sale, transfer, conveyance or other disposition is in the aggregate economically fair and
reasonable to Holdings I or, as the case may be, the Restricted Subsidiary in question;



          (2) all sales of such inventory are made at Fair Market Value;




     (3) the financing terms, covenants, termination events and other provisions thereof
shall be market terms (as determined in good faith by Holdings I);




     (4) no portion of the Indebtedness or any other obligations (contingent or otherwise)
of such Person (i) is guaranteed by the Issuer, Holdings I or any Restricted Subsidiary,
(ii) is with recourse to or obligates the Issuer, Holdings I or any Subsidiary of the Issuer
or Holdings I in any way, or (iii) subjects any property or asset of the Issuer, Holdings I
or any other Subsidiary of the Issuer or Holdings I, directly or indirectly, contingently or
otherwise, to the satisfaction thereof;




     (5) neither the Issuer, Holdings I nor any Restricted Subsidiary has any material
contract, agreement, arrangement or understanding with such Person other than on terms which
the Issuer or Holdings I reasonably believes to be no less favorable to the Issuer, Holdings
I or such Restricted Subsidiary than those that might be obtained at the time from Persons
that are not Affiliates of the Issuer; and




     (6) neither the Issuer, Holdings I nor any other Restricted Subsidiary has any
obligation to maintain or preserve such Person’s financial condition or cause such entity to
achieve certain levels of operating results.



          “First Priority Lien Obligations” means (i) all Secured Bank Indebtedness, (ii) all other
Obligations (not constituting Indebtedness) of the Issuer, Holdings I and the Restricted
Subsidiaries under the agreements governing Secured Bank Indebtedness and (iii) all other
Obligations of the Issuer, Holdings I or any Restricted Subsidiaries in respect of Hedging
Obligations or Obligations in respect of cash management services, in each case owing to a Person
that is a holder of Indebtedness described in clause (i) or Obligations described in clause (ii) or
an Affiliate of such holder at the time of entry into such Hedging Obligations or Obligations in
respect of cash management services.



          “Fixed Charge Coverage Ratio” means, with respect to any Person for any period, the ratio of
EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the
event that the Issuer, Holdings I or any Restricted Subsidiaries Incurs, repays, repurchases or
redeems any Indebtedness (other than in the case of revolving credit borrowings or revolving
advances in which case interest expense shall be computed based upon the average daily balance of
such Indebtedness during the applicable period) or issues, repurchases or redeems Disqualified
Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge
Coverage Ratio is being calculated but prior to the event for which the calculation of the Fixed
Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio shall
be calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemption of
Indebtedness, or such issuance, repurchase or



18









 




redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the
beginning of the applicable four-quarter period; provided, however, that the pro forma calculation
of Consolidated Interest Expense shall not give effect to (a) any Indebtedness, Disqualified Stock
or Preferred Stock Incurred or issued on the date of determination pursuant to Section 4.03(b) and
(b) the repayment, repurchase or redemption of any Indebtedness, Disqualified Stock or Preferred
Stock to the extent such repayment, repurchase or redemption results from the proceeds of
Indebtedness, Disqualified Stock or Preferred Stock Incurred or issued pursuant to Section 4.03(b).




          For purposes of making the computation referred to above, Investments, acquisitions (including
the Transactions), dispositions, mergers, amalgamations, consolidations and discontinued operations
(as determined in accordance with GAAP), in each case with respect to an operating unit of a
business, and any operational changes that the Issuer, Holdings I or any of the Restricted
Subsidiaries has determined to make and/or made during the four-quarter reference period or
subsequent to such reference period and on or prior to or simultaneously with the Calculation Date
(each, for purposes of this definition, a “pro forma event”) shall be calculated on a pro forma
basis assuming that all such Investments, acquisitions (including the Transactions), dispositions,
mergers, amalgamations, consolidations, discontinued operations and operational changes (and the
change of any associated Fixed Charges (calculated in accordance with the proviso in the prior
paragraph) and the change in EBITDA resulting therefrom) had occurred on the first day of the
four-quarter reference period. If since the beginning of such period any Person that subsequently
became a Restricted Subsidiary or was merged with or into the Issuer or Holdings I or any
Restricted Subsidiary since the beginning of such period shall have made any Investment,
acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or
operational change, in each case with respect to an operating unit of a business, that would have
required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be
calculated giving pro forma effect thereto for such period as if such Investment, acquisition,
disposition, discontinued operation, merger, consolidation or operational change had occurred at
the beginning of the applicable four-quarter period.



          For purposes of this definition, whenever pro forma effect is to be given to any pro forma
event, the pro forma calculations shall be made in good faith by a responsible financial or
accounting officer of the Issuer or Holdings I. Any such pro forma calculation may include
adjustments appropriate, in the reasonable good faith determination of the Issuer or Holdings I as
set forth in an Officers’ Certificate, to reflect operating expense reductions and other operating
improvements or synergies reasonably expected to result from the applicable pro forma event
(including, to the extent applicable, from the Transactions).



          If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the
interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date
had been the applicable rate for the entire period (taking into account any Hedging Obligations
applicable to such Indebtedness if such Hedging Obligation has a remaining term in excess of 12
months). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate
reasonably determined by a responsible financial or accounting officer of the Issuer or Holdings I
to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.
For purposes of making the computation referred to above, interest on any Indebtedness under a
revolving credit facility



19









 




computed on a pro forma basis shall be computed based upon the average daily balance of such
Indebtedness during the applicable period. Interest on Indebtedness that may optionally be
determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency
interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually
chosen, or, if none, then based upon such optional rate chosen as the Issuer may designate.




          “Fixed Charges” means, with respect to any Person for any period, the sum, without
duplication, of:




     (1) Consolidated Interest Expense of such Person for such period and




     (2) all cash dividend payments (excluding items eliminated in consolidation) on any
series of Preferred Stock or Disqualified Stock of such Person and its Restricted
Subsidiaries.



          “GAAP” means the International Financial Reporting Standards (“IFRS”) as in effect (except as
otherwise provided in this Indenture in relation to financial reports and other information to be
delivered to Holders) on the Issue Date. Except as otherwise expressly provided in this Indenture,
all ratios and calculations based on GAAP contained in this Indenture shall be computed in
conformity with GAAP. At any time after the Issue Date, the Issuer and Holdings I may elect to
apply generally accepted accounting principles in the United States (“U.S. GAAP”) in lieu of GAAP
and, upon any such election, references herein to GAAP shall thereafter be construed to mean U.S.
GAAP as in effect (except as otherwise provided in this Indenture) on the date of such election;
provided that any such election, once made, shall be irrevocable and that, upon first reporting its
fiscal year results under U.S. GAAP each of the Issuer and Holdings I shall restate its financial
statements on the basis of U.S. GAAP for the fiscal year ending immediately prior to the first
fiscal year for which financial statements have been prepared on the basis of U.S. GAAP. The Issuer
shall give notice of any such election to the Trustee and the Holders.



          “guarantee” means a guarantee (other than by endorsement of negotiable instruments for
collection or deposit in the ordinary course of business), direct or indirect, in any manner
(including, without limitation, letters of credit and reimbursement agreements in respect thereof),
of all or any part of any Indebtedness or other obligations.



          “Hedging Obligations” means, with respect to any Person, the obligations of such Person under:




     (1) currency exchange, interest rate or commodity swap agreements, currency exchange,
interest rate or commodity cap agreements and currency exchange, interest rate or commodity
collar agreements; and




     (2) other agreements or arrangements designed to protect such Person against
fluctuations in currency exchange, interest rates or commodity prices.



          “holder”, “Holder” or “senior subordinated noteholder” means the Person in whose name a
Security is registered on the Registrar’s books.



20









 





          “Holdings” means Rank Group Holdings Limited, a company incorporated in New Zealand.



          “Holdings I” means Beverage Packaging Holdings (Luxembourg) I S.A., a company incorporated in
Luxembourg.



          “Holdings I Share Pledges” means the New Zealand law governed and Luxembourg law governed
third-priority pledges by Holdings in favor of the Security Agent in respect of the Capital Stock
of Holdings I dated as of the Issue Date.



          “IASB” means the International Accounting Standards Board and any other organization or agency
that shall issue pronouncements regarding the application of GAAP.



          “Incur” means issue, assume, guarantee, incur or otherwise become liable for; provided,
however, that any Indebtedness or Capital Stock of a Person existing at the time such person
becomes a Subsidiary (whether by merger, amalgamation, consolidation, acquisition or otherwise)
shall be deemed to be Incurred by such Person at the time it becomes a Subsidiary.



          “Indebtedness” means, with respect to any Person (without duplication):




     (1) the principal and premium (if any) of any indebtedness of such Person, whether or
not contingent, (a) in respect of borrowed money, (b) evidenced by bonds, notes, debentures
or similar instruments or letters of credit or bankers’ acceptances (or, without
duplication, reimbursement agreements in respect thereof), (c) representing the deferred and
unpaid purchase price of any property (except any such balance that (i) constitutes a trade
payable or similar obligation to a trade creditor Incurred in the ordinary course of
business and (ii) any earn-out obligations until such obligation becomes a liability on the
balance sheet of such Person in accordance with GAAP), (d) in respect of Capitalized Lease
Obligations or (e) representing any Hedging Obligations, if and to the extent that any of
the foregoing indebtedness (other than letters of credit and Hedging Obligations) would
appear as a liability on a balance sheet (excluding the footnotes thereto) of such Person
prepared in accordance with GAAP;




     (2) to the extent not otherwise included, any obligation of such Person to be liable
for, or to pay, as obligor, guarantor or otherwise, on the obligations referred to in clause
(1) of another Person (other than by endorsement of negotiable instruments for collection in
the ordinary course of business);




     (3) to the extent not otherwise included, Indebtedness of another Person secured by a
Lien on any asset owned by such Person (whether or not such Indebtedness is assumed by such
Person); provided, however, that the amount of such Indebtedness will be the lesser of: (a)
the Fair Market Value of such asset at such date of determination and (b) the amount of such
Indebtedness of such other Person; and




     (4) to the extent not otherwise included, with respect to the Issuer, Holdings I and
the Restricted Subsidiaries, the amount then outstanding (i.e., advanced, and received by,
and available for use by, the Issuer, Holdings I or any Restricted Subsidiaries) under any
Receivables Financing (as set forth in the books and records of the Issuer, Holdings I



21









 






or any Restricted Subsidiary and confirmed by the agent, trustee or other
representative of the institution or group providing such Receivables Financing) to the
extent there is recourse to the Issuer, Holdings I or the Restricted Subsidiaries (as that
term is understood in the context of recourse and non-recourse receivables financings);




provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to
include (1) Contingent Obligations Incurred in the ordinary course of business and not in
respect of borrowed money; (2) deferred or prepaid revenues or marketing fees; (3) purchase
price holdbacks in respect of a portion of the purchase price of an asset to satisfy
warranty or other unperformed obligations of the respective seller; (4) Obligations under or
in respect of Qualified Receivables Financing; (5) obligations under the Acquisition
Documents; or (6) Subordinated Shareholder Funding.



          Notwithstanding anything in this Indenture to the contrary, Indebtedness shall not include,
and shall be calculated without giving effect to, the effects of Statement of Financial Accounting
Standards No. 133 and related interpretations to the extent such effects would otherwise increase
or decrease an amount of Indebtedness for any purpose under this Indenture as a result of
accounting for any embedded derivatives created by the terms of such Indebtedness; and any such
amounts that would have constituted Indebtedness under this Indenture but for the application of
this sentence shall not be deemed an Incurrence of Indebtedness under this Indenture.



          “Indenture” means this Indenture as amended or supplemented from time to time.



          “Independent Financial Advisor” means an accounting, appraisal or investment banking firm or
consultant, in each case of nationally recognized standing, that is, in the good faith
determination of the Issuer, qualified to perform the task for which it has been engaged.



          “Initial Subordinated Guarantor” means Holdings, Holdings I and Luxco; provided that upon the
release or discharge of such Person from its Subordinated Guarantee in accordance with this
Indenture, such Person ceases to be a Subordinated Guarantor unless such Person is required to
provide a guarantee under Section 4.11.



          “Insolvency Proceedings” means any proceedings or steps for (a) the insolvency, liquidation,
dissolution, winding-up, administration, examination, receivership, moratorium of payments,
compulsory merger or judicial reorganization of any company or judicial liquidation or any court
order for any of the foregoing; or (b) the appointment of a trustee in bankruptcy, or insolvency
conciliator, ad hoc official, an administrator, an examiner, a receiver, a liquidator or other
similar officer of any company; or (c) any other similar process or appointment.



          “Intercreditor Agreement” means the intercreditor agreement dated on or about May 11, 2007
among, inter alios, Holdings, Holdings I, the financial institutions party thereto, and Credit
Suisse as Senior Agent, Subordinated Bridging Agent and Security Trustee, as it may be amended from
time to time in accordance with this Indenture.



          “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by
Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.



22









 





          “Investment Grade Securities” means:




     (1) securities issued or directly and fully guaranteed or insured by the U.S., U.K.,
Canadian, Swiss or Japanese government or any member state of the European Monetary Union or
any agency or instrumentality thereof (other than Cash Equivalents);




     (2) securities that have a rating equal to or higher than Baa3 (or equivalent) by
Moody’s or BBB- (or equivalent) by S&P, or an equivalent rating by any other Rating Agency,
but excluding any debt securities or loans or advances between and among the Issuer,
Holdings I and their respective Subsidiaries;




     (3) investments in any fund that invests exclusively in investments of the type
described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending
investment and/or distribution; and




     (4) corresponding instruments in countries other than the United States customarily
utilized for high quality investments and in each case with maturities not exceeding two
years from the date of acquisition.



          “Investments” means, with respect to any Person, all investments by such Person in other
Persons (including Affiliates) in the form of loans (including guarantees), advances or capital
contributions (excluding accounts receivable, trade credit and advances to customers in the
ordinary course of business and commission, travel and similar advances to officers, employees and
consultants made in the ordinary course of business), purchases or other acquisitions for
consideration of Indebtedness, Equity Interests or other securities issued by any other Person and
investments that are required by GAAP to be classified on the balance sheet of the Issuer or
Holdings I in the same manner as the other investments included in this definition to the extent
such transactions involve the transfer of cash or other property. For purposes of the definition of
“Unrestricted Subsidiary” and Section 4.04:




     (1) “Investments” shall include the portion (proportionate to the Issuer’s or Holdings
I’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of a
Subsidiary at the time that such Subsidiary is designated an Unrestricted Subsidiary;
provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary,
the Issuer or Holdings I, as applicable, shall be deemed to continue to have a permanent
“Investment” in an Unrestricted Subsidiary equal to an amount (if positive) equal to:




     (a) the Issuer’s or Holdings I’s “Investment” in such Subsidiary at the time of
such redesignation; less




     (b) the portion (proportionate to the Issuer’s or Holdings I’s equity interest
in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at
the time of such redesignation; and




     (2) any property transferred to or from an Unrestricted Subsidiary shall be valued at
its Fair Market Value at the time of such transfer, in each case as determined in good faith
by the Board of Directors of the Issuer.



23









 





          “Issue Date” means June 29, 2007, the date on which the Original Securities are originally
issued.



          “Issuer” means the party named as such in the Preamble to this Indenture until a successor
replaces it and, thereafter, means the successor.



          “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest
or similar encumbrance of any kind in respect of such asset, whether or not filed, recorded or
otherwise perfected under applicable law (including any conditional sale or other title retention
agreement or any lease in the nature thereof); provided that in no event shall an operating lease
be deemed to constitute a Lien.



          “Local Facility” means a working capital facility provided to a Subsidiary of Holdings by a
Local Facility Provider in respect of which a Local Facility Certificate has been delivered, and
not cancelled, under the terms of (and as such term is defined in) the Intercreditor Agreement and
which constitutes a “Secured Local Facility” as defined in the Credit Agreement Documents.



          “Local Facility Agreement” means the agreement under which a Local Facility is made available.



          “Local Facility Provider” means a lender or other bank or financial institution that has
acceded to the Intercreditor Agreement as a provider of a Local Facility.



          “Luxco” means Beverage Packaging Holdings (Luxembourg) III S.à r.l., a company incorporated as
a société à responsibilité limitée under the laws of Luxembourg with registered office at 1, rue de
Glacis, L-1628 Luxembourg, Grand Duchy of Luxembourg.



          “Management Group” means the group consisting of the directors, executive officers and other
management personnel of the Issuer, Holdings I or any direct or indirect parent of the Issuer or
Holdings I, as the case may be, on the Issue Date together with (1) any new directors whose
election by such boards of directors or whose nomination for election by the shareholders of the
Issuer, Holdings I or any direct or indirect parent of the Issuer or Holdings I, as applicable, was
approved by a vote of a majority of the directors of the Issuer, Holdings I or any direct or
indirect parent of the Issuer or Holdings I, as applicable, then still in office who were either
directors on the Issue Date or whose election or nomination was previously so approved and (2)
executive officers and other management personnel of the Issuer, Holdings I or any direct or
indirect parent of the Issuer or Holdings I, as applicable, hired at a time when the directors on
the Issue Date together with the directors so approved constituted a majority of the directors of
the Issuer, Holdings I or any direct or indirect parent of the Issuer or Holdings I, as applicable.



          “Midco” means a newly formed subsidiary of Holdings designated by the Issuer as being “Midco”
for the purposes of this definition.



          “Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business
thereof.




24












 





          “Net Proceeds” means the aggregate cash proceeds received by the Issuer, Holdings I or
any Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash
received in respect of or upon the sale or other disposition of any Designated Non-cash
Consideration received in any Asset Sale and any cash payments received by way of deferred payment
of principal pursuant to a note or installment receivable or otherwise, but only as and when
received, but excluding (i) the assumption by the acquiring person of Indebtedness relating to the
disposed assets or other consideration received in any other non-cash form and (ii) the aggregate
cash proceeds received by the Issuer, Holdings I or any Restricted Subsidiaries in respect of the
sale of any Non-Strategic Land in an aggregate amount of up to €25.0 million), net of the direct
costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash
Consideration (including, without limitation, legal, accounting and investment banking fees, and
brokerage and sales commissions), any relocation expenses Incurred as a result thereof, taxes paid
or payable as a result thereof (after taking into account any available tax credits or deductions
and any tax sharing arrangements related thereto), amounts required to be applied to the repayment
of principal, premium (if any) and interest on Indebtedness required (other than pursuant to
Section 4.06(b)(i)) to be paid as a result of such transaction and any deduction of appropriate
amounts to be provided by the Issuer or Holdings I as a reserve in accordance with GAAP against any
liabilities associated with the asset disposed in such transaction and retained by the Issuer or
Holdings I after such sale or other disposition thereof, including, without limitation, pension and
other post-employment benefit liabilities and liabilities related to environmental matters or
against any indemnification obligations associated with such transaction.



          “Net Profit” means, with respect to any Person, the Net Profit (loss) of such Person,
determined in accordance with GAAP and before any reduction in respect of Preferred Stock
dividends.



          “Non-Strategic Land” means (a) the investment properties in which the Issuer, Holdings I or
their respective Subsidiaries have an interest at the Issue Date which are a proportion of the real
property owned by SIG Combibloc GmbH located at Linnich & Wittenberg in Germany, real property
owned by SIG Combibloc International AG located at Newcastle in England, real property owned by SIG
Moldtec GmbH & Co. KG, real property owned by SIG Schweiz, Industrie-Ges and located at Neuhausen
in Germany, Beringen in Germany, Rafz in Germany, Ecublens in Germany and Romanel in Germany, real
property owned by SIG Holding AG located in Beringen in Germany, real property owned by SIG Euro
Holding AG & Co. KG aA located at Waldshut-Tiengen in Germany and real property owned by SIG
Plastics Holdings GmbH located at Neunkirchen in Germany and (b) other properties in which the
Issuer, Holdings I or their respective Subsidiaries have an interest from time to time and which is
designated by the Issuer in an Officers’ Certificate delivered to the Trustee as not required for
the ongoing business operations of the Issuer, Holdings I and their respective Subsidiaries.



          “Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements
(including, without limitation, reimbursement obligations with respect to letters of credit and
bankers’ acceptances), damages and other liabilities payable under the documentation governing any
Indebtedness; provided that Obligations with respect to the



25









 




Securities shall not include fees or indemnifications in favor of the Trustee and other third
parties other than the Holders of the Securities.




          “Offer” means the public tender offer by Holdings for all publicly held Target Shares.



          “Offering Circular” means the Offering Circular dated June 22, 2007, with respect to the
Securities.



          “Offer Prospectus” means the prospectus dated December 22, 2006 and the amendments to the
prospectus dated February 2, 2007 and March 13, 2007 as published in the Swiss national press.



          “Officer” of any Person means the Chairman of the Board, Chief Executive Officer, Chief
Financial Officer, President, any Executive Vice President, Senior Vice President or Vice
President, the Treasurer or the Secretary of such Person or any other person that the board of
directors of such person shall designate for such purpose.



          “Officers’ Certificate” means a certificate signed on behalf of Holdings I or, if otherwise
specified, the Issuer, by two Officers of Holdings I or the Issuer, as applicable, or of a
Subsidiary or parent of Holdings I or the Issuer, as applicable, that is designated by Holdings I
or the Issuer, as applicable, one of whom must be the principal executive officer, the principal
financial officer, the treasurer, the principal accounting officer or similar position of Holdings
I or the Issuer, as applicable, or such Subsidiary or parent that meets the requirements set forth
in this Indenture and is in form and substance satisfactory to the Trustee.



          “Opinion of Counsel” means a written opinion addressed to the Trustee from legal counsel who
is acceptable to the Trustee (acting reasonably) and is in form and substance satisfactory to the
Trustee. The counsel may be an employee of or counsel to the Issuer, Holdings I or the Trustee.



          “Pari Passu Indebtedness” means:




	 	(1)	 	with respect to the Issuer, the Securities and any Indebtedness
that ranks pari passu in right of payment with the Securities; and






	 	(2)	 	with respect to each Subordinated Guarantor, its Subordinated
Guarantee and any Indebtedness that ranks pari passu in right of payment with
such Subordinated Guarantor’s Subordinated Guarantee.





          “Permitted Collateral Liens” means (x) Liens on the Collateral that are described in one or
more of clauses (1) through (5), (7), (8), (9), (13), (14), (19), (22) through (24), (27) and (29)
of the definition of “Permitted Liens” and that, in each case, would not materially interfere with
the ability of the Security Agent to enforce the Security Interest in the Collateral; (y) Liens on
the Collateral to secure Indebtedness of the Issuer, Holdings I or a Restricted Subsidiary that is
permitted to be Incurred under paragraph (a) or clauses (i), (ii)(2), (x) (to the extent such
Hedging Obligations relate to the foregoing), (xii) (to the extent such guarantee is in respect of
Indebtedness otherwise permitted to be secured and specified in this definition of



26









 




Permitted Collateral Liens), or (xiii) (if the original Indebtedness was so secured) of
paragraph (b) of Section 4.03 and any Refinancing Indebtedness in respect of such Indebtedness;
provided, however, that such Lien (a) ranks equal to all other Liens on such Collateral securing
Indebtedness (other than the Securities, any Additional Securities and Refinancing Indebtedness in
respect of such Indebtedness or Indebtedness referred to in (b) or (d) below) and such Lien secures
an aggregate principal amount of First Priority Lien Obligations (other than Hedging Obligations)
not to exceed the greater of (x) the aggregate amount of Indebtedness permitted to be Incurred
pursuant to clause (i) of paragraph (b) of Section 4.03 and (y) the maximum principal amount of
Indebtedness that, as of the date such Indebtedness was Incurred, and after giving effect to the
Incurrence of such Indebtedness and the application of proceeds therefrom on such date, would not
cause the Senior Secured Indebtedness Leverage Ratio of the Issuer and Holdings I on a combined
basis to exceed 4.50 to 1.00, (b) secures the Senior Securities or guarantees of the Senior
Securities or ranks equal to all Liens securing the Senior Securities or Refinancing Indebtedness
in respect of Senior Securities or guarantees of Senior Securities or Refinancing Indebtedness in
respect of guarantees of Senior Securities, (c) ranks equal to all other Liens securing the
Securities, any Additional Securities and Refinancing Indebtedness in respect of such Indebtedness,
if the Lien secures Senior Indebtedness not referred to in clause (a) above, or (d) ranks junior to
the Liens securing the Securities, the Subordinated Guarantees, any Additional Securities and
Refinancing Indebtedness in respect of such Indebtedness, if the Lien secures Subordinated
Indebtedness of the Issuer or the relevant Subordinated Guarantor that ranks subordinated in right
of payment to its Subordinated Guarantee; and (z) Liens on the Collateral to secure the Securities,
Subordinated Guarantees and any Additional Securities or guarantees thereof, provided that all
assets and properties that secure the Additional Securities secure the Securities. Permitted
Collateral Liens shall include any extension, renewal or replacement, in whole or in part, of any
Lien described in the immediately preceding sentence; provided that any such extension, renewal or
replacement will be no more restrictive in any material respect than the Lien so extended, renewed
or replaced and will not extend in any material respect to any additional property or assets.




          “Permitted Holders” means, at any time, each of (i) Rank, (ii) the Management Group and (iii)
any Person acting in the capacity of an underwriter in connection with a public or private offering
of Capital Stock of the Issuer or Holdings I or any of their Affiliates. Any Person or group whose
acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of
Control Offer is made in accordance with the requirements of this Indenture will thereafter,
together with its Affiliates, constitute an additional Permitted Holder.



          “Permitted Investments” means:




     (1) any Investment in the Issuer, Holdings I or any Restricted Subsidiary;




     (2) any Investment in Cash Equivalents or Investment Grade Securities;




     (3) any Investment by the Issuer, Holdings I or any Restricted Subsidiary in a Person,
including in the Equity Interests of such Person if as a result of such Investment (a) such
Person becomes a Restricted Subsidiary, or (b) such Person, in one transaction or a series
of related transactions, is merged, consolidated or amalgamated with or into, or



27









 






transfers or conveys all or Substantially All of its assets to, or is liquidated into,
the Issuer, Holdings I or a Restricted Subsidiary;




     (4) any Investment in securities or other assets not constituting Cash Equivalents and
received in connection with an Asset Sale made pursuant to Section 4.06 or any other
disposition of assets not constituting an Asset Sale;




     (5) any Investment existing on, or made pursuant to binding commitments existing on,
the Issue Date or an Investment consisting of any extension, modification or renewal of any
Investment existing on the Issue Date; provided that the amount of any such Investment only
may be increased as required by the terms of such Investment as in existence on the Issue
Date;




     (6) advances to officers, directors or employees, taken together with all other
advances made pursuant to this clause (6), not to exceed the greater of €5.0 million and
0.25% of Total Assets at any one time outstanding;




     (7) any Investment acquired by the Issuer, Holdings I or any of the Restricted
Subsidiaries (a) in exchange for any other Investment or accounts receivable held by the
Issuer, Holdings I or any such Restricted Subsidiary in connection with or as a result of a
bankruptcy, workout, reorganization or recapitalization of the issuer of such other
Investment or accounts receivable, (b) as a result of a foreclosure by the Issuer, Holdings
I or any Restricted Subsidiaries with respect to any secured Investment or other transfer of
title with respect to any secured Investment in default, (c) as a result of the settlement,
compromise or resolution of litigation, arbitration or other disputes with Persons who are
not Affiliates or (d) in settlement of debts created in the ordinary course of business;




     (8) Hedging Obligations permitted under Section 4.03(b)(x);




     (9) any Investment by the Issuer, Holdings I or any Restricted Subsidiaries in a
Similar Business having an aggregate Fair Market Value, taken together with all other
Investments made pursuant to this clause (9) that are at that time outstanding, not to
exceed the greater of €75.0 million and 3.25% of Total Assets at the time of such Investment
(with the Fair Market Value of each Investment being measured at the time made and without
giving effect to subsequent changes in value); provided, however, that if any Investment
pursuant to this clause (9) is made in any Person that is not a Restricted Subsidiary at the
date of the making of such Investment and such Person becomes a Restricted Subsidiary after
such date, such Investment shall thereafter be deemed to have been made pursuant to clause
(1) above and shall cease to have been made pursuant to this clause (9) for so long as such
Person continues to be a Restricted Subsidiary;




     (10) additional Investments by the Issuer, Holdings I or any Restricted Subsidiaries
having an aggregate Fair Market Value, taken together with all other Investments made
pursuant to this clause (10) that are at that time outstanding (after giving effect to the
sale or other transfer of an Unrestricted Subsidiary to the extent the proceeds of such sale
received by the Issuer, Holdings I and the Restricted Subsidiaries consist of cash and Cash
Equivalents), not to exceed €75.0 million at the time of such



28









 






Investment (with the Fair Market Value of each Investment being measured at the time
made and without giving effect to subsequent changes in value); provided, however, that if
any Investment pursuant to this clause (10) is made in any Person that is not a Restricted
Subsidiary at the date of the making of such Investment and such Person becomes a Restricted
Subsidiary after such date, such Investment shall thereafter be deemed to have been made
pursuant to clause (1) above and shall cease to have been made pursuant to this clause (10)
for so long as such Person continues to be a Restricted Subsidiary;




     (11) loans and advances to officers, directors or employees for business-related travel
expenses, moving expenses and other similar expenses, in each case Incurred in the ordinary
course of business or consistent with past practice or to fund such person’s purchase of
Equity Interests of the Issuer, Holdings I or any direct or indirect parent of the Issuer or
Holdings I;




     (12) Investments the payment for which consists of Equity Interests or Subordinated
Shareholder Funding of the Issuer or Holdings I (other than Disqualified Stock) or any
direct or indirect parent of the Issuer or Holdings I, as applicable; provided, however,
that such Equity Interests will not increase the amount available for Restricted Payments
under clauses (2) and (3) of the definition of “Cumulative Credit”;




     (13) any transaction to the extent it constitutes an Investment that is permitted by
and made in accordance with the provisions of Section 4.07(c) (except transactions described
in clauses (ii), (vi), (vii) and (xi)(2) of such Section 4.07(c));




     (14) Investments consisting of the licensing or contribution of intellectual property
pursuant to joint marketing arrangements with other Persons;




     (15) guarantees issued in accordance with Sections 4.03 and 4.11;




     (16) Investments consisting of or to finance purchases and acquisitions of inventory,
supplies, materials, services or equipment or purchases of contract rights or licenses or
leases of intellectual property;




     (17) any Investment in a Receivables Subsidiary or any Investment by a Receivables
Subsidiary in any other Person in connection with a Qualified Receivables Financing,
including Investments of funds held in accounts permitted or required by the arrangements
governing such Qualified Receivables Financing or any related Indebtedness; provided,
however, that any Investment in a Receivables Subsidiary is in the form of a Purchase Money
Note, contribution of additional receivables or an equity interest;




     (18) any Investment in an entity or purchase of a business or assets in each case owned
(or previously owned) by a customer of a Restricted Subsidiary as a condition or in
connection with such customer (or any member of such customer’s group) contracting with a
Restricted Subsidiary, in each case in the ordinary course of business;



29









 






     (19) any Investment in an entity which is not a Restricted Subsidiary to which a
Restricted Subsidiary sells accounts receivable pursuant to a Receivables Financing;




     (20) Investments of a Restricted Subsidiary acquired after the Issue Date or of an
entity merged into, amalgamated with, or consolidated with the Issuer, Holdings I or a
Restricted Subsidiary in a transaction that is not prohibited by Section 5.01 after the
Issue Date to the extent that such Investments were not made in contemplation of such
acquisition, merger, amalgamation or consolidation and were in existence on the date of such
acquisition, merger, amalgamation or consolidation;




     (21) guarantees by the Issuer, Holdings I or any Restricted Subsidiaries of operating
leases (other than Capitalized Lease Obligations), trademarks, licenses, purchase agreements
or of other obligations that do not constitute Indebtedness, in each case entered into by
the Issuer, Holdings I or any Restricted Subsidiary in the ordinary course of business
consistent with past practice;




     (22) pledges or deposits (x) with respect to leases or utilities provided to third
parties in the ordinary course of business or (y) that are otherwise a Permitted Lien or
made in connection with a Permitted Lien; and




     (23) any Indebtedness permitted under clause (xxv) of Section 4.03(b).




     “Permitted Junior Securities” means:




     (1) Equity Interests in the Issuer, any Subordinated Guarantor or any direct or
indirect parent of the Issuer; or




     (2) unsecured debt securities that are subordinated to all Senior Indebtedness (and any
debt securities issued in exchange for Senior Indebtedness) to substantially the same extent
as, or to a greater extent than, the Senior Subordinated Securities and the related
Subordinated Guarantees are subordinated to Senior Indebtedness.



          “Permitted Liens” means, with respect to any Person:




     (1) pledges or deposits by such Person under workmen’s compensation laws, unemployment
insurance laws or similar legislation, or good faith deposits in connection with bids,
tenders, contracts (other than for the payment of Indebtedness) or leases to which such
Person is a party, or deposits to secure public or statutory obligations of such Person or
deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such
Person is a party, or deposits as security for contested taxes or import duties or for the
payment of rent, in each case Incurred in the ordinary course of business;




     (2) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in
each case for sums not yet overdue by more than 60 days or being contested in good faith by
appropriate proceedings or other Liens arising out of judgments or awards against such
Person with respect to which such Person shall then be proceeding with an appeal or other
proceedings for review;



30









 






     (3) Liens for taxes, assessments or other governmental charges not yet due or payable
or subject to penalties for non-payment or which are being contested in good faith by
appropriate proceedings or the non-payment of which in the aggregate would not reasonably be
expected to have a material adverse effect on the Issuer, Holdings I and the Restricted
Subsidiaries taken as a whole;




     (4) Liens (i) required by any regulatory or government authority or (ii) in favor of
issuers of performance and surety bonds or bid bonds or letters of credit or completion
guarantees issued pursuant to the request of and for the account of such Person in the
ordinary course of its business;




     (5) minor survey exceptions, minor encumbrances, easements or reservations of, or
rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and
telephone lines and other similar purposes, or zoning or other restrictions as to the use of
real properties or Liens incidental to the conduct of the business of such Person or to the
ownership of its properties Incurred in the ordinary course of business and title defects or
irregularities that are of a minor nature and which do not in the aggregate materially
impair the operation of the business of such Person;




     (6) (A) Liens securing Senior Indebtedness and Liens on assets of a Restricted
Subsidiary that is not the Issuer or a Subordinated Guarantor securing Indebtedness of such
Person, in each case, permitted to be Incurred pursuant to Section 4.03 and (B) Liens
securing Indebtedness permitted to be Incurred pursuant to Section 4.03(b)(iv);




     (7) Liens existing on the Issue Date excluding Liens securing the Credit Agreement, the
Securities or the Senior Securities;




     (8) Liens on assets, property or shares of stock of a Person at the time such Person
becomes a Subsidiary; provided, however, that such Liens are not created or Incurred in
connection with, or in contemplation of, such other Person becoming such a Subsidiary;
provided further, however, that such Liens may not extend to any other property owned by the
Issuer, Holdings I or any Restricted Subsidiary;




     (9) Liens on assets or property at the time the Issuer, Holdings I or a Restricted
Subsidiary acquired the assets or property, including any acquisition by means of a merger,
amalgamation or consolidation with or into the Issuer, Holdings I or any Restricted
Subsidiary; provided, however, that such Liens are not created or Incurred in connection
with, or in contemplation of, such acquisition; provided, further, however, that the Liens
may not extend to any other property owned by the Issuer, Holdings I or any Restricted
Subsidiary;




     (10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing
to the Issuer, Holdings I or another Restricted Subsidiary permitted to be Incurred in
accordance with Section 4.03;




     (11) Liens securing Hedging Obligations not Incurred in violation of this Indenture;
provided that with respect to Hedging Obligations relating to Indebtedness, such Lien
extends only to the property securing such Indebtedness;



31









 






     (12) Liens on specific items of inventory or other goods and proceeds of any Person
securing such Person’s obligations in respect of bankers’ acceptances issued or created for
the account of such Person to facilitate the purchase, shipment or storage of such inventory
or other goods;




     (13) leases, subleases, licenses and sublicenses of real property which do not
materially interfere with the ordinary conduct of the business of the Issuer, Holdings I or
any Restricted Subsidiaries;




     (14) Liens on assets or property of the Issuer, Holdings I or any Restricted Subsidiary
securing the Securities or any Subordinated Guarantees;




     (15) Liens in favor of the Issuer, Holdings I or any Subordinated Guarantor;




     (16) Liens (i) on accounts receivable and related assets of the type specified in the
definition of “Receivables Financing” Incurred in connection with a Qualified Receivables
Financing and (ii) on inventory that is equipment used in the product filling process
Incurred in connection with a Financing Disposition;




     (17) deposits made in the ordinary course of business to secure liability to insurance
carriers;




     (18) Liens on the Equity Interests of Unrestricted Subsidiaries and on the Equity
Interests of joint ventures securing obligations of such joint ventures;




     (19) grants of software and other technology licenses in the ordinary course of
business;




     (20) Liens (other than Permitted Collateral Liens) to secure any refinancing,
refunding, extension, renewal or replacement (or successive refinancings, refundings,
extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by
any Lien referred to in clauses (6), (7), (8), (9), (10), (15) and (20); provided, however,
that (x) such new Lien shall be limited to all or part of the same property that secured the
original Lien (plus improvements on such property) and (y) the Indebtedness secured by such
Lien at such time is not increased to any amount greater than the sum of (A) the outstanding
principal amount or, if greater, committed amount of the Indebtedness described under
clauses (6), (7), (8), (9), (10), (15) and (20) at the time the original Lien became a
Permitted Lien under this Indenture and (B) an amount necessary to pay any fees and
expenses, including premiums, related to such refinancing, refunding, extension, renewal or
replacement; provided further, however, that in the case of any Liens to secure any
refinancing, refunding, extension or renewal of Indebtedness secured by a Lien referred to
in clause (6)(A), the principal amount of any Indebtedness Incurred for such refinancing,
refunding, extension or renewal shall be deemed secured by a Lien under clause (6)(A) for
purposes of the definition of Secured Bank Indebtedness;




     (21) Liens on equipment of the Issuer, Holdings I or any Restricted Subsidiary granted
in the ordinary course of business to the Issuer’s, Holdings I’s or such Restricted
Subsidiary’s client at which such equipment is located;



32









 






     (22) judgment and attachment Liens not giving rise to an Event of Default and notices
of lis pendens and associated rights related to litigation being contested in good faith by
appropriate proceedings and for which adequate reserves have been made;




     (23) Liens arising out of conditional sale, title retention, consignment or similar
arrangements for the sale of goods entered into in the ordinary course of business;




     (24) Liens arising by virtue of any statutory or common law provisions relating to
banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or
other funds maintained with a depository or financial institution;




     (25) any interest or title of a lessor under any Capitalized Lease Obligation;




     (26) any encumbrance or restriction (including put and call arrangements) with respect
to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture
or similar agreement;




     (27) Liens Incurred to secure cash management services or to implement cash pooling
arrangements in the ordinary course of business;




     (28) other Liens securing obligations Incurred in the ordinary course of business which
obligations do not exceed €15.0 million at any one time outstanding;




     (29) Liens arising from Uniform Commercial Code filings regarding operating leases
entered into by the Issuer, Holdings I and the Restricted Subsidiaries in the ordinary
course of business;




     (30) Liens on securities that are the subject of repurchase agreements constituting
Cash Equivalents; and




     (31) Liens on property or assets under construction (and related rights) in favor of a
contractor or developer or arising from progress or partial payments by a third party
relating to such property or assets prior to completion.



          “Person” means any individual, corporation, partnership, limited liability company, joint
venture, association, joint-stock company, trust, unincorporated organization, government or any
agency or political subdivision thereof or any other entity.



          “Pre-Announcement” means the pre-announcement of the Offer pursuant to Article 7 et seq. TOO
(Voranmeldung) as published by electronic media on 19 December, 2006 and in the print media on 21
December, 2006.



          “Preferred Stock” means any Equity Interest with preferential right of payment of dividends or
upon liquidation, dissolution, or winding-up.



          “Proceeds Loans” means the Senior Notes Proceeds Loan and the Senior Subordinated Notes
Proceeds Loan and any other loan by the Issuer to Holdings I of the proceeds of any Indebtedness
permitted to be incurred by the Issuer under this Indenture.



33









 





          “Proceeds Loans Security Assignment” means the third-priority assignment by way of security,
dated the Issue Date, granted by the Issuer in favor of the Security Agent over the rights under
the Proceeds Loans.



          “Public Debt” means any Indebtedness consisting of bonds, debentures, notes or other similar
debt securities issued in (a) a public offering registered under the Securities Act or (b) a
private placement to institutional investors that is underwritten for resale in accordance with
Rule 144A or Regulation S of such Act, whether or not it includes registration rights entitling the
holders of such debt securities to registration thereof with the SEC. The term “Public Debt” (i)
shall not include the Securities (or any Additional Securities) and (ii) for the avoidance of
doubt, shall not be construed to include any Indebtedness issued to institutional investors in a
direct placement of such Indebtedness that is not underwritten by an intermediary (it being
understood that, without limiting the foregoing, a financing that is distributed to not more than
ten Persons (provided that multiple managed accounts and affiliates of any such Persons shall be
treated as one Person for the purposes of this definition) shall be deemed not to be underwritten),
or any commercial bank or similar Indebtedness, Capitalized Lease Obligation or recourse transfer
of any financial asset or any other type of Indebtedness Incurred in a manner not customarily
viewed as a “securities offering.”



          “Purchase Money Note” means a promissory note of a Receivables Subsidiary evidencing a line of
credit, which may be irrevocable, from the Issuer, Holdings I or any of their respective
Subsidiaries to a Receivables Subsidiary in connection with a Qualified Receivables Financing,
which note is intended to finance that portion of the purchase price that is not paid by cash or a
contribution of equity.



          “Qualified Receivables Financing” means any Receivables Financing that meets the following
conditions:




     (1) the Board of Directors of the Issuer or Holdings I shall have determined in good
faith that such Qualified Receivables Financing (including financing terms, covenants,
termination events and other provisions) is in the aggregate economically fair and
reasonable to the Issuer or Holdings I or, as the case may be, the Subsidiary in question;




     (2) all sales of accounts receivable and related assets are made at Fair Market Value;
and




     (3) the financing terms, covenants, termination events and other provisions thereof
shall be market terms (as determined in good faith by the Issuer) and may include Standard
Securitization Undertakings.



          The grant of a security interest in any accounts receivable of the Issuer, Holdings I or any
of their respective Subsidiaries (other than a Receivables Subsidiary or the Subsidiary undertaking
such Receivables Financing) to secure Indebtedness under the Credit Agreement, Indebtedness in
respect of the Securities or any Refinancing Indebtedness with respect to the Securities shall not
be deemed a Qualified Receivables Financing.



34









 





          “Rank” means (i) Mr. Graeme Richard Hart (or his estate, heirs, executor, administrator or
other personal representative, or any of his immediate family members or any trust, fund or other
entity which is controlled by his estate, heirs or any of his immediate family members), and any of
his or their Affiliates (each a “Rank Party”) and (ii) any Person that forms a group (within the
meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision)
with any Rank Party; provided that in the case of (ii) (x) any Rank Party owns a majority of the
voting power of the Voting Stock of the Issuer and Holdings I or any direct or indirect parent of
the Issuer or Holdings I, as applicable, (y) no other Person has beneficial ownership of any of the
Voting Stock included in determining whether the threshold set forth in clause (x) has been
satisfied and (z) any Rank Party controls a majority of the Board of Directors of each of the
Issuer and Holdings I or any direct or indirect parent of the Issuer or Holdings I, as applicable.



          “Rating Agency” means (1) each of Moody’s and S&P and (2) if Moody’s or S&P ceases to rate the
Securities for reasons outside of the Issuer’s control, a “nationally recognized statistical rating
organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the
Issuer or any direct or indirect parent of the Issuer as a replacement agency for Moody’s or S&P,
as the case may be.



          “Receivables Fees” means distributions or payments made directly or by means of discounts with
respect to any participation interests issued or sold in connection with, and all other fees paid
to a Person that is not a Restricted Subsidiary in connection with, any Receivables Financing.



          “Receivables Financing” means any transaction or series of transactions that may be entered
into by the Issuer, Holdings I or any of their respective Subsidiaries pursuant to which the
Issuer, Holdings I or any of their respective Subsidiaries may sell, convey or otherwise transfer
to (a) a Receivables Subsidiary or (b) any other Person, or may grant a security interest in, any
accounts receivable (whether now existing or arising in the future) of the Issuer, Holdings I or
any of their respective Subsidiaries, and any assets related thereto including, without limitation,
all collateral securing such accounts receivable, all contracts and all guarantees or other
obligations in respect of such accounts receivable, proceeds of such accounts receivable and other
assets which are customarily transferred or in respect of which security interests are customarily
granted in connection with asset securitization transactions involving accounts receivable and any
Hedging Obligations entered into by the Issuer, Holdings I or any such Subsidiary in connection
with such accounts receivable.



          “Receivables Repurchase Obligation” means any obligation of a seller of receivables in a
Qualified Receivables Financing to repurchase receivables arising as a result of a breach of a
representation, warranty or covenant or otherwise, including as a result of a receivable or portion
thereof becoming subject to any asserted defense, dispute, off-set or counterclaim of any kind as a
result of any action taken by, any failure to take action by or any other event relating to the
seller.



          “Receivables Subsidiary” means a Wholly Owned Subsidiary of the Issuer or Holdings I (or
another Person formed for the purposes of engaging in Qualified Receivables Financing with the
Issuer or Holdings I in which the Issuer or Holdings I or any Subsidiary of the



35









 




Issuer or Holdings I makes an Investment and to which the Issuer, Holdings I or any Restricted
Subsidiary transfers accounts receivable and related assets) that engages in no activities other
than in connection with the financing of accounts receivable of the Issuer, Holdings I and their
respective Subsidiaries, all proceeds thereof and all rights (contractual or other), collateral and
other assets relating thereto, and any business or activities incidental or related to such
business, and that is designated by the Board of Directors of the Issuer (as provided below) as a
Receivables Subsidiary and:




          (a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which
(i) is guaranteed by the Issuer, Holdings I or any Restricted Subsidiary (excluding guarantees of
obligations (other than the principal of and interest on, Indebtedness) pursuant to Standard
Securitization Undertakings), (ii) is with recourse to or obligates the Issuer, Holdings I or any
Subsidiary of the Issuer or Holdings I in any way other than pursuant to Standard Securitization
Undertakings, or (iii) subjects any property or asset of the Issuer, Holdings I or any other
Subsidiary of the Issuer or Holdings I, directly or indirectly, contingently or otherwise, to the
satisfaction thereof, other than pursuant to Standard Securitization Undertakings;



          (b) with which neither the Issuer, Holdings I nor any other Restricted Subsidiary has any
material contract, agreement, arrangement or understanding other than on terms which the Issuer or
Holdings I reasonably believes to be no less favorable to the Issuer, Holdings I or such Restricted
Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of
the Issuer; and



          (c) to which neither the Issuer, Holdings I nor any other Restricted Subsidiary has any
obligation to maintain or preserve such entity’s financial condition or cause such entity to
achieve certain levels of operating results.



          Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee
by filing with the Trustee a certified copy of the resolution of the Board of Directors of the
Issuer giving effect to such designation and an Officers’ Certificate certifying that such
designation complied with the foregoing conditions.



          “Representative” means the trustee, agent or representative (if any) for an issue of
Indebtedness; provided that if, and for so long as, such Indebtedness lacks such a Representative,
then the Representative for such Indebtedness shall at all times constitute the holder or holders
of a majority in outstanding principal amount of obligations under such Indebtedness.



          “Restricted Cash” means cash and Cash Equivalents held by Restricted Subsidiaries that is
contractually restricted from being distributed to the Issuer or Holdings I or not available for
general corporate purposes, except for such restrictions that are contained in agreements governing
Indebtedness permitted under this Indenture and that is secured by such cash or Cash Equivalents.



          “Restricted Investment” means an Investment other than a Permitted Investment.



          “Restricted Subsidiary” means, with respect to any Person, any Subsidiary of such Person other
than an Unrestricted Subsidiary of such Person. Unless otherwise indicated in this



36









 




Indenture, all references to Restricted Subsidiaries shall mean Restricted Subsidiaries of
each of the Issuer and Holdings I.




          “Sale/Leaseback Transaction” means an arrangement relating to property now owned or hereafter
acquired by the Issuer, Holdings I or a Restricted Subsidiary whereby the Issuer, Holdings I or a
Restricted Subsidiary transfers such property to a Person and the Issuer, Holdings I or such
Restricted Subsidiary leases it from such Person, other than leases between the Issuer, Holdings I
and a Restricted Subsidiary or between Restricted Subsidiaries.



          “S&P” means Standard & Poor’s Ratings Group or any successor to the rating agency business
thereof.



          “SEC” means the Securities and Exchange Commission.



          “Secured Bank Indebtedness” means any Bank Indebtedness that is secured by a Permitted Lien
Incurred or deemed Incurred pursuant to clause (6)(A) of the definition of Permitted Lien.



          “Secured Indebtedness” means any Indebtedness secured by a Lien.



          “Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and
regulations of the SEC promulgated thereunder.



          “Security Agent” means the party named as such in the Preamble to this Indenture until a
successor replaces it and, thereafter, means the successor.



          “Security Documents” means the Holdings I Share Pledges, the Proceeds Loans Security
Assignment and any other security documents the Issuer, Holdings I , or the Subordinated Guarantors
may enter into to grant Liens pursuant to Section 4.10.



          “Security Interest” means the security interest in the Collateral that is created by the
Security Documents.



          “Senior Agent” means Credit Suisse as agent under the Credit Agreement and any successor
thereto appointed pursuant to the terms of the Credit Agreement.



          “Senior Indebtedness” means, with respect to any Person, (a) Indebtedness of such Person,
whether outstanding on the Issue Date or thereafter Incurred; and (b) all other Obligations of such
Person (including interest accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to such Person whether or not post-filing interest is allowed in such
proceeding) in respect of Indebtedness described in clause (a), unless, in the case of clauses (a)
and (b), in the instrument creating or evidencing the same or pursuant to which the same is
outstanding, it is provided that such Indebtedness or other Obligations in respect thereof are
subordinate or pari passu in right of payment to the Securities or not superior in right of payment
to the Subordinated Guarantee of such Person, as the case may be; provided, however, that Senior
Indebtedness shall not include:



37









 





          (1) any obligation of such Person to the Issuer, Holdings I or any Subsidiary of the Issuer or
Holdings I;



          (2) any liability for national, state, local or other taxes owed or owing by such Person;



          (3) any accounts payable or other liability to trade creditors arising in the ordinary course
of business (including guarantees thereof (other than by way of letter of credit, bank guarantee,
performance or other bond, or other similar obligation) or instruments evidencing such
liabilities);



          (4) any Capital Stock;



          (5) any Indebtedness or other Obligation of such Person which is subordinate or junior in any
respect to any other Indebtedness or other Obligation of such Person; or



          (6) that portion of any Indebtedness which at the time of Incurrence is Incurred in violation
of this Indenture.



          “Senior Notes Proceeds Loan” means the proceed loans dated the date hereof between the Issuer,
as lender, and Holdings I, as borrower, in the amount of the proceeds received by the Issuer from
the issuance of the Securities.



          “Senior Secured Indebtedness” means any Senior Indebtedness secured by a Lien on a
first-priority basis and any Senior Indebtedness secured by a Permitted Lien (other than a Lien on
a third-priority basis permitted under clause (14) of the definition of “Permitted Liens”).



          “Senior Secured Indebtedness Leverage Ratio” means, with respect to any Person at any date,
the ratio of (i) Senior Secured Indebtedness of such Person and its Restricted Subsidiaries as of
such date (determined on a consolidated basis in accordance with GAAP) less the amount of Cash
Equivalents in excess of any Restricted Cash that would be stated on the balance sheet of such
Person and its Restricted Subsidiaries and held by such Person and its Restricted Subsidiaries as
of such date of determination to (ii) EBITDA of such Person for the four full fiscal quarters for
which internal financial statements are available immediately preceding such date on which such
additional Senior Secured Indebtedness is Incurred. In the event that such Person or any of its
Restricted Subsidiaries Incurs, repays, repurchases or redeems any Senior Secured Indebtedness
subsequent to the commencement of the period for which the Senior Secured Indebtedness Leverage
Ratio is being calculated but prior to the event for which the calculation of the Senior Secured
Indebtedness Leverage Ratio is made (the “Senior Secured Leverage Calculation Date”), then the
Senior Secured Indebtedness Leverage Ratio shall be calculated giving pro forma effect to such
Incurrence, repayment, repurchase or redemption of Senior Secured Indebtedness as if the same had
occurred at the beginning of the applicable four-quarter period; provided that the Issuer may elect
pursuant to an Officers’ Certificate delivered to the Trustee to treat all or any portion of the
commitment under any Senior Secured Indebtedness as being Incurred at such time, in which case any
subsequent Incurrence of Senior Secured Indebtedness under such commitment shall not be deemed, for
purposes of this calculation, to be an Incurrence at such subsequent time.



38









 





          For purposes of making the computation referred to above, Investments, acquisitions,
dispositions, mergers, amalgamations, consolidations (including the Transactions) and discontinued
operations (as determined in accordance with GAAP), in each case with respect to an operating unit
of a business, and any operational changes that the Issuer, Holdings I or any of the Restricted
Subsidiaries has determined to make and/or have made during the four-quarter reference period or
subsequent to such reference period and on or prior to or simultaneously with the Senior Secured
Leverage Calculation Date (each, for purposes of this definition, a “pro forma event”) shall be
calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions,
mergers, amalgamations, consolidations (including the Transactions), discontinued operations and
other operational changes (and the change of any associated Senior Secured Indebtedness and the
change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference
period. If since the beginning of such period any Person that subsequently became a Restricted
Subsidiary or was merged with or into the Issuer, Holdings I or any Restricted Subsidiary since the
beginning of such period shall have made any Investment, acquisition, disposition, merger,
amalgamation, consolidation, discontinued operation or operational change, in each case with
respect to an operating unit of a business, that would have required adjustment pursuant to this
definition, then the Senior Secured Indebtedness Leverage Ratio shall be calculated giving pro
forma effect thereto for such period as if such Investment, acquisition, disposition, discontinued
operation, merger, amalgamation, consolidation or operational change had occurred at the beginning
of the applicable four-quarter period.



          For purposes of this definition, whenever pro forma effect is to be given to any pro forma
event, the pro forma calculations shall be made in good faith by a responsible financial or
accounting officer of the Issuer. Any such pro forma calculation may include adjustments
appropriate, in the reasonable good faith determination of the Issuer as set forth in an Officers’
Certificate, to reflect operating expense reductions and other operating improvements or synergies
reasonably expected to result from the applicable pro forma event (including, to the extent
applicable, from the Transactions).



          “Senior Securities” means the 8% senior notes of the Issuer due 2016 including any additional
Senior Securities issued under the indenture governing the Senior Securities.



          “Senior Subordinated Indebtedness” means: (1) with respect to the Issuer, the Securities and
any other Indebtedness of the Issuer that specifically provides that such Indebtedness is to rank
pari passu with the Securities in right of payment and is not subordinated by its terms in right of
payment to any Indebtedness or other obligation of the Issuer which is not Senior Indebtedness of
such Person; (2) with respect to each Subordinated Guarantor (other than Holdings I), its guarantee
of the Senior Securities and any other Indebtedness of the Issuer that specifically provides that
such Indebtedness is to rank pari passu with the guarantee of the Senior Securities in right of
payment and is not subordinated by its terms in right of payment to any Indebtedness or other
obligation of such Subordinated Guarantor which is not Senior Indebtedness of such Person; and (3)
with respect to Holdings I, the Senior Notes Proceeds Loan, its guarantee of the Senior Securities
and any other Indebtedness of Holdings I that specifically provides that such Indebtedness is to
rank pari passu with the Senior Notes Proceeds Loan and its guarantee of the Senior Securities in
right of payment and is not subordinated by its terms in right of payment to any Indebtedness or
other obligation of such Person which is not Senior Indebtedness of Holdings I.




39












 





          “Senior Subordinated Notes Proceeds Loan” means the proceeds loan dated the date hereof
between the Issuer, as lender, and Holdings I, as borrower, in the amount of the proceeds received
by the Issuer from the issuance of the Senior Subordinated Securities.



          “Significant Subsidiary” means any Restricted Subsidiary that meets any of the following
conditions:




     (1) the Issuer’s, Holdings I’s and the Restricted Subsidiaries’ investments in and
advances to the Restricted Subsidiary exceed 10% of the total assets of the Issuer, Holdings
I and the Restricted Subsidiaries on a combined consolidated basis as of the end of the most
recently completed fiscal year;




     (2) the Issuer’s, Holdings I’s and the Restricted Subsidiaries’ proportionate share of
the total assets (after intercompany eliminations) of the Restricted Subsidiary exceeds 10%
of the total assets of the Issuer, Holdings I and the Restricted Subsidiaries on a combined
consolidated basis as of the end of the most recently completed fiscal year; or




     (3) the Issuer’s, Holdings I’s and the Restricted Subsidiaries’ equity in the income
from continuing operations before income taxes, extraordinary items and cumulative effect of
a change in accounting principle of the Restricted Subsidiary exceeds 10% of such income of
the Issuer, Holdings I and the Restricted Subsidiaries on a consolidated basis for the most
recently completed fiscal year.



          “Similar Business” means (a) any businesses, services or activities engaged in by the Issuer,
Holdings I or any of their respective Subsidiaries on the Issue Date and (b) any businesses,
services and activities engaged in by the Issuer, Holdings I or any of their respective
Subsidiaries that are related, complementary, incidental, ancillary or similar to any of the
foregoing or are extensions or developments of any thereof.



          “Squeeze-Out” means the acquisition pursuant to Article 33 of the Swiss Federal Stock
Exchanges and Securities Trading Act (RS954.1) by Luxco of the remaining Target Shares after at
least 98% of the Target’s Voting Stock has been acquired by Luxco at the end of the Offer.



          “Standard Securitization Undertakings” means representations, warranties, covenants,
indemnities and guarantees of performance entered into by the Issuer, Holdings I or any Subsidiary
of the Issuer or Holdings I which the Issuer or Holdings I has determined in good faith to be
customary in a Receivables Financing including, without limitation, those relating to the servicing
of the assets of a Subsidiary, it being understood that any Receivables Repurchase Obligation shall
be deemed to be a Standard Securitization Undertaking.



          “Standstill Period” means, with respect to each Subordinated Guarantee, the period commencing
on the Notice Date and ending on the first to occur of (y) the date falling 179 days after the
Notice Date; and (z) the expiry of any other Standstill Period outstanding at the date the
Standstill Period commenced.



40









 





          “Stated Maturity” means, with respect to any security, the date specified in such security as
the fixed date on which the final payment of principal of such security is due and payable,
including pursuant to any mandatory redemption provision (but excluding any provision providing for
the repurchase of such security at the option of the holder thereof upon the happening of any
contingency beyond the control of the issuer unless such contingency has occurred).



          “Subordinated Guarantee” means any guarantee of the obligations of the Issuer under this
Indenture and the Securities by any Person in accordance with the provisions of this Indenture.



          “Subordinated Guarantors” means the Initial Subordinated Guarantors and any Person that
subsequently becomes a Subordinated Guarantor in accordance with the terms of this Indenture;
provided that upon the release or discharge of such Person from its Subordinated Guarantee in
accordance with this Indenture, such Person ceases to be a Subordinated Guarantor.



          “Subordinated Indebtedness” means (a) with respect to the Issuer, any Indebtedness of the
Issuer which is by its terms subordinated in right of payment to the Securities and (b) with
respect to any Subordinated Guarantor(other than Holdings I), its Subordinated Guarantee and any
other Indebtedness that either ranks pari passu, or is subordinated in right of payment, thereto
and (c) with respect to Holdings I, the Senior Subordinated Notes Proceeds Loan, its Subordinated
Guarantee and any other Indebtedness that either ranks pari passu or is subordinated in right of
payment, thereto.



          “Subordinated Shareholder Funding” means, collectively, any funds provided to the Issuer or
Holdings I by any direct or indirect parent, any Affiliate of any direct or indirect parent or any
Permitted Holder or any Affiliate thereof, in exchange for or pursuant to any security, instrument
or agreement other than Capital Stock, in each case issued to and held by any of the foregoing
Persons, together with any such security, instrument or agreement and any other security or
instrument other than Capital Stock issued in payment of any obligation under any Subordinated
Shareholder Funding; provided, however, that such Subordinated Shareholder Funding:




     (1) does not (including upon the happening of any event) mature or require any
amortization, redemption or other repayment of principal or any sinking fund payment prior
to the first anniversary of the Stated Maturity of the Securities (other than through
conversion or exchange of such funding into Capital Stock (other than Disqualified Stock) of
the Issuer or Holdings I or any funding meeting the requirements of this definition) or the
making of any such payment prior to the first anniversary of the Stated Maturity of the
Securities is restricted by the Intercreditor Agreement, an Additional Intercreditor
Agreement or another intercreditor agreement;




     (2) does not (including upon the happening of any event) require, prior to the first
anniversary of the Stated Maturity of the Securities, payment of cash interest, cash
withholding amounts or other cash gross-ups, or any similar cash amounts or the making of
any such payment prior to the first anniversary of the Stated Maturity of the Securities is
restricted by the Intercreditor Agreement or an Additional Intercreditor Agreement;



41









 






     (3) contains no change of control or similar provisions and does not accelerate and has
no right to declare a default or event of default or take any enforcement action or
otherwise require any cash payment (in each case, prior to the first anniversary of the
Stated Maturity of the Securities) or the payment of any amount as a result of any such
action or provision, or the exercise of any rights or enforcement action (in each case,
prior to the first anniversary of the Stated Maturity of the Securities) is restricted by
the Intercreditor Agreement or an Additional Intercreditor Agreement;




     (4) does not provide for or require any security interest or encumbrance over any asset
of the Issuer, Holdings I or any of their respective Subsidiaries;




     (5) pursuant to its terms or to the Intercreditor Agreement, an Additional
Intercreditor Agreement or another intercreditor agreement, is fully subordinated and junior
in right of payment to the Securities pursuant to subordination, payment blockage and
enforcement limitation terms which are customary in all material respects for similar
funding or are no less favorable in any material respect to Holders than those contained in
the Intercreditor Agreement as in effect on the Issue Date with respect to the “Senior
Creditors” (as defined therein) in relation to “Parentco Debt” (as defined therein),




provided, that any event or circumstance that results in such subordinated obligation
ceasing to qualify as Subordinated Shareholder Funding, including it ceasing to be held by
any direct or indirect parent, any Affiliate of any direct or indirect parent or any
Permitted Holder or any Affiliate thereof, shall constitute an Incurrence of such
Indebtedness by the Issuer, Holdings I or such Restricted Subsidiary.



          “Subsidiary” means, with respect to any Person, (1) any corporation, association or other
business entity (other than a partnership, joint venture or limited liability company) of which
more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or trustees thereof
is at the time of determination owned or controlled, directly or indirectly, by such Person or one
or more of the other Subsidiaries of that Person or a combination thereof, and (2) any partnership,
joint venture or limited liability company of which (x) more than 50% of the capital accounts,
distribution rights, total equity and voting interests or general and limited partnership
interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or
more of the other Subsidiaries of that Person or a combination thereof, whether in the form of
membership, general, special or limited partnership interests or otherwise, and (y) such Person or
any Subsidiary of such Person is a controlling general partner or otherwise controls such entity.



          “Substantially All” when used in relation to assets, means assets of the relevant entity or
entities having a market value of at least 75% of the market value of all of the assets of such
entity or entities at the date of the relevant transactions.



          “Target” means SIG Holding AG, a company limited by shares incorporated in Switzerland
registered in the Commercial Register of the Canton of Schaffhausen with the register number
CH-290.3.004.149-2.



42









 





          “Target Bonds” means the Target’s 150 million Swiss Franc denominated 2.125% bonds due 2011,
100 million Swiss Franc denominated 4.375% bonds due 2008 and 150 million Swiss Franc denominated
4.625% bonds due 2007.



          “Target Shares” means all of the registered shares of Target.



          “Tax Distributions” means any distributions described in Section 4.04(b)(12).



          “Taxes” means all present and future taxes, levies, imposts, deductions, charges, duties and
withholdings and any charges of a similar nature (including interest, penalties and other
liabilities with respect thereto) that are imposed by any government or other taxing authority.



          “TOO” means the Ordinance of the Swiss Takeover Board on Public Takeover Offers (SR
954.195.1).



          “Total Assets” means the total combined consolidated assets of the Issuer, Holdings I and the
Restricted Subsidiaries, as shown on the most recent combined balance sheet of the Issuer and
Holdings I.



          “Transactions” means the Acquisition and the transactions related thereto (including the
transactions contemplated in that certain Memorandum on Structure, dated as of May 11, 2007,
prepared by Deloitte & Touche), including borrowings under the Credit Agreement, the issuance of
the Securities and the Senior Securities, the contribution (through holding companies of Holdings)
by Rank and certain other investors arranged by Rank of common equity, preferred equity and/or
Subordinated Shareholder Funding to the Issuer and Holdings I.



          “Trust Officer” means any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant secretary, assistant treasurer,
trust officer or any other officer of the Trustee (1) who customarily performs functions similar to
those performed by the Persons who at the time shall be such officers, respectively, or to whom any
corporate trust matter is referred because of such person’s knowledge of and familiarity with the
particular subject, and (2) who shall have direct responsibility for the administration of this
Indenture.



          “Trustee” means the party named as such in this Indenture until a successor replaces it and,
thereafter, means the successor.



          “Unrestricted Subsidiary” means:




     (1) any Subsidiary of the Issuer or Holdings I that at the time of determination shall
be designated an Unrestricted Subsidiary by the Board of Directors of such Person in the
manner provided below; and




     (2) any Subsidiary of an Unrestricted Subsidiary.



43









 





          The Board of Directors of Holdings may designate any Subsidiary of the Issuer or Holdings I
(including any newly acquired or newly formed Subsidiary of the Issuer or Holdings I) to be an
Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests
or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or Holdings I or any
other Subsidiary of the Issuer or Holdings I that is not a Subsidiary of the Subsidiary to be so
designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not
at the time of designation have and do not thereafter Incur any Indebtedness pursuant to which the
lender has recourse to any of the assets of the Issuer, Holdings I or any of the Restricted
Subsidiaries; provided further, however, that either:




     (a) the Subsidiary to be so designated has total consolidated assets of €1,000 or less;
or




     (b) if such Subsidiary has consolidated assets greater than €1,000, then such
designation would be permitted under Section 4.04.



          The Board of Directors of the Issuer may designate any Unrestricted Subsidiary to be a
Restricted Subsidiary; provided, however, that immediately after giving effect to such designation:




     (x) (1) the Issuer or Holdings I could Incur €1.00 of additional Indebtedness pursuant
to Section 4.03(a) or (2) the Fixed Charge Coverage Ratio for the Issuer, Holdings I and its
Restricted Subsidiaries would be greater than such ratio for the Issuer, Holdings I and its
Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma
basis taking into account such designation; and




     (y) no Event of Default shall have occurred and be continuing.



          Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee
by promptly filing with the Trustee a copy of the resolution of the Board of Directors of the
Issuer giving effect to such designation and an Officers’ Certificate certifying that such
designation complied with the foregoing provisions.



          “Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at
the time entitled to vote in the election of the Board of Directors of such Person.



          “Weighted Average Life to Maturity” means, when applied to any Indebtedness or Disqualified
Stock, as the case may be, at any date, the quotient obtained by dividing (1) the sum of the
products of the number of years from the date of determination to the date of each successive
scheduled principal payment of such Indebtedness or redemption or similar payment with respect to
such Disqualified Stock multiplied by the amount of such payment, by (2) the sum of all such
payments.



          “Wholly Owned Restricted Subsidiary” is any Wholly Owned Subsidiary that is a Restricted
Subsidiary.



          “Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person 100% of the
outstanding Capital Stock or other ownership interests of which (other than



44









 




directors’ qualifying shares or other similar shares required pursuant to applicable law)
shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such
Person.




          SECTION 1.02. Other Definitions.



	 	 	 
	 	 	Defined
	Term	 	in Section
	“Additional Intercreditor Agreement”
	 	4.20(a)
	“Affiliate Transaction”
	 	4.07
	“Asset Sale Offer”
	 	4.06(b)
	“Asset Sale Offer Period”
	 	4.06(e)
	“Authentication Order”
	 	2.03
	“Authorized Agent”
	 	13.09
	“Bankruptcy Law”
	 	6.01
	“Change of Control Offer”
	 	4.08(c)
	“Change of Control Payment”
	 	4.08(c)
	“Change of Control Payment Date”
	 	4.08(c)
	“Common Depositary”
	 	Appendix A
	“covenant defeasance option”
	 	8.01
	“Covenant Suspension Event”
	 	4.19(a)
	“Custodian”
	 	6.01
	“Definitive Security”
	 	Appendix A
	“Directive”
	 	2.04(a)
	“Event of Default”
	 	6.01
	“Excess Proceeds”
	 	4.06(b)
	“Global Securities Legend”
	 	Appendix A
	“Global Securities”
	 	Appendix A
	“Guaranteed Obligations”
	 	10.01(a)
	“Initial Lien”
	 	4.12(a)
	“Initial Purchaser”
	 	Appendix A
	“legal defeasance option”
	 	8.01
	“Notice Date”
	 	11.03(a)
	“Original Securities”
	 	Preamble
	“Paying Agent”
	 	2.04(a)
	“Paying Agent in Dublin”
	 	2.04(a)
	“Payment Blockage Notice”
	 	11.04(b)
	“Payor”
	 	4.15(a)
	“Permitted Debt”
	 	4.03(b)
	“Principal Paying Agent”
	 	2.04(a)
	“protected purchaser”
	 	2.08
	“Purchase Agreement”
	 	Appendix A
	“QIB”
	 	Appendix A
	“Refinancing Indebtedness”
	 	4.03(b)
	“Refunding Capital Stock”
	 	4.04(b)
	“Registrar”
	 	2.04(a)
	“Regulation S”
	 	Appendix A






45









 






	 	 	 
	 	 	Defined
	Term	 	in Section
	“Regulation S Securities”
	 	Appendix A
	“Regulation S-X”
	 	4.02(a)
	“Relevant Taxing Jurisdiction”
	 	4.15(a)
	“Restricted Payments”
	 	4.04(a)
	“Retired Capital Stock”
	 	4.04(b)
	“Rule 144A”
	 	Appendix A
	“Rule 144A Securities”
	 	Appendix A
	“Second Commitment”
	 	4.06(b)
	“Securities”
	 	Preamble
	“Successor Company”
	 	5.01(a)
	“Successor Subordinated Guarantor”
	 	5.01(b)
	“Suspended Covenants”
	 	4.19(a)
	“Transfer”
	 	5.01(b)
	“Transfer Agent”
	 	2.04(a)
	“Transfer Restricted Securities”
	 	Appendix A






          SECTION 1.03. Rules of Construction. Unless the context otherwise requires:




     (a) a term has the meaning assigned to it;




     (b) an accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP;




     (c) “or” is not exclusive;




     (d) “including” means including without limitation;




     (e) words in the singular include the plural and words in the plural include the
singular;




     (f) unsecured Indebtedness shall not be deemed to be subordinate or junior to Secured
Indebtedness merely by virtue of its nature as unsecured Indebtedness;




     (g) the principal amount of any non-interest bearing or other discount security at any
date shall be the principal amount thereof that would be shown on a balance sheet of the
issuer dated such date prepared in accordance with GAAP;




     (h) the principal amount of any Preferred Stock shall be (i) the maximum liquidation
value of such Preferred Stock or (ii) the maximum mandatory redemption or mandatory
repurchase price with respect to such Preferred Stock, whichever is greater;




     (i) unless otherwise specified herein, all accounting terms used herein shall be
interpreted, all accounting determinations hereunder shall be made, and all financial
statements required to be delivered hereunder shall be prepared in accordance with GAAP; and



46









 






     (j) in the case of any inconsistency between this Indenture and the Intercreditor
Agreement or any Additional Intercreditor Agreement, the Intercreditor Agreement or
Additional Intercreditor Agreement shall prevail and this Indenture is in all respects
subject to the terms of the Intercreditor Agreement and any Additional Intercreditor
Agreement.



ARTICLE II




The Securities



          SECTION 2.01. Amount of Securities. The aggregate principal amount of Original
Securities which may be authenticated and delivered under this Indenture on the Issue Date is
€420,000,000. All Original Securities shall be substantially identical except as to denomination.



          The Issuer may from time to time after the Issue Date issue Additional Securities under this
Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness
represented by such Additional Securities is at such time permitted by Section 4.03 and (ii) such
Additional Securities are issued in compliance with the other applicable provisions of this
Indenture. With respect to any Additional Securities issued after the Issue Date (except for
Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in
lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 4.06(g), 4.08(c) or Appendix
A), there shall be (a) established in or pursuant to a resolution of the Board of Directors of the
Issuer or Holdings I and (b) (i) set forth or determined in the manner provided in an Officers’
Certificate or (ii) established in one or more indentures supplemental hereto, prior to the
issuance of such Additional Securities:




     (1) the aggregate principal amount of such Additional Securities which may be
authenticated and delivered under this Indenture;




     (2) the issue price and issuance date of such Additional Securities, including the date
from which interest on such Additional Securities shall accrue; and




     (3) if applicable, that such Additional Securities shall be issuable in whole or in
part in the form of one or more Global Securities and, in such case, the respective
depositaries for such Global Securities, the form of any legend or legends which shall be
borne by such Global Securities in addition to or in lieu of those set forth in Exhibit A
hereto and any circumstances in addition to or in lieu of those set forth in Section 2.2 of
Appendix A in which any such Global Security may be exchanged in whole or in part for
Additional Securities registered, or any transfer of such Global Security in whole or in
part may be registered, in the name or names of Persons other than the depositary for such
Global Security or a nominee thereof.



          If any of the terms of any Additional Securities are established by action taken pursuant to a
resolution of the Board of Directors of the Issuer or Holdings I, a copy of an appropriate record
of such action shall be certified by an Officer or authorized person of the Issuer or Holdings I
and delivered to the Trustee at or prior to the delivery of the Officers’



47









 




Certificate or the indenture supplemental hereto setting forth the terms of the Additional
Securities.




          The Securities, including any Additional Securities, shall be treated as a single class for
all purposes under this Indenture, including waivers, amendments, redemptions and offers to
purchase.



          SECTION 2.02. Form and Dating. Provisions relating to the Securities are set forth in
Appendix A, which is hereby incorporated in and expressly made a part of this Indenture. The (i)
Securities and the Trustee’s certificate of authentication and (ii) any Additional Securities (if
issued as Transfer Restricted Securities) and the Trustee’s certificate of authentication shall
each be substantially in the form of Exhibit A hereto, which is hereby incorporated in and
expressly made a part of this Indenture. The Securities may have notations, legends or
endorsements required by law, stock exchange rule, agreements to which the Issuer or any
Subordinated Guarantor is subject, if any, or usage (provided that any such notation, legend or
endorsement is in a form acceptable to the Issuer). Each Security shall be dated the date of its
authentication. The Securities shall be issuable only in registered form without interest coupons
and in minimum denominations of €50,000 and integral multiples of €1,000 in excess thereof. The
Global Securities shall be in registered form without interest coupons and the Definitive
Securities shall be in registered form without interest coupons. Each Global Security shall
represent such of the outstanding Securities as shall be specified in the “Schedule of Exchanges of
Interests in the Global Security” attached thereto and each shall provide that it shall represent
up to the aggregate principal amount of Securities from time to time endorsed thereon and that the
aggregate principal amount of outstanding Securities represented thereby may from time to time be
reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a
Global Security to reflect the amount of any increase or decrease in the aggregate principal amount
of outstanding Securities represented thereby shall be made by the Trustee or the Registrar, at the
direction of the Trustee, in accordance with instructions given by the Holder thereof as required
by Section 2.03 hereof.



          SECTION 2.03. Execution and Authentication. The Trustee shall authenticate and
deliver to a common depositary for further delivery upon a written order of the Issuer signed by
one Officer or authorized signatory (an “Authentication Order”) (a) Original Securities for
original issue on the date hereof in an aggregate principal amount of €420,000,000 and (b) subject
to the terms of this Indenture, Additional Securities in an aggregate principal amount to be
determined at the time of issuance and specified therein. Such order shall specify the amount of
the Securities to be authenticated and the date on which the original issue of Securities is to be
authenticated. Notwithstanding anything to the contrary in this Indenture or Appendix A, any
issuance of Additional Securities after the Issue Date shall be in a principal amount of at least
€50,000 and integral multiples of €1,000 in excess thereof.



          One Officer or authorized signatory shall sign the Securities for the Issuer by manual or
facsimile signature.



48









 





          If an Officer or authorized signatory whose signature is on a Security no longer holds that
office at the time the Trustee authenticates the Security, the Security shall be valid
nevertheless.



          A Security shall not be valid until an authorized signatory of the Trustee manually signs the
certificate of authentication on the Security. The signature shall be conclusive evidence that the
Security has been authenticated under this Indenture.



          The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuer
to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by
a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of
such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do
so. Each reference in this Indenture to authentication by the Trustee includes authentication by
such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent
for service of notices and demands.



          SECTION 2.04. Registrar and Paying Agent. (a) The Issuer shall maintain (i) one or
more paying agents (each, a “Paying Agent”) for the Securities in each of (A) London, (B) for so
long as the Securities are listed on the Irish Stock Exchange and admitted to trading on the
Alternative Securities Market thereof and its guidelines so require, Dublin, Ireland, and (C) to
the extent practicable and permitted by law, in a European Union member state that shall not be
obliged to withhold or deduct tax pursuant to the European Union Directive 2003/48/EC regarding the
taxation of savings income (the “Directive”), in each case where Securities may be presented for
payment (ii) one or more registrars (each, a “Registrar”) and (iii) a transfer agent (each, a
“Transfer Agent”) in each of (A) London and (B) for so long as the Securities are listed on the
Irish Stock Exchange and admitted to trading on the Alternative Securities Market thereof and its
guidelines so require, Dublin, Ireland, in each case where the Securities may be presented for
registration of transfer or for exchange. The Issuer may have one or more additional co-registrars
and one or more additional paying agents. The term “Registrar” includes the Registrar and any
additional co-registrars. The term “Paying Agent” includes the Principal Paying Agent, the Paying
Agent in Dublin and any additional paying agents. The initial Paying Agents shall be The Bank of
New York in London (the “Principal Paying Agent”) and BNY Fund Services (Ireland) Limited in
Dublin, Ireland (the “Paying Agent in Dublin”). The initial Registrar shall be The Bank of New
York. The initial Transfer Agents shall be The Bank of New York, in London, and BNY Fund Services
(Ireland) Limited, in Dublin. Each hereby accepts such appointments. The Registrar shall maintain a
register outside the U.K. reflecting ownership of Securities outstanding from time to time and the
Transfer Agents in each of London and Dublin shall facilitate transfers of Definitive Securities on
behalf of the Issuer. Each Transfer Agent shall perform the functions of a transfer agent.



          (b) The Issuer may enter into an appropriate agency agreement with any Registrar or Paying
Agent not a party to this Indenture. The agreement shall implement the provisions of this
Indenture that relate to such Agent. The Issuer shall notify the Trustee of the name and address
of any such Agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee



49









 




shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07.
The Issuer, Holdings I or any of its Subsidiaries may act as Paying Agent or Registrar.




          (c) The Issuer may change any Registrar, Paying Agent or Transfer Agent upon written notice to
such Registrar, Paying Agent or Transfer Agent and to the Trustee, without prior notice to Holders;
provided, however, that no such removal shall become effective until acceptance of an appointment
by a successor as evidenced by an appropriate agreement entered
into by the Issuer and such successor Registrar or Paying Agent as the case may be, and
delivered to the Trustee; provided, further, that to the extent practicable and permitted by law,
in no event may the Issuer appoint a Paying Agent in any member state of the European Union where
the Paying Agent would be obliged to withhold or deduct tax in connection with any payment made by
it in relation to the Securities unless the Paying Agent would be so obliged if it were located in
all other member states. The Registrar or Paying Agent may resign at any time upon written notice
to the Issuer and the Trustee in accordance with Section 7.08. However, for so long as the
Securities are listed on the Irish Stock Exchange and admitted to trading on the Alternative
Securities Market thereof and the guidelines of the Irish Stock Exchange so require, the Issuer
shall deliver notice of the change in a Registrar, Paying Agent or Transfer Agent to the Companies
Announcement Office in Dublin, Ireland.



          SECTION 2.05. Paying Agent to Hold Money. At least one Business Day prior to each due
date of the principal of and interest on any Security, the Issuer shall deposit with each Paying
Agent (or if the Issuer, Holdings I or any of its Subsidiaries is acting as Paying Agent, segregate
and hold for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal
and interest when so becoming due. The Issuer shall require each Paying Agent to agree in writing
(and the Initial Paying Agents hereby agree) that a Paying Agent shall hold for the benefit of
Holders or the Trustee all money held by a Paying Agent for the payment of principal of and
interest on the Securities, and shall notify the Trustee of any default by the Issuer in making any
such payment. If the Issuer, Holdings I or any of its Subsidiaries acts as Paying Agent, it shall
segregate the money held by it as Paying Agent and hold it for the benefit of the Persons entitled
thereto. The Issuer at any time may require a Paying Agent to pay all money held by it to the
Trustee and to account for any funds disbursed by such Paying Agent. Upon complying with this
Section, a Paying Agent shall have no further liability for the money delivered to the Trustee.



          SECTION 2.06. Holder Lists. The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and addresses of Holders.
If the Trustee is not the Registrar, the Issuer shall furnish, or cause the Registrar to furnish,
to the Trustee, in writing at least five Business Days before December 1 of each year following the
Issue Date and at such other times as the Trustee may request in writing, a list in such form and
as of such date as the Trustee may reasonably require of the names and addresses of Holders.



          SECTION 2.07. Transfer and Exchange. The Securities shall be issued in registered
form and shall be transferable only upon the surrender of a Security for registration of transfer
and in compliance with Appendix A. When a Security is presented to the Registrar with a request to
register a transfer, the Registrar shall register the transfer as requested if its requirements
therefor are met. To permit registration of transfers and exchanges, the Issuer shall execute and
the Trustee shall authenticate Securities at the Registrar’s request. The Issuer may require
payment of a sum sufficient to pay all taxes, assessments or other governmental charges in



50









 




connection with any transfer or exchange pursuant to this Section. The Issuer shall not be
required to make, and the Registrar need not register, transfers or exchanges of Securities
selected for redemption (except, in the case of Securities to be redeemed in part, the portion
thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of
Securities to be redeemed.




          Prior to the registration of transfer of any Security, the Issuer, the Subordinated
Guarantors, the Trustee, the Paying Agents, the Transfer Agents and the Registrar may deem and
treat the Person in whose name a Security is registered as the absolute owner of such Security for
the purpose of receiving payment of principal of and interest, if any, on such Security and for all
other purposes whatsoever, whether or not such Security is overdue, and none of the Issuer, any
Subordinated Guarantor, the Trustee, the Paying Agents, the Transfer Agents or the Registrar shall
be affected by notice to the contrary.



          Any Holder of a beneficial interest in a Global Security shall, by acceptance of such
beneficial interest, agree that transfers of beneficial interests in such Global Security may be
effected only through a book-entry system maintained by (a) the Holder of such Global Security (or
its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership
of a beneficial interest in such Global Security shall be required to be reflected in a book entry.



          All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture
shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the
Securities surrendered upon such transfer or exchange.



          SECTION 2.08. Replacement Securities. If a mutilated Security is surrendered to the
Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or
wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Security
if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder
(a) satisfies the Issuer or the Trustee within a reasonable time after such Holder has notice of
such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to
receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the
Security being acquired by a protected purchaser as defined in Section 8-303 of the Uniform
Commercial Code (a “protected purchaser”) and (c) satisfies any other requirements of the Trustee.
If required by the Trustee or the Issuer, such Holder shall provide an indemnity or security
sufficient in the judgment of the Trustee or the Issuer to protect the Issuer, the Trustee, the
Paying Agents, the Transfer Agents and the Registrar from any loss that any of them may suffer if a
Security is replaced. The Issuer, the Registrar and the Trustee may charge the Holder for their
expenses in replacing a Security (including attorneys’ fees and disbursements in replacing such
Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has
become or is about to become due and payable, the Issuer in its discretion may pay such Security
instead of issuing a new Security in replacement thereof.



          Every replacement Security is an additional obligation of the Issuer.




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          The provisions of this Section 2.08 are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or payment of mutilated,
lost, destroyed or wrongfully taken Securities.



          SECTION 2.09. Outstanding Securities. Securities outstanding at any time are all
Securities authenticated by the Trustee except for those canceled by the Registrar or any Agent in
accordance with this Indenture, those delivered to it for cancellation and those described in this
Section as not outstanding. Subject to Section 13.05, a Security does not cease to be outstanding
because the Issuer or an Affiliate of the Issuer holds the Security.



          If a Security is replaced pursuant to Section 2.08 (other than a mutilated Security
surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer receive
proof satisfactory to them that the replaced Security is held by a protected purchaser.
A mutilated Security ceases to be outstanding upon surrender of such Security and replacement
thereof pursuant to Section 2.08.



          If a Paying Agent holds, in accordance with this Indenture, on a redemption date or maturity
date money sufficient to pay all principal and interest payable on that date with respect to the
Securities (or portions thereof) to be redeemed or maturing, as the case may be, and no Paying
Agent is prohibited from paying such money to the Holders on that date pursuant to the terms of
this Indenture or the Intercreditor Agreement (or if applicable, any Additional Intercreditor
Agreement), then on and after that date such Securities (or portions thereof) cease to be
outstanding and interest on them ceases to accrue.



          SECTION 2.10. Temporary Securities. In the event that Definitive Securities are to
be issued under the terms of this Indenture, until such Definitive Securities are ready for
delivery, the Issuer may prepare and the Trustee or an agent thereof shall authenticate temporary
Securities. Temporary Securities shall be substantially in the form of Definitive Securities but
may have variations that the Issuer considers appropriate for temporary Securities. Without
unreasonable delay, the Issuer shall prepare and the Trustee or an agent thereof shall authenticate
Definitive Securities and the Registrar and the Agents shall make them available for delivery in
exchange for temporary Securities upon surrender of such temporary Securities at the office or
agency of the Issuer, without charge to the Holder. Until such exchange, temporary Securities
shall be entitled to the same rights, benefits and privileges as Definitive Securities.



          SECTION 2.11. Cancellation. The Issuer at any time may deliver Securities to the
Registrar for cancellation. Each Paying Agent shall forward to the Registrar any Securities
surrendered to them for registration of transfer, exchange or payment. The Registrar and no one
else shall cancel all Securities surrendered for registration of transfer, exchange, payment or
cancellation and shall dispose of canceled Securities in accordance with its customary procedures.
The Issuer may not issue new Securities to replace Securities it has redeemed, paid or delivered to
the Registrar for cancellation. The Trustee shall not authenticate Securities in place of canceled
Securities other than pursuant to the terms of this Indenture.



          SECTION 2.12. Defaulted Interest. If the Issuer defaults in a payment of interest on
the Securities, the Issuer shall pay the defaulted interest then borne by the Securities (plus
interest on such defaulted interest to the extent lawful) in any lawful manner. The Issuer may pay



52









 




the defaulted interest to the Persons who are Holders on a subsequent special record date. The
Issuer shall fix or cause to be fixed any such special record date and payment date to the
reasonable satisfaction of the Trustee and shall promptly deliver or cause to be delivered to each
affected Holder a notice that states the special record date, the payment date and the amount of
defaulted interest to be paid.




          SECTION 2.13. Common Codes, ISINs, etc. The Issuer in issuing the Securities may use
ISINs and Common Codes and, if so, the Trustee shall use ISINs and Common Codes in notices of
redemption as a convenience to Holders; provided, however, that any such notice may state that no
representation is made as to the correctness of such numbers, either as printed on the Securities
or as contained in any notice of a redemption, that reliance may be placed only on the other
identification numbers printed on the Securities and that any such redemption shall not be affected
by any defect in or omission of such numbers. The Issuer shall advise the Trustee and each Agent
of any change in the ISINs and Common Codes.



          SECTION 2.14. Calculation of Principal Amount of Securities. The aggregate principal
amount of the Securities, at any date of determination, shall be the principal amount of the
Securities at such date of determination. With respect to any matter requiring consent, waiver,
approval or other action of the Holders of a specified percentage of the principal amount of all
the Securities, such percentage shall be calculated, on the relevant date of determination, by
dividing (a) the principal amount, as of such date of determination, of Securities, the Holders of
which have so consented, by (b) the aggregate principal amount, as of such date of determination,
of the Securities then outstanding, in each case, as determined in accordance with the preceding
sentence, Section 2.09 and Section 13.05 of this Indenture. Any such calculation made pursuant to
this Section 2.14 shall be made by the Issuer and delivered to the Trustee pursuant to an Officers’
Certificate.



          SECTION 2.15. Currency. Euro is the sole currency of account and payment for all
sums payable by the Issuer or any Subordinated Guarantor under or in connection with the
Securities, including damages. Any amount received or recovered in a currency other than euro,
whether as a result of, or the enforcement of, a judgment or order of a court of any jurisdiction,
in the winding-up or dissolution of the Issuer or any Subordinated Guarantor or otherwise by any
Holder or by the Trustee, in respect of any sum expressed to be due to it from the Issuer or any
Subordinated Guarantor shall only constitute a discharge to the Issuer or any Subordinated
Guarantor to the extent of the euro amount which the recipient is able to purchase with the amount
so received or recovered in that other currency on the date of that receipt or recovery (or, if it
is not practicable to make that purchase on that date, on the first date on which it is practicable
to do so).



          If that euro amount is less than the euro amount expressed to be due to the recipient or the
Trustee under any Security, the Issuer and any Subordinated Guarantor shall indemnify such
recipient against any loss sustained by it as a result. In any event, the Issuer and any
Subordinated Guarantor shall indemnify the recipient against the cost of making any such purchase.
For the purposes of this currency indemnity provision, it shall be prima facie evidence of the
matter stated therein for the Holder of a Security or the Trustee to certify in a manner
satisfactory to the Issuer (indicating the sources of information used) the loss it Incurred in
making any such purchase. These indemnities constitute a separate and independent obligation



53









 




from the Issuer and any Subordinated Guarantor’s other obligations, shall give rise to a separate and
independent cause of action, shall apply irrespective of any waiver granted by any Holder of a
Security or the Trustee (other than a waiver of the indemnities set out herein) and shall continue
in full force and effect despite any other judgment, order, claim or proof for a liquidated amount
in respect of any sum due under any Security or to the Trustee.




          Except as otherwise specifically set forth herein, for purposes of determining compliance with
any euro-denominated restriction herein, the Euro Equivalent amount for purposes hereof that is
denominated in a non-euro currency shall be calculated based on the relevant currency exchange rate
in effect on the date such non-euro amount is Incurred or made, as the case may be.



ARTICLE III




Redemption



          SECTION 3.01. Redemption. The Securities may be redeemed, in whole or in part, from
time to time, subject to the conditions and at the redemption prices set forth in Paragraph 5 or 6
of the form of Original Security set forth in Exhibit A, which are hereby incorporated by reference
and made a part of this Indenture, together with accrued and unpaid interest to the redemption
date.



          SECTION 3.02. Applicability of Article. Redemption of Securities at the election of
the Issuer or otherwise, as permitted or required by the Securities or any provision of this
Indenture, shall be made in accordance with such provision and this Article.



          SECTION 3.03. Notices to Trustee. If the Issuer elects to redeem Securities pursuant
to the optional redemption provisions of Paragraph 5 or the optional tax redemption provisions of
Paragraph 6 of the form of Original Security it shall notify the Trustee in writing of (i) the
Section of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date
and the record date, (iii) the Securities and the principal amount thereof to be redeemed and (iv)
the redemption price. The Issuer shall give notice to the Trustee provided for in this paragraph
at least 30 days but not more than 60 days before a redemption date, unless a shorter period is
acceptable to the Trustee. Such notice shall be accompanied by an Officers’ Certificate and
Opinion of Counsel from the Issuer to the effect that such redemption complies with the conditions
herein. If fewer than all the Securities are to be redeemed, the record date relating to such
redemption shall be selected by the Issuer and given to the Trustee, which record date shall be not
fewer than 15 days after the date of notice to the Trustee. Any such notice may be canceled at any
time prior to notice of such redemption being delivered to any Holder and shall thereby be void and
of no effect.



          In the case of a redemption provided for by Paragraph 6 of the form of Original Security prior
to the publication or mailing of any notice of redemption of any series of Securities pursuant to
the foregoing, the Issuer shall deliver to the Trustee (with a copy to the relevant Paying Agent)
(a) an Officers’ Certificate stating that they are entitled to effect such redemption and setting
forth a statement of facts showing that the conditions precedent to their right so to redeem have
been satisfied and (b) an opinion of an independent tax counsel of



54









 




recognized standing and
satisfactory to the Trustee to the effect that the circumstances referred to in Paragraph 6 of the
form of Original Security exist. The Trustee shall accept such Officers’ Certificate and opinion
as sufficient evidence of the satisfaction of the conditions precedent described above without
further inquiry, in which event it shall be conclusive and binding on the Holders. Any such notice
may be canceled at any time prior to notice of such redemption being mailed to any Holder and shall
thereby be void and of no effect.




          SECTION 3.04. Selection of Securities to Be Redeemed. If less than all of the
Securities are to be redeemed or are required to be repurchased at any time, the Trustee shall
select Securities for redemption or repurchase in compliance with the requirements of the Irish
Stock Exchange or any other principal national securities exchange, if any, on which the Securities
are then admitted to trading, and in compliance with the requirements of Euroclear or Clearstream,
as applicable, or, if the Securities are not so admitted to trading or such exchange prescribes no
method of selection and the Securities are not held through Euroclear or Clearstream, as
applicable, or Euroclear or Clearstream, as applicable, prescribes no method of selection, on a pro
rata basis by lot or by such other method as the Trustee in its sole discretion deems fair and
appropriate, to the extent practicable; provided, however, that no Security of €50,000 in aggregate
principal amount or less shall be redeemed in part and no redemption in part shall be made other
than in an integral multiple of €1,000. The Trustee shall not be liable for selections made by it
in accordance with this Section 3.04.



          Except as required under Section 3.09, for so long as the Securities are listed on the Irish
Stock Exchange and admitted to trading on the Alternative Securities Market thereof and the
guidelines of the Irish Stock Exchange so require, the Issuer shall deliver notice of redemption to
the Companies Announcement Office in Dublin and, with respect to Definitive Registered Securities
only, mail such notice to Holders by first-class mail, postage prepaid, at their respective
addresses as they appear on the registration books of the Registrar (or otherwise deliver such
notice in accordance with applicable Euroclear and Clearstream procedures), in each case not less
than 30 nor more than 60 days prior to the redemption date.



          SECTION 3.05. Notice of Optional Redemption. (a) At least 30 days but not more
than 60 days before a redemption date pursuant to Paragraph 5 or Paragraph 6 of the form of
Original Security, the Issuer shall deliver or cause to be delivered by electronic transmission or
mailed by first-class mail, postage prepaid, at their respective addresses as they appear on the
registration books of the Registrar (or otherwise deliver such notice in accordance with applicable
Euroclear and Clearstream procedures), a notice of redemption to each Holder whose Securities are
to be redeemed; provided, however, that for so long as the Securities are listed on the Irish Stock
Exchange and admitted to trading on the Alternative Securities Market thereof and the guidelines of
the Irish Stock Exchange so require, the Issuer shall deliver notice of redemption to the Companies
Announcement Office in Dublin and, with respect to Definitive Securities only, mail such notice to
Holders by first-class mail, postage prepaid, at their respective addresses as they appear on the
registration books of the Registrar.



          Any such notice shall identify the Securities to be redeemed and shall state:




     (i) the redemption date and record date;



55









 






     (ii) the redemption price and the amount of accrued interest to the redemption
date as calculated by the Issuer or an agent or adviser thereof;




     (iii) the name and address of the Paying Agent;




     (iv) that Securities called for redemption must be surrendered to the Paying Agent
to collect the redemption price, plus accrued interest;




     (v) if fewer than all the outstanding Securities are to be redeemed, the
certificate numbers and principal amounts of the particular Securities to be redeemed,
the aggregate principal amount of Securities to be redeemed and the aggregate principal
amount of Securities to be outstanding after such partial redemption;




     (vi) that, unless the Issuer defaults in making such redemption payment or the
Paying Agent is prohibited from making such payment pursuant to the terms of this
Indenture, interest on Securities (or portion thereof) called for redemption ceases to
accrue on and after the redemption date;




     (vii) the paragraph of the Securities and/or Section of this Indenture pursuant to
which the Securities called for redemption are being redeemed;




     (viii) the ISIN and/or the Common Code, if any, printed on the Securities being
redeemed; and




     (ix) that no representation is made as to the correctness or accuracy of the ISIN
and/or the Common Code, if any, listed in such notice or printed on the Securities.



          (b) At the Issuer’s request, the Trustee shall give the notice of redemption in the Issuer’s
name and at the Issuer’s expense. In such event, the Issuer shall provide the Trustee with the
information required by this Section at least one Business Day prior to the date such notice is to
be provided to Holders and such notice may not be canceled.



          SECTION 3.06. Effect of Notice of Redemption. Once notice of redemption is delivered
in accordance with Section 3.05, Securities called for redemption become due and payable on the
redemption date and at the redemption price stated in the notice, except as provided in the
penultimate sentence of the third paragraph in paragraph 5 of the Securities. Upon surrender to
the Paying Agent, such Securities shall be paid at the redemption price stated in the notice, plus
accrued interest, to, but not including, the redemption date; provided, however, that if the
redemption date is after a regular record date and on or prior to the interest payment date, the
accrued interest shall be payable to the Holder of the redeemed Securities registered on the
relevant record date. Failure to give notice or any defect in the notice to any Holder shall not
affect the validity of the notice to any other Holder.



          SECTION 3.07. Deposit of Redemption Price. With respect to any Securities, no later
than 10:00 a.m., London time, one Business Day prior to the redemption date, the Issuer shall
deposit with the Paying Agent (or, if the Issuer, Holdings or any of its Subsidiaries is the Paying



56









 




Agent, shall segregate and hold ) money sufficient to pay the redemption price of and accrued
interest on all Securities or portions thereof to be redeemed on that date other than Securities or
portions of Securities called for redemption that have been delivered by the Issuer to the
Registrar for cancellation. On and after the redemption date, interest shall cease to accrue on
Securities or portions thereof called for redemption so long as the Issuer has deposited with the
Paying Agent funds sufficient to pay the principal of, plus accrued and unpaid interest on, the
Securities to be redeemed. If any Security called for redemption or purchase is not so paid upon
surrender for redemption or purchase because of the failure of the Issuer to comply with this
section, interest shall be paid on the unpaid principal, from the redemption or purchase date until
such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal,
in each case at the rate provided in the Securities and in Section 4.01.




          SECTION 3.08. Securities Redeemed in Part. Upon surrender of a Security that is
redeemed in part:



          (a) in the case of a Definitive Security, upon cancellation of the Security surrendered, the
Issuer shall execute and the Trustee or an authentication agent shall authenticate for the Holder
(at the Issuer’s expense) a new Security equal in principal amount to the unredeemed portion of the
Security surrendered in the name of such Holder; and



          (b) in the case of a Global Security, the Registrar shall make an appropriate notation on
such Security to decrease the principal amount thereof to an amount equal to the unredeemed portion
thereof.



ARTICLE IV




Covenants



          SECTION 4.01. Payment of Securities. The Issuer shall promptly pay the principal of
and interest on the Securities on the dates and in the manner provided in the Securities and in
this Indenture. An installment of principal of or interest shall be considered paid on the date
due if on the Business Day prior to such date the Trustee or the Paying Agent holds as of
10:00 a.m. London time money in immediately available funds sufficient to pay such principal or
interest due for payment on the following Business Day and the Trustee or the Paying Agent, as the
case may be, is not prohibited from paying such money to the Holders on that date pursuant to the
terms of this Indenture.



          The Issuer shall pay interest on overdue principal at the rate specified therefor in the
Securities, and it shall pay interest on overdue installments of interest at the same rate borne by
the Securities to the extent lawful.



          SECTION 4.02. Reports and Other Information. (a) For so long as any
Securities are outstanding, the Issuer will provide to the Trustee the following reports:




     (i) within 120 days after the end of each of the Issuer’s fiscal years, beginning
with the fiscal year ending December 31, 2007, annual reports containing the following
information in a level of detail that is comparable in all material respects



57









 




to the
Offering Circular: (1) audited combined consolidated balance sheets of the Issuer and
Holdings I as of the end of the two most recent fiscal years and audited combined
consolidated income statements and statements of cash flow of the Issuer and Holdings I
for the three most recent fiscal years, including complete footnotes to such financial
statements and the report of the independent auditors on such combined financial
statements; (2) pro forma income statement and balance sheet information of the Issuer
combined with Holdings I (which need not comply with Article 11 of Regulation S-X under
the Exchange Act, “Regulation S-X”), together with explanatory footnotes, for any
material acquisitions, dispositions or recapitalizations that have occurred since the
beginning of the most recently completed fiscal year unless pro forma information has
been provided in a previous report pursuant to clause (ii) or (iii) of this Section
4.02(a); (3) an operating and financial review of the audited combined financial
statements, including a discussion of the results of operations, financial condition,
and liquidity and capital resources of the Issuer and Holdings I, and a discussion of
material commitments and contingencies and critical accounting policies; (4) a
description of the business, management, aggregate management compensation and
shareholders of the Issuer and Holdings I, all material related party transactions and
a description of all material contractual arrangements, including material debt
instruments (in each case to the extent such information would be required to be
disclosed if the Issuer and Holdings I were reporting companies under the Exchange
Act); (5) a description of material risk factors and material recent developments;
(6) earnings before interest, taxes, depreciation and amortization; (7) capital
expenditures; (8) depreciation and amortization; (9) income (loss) from operations; and
(10) information for the guarantor, and the non-guarantor, Subsidiaries substantially
consistent with the disclosure on this topic contained in the Offering Circular;
provided that any item of disclosure that complies in all material respects with the
requirements that would be applicable under Form 20-F under the Exchange Act with
respect to such item will be deemed to satisfy the Issuer’s or Holdings I’s obligations
under this clause (i) with respect to such item;





     (ii) within 60 days following the end of the first three fiscal quarters in each
fiscal year of the Issuer (commencing with the fiscal quarter ending June 30, 2007) all
quarterly financial statements of the Issuer combined with Holdings I containing the
following information: (1) an unaudited condensed combined consolidated balance sheet
as of the end of such quarter and unaudited condensed combined statements of income and
cash flow for the most recent quarter year-to-date period ending on the unaudited
condensed balance sheet date, and the comparable prior year periods, together with
condensed footnote disclosure; (2) pro forma combined income statement and balance
sheet information of the Issuer and Holdings I (which need not comply with Article 11
of Regulation S-X), together with explanatory footnotes, for any material acquisitions,
dispositions or recapitalizations that have occurred since the beginning of the most
recently completed fiscal year unless pro forma information has been provided in a
previous report pursuant to clause (ii) or (iii) of this Section 4.02(a); (3) an
operating and financial review of the unaudited combined financial statements,
including a discussion of the results of operations, financial condition, and liquidity
and capital resources of the Issuer and Holdings I,



58









 




and a discussion of material
commitments and contingencies and critical accounting policies; and (4) material recent
developments and any material changes to the risk factors disclosed in the most recent
annual report; provided that any item of disclosure that complies in all material
respects with the requirements that would be applicable under Form 10-Q under the
Exchange Act with respect to such item will be deemed to satisfy the Issuer’s
obligations under this clause (ii) with respect to such item; and





     (iii) promptly after the occurrence of any material acquisition, disposition or
restructuring of the Issuer, Holdings I and the Restricted Subsidiaries, taken as a
whole, or any senior executive officer changes at the Issuer or Holdings I or change in
auditors of the Issuer or Holdings I or any other material event that the Issuer or
Holdings I or any Restricted Subsidiaries announces publicly, a report containing a
description of such event.



          (b) All financial statements shall be for the Issuer combined with Holdings I. All financial
statements and pro forma financial information shall be prepared in accordance with GAAP on a
consistent basis for the periods presented and shall comply with the applicable requirements of any
exchange on which the Securities are listed; provided, however, that the reports set forth in
Section 4.02(a)(i), (ii) and (iii) above may, in the event of a change in applicable GAAP, present
earlier periods on a basis that applied to such periods, subject to the provisions of this
Indenture. Except as provided for above, no report need include separate financial statements for
the Issuer, Holdings I or Subsidiaries of the Issuer or Holdings I or any disclosure with respect
to the results of operations or any other financial or statistical disclosure not of a type
included in the Offering Circular.



          (c) Contemporaneously with the furnishing of each such report discussed above, the Issuer
will also (a) post such report on a public website maintained by or on behalf of the Issuer, and
(b) notify the Holders and a representative or employee of, or other Person affiliated with, one or
more financial newswire services such as Bloomberg or a similar agency, in writing of the posting
of such report on such website (which notification may be in electronic form).



          (d) In the event that the Issuer or Holdings I becomes subject to the reporting requirements
of Section 13(a) or 15(d) of the Exchange Act, or elects to comply with such provisions, the Issuer
or Holdings I, as applicable, will, for so long as it continues to file the reports required by
Section 13(a) with the SEC, make available to the Trustee the annual reports, information,
documents and other reports that it is required to file with the SEC pursuant to such Section 13(a)
or 15(d) and any correspondence or circular sent by the Issuer or Holdings I to any shareholder or
creditor thereof. By complying with the foregoing requirements of this paragraph, the Issuer and
Holdings I will be deemed to have complied with the provisions contained in Sections 4.02(a) to (c)
for the relevant period provided that the annual reports, information, documents and other reports
filed with the SEC relate to both the Issuer and Holdings I on a combined basis.



          (e) So long as any of the Securities remain outstanding and during any period during which
the Issuer or Holdings I is not subject to section 13 or 15(d) of the Exchange Act, or otherwise
permitted to furnish the SEC with certain information pursuant to Rule 12g 3-2(b) of



59









 




the Exchange
Act, Issuer will make available to the Holders of the Securities and to prospective investors, upon
their request, the information required to be delivered by Rule 144A(d)(4) under the Securities
Act.




          (f) The Issuer will also make all of the foregoing information available during normal
business hours at the offices of the Paying Agent in Dublin if and so long as the Securities are
listed on the Irish Stock Exchange and admitted to trading on the Alternative Securities Market
thereof and the guidelines of the Irish Stock Exchange so require.



          SECTION 4.03. Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock
and Preferred Stock. (a) (i) Each of the Issuer and Holdings I will not, and will not
permit any Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including
Acquired Indebtedness) or issue any shares of Disqualified Stock; and (ii) each of the Issuer and
Holdings I will not permit any Restricted Subsidiary (other than a Subordinated Guarantor) to issue
any shares of Preferred Stock; provided, however, that the Issuer and Holdings I may Incur
Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock and any
Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness), issue shares of
Disqualified Stock or issue shares of Preferred Stock, in each case if the Fixed Charge Coverage
Ratio of the Issuer and Holdings I on a combined basis for the most recently ended four full fiscal
quarters for which combined internal financial statements of the Issuer and Holdings I are
available immediately preceding the date on which such additional Indebtedness is Incurred or such
Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 determined on
a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the
additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been
issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning
of such four-quarter period; provided, that with effect from February 5, 2008, the amount of
Indebtedness that may be Incurred and Disqualified Stock or Preferred Stock that may be issued
pursuant to the foregoing by Restricted Subsidiaries that are not the Issuer or Subordinated
Guarantors shall not exceed €10.0 million at any one time outstanding.



          (b) The limitations set forth in Section 4.03(a) will not apply to (collectively, “Permitted
Debt”):




     (i) the Incurrence by the Issuer, Holdings I or any Restricted Subsidiary of
Indebtedness under (1) the Credit Agreement and the issuance and creation of letters of
credit and bankers’ acceptances thereunder (with letters of credit and bankers’
acceptances being deemed to have a principal amount equal to the face amount thereof)
in an aggregate principal amount not to exceed (A) €740.0 million of term loan
facilities plus, (B) an aggregate amount not to exceed €85.0 million of revolving
credit facilities and ancillary facilities that relate to revolving credit facilities
plus (C) after the Issue Date, an additional aggregate amount not to exceed
€100.0 million and (2) Local Facility Agreements in an aggregate principal amount not
to exceed €40.0 million;




     (ii) the Incurrence by the Issuer and the Subordinated Guarantors of Indebtedness
represented by (1) the Securities (not including any Additional



60









 




Securities) and the
Subordinated Guarantees (2) the Senior Securities (not including any “Additional
Securities” as defined in the indenture governing the Senior Securities) in an
aggregate principal amount not to exceed €480,000,000 and the “Senior Note Guarantees”
thereof (as defined in the indenture governing the Senior Securities and (3) the
Proceeds Loans);





     (iii) Indebtedness existing on the Issue Date (other than Indebtedness described
in clauses (i) and (ii) of this Section 4.03(b));




     (iv) Indebtedness (including Capitalized Lease Obligations) Incurred by the
Issuer, Holdings I or any Restricted Subsidiaries, Disqualified Stock issued by the
Issuer, Holdings I or any Restricted Subsidiaries and Preferred Stock issued by any
Restricted Subsidiaries to finance (whether prior to or within 270 days after) the
purchase, lease, construction or improvement of property (real or personal) or
equipment (whether through the direct purchase of assets or the Capital Stock of any
Person owning such assets); provided that the aggregate amount of all Indebtedness
Incurred pursuant to this clause (iv) shall not exceed the greater of €50.0 million and
2.0% of Total Assets;




     (v) Indebtedness Incurred by the Issuer, Holdings I or any Restricted Subsidiaries
constituting reimbursement obligations with respect to letters of credit and bank
guarantees issued in the ordinary course of business, including without limitation,
letters of credit in respect of workers’ compensation claims, health, disability or
other benefits to employees or former employees or their families or property, casualty
or liability insurance or self-insurance, and letters of credit in connection with the
maintenance of, or pursuant to the requirements of, environmental or other permits or
licenses from governmental authorities, or other Indebtedness with respect to
reimbursement type obligations regarding workers’ compensation claims;




     (vi) Indebtedness arising from agreements of the Issuer, Holdings I or a
Restricted Subsidiary providing for indemnification, adjustment of purchase price or
similar obligations, in each case, Incurred in connection with the Transactions or any
other acquisition or disposition of any business, assets or a Subsidiary of the Issuer
or Holdings I in accordance with the terms of this Indenture, other than guarantees of
Indebtedness Incurred by any Person acquiring all or any portion of such business,
assets or Subsidiary for the purpose of financing such acquisition;




     (vii) Indebtedness of the Issuer or Holdings I to a Restricted Subsidiary;
provided, that, except in respect of intercompany current liabilities incurred in the
ordinary course of business in connection with the cash management operations of the
Issuer, Holdings I and the Restricted Subsidiaries, any such Indebtedness owed to a
Restricted Subsidiary that is not the Issuer or a Subordinated Guarantor shall, within
90 days of the Issue Date to the extent legally permitted, be subordinated in right of
payment to the obligations of the Issuer under the Securities or the obligations of
Holdings I under its Subordinated Guarantee, as applicable; provided, further, that any
subsequent issuance or transfer of any Capital Stock or any other



61









 




event that results in
any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other
subsequent transfer of any such Indebtedness (except to the Issuer, Holdings I or a
Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien
or a Permitted Collateral Lien) shall be deemed, in each case, to be an Incurrence of
such Indebtedness not permitted by this clause (vii);





     (viii) shares of Preferred Stock of a Restricted Subsidiary issued to the Issuer,
Holdings I or a Restricted Subsidiary; provided that any subsequent issuance or
transfer of any Capital Stock or any other event which results in any Restricted
Subsidiary that holds such shares of Preferred Stock of another Restricted Subsidiary
ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such
 shares of Preferred Stock (except to the Issuer, Holdings I or a Restricted Subsidiary)
shall be deemed, in each case, to be an issuance of shares of Preferred Stock not
permitted by this clause (viii);




     (ix) Indebtedness of a Restricted Subsidiary to the Issuer, Holdings I or a
Restricted Subsidiary; provided, that, except in respect of intercompany current
liabilities incurred in the ordinary course of business in connection with the cash
management operations of the Issuer, Holdings I and the Restricted Subsidiaries, if a
Subordinated Guarantor Incurs such Indebtedness to a Restricted Subsidiary that is not
the Issuer or a Subordinated Guarantor, such Indebtedness shall, within 90 days of the
Issue Date, to the extent legally permitted, be subordinated in right of payment to the
Subordinated Guarantee of such Subordinated Guarantor; provided, further, that any
subsequent issuance or transfer of any Capital Stock or any other event that results in
any Restricted Subsidiary holding such Indebtedness ceasing to be a Restricted
Subsidiary or any other subsequent transfer of any such Indebtedness (except to the
Issuer, Holdings I or a Restricted Subsidiary or any pledge of such Indebtedness
constituting a Permitted Lien or a Permitted Collateral Lien) shall be deemed, in each
case, to be an Incurrence of such Indebtedness not permitted by this clause (ix);




     (x) Hedging Obligations that are Incurred not for speculative purposes but (1) for
the purpose of fixing or hedging interest rate risk with respect to any Indebtedness
that is permitted by the terms of this Indenture to be outstanding; (2) for the purpose
of fixing or hedging currency exchange rate risk with respect to any currency
exchanges; or (3) for the purpose of fixing or hedging commodity price risk with
respect to any commodity purchases or sales;




     (xi) obligations in respect of performance, bid, appeal and surety bonds and
completion guarantees provided by the Issuer, Holdings I or any Restricted Subsidiary
in the ordinary course of business or consistent with past practice;




     (xii) (i) any guarantee by the Issuer, Holdings I or a Restricted Subsidiary of
Indebtedness or other obligations of the Issuer, Holdings I or any Restricted
Subsidiaries so long as the Incurrence of such Indebtedness Incurred by the Issuer,
Holdings I or such Restricted Subsidiary was not in violation of the terms of this
Indenture or (ii) without limiting Section 4.12, Indebtedness of the Issuer, Holdings I



62









 




or any Restricted Subsidiary arising by reason of any Lien granted by or applicable to
such Person securing Indebtedness of the Issuer, Holdings I or any Restricted
Subsidiary so long as the Indebtedness was not incurred in violation of this Indenture;
provided that if such Indebtedness is by its express terms subordinated in right of
payment to the Securities or the Subordinated Guarantee of such Restricted Subsidiary,
as applicable, any such guarantee of such Subordinated Guarantor with respect to such
Indebtedness shall be subordinated in right of payment to such Subordinated Guarantor’s
Subordinated Guarantee with respect to the Securities substantially to the same extent
as such Indebtedness is subordinated to the Securities or the Subordinated Guarantee of
such Restricted Subsidiary, as applicable;





     (xiii) the Incurrence by the Issuer, Holdings I or a Restricted Subsidiary of
Indebtedness or Disqualified Stock or Preferred Stock of a Restricted Subsidiary that
serves to refund, refinance or defease any Indebtedness Incurred or Disqualified Stock
or Preferred Stock issued as permitted under Section 4.03(a) and clauses (ii), (iii),
(iv), (xiii), (xiv) and (xxii) of this Section 4.03(b) or any Indebtedness,
Disqualified Stock or Preferred Stock Incurred to so refund or refinance such
Indebtedness, Disqualified Stock or Preferred Stock, including any additional
Indebtedness, Disqualified Stock or Preferred Stock Incurred to pay premiums (including
tender premium), defeasance costs and fees in connection therewith (subject to the
following proviso, “Refinancing Indebtedness”) prior to its respective maturity;
provided, however, that such Refinancing Indebtedness will be Refinancing Indebtedness
if and to the extent it:




     (1) has a Weighted Average Life to Maturity at the time such Refinancing
Indebtedness is Incurred that is not less than the shorter of (A) the remaining
Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or
Preferred Stock being refunded, refinanced or defeased and (B) the Weighted Average
Life to Maturity that would result if all payments of principal on the Indebtedness,
Disqualified Stock and Preferred Stock being refunded or refinanced that were due on
or after the date one year following the last maturity date of any Securities then
outstanding were instead due on such date one year following the last date of
maturity of the Securities (provided that any Refinancing Indebtedness Incurred in
reliance on this subclause (1)(B) does not provide for any scheduled principal
payments prior to the maturity date of the Securities in excess of, or prior to, the
scheduled principal payments due prior to such maturity for the Indebtedness,
Disqualified Stock or Preferred Stock being refunded or refinanced or
defeased);




     (2) has a Stated Maturity that is not earlier than the earlier of (A) the
Stated Maturity of the Indebtedness being refunded or refinanced or (B) 91 days
following the maturity date of the Securities;




     (3) refinances (A) Indebtedness junior to the Securities or the Subordinated
Guarantee of such Restricted Subsidiary, as applicable, such Refinancing
Indebtedness is junior to the Securities or the Subordinated



63









 




Guarantee of such
Restricted Subsidiary, as applicable, or (B) Disqualified Stock or Preferred Stock,
such Refinancing Indebtedness is Disqualified Stock or Preferred Stock; and





     (4) does not include (A) Indebtedness of the Issuer or a Restricted Subsidiary
that is not a Subordinated Guarantor that refinances Indebtedness of the Issuer,
Holdings I or a Subordinated Guarantor, or (B) Indebtedness of the Issuer, Holdings
I or a Restricted Subsidiary that refinances Indebtedness of an Unrestricted
Subsidiary,




     provided further, that subclauses (1) and (2) of this clause (xiii) will not apply to
any refunding, refinancing or defeasing of any First Priority Lien Obligations.




     (xiv) Indebtedness, Disqualified Stock or Preferred Stock of (1) the Issuer,
Holdings I or a Restricted Subsidiary Incurred to finance an acquisition, merger,
consolidation or amalgamation or (2) Persons that constitutes Acquired Indebtedness;
provided, however, that after giving effect to such acquisition or merger,
consolidation or amalgamation, the Issuer or Holdings I would be permitted to Incur at
least €1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test
set forth in Section 4.03(a) or the Fixed Charge Coverage Ratio of the Issuer and
Holdings I on a combined basis would be greater than immediately prior to such
acquisition or merger, consolidation or amalgamation;




     (xv) Indebtedness Incurred by a Receivables Subsidiary in a Qualified Receivables
Financing that is not with recourse to the Issuer, Holdings I or any Restricted
Subsidiary other than a Receivables Subsidiary (except for Standard Securitization
Undertakings);




     (xvi) Indebtedness arising from the honoring by a bank or other financial
institution of a check, draft or similar instrument drawn against insufficient funds in
the ordinary course of business; provided that such Indebtedness is extinguished within
five Business Days of its Incurrence;




     (xvii) Indebtedness of the Issuer, Holdings I or any Restricted Subsidiary
supported by a letter of credit or bank guarantee issued pursuant to the Credit
Agreement in a principal amount not in excess of the stated amount of such letter of
credit;




     (xviii) Indebtedness representing deferred compensation or other similar
arrangements to employees and directors of the Issuer, Holdings I or any Restricted
Subsidiary Incurred in the ordinary course of business or in connection with the
Transactions (including as a result of the cancellation or vesting of outstanding
options and other equity-based awards in connection therewith), an acquisition or any
other Permitted Investment;




     (xix) Indebtedness of the Issuer, Holdings I or any Restricted Subsidiary
consisting of (1) the financing of insurance premiums or (2) take-or-pay obligations
contained in supply arrangements, in each case, in the ordinary course of business;



64









 






     (xx) Indebtedness Incurred on behalf of, or representing guarantees of
Indebtedness of, joint ventures of, the Issuer, Holdings I or any Restricted Subsidiary
not in excess; at any one time outstanding, of the greater of €15.0 million and 0.5% of
Total Assets at the time of Incurrence;




     (xxi) Indebtedness or Disqualified Stock of the Issuer, Holdings I or any
Restricted Subsidiary and Preferred Stock of any Restricted Subsidiary not otherwise
permitted hereunder in an aggregate principal amount or liquidation preference, which
when aggregated with the principal amount or liquidation preference of all other
Indebtedness, Disqualified Stock and Preferred Stock then outstanding and Incurred
pursuant to this clause (xxi), does not exceed the greater of €100.0 million and 4.25%
of Total Assets at the time of Incurrence (it being understood that any Indebtedness
Incurred under this clause (xxi) shall cease to be deemed Incurred or outstanding for
purposes of this clause (xxi) but shall be deemed Incurred for purposes of
Section 4.03(a) from and after the first date on which the Issuer, Holdings I, or the
Restricted Subsidiary, as the case may be, could have Incurred such Indebtedness under
Section 4.03(a) without reliance upon this clause (xxi));




     (xxii) Indebtedness or Disqualified Stock of the Issuer, Holdings I or any
Restricted Subsidiary and Preferred Stock of any Restricted Subsidiary not otherwise
permitted hereunder in an aggregate principal amount or liquidation preference not
exceeding at any one time outstanding 200.0% of the net cash proceeds received by the
Issuer, Holdings I and the Restricted Subsidiaries since immediately after the Issue
Date from the issue or sale of Equity Interests or Subordinated Shareholder Funding of
the Issuer, Holdings I or any direct or indirect parent entity of the Issuer or
Holdings I (which proceeds are contributed to the Issuer, Holdings I or a Restricted
Subsidiary) or cash contributed to the capital of the Issuer or Holdings I (in each
case other than proceeds of Disqualified Stock or sales of Equity Interests to, or
contributions received from, the Issuer, Holdings I or any of their respective
Subsidiaries and other than in connection with the Transactions) as determined in
accordance with clauses (2) and (3) of the definition of “Cumulative Credit” to the
extent such net cash proceeds or cash have not been applied pursuant to such clauses to
make Restricted Payments or to make other Investments, payments or exchanges pursuant
to Section 4.04(b) or to make Permitted Investments (other than Permitted Investments
specified in clauses (1) and (3) of the definition thereof);




     (xxiii) Indebtedness arising as a result of implementing composite accounting or
other cash pooling arrangements involving solely the Issuer, Holdings I and the
Restricted Subsidiaries or solely among Restricted Subsidiaries and entered into in the
ordinary course of business; and netting, overdraft protection and other arrangements
among the Issuer, Holdings I, any Restricted Subsidiary and a bank arising under
standard business terms of such bank at which the Issuer, Holdings I or any Restricted
Subsidiary maintains an overdraft, cash pooling or other similar arrangement;




     (xxiv) Indebtedness consisting of Indebtedness issued by the Issuer, Holdings I or
a Restricted Subsidiary to current or former officers, directors and employees



65









 




thereof
or any direct or indirect parent thereof, their respective estates, spouses or former
spouses, in each case to finance the purchase or redemption of Equity Interests of the
Issuer or Holdings I or any of their direct or indirect parent companies to the extent
described in clause (4) of Section 4.04(b);





     (xxv) Indebtedness of Holdings I or any Restricted Subsidiaries consisting of
obligations (including guarantees thereof) to repurchase equipment sold to customers or
third party leasing companies pursuant to the terms of sale of such equipment in the
ordinary course of business;




     (xxvi) without limiting clause (a) of this paragraph, Indebtedness under Local
Facility Agreements in an aggregate principal amount not to exceed €40.0 million; and




     (xxvii) Indebtedness in the form of deferred payment obligations under any
arrangement permitted by Section 4.04(b).




     (c) For purposes of determining compliance with this Section 4.03:




     (1) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock
(or any portion thereof) meets the criteria of more than one of the categories of permitted
Indebtedness described in clauses 4.03(b)(i) through (xxvii) above or is entitled to be
Incurred pursuant to Section 4.03(a), the Issuer shall, in its sole discretion, classify or
reclassify, or later divide, classify or reclassify, such item of Indebtedness, Disqualified
Stock or Preferred Stock (or any portion thereof) in any manner that complies with this
Section 4.03; provided that all Indebtedness under the Credit Agreement outstanding on the
Issue Date shall be deemed to have been Incurred pursuant to clause 4.03(b)(i)(1) and the
Issuer shall not be permitted to reclassify all or any portion of such Indebtedness under
the Credit Agreement outstanding on the Issue Date; and




     (2) the Issuer will be entitled to divide and classify an item of Indebtedness in more
than one of the types of Indebtedness described in Sections 4.03(a) and (b) above, and in
that connection shall be entitled to treat a portion of such Indebtedness as having been
Incurred under Section 4.03(a) and thereafter the remainder of such Indebtedness having been
Incurred under the Section 4.03(b).



          (d) Accrual of interest, the accretion of accreted value, the payment of interest or
dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock, as
applicable, accretion of original issue discount or liquidation preference and increases in the
amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of
currencies will not be deemed to be an Incurrence of Indebtedness, Disqualified Stock or Preferred
Stock for purposes of this Section 4.03. Guarantees of, or obligations in respect of letters of
credit relating to, Indebtedness that is otherwise included in the determination of a particular
amount of Indebtedness shall not be included in the determination of such amount of Indebtedness;
provided that the Incurrence of the Indebtedness represented by such guarantee or letter of credit,
as the case may be, was in compliance with this Section 4.03.




66












 




          (e) For purposes of determining compliance with this Section 4.03, the Euro Equivalent
of the principal amount of Indebtedness denominated in another currency shall be calculated based
on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, in the
case of term Indebtedness, or first drawn, in the case of Indebtedness Incurred under a revolving
credit facility; provided that (a) if such Indebtedness is Incurred to refinance other Indebtedness
denominated in a currency other than euro, and such refinancing would cause the applicable
euro-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in
effect on the date of such refinancing, such euro-denominated restriction shall be deemed not to
have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed
the principal amount of such Indebtedness being refinanced; (b) the Euro Equivalent of the
principal amount of any such Indebtedness outstanding on the Issue Date shall be calculated based
on the relevant currency exchange rate in effect on the Issue Date; and (c) if any such
Indebtedness is subject to a Currency Agreement with respect to the currency in which such
Indebtedness is denominated covering principal, premium, if any, and interest on such Indebtedness,
the amount of such Indebtedness and such interest and premium, if any, shall be determined after
giving effect to all payments in respect thereof under such Currency Agreements.


          (f) Notwithstanding any other provision of this Section 4.03 the maximum amount of
Indebtedness that the Issuer, Holdings I and the Restricted Subsidiaries may Incur pursuant to this
Section 4.03 shall not be deemed to be exceeded, with respect to any outstanding Indebtedness,
solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any
Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the
Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable
to the currencies in which such Refinancing Indebtedness is denominated that is in effect on the
date of such refinancing.


          (g) Notwithstanding clauses (a) and (b) of this Section 4.03: (x) the Issuer will not Incur
any Indebtedness if such Indebtedness is subordinate or junior in right of payment to any Senior
Indebtedness of the Issuer, unless such Indebtedness is Senior subordinated Indebtedness or is
expressly subordinated in right of payment to Senior Subordinated Indebtedness of the Issuer; and
(y) the Subordinated Guarantors will not Incur any Indebtedness if such Indebtedness is subordinate
or junior in ranking in right of payment to any Senior Subordinated Indebtedness of such Person,
unless such Indebtedness ranks pari passu in right of payment with its Subordinated Guarantee or is
expressly subordinated in right of payment to its Subordinated Guarantee. For purposes of the
foregoing, (1) unsecured Indebtedness will not be treated as subordinated or junior to Secured
Indebtedness merely because it is unsecured, (2) Senior Indebtedness or Senior Subordinated
Indebtedness will not be treated as subordinated or junior to any other Senior Indebtedness or
Senior Subordinated Indebtedness, as the case may be, merely because it has junior priority with
respect to the same collateral, (3) Indebtedness of such Person which is not guaranteed will not be
treated as subordinated or junior to Indebtedness that is guaranteed merely because of such
guarantee and (4) Indebtedness under First Priority Lien Obligations will not be deemed to be
subordinated because of the application of waterfall or other payment-ordering provisions affecting
different tranches of Indebtedness thereunder.


          SECTION 4.04. Limitation on Restricted Payments. (a) Each of the Issuer and
Holdings I will not, and will not permit any Restricted Subsidiaries to, directly or indirectly:



67









 









     (i) declare or pay any dividend or make any distribution on account of the
Issuer’s, Holdings I’s or any Restricted Subsidiary’s Equity Interests or pay any
amounts in respect of Subordinated Shareholder Funding, including any payment made in
connection with any merger, amalgamation or consolidation involving the Issuer or
Holdings I (other than (1) dividends or distributions by the Issuer or Holdings I
payable solely in Equity Interests (other than Disqualified Stock) of the Issuer or
Holdings I or in Subordinated Shareholder Funding of the Issuer or Holdings I; or (2)
dividends or distributions payable to the Issuer, Holdings I or a Restricted Subsidiary
or (3) in the case of any dividend or distribution payable on or in respect of any
class or series of securities issued by a Restricted Subsidiary other than a Wholly
Owned Restricted Subsidiary, such dividends or distributions paid to minority
shareholders, provided that the Issuer, Holdings I or a Restricted Subsidiary receives
at least its pro rata share of such dividend or distribution in accordance with its
Equity Interests in such class or series of securities (except to the extent non pro
rata payments of such dividends or distributions are required by law or under the terms
of any agreement in effect on the Issue Date));




     (ii) purchase or otherwise acquire or retire for value any Equity Interests of the
Issuer or Holdings I or any direct or indirect parent of the Issuer or Holdings I, in
each case held by Persons other than Holdings or a Restricted Subsidiary;




     (iii) make any principal payment on, or redeem, repurchase, defease or otherwise
acquire or retire for value, in each case prior to any scheduled repayment or scheduled
maturity, any Subordinated Shareholder Funding or any Subordinated Indebtedness (other
than any Subordinated Guarantee or the Senior Subordinated Notes Proceeds Loan) of the
Issuer or Holdings I (other than the payment, redemption, repurchase, defeasance,
acquisition or retirement of (1) such Subordinated Indebtedness in anticipation of
satisfying a sinking fund obligation, principal instalment or final maturity, in each
case due within one year of the date of such payment, redemption, repurchase,
defeasance, acquisition or retirement and (2) such Subordinated Indebtedness between
the Issuer and Holdings I, the Issuer or Holdings I and the Restricted Subsidiaries or
between any of the Restricted Subsidiaries); or




     (iv) make any Restricted Investment,



(all such payments and other actions set forth in clauses (i) through (iv) above being collectively
referred to as “Restricted Payments”), unless, at the time of such Restricted Payment:





     (1) no Default shall have occurred and be continuing or would occur as a consequence
thereof;




     (2) immediately after giving effect to such transaction on a pro forma basis, the
Issuer or Holdings I could Incur €1.00 of additional Indebtedness under Section 4.03(a); and



68









 






     (3) such Restricted Payment, together with the aggregate amount of all other Restricted
Payments made by the Issuer, Holdings I and the Restricted Subsidiaries after the Issue Date
(and not returned or rescinded) (including Restricted Payments permitted by clauses (1), (4)
(only to the extent of one-half of the amounts paid pursuant to such clause), (6) and (8) of
Section 4.04(b), but excluding all other Restricted Payments permitted by Section 4.04(b)),
is less than the amount equal to the Cumulative Credit.


          (b) The provisions of Section 4.04(a) will not prohibit:




	(i)	 	the payment of any dividend or distribution within 60 days after the date of
declaration thereof, if at the date of declaration such payment would have complied with the
provisions of this Indenture;






     (ii) (A) the redemption, repurchase, retirement or other acquisition of any Equity
Interests (“Retired Capital Stock”) or Subordinated Indebtedness or Subordinated Shareholder
Funding of the Issuer, Holdings I, any direct or indirect parent of the Issuer, Holdings I
or any Restricted Subsidiary in exchange for, or out of the proceeds of, the substantially
concurrent sale of, Equity Interests or Subordinated Shareholder Funding of the Issuer,
Holdings I or any direct or indirect parent of the Issuer or Holdings I or contributions to
the equity capital of the Issuer or Holdings I (other than any Disqualified Stock or any
Equity Interests sold to a Subsidiary of the Issuer or Holdings I) (collectively, including
any such contributions, “Refunding Capital Stock”), and (B) the declaration and payment of
dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent
sale (other than to a Subsidiary of the Issuer or Holdings I) of Refunding Capital Stock;




     (iii) the redemption, repurchase, defeasance or other acquisition or retirement of
Subordinated Indebtedness of the Issuer, Holdings I or any Subordinated Guarantor made by
exchange for, or out of the proceeds of the substantially concurrent sale of, new
Indebtedness of the Issuer, Holdings I or a Subordinated Guarantor which is Incurred in
accordance with Section 4.03 so long as:




     (A) the principal amount (or accreted value, if applicable) of such new
Indebtedness does not exceed the principal amount (or accreted value, if
applicable), plus any accrued and unpaid interest, of the Subordinated Indebtedness
being so redeemed, repurchased, defeased, acquired or retired for value (plus the
amount of any premium required to be paid under the terms of the instrument
governing the Subordinated Indebtedness being so redeemed, repurchased, acquired or
retired, any tender premiums, and any defeasance costs, fees and expenses Incurred
in connection therewith);




     (B) such Indebtedness is subordinated to the Securities or the related
Subordinated Guarantee, as the case may be, at least to the same extent as such
Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, defeased,
acquired or retired for value;



69









 






     (C) such Indebtedness has a final scheduled maturity date equal to or later
than the earlier of (x) the final scheduled maturity date of the Subordinated
Indebtedness being so redeemed, repurchased, defeased, acquired or retired or (y) 91
days following the maturity date of the Securities; and




     (D) such Indebtedness has a Weighted Average Life to Maturity at the time
Incurred that is not less than the shorter of (x) the remaining Weighted Average
Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased,
defeased, acquired or retired and (y) the Weighted Average Life to Maturity that
would result if all payments of principal on the Subordinated Indebtedness being
redeemed, repurchased, defeased, acquired or retired that were due on or after the
date one year following the last maturity date of any Securities then outstanding
were instead due on such date one year following the last date of maturity of the
Securities; (provided that in the case of this subclause (D)(y), such Indebtedness
does not provide for any scheduled principal payments prior to the maturity date of
the Securities in excess of, or prior to, the scheduled principal payments due prior
to such maturity for the Indebtedness, Disqualified Stock or Preferred Stock being
refunded or refinanced or defeased);




     (iv) a Restricted Payment to pay for the purchase, repurchase, retirement, defeasance,
redemption or other acquisition for value of Equity Interests of the Issuer, Holdings I or
any direct or indirect parent of the Issuer or Holdings I held by any future, present or
former employee, director or consultant of the Issuer or Holdings I or any direct or
indirect parent of the Issuer or Holdings I or any Subsidiary of the Issuer or Holdings I
pursuant to any management equity plan or stock option plan or any other management or
employee benefit plan or other agreement or arrangement; provided, however, that the
aggregate Restricted Payments made under this clause (4) do not exceed €2.5 million in any
calendar year (with unused amounts in any calendar year being permitted to be carried over
for the two succeeding calendar years subject to a maximum payment (without giving effect to
the following proviso) of €5.0 million in any calendar year); provided, further, however,
that such amount in any calendar year may be increased by an amount not to exceed:




     (A) the cash proceeds received by the Issuer, Holdings I or any Restricted
Subsidiaries from the sale of Equity Interests (other than Disqualified Stock) of
the Issuer, Holdings I or any direct or indirect parent of the Issuer or Holdings I
(to the extent contributed to the Issuer or Holdings I) to members of management,
directors or consultants of the Issuer, Holdings I and the Restricted Subsidiaries
or any direct or indirect parent of the Issuer or Holdings I that occurs after the
Issue Date (provided that the amount of such cash proceeds utilized for any such
repurchase, retirement, other acquisition or dividend will not increase the amount
available for Restricted Payments under clause (2) of the definition of “Cumulative
Credit”); plus




     (B) the cash proceeds of key man life insurance policies received by the
Issuer, Holdings I or any direct or indirect parent of the Issuer or Holdings I (to



70









 






the extent contributed to the Issuer or Holdings I) or the Restricted
Subsidiaries after the Issue Date;




provided that the Issuer may elect to apply all or any portion of the aggregate increase
contemplated by clauses (A) and (B) above in any calendar year;




     (v) the declaration and payment of dividends or distributions to holders of any class
or series of Disqualified Stock of the Issuer, Holdings I or any Restricted Subsidiaries
issued or Incurred in accordance with Section 4.03;




     (vi) (A) the declaration and payment of dividends or distributions to holders of any
class or series of Designated Preferred Stock (other than Disqualified Stock) issued after
the Issue Date, (B) a Restricted Payment to any direct or indirect parent of the Issuer or
Holdings I, the proceeds of which will be used to fund the payment of dividends to holders
of any class or series of Designated Preferred Stock (other than Disqualified Stock) of any
direct or indirect parent of the Issuer or Holdings I issued after the Issue Date and (C)
the declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock
in excess of the dividends declarable and payable thereon pursuant to clause (2) of this
Section 4.04(b); provided, however, that, (x) for the most recently ended four full fiscal
quarters for which internal financial statements are available immediately preceding the
date of issuance of such Designated Preferred Stock or the declaration of such dividends on
Refunding Capital Stock that is Preferred Stock, after giving effect to such issuance (and
the payment of dividends or distributions) on a pro forma basis, the Issuer and Holdings I
would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00 on a combined basis
and (y) the aggregate amount of dividends declared and paid pursuant to (A) and (B) of this
clause (6) does not exceed the net cash proceeds actually received by the Issuer and
Holdings I from any such sale or issuance of Designated Preferred Stock (other than
Disqualified Stock) issued after the Issue Date or contributed by Subordinated Shareholder
Funding to the Issuer or Holdings I after the Issue Date;




     (vii) Investments in Unrestricted Subsidiaries having an aggregate Fair Market Value,
taken together with all other Investments made pursuant to this clause (7) that are at that
time outstanding, not to exceed the greater of €25.0 million and 1.0% of Total Assets at the
time of such Investment (with the Fair Market Value of each Investment being measured at the
time made and without giving effect to subsequent changes in value);




     (viii) the payment of dividends on the Issuer’s or Holdings I’s ordinary shares (or a
Restricted Payment to any direct or indirect parent of the Issuer or Holdings I to fund the
payment by such direct or indirect parent of the Issuer or Holdings I of dividends on such
entity’s ordinary shares) of up to 6% per annum of the net proceeds received by the Issuer
or Holdings I from any public offering of ordinary shares of the Issuer or Holdings I or any
of their direct or indirect parents;




     (ix) Restricted Payments that are made with Excluded Contributions;



71









 






     (x) other Restricted Payments in an aggregate amount not to exceed €50.0 million at the
time made;




     (xi) the distribution, as a dividend or otherwise, of shares of Capital Stock of, or
Indebtedness owed to the Issuer, Holdings I or a Restricted Subsidiary by, Unrestricted
Subsidiaries;




     (xii) Restricted Payments (a) to any direct or indirect parent of the Issuer or
Holdings I in amounts required for such parent to pay national, state or local income taxes
(as the case may be) imposed directly on such parent to the extent such income taxes are
attributable to the income of the Issuer, Holdings I and the Restricted Subsidiaries
(including, without limitation, by virtue of such parent being the common parent of a
consolidated or combined tax group of which the Issuer, Holdings I and/or the Restricted
Subsidiaries are members) or (b) to Holdings or any of its Affiliates, other than any direct
or indirect subsidiary of Holdings, relating to the transfer or surrender, in each case on
arm’s length terms, of any tax losses or other tax assets that can be used by the Issuer,
Holdings I or a Restricted Subsidiary;




     (xiii) the payment of dividends, other distributions or other amounts or the making of
loans or advances or any other Restricted Payment, if applicable:




     (A) in amounts required for any direct or indirect parent of the Issuer or
Holdings I, if applicable, to pay fees and expenses (including franchise or similar
taxes) required to maintain its corporate existence, customary salary, bonus and
other benefits payable to, and indemnities provided on behalf of, officers,
directors and employees of any direct or indirect parent of the Issuer or Holdings
I, if applicable, and general corporate operating and overhead expenses (including,
without limitation, compliance and reporting expenses) of any direct or indirect
parent of the Issuer or Holdings I, if applicable, in each case to the extent such
fees and expenses are attributable to the ownership or operation of the Issuer or
Holdings I, if applicable, and their respective Subsidiaries; (provided, that for so
long as such direct or indirect parent owns no material assets other than Equity
Interests in the Issuer or any direct or indirect parent of the Issuer, such fees
and expenses shall be deemed for purposes of this clause (13)(A) to be so
attributable to such ownership or operation);




     (B) in amounts required for any direct or indirect parent of the Issuer or
Holdings I, if applicable, to pay interest and/or principal on Indebtedness the
proceeds of which have been contributed to the Issuer, Holdings I or any Restricted
Subsidiaries and that has been guaranteed by, or is otherwise considered
Indebtedness of, the Issuer or Holdings I Incurred in accordance with Section 4.03;
and




     (C) in amounts required for any direct or indirect parent of the Issuer or
Holdings I to pay fees and expenses, other than to Affiliates of the Issuer or
Holdings I, related to any unsuccessful equity or debt offering of such parent.



72









 






     (xiv) any Restricted Payments used to fund the Transactions and the payment of fees and
expenses incurred in connection with the Transactions (including as a result of the
cancellation or vesting of outstanding options and other equity-based awards in connection
therewith) as described in the Offering Circular (including payments made pursuant to the
Acquisition Documents, whether payable on the Issue Date or thereafter) or owed by
the Issuer or Holdings I or any direct or indirect parent of the Issuer or Holdings I, as
the case may be, or any Restricted Subsidiary to Affiliates for services rendered or goods
sold, in each case to the extent permitted by Section 4.07;




     (xv) repurchases of Equity Interests deemed to occur upon exercise of stock options or
warrants if such Equity Interests represent a portion of the exercise price of such options
or warrants;




     (xvi) purchases of receivables pursuant to a Receivables Repurchase Obligation in
connection with a Qualified Receivables Financing and the payment or distribution of
Receivables Fees;




     (xvii) payments of cash, or dividends, distributions, advances or other Restricted
Payments by the Issuer, Holdings I or any Restricted Subsidiary to allow the payment of cash
in lieu of the issuance of fractional shares upon the exercise of options or warrants or
upon the conversion or exchange of Capital Stock of any such Person;




     (xviii) the repurchase, redemption or other acquisition or retirement for value of any
Subordinated Indebtedness constituting Acquired Indebtedness or any other Subordinated
Indebtedness pursuant to the provisions similar to those described under Sections 4.06 and
4.08; provided that all Securities tendered by Holders of the Securities in connection with
a Change of Control or Asset Sale Offer, as applicable, have been repurchased, redeemed or
acquired for value in accordance with the terms of this Indenture; and




     (xix) payments or distributions to dissenting stockholders pursuant to applicable law
or in connection with a consolidation, amalgamation, merger or transfer of all or
Substantially All of the assets of the Issuer, Holdings I and the Restricted Subsidiaries,
taken as a whole, that complies with Section 5.01; provided that as a result of such
consolidation, amalgamation, merger or transfer of assets, the Issuer shall have made a
Change of Control Offer (if required by this Indenture) and that all Securities tendered by
Holders in connection with such Change of Control Offer have been repurchased, redeemed or
acquired for value; and




     (xx) Restricted Payments in an amount not to exceed an aggregate of €25.0 million made
with the proceeds of the sale of Non-Strategic Land in accordance with Section 4.06.



provided, however, that at the time of, and after giving effect to, any Restricted Payment
permitted under clauses (10), (11) and (20) of this Section 4.04(b), no Default shall have occurred
and be continuing or would occur as a consequence thereof.




     (c) As of the Issue Date, the Issuer does not have any Subsidiaries and all of Holdings I’s
Subsidiaries will be Restricted Subsidiaries. The Issuer and Holdings I will not



73









 





permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the
definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as
an Unrestricted Subsidiary, all outstanding Investments by the Issuer, Holdings I and the
Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be
deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the
definition of “Investments.” Such designation will only be permitted if a Restricted Payment in
such amount would be permitted at such time and if such Subsidiary otherwise meets the definition
of an Unrestricted Subsidiary.




     SECTION 4.05. Dividend and Other Payment Restrictions Affecting Subsidiaries. (a)
The Issuer and Holdings I will not, and will not permit any of their Restricted Subsidiaries to,
directly or indirectly, create or otherwise cause or suffer to exist or become effective any
consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:




     (i) (1) pay dividends or make any other distributions to the Issuer, Holdings I or
any Restricted Subsidiaries (A) on its Capital Stock; or (B) with respect to any other
interest or participation in, or measured by, its profits; or (2) pay any Indebtedness
owed to the Issuer, Holdings I or any Restricted Subsidiaries;




     (ii) make loans or advances to the Issuer, Holdings I or any Restricted
Subsidiaries; or




     (iii) sell, lease or transfer any of its properties or assets to the Issuer,
Holdings I or any Restricted Subsidiaries;



except in each case for such encumbrances or restrictions existing under or by reason of:





     (1) contractual encumbrances or restrictions in effect on the Issue Date, including
pursuant to the Credit Agreement;




     (2) (A) this Indenture, the Securities (and guarantees thereof), the Security
Documents, the Intercreditor Agreement, any Currency Agreement, any agreement of instrument
creating a Hedging Obligation and any Additional Intercreditor Agreements and (B) the
indenture governing the Senior Securities and the Senior Securities (and guarantees
thereof);




     (3) applicable law or any applicable rule, regulation or order;




     (4) any agreement or other instrument of a Person acquired by the Issuer, Holdings I or
any Restricted Subsidiary which was in existence at the time of such acquisition (but not
created in contemplation thereof or to provide all or any portion of the funds or credit
support utilized to consummate such acquisition), which encumbrance or restriction is not
applicable to any Person, or the properties or assets of any Person, other than the Person
and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so
acquired;




     (5) contracts or agreements for the sale of assets, including any restriction with
respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the



74









 






sale or disposition of the Capital Stock or assets of such Restricted Subsidiary
pending the closing of such sale or disposition;




     (6) any Restricted Investment not prohibited by Section 4.04 and any Permitted
Investment;




     (7) restrictions on cash or other deposits or net worth imposed by regulatory
authorities (including with respect to tax obligations and value added taxes), in connection
with deductions made for tax, pension, national insurance and other similar purposes or for
the benefit of customers under contracts entered into in the ordinary course of business;




     (8) customary provisions in joint venture agreements, similar agreements relating
solely to such joint venture and other similar agreements entered into in the ordinary
course of business;




     (9) Capitalized Lease Obligations and purchase money obligations for property acquired
in the ordinary course of business;




     (10) customary provisions contained in leases (other than financing or similar leases),
licenses and other similar agreements entered into in the ordinary course of business;




     (11) any encumbrance or restriction of a Receivables Subsidiary effected in connection
with a Qualified Receivables Financing; provided, however, that such restrictions apply only
to such Receivables Subsidiary;




     (12) any encumbrance or restriction arising pursuant to an agreement or instrument
relating to any Indebtedness permitted to be Incurred subsequent to the Issue Date under
Section 4.03 (A) if the encumbrances and restrictions contained in any such agreement or
instrument taken as a whole are not materially less favorable to the Holders of the
Securities than the encumbrances and restrictions contained in the Credit Agreement as of
the Issue Date (as determined in good faith by the Issuer) or (B) if such encumbrance or
restriction is not materially more disadvantageous to the Holders of the Securities than is
customary in comparable financings (as determined in good faith by the Issuer) and either
(x) the Issuer determines that such encumbrance or restriction will not materially affect
the Issuer’s ability to make principal or interest payments on the Securities and Holding
I’s ability to make payments on the Proceeds Loans in each case as and when they come due or
(y) such encumbrance or restriction applies only if a default occurs in respect of a payment
or financial covenant relating to such Indebtedness;




     (13) any encumbrances or restrictions of the type referred to in clause (iii) above
existing by reason of any Lien permitted under Section 4.12;




     (14) any encumbrances or restrictions of the type referred to in clauses (i), (ii) and
(iii) above imposed by any amendments, modifications, restatements, renewals, increases,
supplements, refundings, replacements or refinancings of the contracts,



75









 






instruments or obligations referred to in clauses (1) through (13) above; provided that
such amendments, modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings are, in the good faith judgment of the Issuer, no more
restrictive with respect to such dividend and other payment restrictions than those
contained in the dividend or other payment restrictions prior to such amendment,
modification, restatement, renewal, increase, supplement, refunding, replacement or
refinancing; or




     (15) restrictions on cash or other deposits or net worth imposed by customers under
agreements entered into in the ordinary course of business.


          (b) For purposes of determining compliance with this Section 4.05, (i) the priority of any
Preferred Stock in receiving dividends or liquidating distributions prior to dividends or
liquidating distributions being paid on ordinary shares shall not be deemed a restriction on the
ability to make distributions on Capital Stock and (ii) the subordination of (or remedy bars in
respect of) loans or advances made to the Issuer, Holdings I or a Restricted Subsidiary to other
Indebtedness Incurred by the Issuer, Holdings I or any such Restricted Subsidiary shall not be
deemed a restriction on the ability to make loans or advances.


          SECTION 4.06. Asset Sales. (a) The Issuer and Holdings I will not, and
will not permit any Restricted Subsidiaries to, cause or make an Asset Sale, unless (x) the Issuer,
Holdings I or any Restricted Subsidiaries, as the case may be, receives consideration at the time
of such Asset Sale at least equal to the Fair Market Value of the assets sold or otherwise disposed
of, and (y) at least 75% of the consideration therefor received by the Issuer, Holdings I or such
Restricted Subsidiary, as the case may be, is in the form of Cash Equivalents; provided that the
amount of:




     (i) any liabilities (as shown on the Issuer’s or Holdings I’s or such Restricted
Subsidiary’s most recent balance sheet or in the notes thereto) of the Issuer, Holdings
I or any Restricted Subsidiary (other than liabilities that are by their terms
subordinated to the Securities or any Subordinated Guarantee) that are assumed by the
transferee of any such assets;




     (ii) any notes or other obligations or other securities or assets received by the
Issuer, Holdings I or such Restricted Subsidiary from such transferee that are
converted by the Issuer, Holdings I or such Restricted Subsidiary into cash within 180
days of the receipt thereof (to the extent of the cash received); and




     (iii) any Designated Non-cash Consideration received by the Issuer, Holdings I or
any Restricted Subsidiaries in such Asset Sale having an aggregate Fair Market Value,
taken together with all other Designated Non-cash Consideration received pursuant to
this clause (iii) that is at that time outstanding, not to exceed the greater of €30.0
million and 1.25% of Total Assets at the time of the receipt of such Designated
Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash
Consideration being measured at the time received and without giving effect to
subsequent changes in value),



shall be deemed to be Cash Equivalents for the purposes of this Section 4.06(a).




76









 







          (b) Within 12 months after the Issuer’s, Holdings I’s or any Restricted Subsidiary’s receipt
of the Net Proceeds of any Asset Sale, the Issuer, Holdings I or such Restricted Subsidiary may
apply 100% of the Net Proceeds from such Asset Sale, at its option:




     (i) to repay (1) Indebtedness constituting Senior Indebtedness and, in the case of
a Subordinated Guarantor, Senior Indebtedness or Senior Subordinated Indebtedness (and,
if the Indebtedness repaid is under a revolving credit facility, to correspondingly
reduce commitments with respect thereto), (2) Indebtedness of a Restricted Subsidiary
that is not the Issuer or a Subordinated Guarantor or (3) Pari Passu Indebtedness
(provided that if the Issuer, Holdings I or any Subordinated Guarantor shall so reduce
Obligations under Pari Passu Indebtedness, the Issuer will equally and ratably reduce
Obligations under the Securities through open-market purchases (provided that such
purchases are at or above 100% of the principal amount thereof) or by making an offer
(in accordance with the procedures set forth below for an Asset Sale Offer) to all
Holders to purchase at a purchase price equal to 100% of the principal amount thereof,
plus accrued and unpaid interest, if any, the pro rata principal amount of Securities),
in each case other than Indebtedness owed to Holdings or an Affiliate of Holdings;




     (ii) to make an investment in any one or more businesses (provided that if such
investment is in the form of the acquisition of Capital Stock of a Person, such
acquisition results in such Person becoming a Restricted Subsidiary if it is not
already a Restricted Subsidiary), assets, or property or capital expenditures
(including refurbishments), in each case used or useful in a Similar Business; or




     (iii) to make an investment in any one or more businesses (provided that if such
investment is in the form of the acquisition of Capital Stock of a Person, such
acquisition results in such Person becoming a Restricted Subsidiary), properties or
assets that replace the properties and assets that are the subject of such Asset Sale.


          In the case of Sections 4.06(b)(ii) and (iii), a binding commitment shall be treated as a
permitted application of the Net Proceeds from the date of such commitment; provided that in the
event such binding commitment is later canceled or terminated for any reason before such Net
Proceeds are so applied, the Issuer, Holdings I or such Restricted Subsidiary enters into another
binding commitment (a “Second Commitment”) within nine months of such cancellation or termination
of the prior binding commitment; provided, further that the Issuer, Holdings I or such Restricted
Subsidiary may only enter into a Second Commitment under the foregoing provision one time with
respect to each Asset Sale.


          Pending the final application of any such Net Proceeds, the Issuer, Holdings I or such
Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if
any, or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture. Any Net
Proceeds from any Asset Sale that are not applied as provided and within the time period set forth
in the immediately preceding paragraph (it being understood that any portion of such Net Proceeds
used to make an offer to purchase Securities, as described in clause (i) of this Section 4.06(b),
shall be deemed to have been invested whether or not such offer is accepted) will be deemed to
constitute “Excess Proceeds.” When the aggregate amount of Excess



77









 








Proceeds exceeds €20.0 million, the Issuer shall make an offer to all Holders of Securities (and,
at the option of the Issuer, to holders of any Pari Passu Indebtedness) (an “Asset Sale Offer”) to
purchase the maximum principal amount of Securities (and such Pari Passu Indebtedness), that is at
least €50,000 and an integral multiple of €1,000 that may be purchased out of the Excess Proceeds
at an offer price in cash in an amount equal to 100% of the principal amount thereof (or, in the
event such Pari Passu Indebtedness was issued with significant original issue discount, 100% of the
accreted value thereof), plus accrued and unpaid interest, if any (or, in respect of such Pari
Passu Indebtedness, such lesser price, if any, as may be provided for by the terms of such Pari
Passu Indebtedness), to the date fixed for the closing of such offer, in accordance with the
procedures set forth in this Indenture. The Issuer will commence an Asset Sale Offer with respect
to Excess Proceeds within ten (10) Business Days after the date that Excess Proceeds exceed €20.0
million by mailing (or otherwise delivering in accordance with applicable Euroclear and Clearstream
procedures) the notice required pursuant to the terms of this Indenture, with a copy to the
Trustee. To the extent that the aggregate amount of Securities (and such Pari Passu Indebtedness)
tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer, Holdings I
or such Restricted Subsidiary may use any remaining Excess Proceeds for general corporate purposes.
If the aggregate principal amount of Securities (and such Pari Passu Indebtedness) surrendered by
holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Securities to
be purchased in the manner described in Section 3.04. Upon completion of any such Asset Sale Offer,
the amount of Excess Proceeds shall be reset at zero. For the avoidance of doubt, an Asset Sale
Offer need not be made by the Issuer until the date that is 12 months after the date on which an
Asset Sale is made, the proceeds of which, in aggregate with all funds not applied in accordance
with this Section 4.06 or the subject of an Asset Sale Offer, exceed €20.0 million.



          (c) The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any
other securities laws and regulations to the extent such laws or regulations are applicable in
connection with the repurchase of the Securities pursuant to an Asset Sale Offer. To the extent
that the provisions of any securities laws or regulations conflict with the provisions of this
Indenture, the Issuer will comply with the applicable securities laws and regulations and shall not
be deemed to have breached its obligations described in this Indenture by virtue thereof.


          (d) If more Securities (and such Pari Passu Indebtedness) are tendered pursuant to an Asset
Sale Offer than the Issuer is required to purchase, selection of such Securities for purchase will
be made by the Trustee in compliance with the requirements of the Irish Stock Exchange or any other
principal national securities exchange, if any, on which the Securities are then admitted to
trading, and in compliance with the requirements of Euroclear or Clearstream, as applicable, or, if
the Securities are not so admitted to trading or such exchange prescribes no method of selection
and the Securities are not held through Euroclear or Clearstream, as applicable, or Euroclear or
Clearstream, as applicable, prescribes no method of selection, on a pro rata basis, to the extent
practicable; provided that no Securities of €50,000 or less shall be purchased in part. Selection
of such Pari Passu Indebtedness will be made pursuant to the terms of such Pari Passu Indebtedness.


          (e) An Asset Sale Offer insofar as it relates to the Securities, will remain open for a
period of not less than 20 Business Days following its commencement (the “Asset Sale Offer
Period”). No later than five Business Days after the termination of the Asset Sale Offer Period the



78









 








Issuer will purchase the principal amount of the Securities (and purchase or repay any
relevant Pari Passu Indebtedness required to be so purchased or repaid as set out above) validly
tendered.



          (f) To the extent that any portion of the Net Proceeds payable in respect of the Securities
is denominated in a currency other than the currency in which the relevant Securities are
denominated, the amount payable in respect of such Securities shall not exceed the net amount of
funds in the currency in which such Securities are denominated as is actually received by the
Issuer, Holdings I or such Restricted Subsidiary upon converting the relevant portion of the Net
Proceeds into such currency.


          (g) Notices of an Asset Sale Offer shall be mailed by first-class mail, postage prepaid or
otherwise delivered in accordance with applicable Euroclear and Clearstream procedures at least 30
but not more than 60 days before the purchase date to each Holder of Securities at such Holder’s
registered address. If any Security is to be purchased in part only, any notice of purchase that
relates to such Security shall state the portion of the principal amount thereof that has been or
is to be purchased.


          (h) The Issuer’s obligation under this Section 4.06 to make an Asset Sale Offer may be waived
or modified with the consent of a majority in principal amount of the outstanding Securities.


          (i) In the event that an Asset Sale occurs at a time when the Issuer is prohibited from
purchasing Securities, the Issuer could seek the consent of its lenders to purchase the Securities
or could attempt to refinance the borrowings that contain such prohibition. If the Issuer does not
obtain such a consent or repay such borrowings, the Issuer will remain prohibited from purchasing
Securities. In such case, the Issuer’s failure to purchase tendered Securities would constitute an
Event of Default under this Indenture that is likely, in turn, to constitute a default under the
Issuer’s other Indebtedness.


          SECTION 4.07. Transactions with Affiliates. (a) The Issuer and Holdings I will
not, and will not permit any Restricted Subsidiaries to, directly or indirectly, make any payment
to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or
purchase any property or assets from, or enter into or make or amend any transaction or series of
transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the
benefit of, any Affiliate of the Issuer (each of the foregoing, an “Affiliate Transaction”)
involving aggregate consideration in excess of €10.0 million, unless:




     (i) such Affiliate Transaction is on terms that are not materially less favorable
to the Issuer, Holdings I or the relevant Restricted Subsidiary than those that could
have been obtained in a comparable transaction by the Issuer, Holdings I or such
Restricted Subsidiary with an unrelated Person; and




     (ii) with respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of €20.0 million, the Issuer
or Holdings I delivers to the Trustee a resolution adopted in good faith by the
majority of the Board of Directors of the Issuer and Holdings I, as applicable,



79









 






approving such Affiliate Transaction and set forth in an Officers’ Certificate
certifying that such Affiliate Transaction complies with clause (i) above.




     (b) An Affiliate Transaction shall be deemed to have satisfied the approval
requirements set forth in clause (a) if (1) such Affiliate Transaction is approved by a
majority of the Disinterested Directors or (2) in the event there are no Disinterested
Directors, a fairness opinion is provided by an Independent Financial Advisor with respect
to such Affiliate Transaction.




     (c) The provisions of Section 4.07(a) shall not apply to the following:




     (i) transactions between or among the Issuer, Holdings I and/or any Restricted
Subsidiaries (or an entity that becomes a Restricted Subsidiary as a result of such
transaction) and/or between or among Restricted Subsidiaries or any Receivables
Subsidiary and any merger, consolidation or amalgamation of the Issuer, Holdings I and
any direct parent of the Issuer or Holdings I; provided that such parent shall have no
material liabilities and no material assets other than cash, Cash Equivalents and the
Capital Stock of the Issuer and Holdings I and such merger, consolidation or
amalgamation is otherwise in compliance with the terms of this Indenture and effected
for a bona fide business purpose;




     (ii) Restricted Payments permitted by Section 4.04 and Permitted Investments;




     (iii) (1) the entering into of any agreement (and any amendment or modification of
any such agreement) to pay, and the payment of, annual management, consulting,
monitoring and advisory fees to Rank in an aggregate amount in any fiscal year not to
exceed the greater of €3.0 million and 1.5% of EBITDA of the Issuer, Holdings I and the
Restricted Subsidiaries for the immediately preceding fiscal year, plus out-of-pocket
expense reimbursement;




     (iv) the payment of reasonable and customary fees and reimbursement of expenses
paid to, and indemnity provided on behalf of, officers, directors, employees or
consultants of the Issuer, Holdings I or any Restricted Subsidiary or any direct or
indirect parent of the Issuer or Holdings I;




     (v) payments by the Issuer, Holdings I or any Restricted Subsidiaries to Rank made
for any financial advisory, financing, underwriting or placement services or in respect
of other investment banking activities, including, without limitation, in connection
with the Transactions, acquisitions or divestitures, which payments are (1) made
pursuant to the agreements with Rank described in the Offering Circular under the
caption “Shareholders and Related Party Transactions” or (2) approved by a majority of
the Board of Directors of the Issuer or Holdings I in good faith;




     (vi) transactions in which the Issuer, Holdings I or any Restricted Subsidiaries,
as the case may be, delivers to the Trustee a letter from an Independent Financial
Advisor stating that such transaction is fair to the Issuer, Holdings I or such
Restricted Subsidiary from a financial point of view or meets the requirements of
clause (i) of Section 4.07(a);



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     (vii) payments or loans (or cancellation of loans) to directors, employees or
consultants which are approved by a majority of the Board of Directors of the Issuer or
Holdings I in good faith;




     (viii) any agreement as in effect as of the Issue Date or any amendment thereto
(so long as any such agreement together with all amendments thereto, taken as a whole,
is not more disadvantageous to the Holders of the Securities in any material respect
than the original agreement as in effect on the Issue Date) or any transaction
contemplated thereby as determined in good faith by senior management or the Board of
Directors of the Issuer or Holdings I;




     (ix) the existence of, or the performance by the Issuer, Holdings I or any
Restricted Subsidiaries of its obligations under the terms of, the Acquisition
Documents, the Credit Agreement Documents, the Intercreditor Agreement, any
shareholders agreement (including any registration rights agreement or purchase
agreement related thereto) to which it is a party as of the Issue Date or any other
agreement or arrangement in existence on the Issue Date or described in the Offering
Circular, and, in each case, any amendment thereto or similar transactions, agreements
or arrangements which it may enter into thereafter; provided, however, that the
existence of, or the performance by the Issuer, Holdings I or any Restricted
Subsidiaries of its obligations under, any future amendment to any such existing
transaction, agreement or arrangement or under any similar transaction, agreement or
arrangement entered into after the Issue Date shall only be permitted by this clause
(ix) to the extent that the terms of any such existing transaction, agreement or
arrangement together with all amendments thereto, taken as a whole, or new transaction,
agreement or arrangement are not otherwise more disadvantageous to the Holders of the
Securities in any material respect than the original transaction, agreement or
arrangement as in effect on the Issue Date;




     (x) the execution of the Transactions and the payment of all fees and expenses,
bonuses and awards related to the Transactions, including fees to Rank, that are
described in the Offering Circular or contemplated by the Acquisition Documents;




     (xi) (1) transactions with customers, clients, suppliers or purchasers or sellers
of goods or services, or transactions otherwise relating to the purchase or sale of
goods or services, in each case in the ordinary course of business and otherwise in
compliance with the terms of this Indenture, which are fair to the Issuer, Holdings I
and the Restricted Subsidiaries in the reasonable determination of the Board of
Directors or the senior management of the Issuer or Holdings I, or are on terms at
least as favorable as might reasonably have been obtained at such time from an
unaffiliated party or (2) transactions with joint ventures or Unrestricted Subsidiaries
entered into in the ordinary course of business;




     (xii) any transaction effected as part of a Qualified Receivables Financing or a
Financing Disposition;




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     (xiii) the issuance of Equity Interests (other than Disqualified Stock) of
the Issuer or Holdings I or Subordinated Shareholder Funding to any Person;




     (xiv) the issuance of securities or other payments, awards or grants in cash,
securities or otherwise pursuant to, or the funding or entering into of, employment
arrangements, stock option and stock ownership plans or similar employee benefit plans
approved by the Board of Directors of the Issuer or Holdings I or any direct or
indirect parent of the Issuer, Holdings I or of a Restricted Subsidiary, as
appropriate;




     (xv) the entering into of any tax sharing agreement or arrangement and any
payments permitted by Section 4.04(b)(12);




     (xvi) any contribution to the capital of the Issuer or Holdings I;




     (xvii) transactions permitted by, and complying with, Section 5.01;




     (xviii) transactions between the Issuer, Holdings I or any Restricted Subsidiaries
and any Person, a director of which is also a director of the Issuer, Holdings I or any
direct or indirect parent of the Issuer or Holdings I; provided, however, that such
director abstains from voting as a director of the Issuer, Holdings I or such direct or
indirect parent, as the case may be, on any matter involving such other Person;




     (xix) pledges of Equity Interests of Unrestricted Subsidiaries;




     (xx) the formation and maintenance of any consolidated group or subgroup for tax,
accounting or cash pooling or management purposes in the ordinary course of business;




     (xxi) any employment agreements entered into by the Issuer, Holdings I or any
Restricted Subsidiaries in the ordinary course of business; and




     (xxii) intercompany transactions undertaken in good faith (as certified by a
responsible financial or accounting officer of the Issuer or Holdings I in an Officers’
Certificate) for the purpose of improving the consolidated tax efficiency of the
Issuer, Holdings I and their respective Subsidiaries and not for the purpose of
circumventing any covenant set forth in this Indenture.



          SECTION 4.08. Change of Control. (a) Upon the occurrence of a Change of Control,
each Holder will have the right to require the Issuer to repurchase all or any part of such
Holder’s Securities at a purchase price in cash equal to 101% of the principal amount thereof, plus
accrued and unpaid interest, if any, to the date of repurchase (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant interest payment date)
except to the extent the Issuer has previously elected to redeem Securities in accordance with
Article III of this Indenture. In the event that at the time of such Change of Control the terms
of any Bank Indebtedness restrict or prohibit the repurchase of Securities pursuant to this Section
4.08, then prior to the mailing (or delivery) of the notice to Holders provided for in Section
4.08(c) but in any event within 45 days following any Change of Control, the Issuer shall: (i)



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repay in full all Bank Indebtedness or, if doing so will allow the purchase of Securities,
offer to repay in full all such Bank Indebtedness and repay the Bank Indebtedness of each lender
that has accepted such offer, or (ii) obtain the requisite consent under the agreements governing
such Bank Indebtedness to permit the repurchase of the Securities as provided for in Section
4.08(c).




          (b) The Issuer’s failure to comply with such provisions or the provisions of the
immediately following paragraph shall constitute an Event of Default described in Section 6.01(d)
and not 6.01(b).



          (c) Within 45 days following any Change of Control, except to the extent that the Issuer has
exercised its right to redeem the Securities in accordance with Article III of this Indenture, the
Issuer shall mail (or otherwise deliver in accordance with applicable Euroclear and Clearstream
procedures) a notice (a “Change of Control Offer”) to each Holder with a copy to the Trustee
stating:




     (i) that a Change of Control has occurred and that such Holder has the right to
require the Issuer to repurchase such Holder’s Securities at a repurchase price in cash
equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if
any, to the date of repurchase (subject to the right of Holders of record on a record
date to receive interest on the relevant interest payment date) (the “Change of Control
Payment”);




     (ii) the circumstances and relevant facts and financial information regarding such
Change of Control;




     (iii) the repurchase date (which shall be no earlier than 30 days nor later than
60 days from the date such notice is mailed or delivered) (the “Change of Control
Payment Date”);




     (iv) the instructions determined by the Issuer, consistent with this Section 4.08,
that a Holder must follow in order to have its Securities purchased; and




     (v) if applicable, and such notice is mailed prior to the occurrence of a Change
of Control, that such offer is conditioned on the occurrence of such Change of Control.



          (d) Holders electing to have a Security purchased shall be required to surrender the Security,
with an appropriate form duly completed, to the Issuer at the address specified in the notice at
least three Business Days prior to the purchase date. The Holders shall be entitled to withdraw
their election if the Trustee or the Issuer receives not later than one Business Day prior to the
purchase date a facsimile transmission or letter setting forth the name of the Holder, the
principal amount of the Security which was delivered for purchase by the Holder and a statement
that such Holder is withdrawing his election to have such Security purchased.



          (e) A Change of Control Offer may be made in advance of a Change of Control, and conditioned
upon such Change of Control, if a definitive agreement is in place for the Change of Control at the
time of making of the Change of Control Offer.



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          (f) Notwithstanding the foregoing provisions of this Section, the Issuer, will not be required
to make a Change of Control Offer upon a Change of Control if a third party makes the Change of
Control Offer in the manner, at the times and otherwise in compliance with the requirements set
forth in this Section 4.08 applicable to a Change of Control Offer made by the Issuer and purchases
all Securities validly tendered and not withdrawn under such Change of Control Offer.



          (g) On the Change of Control Payment Date, if the Change of Control shall have occurred, the
Issuer will, to the extent lawful:




     (i) accept for payment all Securities properly tendered pursuant to the Change of
Control Offer;




     (ii) deposit with the Paying Agent an amount equal to the Change of Control
Payment in respect of all Securities so tendered;




     (iii) deliver or cause to be delivered to the Trustee an Officers’ Certificate
stating the Securities or portions of the Securities being purchased by the Issuer in
the Change of Control Offer;




     (iv) in the case of Global Securities, deliver, or cause to be delivered, to the
Principal Paying Agent the Global Securities in order to reflect thereon the portion of
such Securities or portions thereof that have been tendered to and purchased by the
Issuer; and




     (v) in the case of Definitive Registered Securities, deliver, or cause to be
delivered, to the relevant Registrar for cancellation all Definitive Registered
Securities accepted for purchase by the Issuer.



          (h) The Paying Agent will promptly mail (or otherwise deliver in accordance with applicable
Euroclear and Clearstream procedures) to each Holder of Securities so tendered the Change of
Control Payment for such Securities, and the Trustee will promptly authenticate and mail (or cause
to be transferred by book entry) to each Holder of Securities a new Security equal in principal
amount to the unpurchased portion of the Securities surrendered, if any; provided that each such
new Security will be in a principal amount that is at least €50,000 and integral multiples of
€1,000 in excess thereof.



          (i) For so long as the Securities are listed on the Irish Stock Exchange and admitted to
trading on the Alternative Securities Market thereof and the guidelines of such exchange so
require, the Issuer will give notice with respect to the results of the Change of Control Offer to
the Companies Announcement Office in Dublin.



          (j) Securities repurchased by the Issuer or an Affiliate pursuant to a Change of Control Offer
will have the status of Securities issued but not outstanding or will be retired and canceled at
the option of the Issuer. Securities purchased by an unaffiliated third party pursuant to the
preceding paragraph will have the status of Securities issued and outstanding.



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          (k) The Issuer will comply, to the extent applicable, with the requirements of Section 14(e)
of the Exchange Act and any other securities laws or regulations in connection with the repurchase
of Securities pursuant to this Section 4.08. To the extent that the provisions of any securities
laws or regulations conflict with provisions of this Section 4.08, the Issuer will comply with the
applicable securities laws and regulations and will not be deemed to have breached its obligations
under this Section 4.08 by virtue thereof.



          (l) The Issuer’s obligation under this Section 4.08 to make an offer to repurchase the
Securities as a result of a Change of Control may be waived or modified with the written consent of
the Holders of a majority in principal amount of outstanding Securities.



          SECTION 4.09. Compliance Certificate. The Issuer shall deliver to the Trustee within
120 days after the end of each fiscal year of the Issuer, beginning with the fiscal year end on
December 31, 2007, and, within 14 days of a request by the Trustee, an Officers’ Certificate
stating that in the course of the performance by the signers of their duties as Officers of the
Issuer they would normally have knowledge of any Default and whether or not the signers know of any
Default that occurred during such period. If they do, the certificate shall describe the Default,
its status and what action the Issuer is taking or proposes to take with respect thereto.



          SECTION 4.10. Further Instruments and Acts. Upon request of the Trustee but without
affirmative duty to do so, the Issuer or Holdings I shall execute and deliver such further
instruments and do such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.



          SECTION 4.11. Future Subordinated Guarantors. (a) The Issuer and Holdings I will,
as soon as reasonably practicable after the completion of the Squeeze-Out and in any event prior to
February 5, 2008, cause each Restricted Subsidiary (unless such Subsidiary is the Issuer, a
Subordinated Guarantor or a Receivables Subsidiary) that (i) guarantees, assumes or in any other
manner becomes liable with respect to (A) any Indebtedness under the Credit Agreement or (B) any
Public Debt (including any proceeds loans or other intercompany loans in respect thereof) of the
Issuer, Holdings I or any Subordinated Guarantor, or (ii) during the period from the Issue Date to
April 5, 2008, incurred any Indebtedness or issued any Disqualified Stock or Preferred Stock
pursuant to Section 4.03(a) to execute and deliver to the Trustee a supplemental indenture pursuant
to which such Restricted Subsidiary will guarantee payment of the Securities.



          (b) Notwithstanding Section 4.11(a):




     (i) no Subordinated Guarantee shall be required as a result of any Indebtedness or
guarantee of Indebtedness that existed at the time such Person became a Restricted
Subsidiary if the Indebtedness or guarantee was not Incurred in connection with, or in
contemplation of, such Person becoming a Restricted Subsidiary;




     (ii) if such Indebtedness is by its terms expressly subordinated to the Securities
or any Subordinated Guarantee, any such assumption, guarantee or other liability of
such Restricted Subsidiary with respect to such Indebtedness shall be



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subordinated to
such Restricted Subsidiary’s Subordinated Guarantee at least to the
same extent as such Indebtedness is subordinated to the Securities or any other
senior guarantee;




     (iii) no Subordinated Guarantee shall be required as a result of any guarantee
given to a bank or trust company incorporated in any member state of the European Union
as of the date of this Indenture or any commercial banking institution that is a member
of the U.S. Federal Reserve System (or any branch, Subsidiary or Affiliate thereof) in
each case having combined capital and surplus and undivided profits of not less than
€500.0 million, whose debt has a rating, at the time such guarantee was given, of at
least A or the equivalent thereof by S&P and at least A2 or the equivalent thereof by
Moody’s, in connection with the operation of cash management programs established for
the Issuer’s and Holdings I’s benefit or that of any Restricted Subsidiary;




     (iv) no Subordinated Guarantee shall be required if such Subordinated Guarantee
could reasonably be expected to give rise to or result in (A) personal liability for,
or material risk of personal liability for, the officers, directors or shareholders of
the Issuer, Holdings I, any parent of the Issuer or Holdings I or any Restricted
Subsidiary, (B) any violation of, or material risk of violation of, applicable law that
cannot be avoided or otherwise prevented through measures reasonably available to the
Issuer, Holdings I or such Restricted Subsidiary, including, for the avoidance of
doubt, “whitewash” or similar procedures or (C) any significant cost, expense,
liability or obligation (including with respect of any Taxes) other than reasonable
out-of-pocket expenses and other than reasonable expenses Incurred in connection with
any governmental or regulatory filings required as a result of, or any measures
pursuant to clause (B) undertaken in connection with, such Subordinated Guarantee,
which cannot be avoided through measures reasonably available to the Issuer, Holdings I
or the Restricted Subsidiary; and




     (v) each such Subordinated Guarantee will be limited as necessary to recognize
certain defenses generally available to guarantors (including those that relate to
fraudulent conveyance or transfer, voidable preference, financial assistance, corporate
purpose, capital maintenance or similar laws, regulations or defenses affecting the
rights of creditors generally) or other considerations under applicable law.



          (c) The Subordinated Guarantees shall be released in accordance with the provisions of
Section 10.06.



          SECTION 4.12. Liens. (a) The Issuer and Holdings I will not, and will not permit
any Restricted Subsidiaries to, directly or indirectly, create, Incur or suffer to exist any Lien
on any asset or property of the Issuer, Holdings I or such Restricted Subsidiary (including Capital
Stock or Indebtedness of a Restricted Subsidiary), whether owned on the Issue Date or acquired
thereafter, or any interest therein or any income, profits or proceeds therefrom securing any
Indebtedness (an “Initial Lien”), except (a) in the case of any property or asset that does not
constitute Collateral, Permitted Liens; provided that any Lien on such



86









 




property or assets will be
permitted notwithstanding that it is not a Permitted Lien if the Securities and Subordinated
Guarantees are equally and ratably secured with (or on a senior basis to, in the case of
obligations subordinated in right of payment to the Securities or the Subordinated Guarantees) the
obligations so secured until such time as such obligations are no longer secured by a Lien; and (b)
in the case of any asset that constitutes Collateral, Permitted Collateral Liens; provided that no
such Permitted Collateral Lien will be granted on assets or property unless such assets or property
also secure the Securities or Subordinated Guarantees.




          (b) Any Lien created for the benefit of the Holders pursuant to this Section 4.12 will
provide by its terms that such Lien shall be automatically and unconditionally released and
discharged (a) upon the release and discharge of the Initial Lien, (b) upon the sale or other
disposition of the assets subject to such Initial Lien (or the sale or other disposition of the
Person that owns such assets) in compliance with the terms of this Indenture and the Intercreditor
Agreement, (c) upon the designation of a Restricted Subsidiary whose property or assets secure such
Initial Lien as an Unrestricted Subsidiary in accordance with the terms of this Indenture, (d)
following an Event of Default under this Indenture or an event of default under any other
Indebtedness secured by the Collateral pursuant to an Enforcement Action if required in accordance
with the terms of the Intercreditor Agreement or Additional Intercreditor Agreement or (e) upon the
effectiveness of any defeasance or satisfaction and discharge of the Securities as specified in
Article VIII of this Indenture.



          SECTION 4.13. Limitation on Other Activities. (a) Notwithstanding anything in
this Indenture to the contrary, the Issuer will not engage in any business activity or undertake
any activity, except any activity (1) relating to the offering, sale or issuance of the Securities,
any Additional Securities, the Senior Securities and other Public Debt issued by the Issuer, the
incurrence of Indebtedness represented by the Securities, the Additional Securities, the Senior
Securities and other Public Debt issued by the Issuer, lending or otherwise advancing the proceeds
thereof to Holdings I pursuant to a Proceeds Loan or substantially similar loan, and any other
activities in connection therewith, (2) undertaken with the purpose of fulfilling any other
obligations under or in relation to the Securities, the Additional Securities, this Indenture, the
Senior Securities, the indenture governing the Senior Securities, other Public Debt of the Issuer
or the Security Documents (including, without limitation, payment of, or reallocation or recharging
of fees, costs and expenses Incurred in relation to any of the foregoing) or (3) related to the
establishment and maintenance of the Issuer’s corporate existence (including, without limitation,
reporting and compliance obligations).



          (b) The Issuer will not (1) Incur any Indebtedness other than the Indebtedness represented by
the Securities and the Senior Securities and, subject to compliance with Section 4.03, Additional
Securities and other Public Debt, (2) issue any Capital Stock other than ordinary shares or
Preferred Stock to a Person of which the Issuer is a Wholly Owned Subsidiary or (3) make any
Restricted Payment or any Investment other than Investments pursuant to one or more loans of the
proceeds of permitted Indebtedness or issuances of Capital Stock.



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          (c) The Issuer will not create, Incur, assume or suffer to exist any Lien over any of its
property or assets, or any proceeds therefrom including, without limitation, any Proceeds Loan,
except for (1) Liens to secure the Securities and any other Permitted Collateral Liens and (2)
Liens on loans of proceeds that secure Public Debt.



          (d) The Issuer will at all times remain a Wholly Owned Subsidiary of Holdings.



          (e) The Issuer will not transfer, sell or otherwise dispose of or encumber the Senior
Subordinated Notes Proceeds Loan (other than pursuant to a Permitted Collateral Lien or as
otherwise permitted pursuant to this Indenture) or enter into any agreement that would have the
same effect.



          (f) The Issuer will not directly or indirectly merge, consolidate, amalgamate or otherwise
combine with or into another Person or sell convey, transfer, lease or otherwise dispose of any
material property or assets to any Person other than in a transaction with an Affiliate solely for
the purpose of reincorporating the Issuer in another jurisdiction where to do so (A) is required to
avoid the payment of Additional Amounts and (B) would not materially and adversely affect
(including by recommencing preference or hardening periods that are not also applicable to any
other Lien over such Collateral) the security created by the Security Documents (any such
conclusion to be set out in an Opinion of Counsel reasonably acceptable to the Trustee).



          (g) For so long as any Securities are outstanding, neither Holdings nor any Restricted
Subsidiary will (1) commence or take any action to facilitate a winding-up, liquidation or other
analogous proceeding in respect of the Issuer (other than as permitted in the preceding paragraph)
or (2) create, Incur, assume or suffer to exist any Lien over the Capital Stock of the Issuer,
except for Liens to secure the Securities and any other Permitted Collateral Liens.



          SECTION 4.14. Maintenance of Office or Agency. (a) The Issuer shall maintain one
or more offices or agencies (which may be an office of the Trustee or an affiliate of the Trustee
or Registrar and if, and for so long as, the Securities are listed on the Irish Stock Exchange and
admitted to trading on the Alternative Securities Market thereof and its guidelines so require,
shall include an office or agency in Dublin, Ireland) where Securities may be surrendered for
registration of transfer or for exchange and where notices and demands to or upon the Issuer in
respect of the Securities and this Indenture may be served. The Issuer shall give prompt written
notice to the Trustee and the Principal Paying Agent of the location, and any change in the
location, of such office or agency. If at any time the Issuer shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee and the Principal Paying Agent with
the address thereof, such presentations, surrenders, notices and demands may be made or served at
the corporate trust office of the Trustee as set forth in Section 13.02.



          (b) The Issuer may also from time to time designate one or more other offices or agencies
where the Securities may be presented or surrendered for any or all such purposes and may from time
to time rescind such designations; provided, however, that no such designation or rescission shall
in any manner relieve the Issuer of its obligation to maintain an office or agency for such
purposes. The Issuer shall give prompt written notice to the Trustee and the Principal Paying
Agent of any such designation or rescission and of any change in the location of any such other
office or agency.



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          (c) The Issuer hereby designates the corporate trust office of the Trustee or its Agent as
such office or agency of the Issuer in accordance with Section 2.04.



          SECTION 4.15. Withholding Taxes. (a) All payments made by the Issuer, any
Subordinated Guarantor or a successor of any of the foregoing (each, a “Payor”) on the Securities
or the Subordinated Guarantees will be made free and clear of and without withholding or deduction
for, or on account of, any Taxes unless the withholding or deduction of such Taxes is then required
by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on
behalf of:




     (i) New Zealand, Switzerland, Luxembourg or, in each case, any political
subdivision or governmental authority thereof or therein having power to tax;




     (ii) any jurisdiction from or through which payment on the Securities or any
Subordinated Guarantee is made, or any political subdivision or governmental authority
thereof or therein having the power to tax; or




     (iii) any other jurisdiction in which the Payor is organized or otherwise
considered to be a resident for tax purposes, or any political subdivision or
governmental authority thereof or therein having the power to tax,



          (each of clause (i), (ii) and (iii), a “Relevant Taxing Jurisdiction”), will at any time be
required from any payments made with respect to the Securities or the Subordinated Guarantees,
including payments of principal, redemption price, interest or premium, if any, the Payor will pay
(together with such payments) such additional amounts (the “Additional Amounts”) as may be
necessary in order that the net amounts received in respect of such payments by the Holders or the
Trustee, as the case may be, after such withholding or deduction (including any such deduction or
withholding from such Additional Amounts), will not be less than the amounts that would have been
received in respect of such payments on the Securities or the Subordinated Guarantees in the
absence of such withholding or deduction; provided, however, that no such Additional Amounts will
be payable for or on account of:




     (1) any Taxes that would not have been so imposed but for the existence of any present
or former connection between the relevant Holder (or between a fiduciary, settlor,
beneficiary, member or shareholder of, or possessor of power over the relevant Holder, if
the relevant Holder is an estate, nominee, trust, partnership, limited liability company or
corporation) and the Relevant Taxing Jurisdiction (including being a citizen or resident or
national of, or carrying on a business or maintaining a permanent establishment in, or being
physically present in, the Relevant Taxing Jurisdiction) but excluding, in each case, any
connection arising solely from the acquisition, ownership or holding of such Security or the
receipt of any payment in respect thereof;




     (2) any Taxes that would not have been so imposed if the Holder of the Security had
made a declaration of nonresidence or any other claim or filing for exemption to which it is
entitled (provided that (x) such declaration of nonresidence or other claim or filing for
exemption is required by the applicable law of the Relevant Taxing Jurisdiction as a
precondition to exemption from the requirement to deduct or withhold all or a part of



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any such Taxes and (y) at least 30 days prior to the first payment date with respect to which
such declaration of nonresidence or other claim or filing for exemption is required under
the applicable law of the Relevant Taxing Jurisdiction with respect to such payment, the relevant Holder at that time has been notified in writing by the Payor or any
other person through whom payment may be made that a declaration of nonresidence or other
claim or filing for exemption is required to be made);




     (3) any Taxes that are payable otherwise than by withholding from a payment of the
principal of, premium, if any, or interest on the Securities or under any Subordinated
Guarantee;




     (4) any estate, inheritance, gift, sales, excise, transfer, personal property or
similar tax, assessment or other governmental charge;




     (5) any Taxes that are required to be deducted or withheld on a payment to an
individual pursuant to the Directive or any law implementing, or introduced in order to
conform to, the Directive;




     (6) except in the case of the liquidation, dissolution or winding-up of the Payor, any
Taxes imposed in connection with a Security presented for payment by or on behalf of a
Holder or beneficial owner who would have been able to avoid such Tax by presenting the
relevant Security to, or otherwise accepting payment from, another paying agent in a member
state of the European Union; or




     (7) any combination of the above.



               Such Additional Amounts will also not be payable (x) if the payment could have been made
without such deduction or withholding if the beneficiary of the payment had presented the Security
for payment (where presentation is required) within 30 days after the relevant payment was first
made available for payment to the Holder or (y) where, had the beneficial owner of the Security
been the Holder of the Security, such beneficial owner would not have been entitled to payment of
Additional Amounts by reason of any of clauses (1) to (7) inclusive above.



          (b) The Payor will (i) make any required withholding or deduction and (ii) remit the full
amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law.
The Payor will use all reasonable efforts to obtain certified copies of tax receipts evidencing the
payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such
Taxes and will provide such certified copies to the Trustee. Such copies will be made available to
the Holders upon request and shall be made available at the offices of the Paying Agent in Dublin
if the Securities are then listed on the Irish Stock Exchange and admitted to trading on the
Alternative Securities Market thereof. The Payor will attach to each certified copy a certificate
stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in
connection with payments in respect of the principal amount of Securities then outstanding and (y)
the amount of such withholding Taxes paid per €1,000 principal amount of the Securities.



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          (c) If any Payor will be obligated to pay Additional Amounts under or with respect to any
payment made on the Securities, at least 30 days prior to the date of such payment, the Payor will
deliver to the Trustee an Officers’ Certificate stating the fact that Additional Amounts will be
payable and the amount so payable and such other information necessary to enable the
Paying Agent to pay Additional Amounts to Holders on the relevant payment date (unless such
obligation to pay Additional Amounts arises less than 45 days prior to the relevant payment date,
in which case the Payor shall deliver such Officers’ Certificate as promptly as practicable after
the date that is 30 days prior to the payment date).



          (d) Wherever in this Indenture, the Securities or any Subordinated Guarantee are mentioned,
in any context: (i) the payment of principal, (ii) redemption prices or purchase prices in
connection with a redemption or purchase of Securities, (iii) interest, or (iv) any other amount
payable on or with respect to any of the Securities or any Subordinated Guarantee, such reference
shall be deemed to include payment of Additional Amounts as described under this Section 4.15 to
the extent that, in such context, Additional Amounts are, were or would be payable in respect
thereof.



          (e) The Payor will pay any present or future stamp, court or documentary taxes, or any other
excise, property or similar taxes, charges or levies that arise in any jurisdiction from the
execution, delivery, registration or enforcement of any Securities, this Indenture, or any other
document or instrument in relation thereto (other than a transfer of the Securities) excluding any
such taxes, charges or similar levies imposed by any jurisdiction that is not a Relevant Taxing
Jurisdiction, and the Payor agrees to indemnify the Holders for any such taxes paid by such
Holders. The foregoing obligations will survive any termination, defeasance or discharge of this
Indenture and will apply mutatis mutandis to any jurisdiction in which any successor to a Payor or
any Subordinated Guarantor is organized or otherwise considered to be a resident for tax purposes
or any political subdivision or taxing authority or agency thereof or therein.



          SECTION 4.16. [Reserved].



          SECTION 4.17. Impairment of Security Interest. (a) Subject to Section 4.17(b), the
Issuer and Holdings I shall not, and shall not permit any Restricted Subsidiaries to, take or
knowingly or negligently omit to take, any action which action or omission might reasonably or
would (in the good faith determination of the Issuer) have the result of materially impairing the
Security Interest with respect to the Collateral for the benefit of the Trustee and the holders of
the Securities (including materially impairing the priority thereof) (it being understood that any
release under Section 12.06 and the incurrence of Permitted Collateral Liens shall not be deemed to
so materially impair the Security Interest with respect to the Collateral), and the Issuer and
Holdings I shall not, and shall not permit any Restricted Subsidiaries to, grant to any Person
other than the Security Agent, for the benefit of the Trustee and the Holders of the Securities and
the other beneficiaries described in the Security Documents, any interest whatsoever in any of the
Collateral, provided the Issuer and Holdings may Incur Permitted Collateral Liens.



          (b) At the direction of the Issuer and without the consent of the Holders, the Trustee and
the Security Agent shall from time to time enter into one or more amendments to the



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Security
Documents to: (i) cure any ambiguity, omission, defect or inconsistency therein, (ii) provide for
Permitted Collateral Liens, (iii) add to the Collateral or (iv) make any other change thereto that
does not adversely affect the Holders in any material respect; provided, however, that, in the case
of clauses (ii) and (iii), no Security Document may be amended, extended, renewed, restated,
supplemented or otherwise modified or replaced, unless contemporaneously with such
amendment, extension, renewal, restatement, supplement, modification or renewal, the Issuer
delivers to the Trustee, either:





     (i) a solvency opinion, in form and substance satisfactory to the Trustee, from an
Independent Financial Advisor satisfactory to the Trustee confirming the solvency of
the Issuer, Holdings I and their respective Subsidiaries, taken as a whole, after
giving effect to any transactions related to such amendment, extension, renewal,
restatement, supplement, modification or replacement; or




     (ii) an Opinion of Counsel, in form and substance satisfactory to the Trustee
confirming that, after giving effect to any transactions related to such amendment,
extension, renewal, restatement, supplement, modification or replacement, the Lien or
Liens securing the Securities created under the Security Documents so amended,
extended, renewed, restated, supplemented, modified or replaced remain valid and
perfected Liens, that such Lien or Liens were not otherwise subject to immediately
prior to such amendment, extension, renewal, restatement, supplement, modification or
replacement.



          SECTION 4.18. Admission to Trading. The Issuer will use its commercially reasonable
efforts to obtain and maintain the listing of the Securities on the Irish Stock Exchange and
admission to trading on the Alternative Securities Market thereof; provided, however, that if the
Issuer is unable to obtain listing of the Securities on the Irish Stock Exchange having used
commercially reasonable efforts to do so or if maintenance of such admission to trading becomes
unduly onerous, it will use its commercially reasonable efforts to obtain and maintain an admission
to trading of such Securities on another comparable Western European exchange.



          SECTION 4.19. Suspension/Fall-Away of Covenants on Achievement of Investment Grade
Status. (a) If, on any date following the Issue Date, (i) the Securities have Investment
Grade Ratings from both Rating Agencies, and the Issuer has delivered written notice of such
Investment Grade Ratings to the Trustee, and (ii) no Default has occurred and is continuing under
this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being
collectively referred to as a “Covenant Suspension Event”) then, beginning on that day and
continuing at all times thereafter regardless of any subsequent changes in the rating of the
Securities, the Issuer, Holdings I and the Restricted Subsidiaries will not be subject to Sections
4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.11 and Section 5.01(a)(iv) of this Indenture (the “Suspended
Covenants”).



          (b) In the event that the Issuer, Holdings I and the Restricted Subsidiaries are not subject
to the Suspended Covenants under this Indenture for any period of time as a result of the
foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies



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(1) withdraw their Investment Grade Rating or downgrade the rating assigned to the Securities below an
Investment Grade Rating and/or (2) the Issuer, Holdings I or any of their Affiliates enters into an
agreement to effect a transaction that would result in a breach of a Suspended Covenant if not so
suspended and one or more of the Rating Agencies indicate that if consummated, such transaction
(alone or together with any related recapitalization or refinancing transactions) would cause such
Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the
Securities below an Investment Grade Rating, then the
Issuer, Holdings I and the Restricted Subsidiaries will thereafter again be subject to the
Suspended Covenants under this Indenture. Such covenants will not, however, be of any effect with
regard to the actions of the Issuer, Holdings I and the Restricted Subsidiaries properly taken
during the continuance of the covenant suspension and Section 4.04 shall be interpreted as if it
had been in effect since the date of this Indenture except that no Default or Event of Default will
be deemed to have occurred and will not occur solely by reason of a Restricted Payment made during
the covenant suspension.




          (c) During the continuance of the covenant suspension, no Restricted Subsidiary may be
designated as an Unrestricted Subsidiary.



          SECTION 4.20. Intercreditor Agreements. (a) At the request of the Issuer, in
connection with the Incurrence by the Issuer, Holdings I or the Restricted Subsidiaries of any
Indebtedness for borrowed money permitted pursuant to Section 4.03 constituting First Priority Lien
Obligations, Senior Indebtedness, Pari Passu Indebtedness, Senior Subordinated Indebtedness or
Subordinated Indebtedness of the Issuer, Holdings I or any Subordinated Guarantor, the Issuer,
Holdings I, the relevant Restricted Subsidiaries and the Trustee shall enter into with the holder
of such Indebtedness (or their duly authorized Representatives) an intercreditor agreement (an
“Additional Intercreditor Agreement”) on substantially the same terms as the Intercreditor
Agreement (or terms not materially less favorable to the Holders of the Securities) including
containing substantially the same terms with respect to the limitation on enforcement and priority
of Subordinated Guarantees; provided, that such Additional Intercreditor Agreement will not impose
any personal obligations on the Trustee or, in the opinion of the Trustee, adversely affect the
rights, duties, liabilities or immunities of the Trustee under this Indenture or the Intercreditor
Agreement.



          (b) At the direction of the Issuer and without the consent of the Holders of the Securities,
the Trustee shall from time to time enter into one or more amendments to the Intercreditor
Agreement or any Additional Intercreditor Agreement to: (1) cure any ambiguity, omission, mistake,
defect or inconsistency of any such agreement, (2) increase the amount or types of Indebtedness
covered by any such agreement that may be Incurred by the Issuer, Holdings I or a Restricted
Subsidiary (including with respect to any Intercreditor Agreement or Additional Intercreditor
Agreement the addition of provisions relating to new Indebtedness ranking junior in right of
payment to the Securities), (3) add parties to the Intercreditor Agreement or an Additional
Intercreditor Agreement, including Subordinated Guarantors, or successors, including successor
trustees or other Representatives, (4) secure the Securities (including Additional Securities or
any Subordinated Indebtedness, to the extent permitted hereunder), (5) make provision for equal and
ratable pledges of any collateral to secure the Securities or any Additional Securities or (6) make
any other change to any such agreement that does not adversely affect the Holders in any material
respect. The Issuer shall not otherwise direct the Trustee to



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enter into any amendment to any
Intercreditor Agreement without the consent of the Holders representing a majority in aggregate
principal amount of the Securities then outstanding, except as otherwise permitted under Article IX
and the Issuer may only direct the Trustee to enter into any amendment to the extent such amendment
does not impose any personal obligations on the Trustee or, in the opinion of the Trustee,
adversely affect the rights, duties, liabilities or immunities of the Trustee under this Indenture
or any Intercreditor Agreement.




          (c) Each Holder, by accepting a Security, shall be deemed to have agreed to and accepted the
terms and conditions of any Intercreditor Agreement (whether then entered into or entered into in
the future pursuant to the provisions described herein) and the performance by the Trustee of its
obligations and the exercise of its rights thereunder and in connection therewith. A copy of the
Intercreditor Agreement shall be made available for inspection during normal business hours on any
Business Day upon prior written request at the offices of the Trustee and, for so long as any
Securities are listed on the Irish Stock Exchange and admitted to trading on the Alternative
Securities Market thereof, at the offices of the Paying Agent in Dublin.



ARTICLE V




Successor Company



          SECTION 5.01. When Issuer or Holdings I May Merge or Transfer Assets. (a) Each of
the Issuer and Holdings I may not, directly or indirectly, consolidate, amalgamate or merge with or
into or wind up or convert into (whether or not the Issuer or Holdings I, as applicable, is the
surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or
Substantially All of its properties or assets in one or more related transactions, to any Person
unless:




     (i) the Issuer or Holdings I, as applicable, is the surviving person or the Person
formed by or surviving any such consolidation, amalgamation, merger, winding up or
conversion (if other than the Issuer or Holdings I, as applicable) or to which such
sale, assignment, transfer, lease, conveyance or other disposition will have been made
is a corporation, partnership or limited liability company organized or existing under
the laws of any member state of the European Union on January 1, 2004, the United
States, the District of Columbia, or any state or territory thereof, or New Zealand
(the Issuer or Holdings I, as applicable, or such Person, as the case may be, being
herein called the “Successor Company”); provided that in the case where the surviving
Person is not a corporation, a co-obligor of the Securities is a corporation;




     (ii) the Successor Company (if other than the Issuer or Holdings I, as applicable)
expressly assumes all the obligations of the Issuer or Holdings I, as applicable, under
its Subordinated Guarantee (if applicable), this Indenture, the Senior Subordinated
Notes Proceeds Loan (if applicable) and the Security Documents pursuant to supplemental
indentures or other documents or instruments in form and substance satisfactory to the
Trustee;



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     (iii) immediately after giving effect to such transaction (and treating any
Indebtedness which becomes an obligation of the Successor Company or any of its
Restricted Subsidiaries as a result of such transaction as having been Incurred by the
Successor Company or such Restricted Subsidiary at the time of such transaction), no
Default shall have occurred and be continuing;




     (iv) immediately after giving pro forma effect to such transaction, as if such
transaction had occurred at the beginning of the applicable four-quarter period (and
treating any Indebtedness which becomes an obligation of the Successor Company or
any of its Restricted Subsidiaries as a result of such transaction as having been
Incurred by the Successor Company or such Restricted Subsidiary at the time of such
transaction), either:




     (1) the Successor Company would be permitted to Incur at least €1.00 of
additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set
forth in Section 4.03(a); or




     (2) the Fixed Charge Coverage Ratio for the Successor Company and its
Restricted Subsidiaries would be greater than such ratio for the Issuer,
Holdings I and the Restricted Subsidiaries immediately prior to such
transaction;




     (v) if the Successor Company is not the Issuer or Holdings I, as applicable, the
Issuer and each Subordinated Guarantor, unless it is the other party to the
transactions described above, shall have by supplemental indenture confirmed that its
obligations under this Indenture, the Securities and the Subordinated Guarantee, as
applicable, shall apply to such Person’s obligations under this Indenture, the
Securities, the Security Documents and the Intercreditor Agreement; and




     (vi) the Issuer shall have delivered to the Trustee an Officers’ Certificate and
an Opinion of Counsel, each stating that such consolidation, merger, amalgamation or
transfer and such supplemental indentures (if any) comply with this Indenture, provided
that in giving such opinion, such counsel may rely on an Officers’ Certificate as to
compliance with the foregoing clauses (iii) and (iv) and as to any matters of fact.



          The Successor Company (if other than the Issuer or Holdings I, as applicable) will succeed to,
and be substituted for, the Issuer or Holdings I, as applicable, under the Subordinated Guarantee
(if applicable), this Indenture and the Security Documents, and in such event the Issuer or
Holdings I, as applicable, will automatically be released and discharged from its obligations under
the Subordinated Guarantee, this Indenture and the Security Documents. Notwithstanding the
foregoing clauses (iii) and (iv) of this Section 5.01, (1) any Restricted Subsidiary may merge,
consolidate or amalgamate with or transfer all or part of its properties and assets to the Issuer,
Holdings I or to another Restricted Subsidiary, and (2) the Issuer or Holdings I may merge,
consolidate or amalgamate with an Affiliate incorporated solely for the purpose of reincorporating
the Issuer or Holdings I in another member state of the European Union on January 1, 2004, the
United States, the District of Columbia, or any state or territory thereof, or



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New Zealand or may
convert into a limited liability company, so long as the amount of Indebtedness of the Issuer,
Holdings I and the Restricted Subsidiaries is not increased thereby. This Article V will not apply
to a sale, assignment, transfer, conveyance or other disposition of assets between or among the
Issuer, Holdings I and the Restricted Subsidiaries.




          (b) Subject to the provisions of Section 10.06 (which govern the release of a Subordinated
Guarantee upon the sale or disposition of a Restricted Subsidiary that is a Subordinated
Guarantor), no Subordinated Guarantor (other than Holdings) will, and the Issuer
and Holdings I will not permit any Subordinated Guarantor (other than Holdings) to,
consolidate, amalgamate or merge with or into or wind up into (whether or not such Subordinated
Guarantor is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose
of all or Substantially All of its properties or assets in one or more related transactions to, any
Person unless:




     (i) either (A) such Subordinated Guarantor is the surviving Person or the Person
formed by or surviving any such consolidation, amalgamation or merger (if other than
such Subordinated Guarantor) or to which such sale, assignment, transfer, lease,
conveyance or other disposition will have been made is a corporation, partnership or
limited liability company organized or existing under the laws of any member state of
the European Union on January 1, 2004, the United States, the District of Columbia, or
any state or territory thereof or New Zealand (such Subordinated Guarantor or such
Person, as the case may be, being herein called the “Successor Subordinated Guarantor”)
and the Successor Subordinated Guarantor (if other than such Subordinated Guarantor)
expressly assumes all the obligations of such Subordinated Guarantor under this
Indenture, the Security Documents, the Intercreditor Agreement and such Subordinated
Guarantor’s Subordinated Guarantee pursuant to a supplemental indenture or other
documents or instruments in form satisfactory to the Trustee, or (B) if such sale or
disposition or consolidation, amalgamation or merger is with a Person other than the
Issuer, Holdings I or any Restricted Subsidiary, such sale or disposition or
consolidation, amalgamation or merger is not in violation of Section 4.06; and




     (ii) the Successor Subordinated Guarantor (if other than such Subordinated
Guarantor) shall have delivered or caused to be delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that such consolidation,
amalgamation, merger or transfer and such supplemental indenture (if any) comply with
this Indenture.



          Except as otherwise provided in this Indenture, in a transaction to which Section
5.01(b)(i)(A) applies, the Successor Subordinated Guarantor (if other than such Subordinated
Guarantor) will succeed to, and be substituted for, such Subordinated Guarantor under this
Indenture and such Subordinated Guarantor’s Subordinated Guarantee, and such Subordinated Guarantor
will automatically be released and discharged from its obligations under this Indenture and such
Subordinated Guarantor’s Subordinated Guarantee. Notwithstanding the foregoing, (1) a Subordinated
Guarantor may merge, amalgamate or consolidate with an Affiliate incorporated solely for the
purpose of reincorporating such Subordinated Guarantor in another member state of the European
Union on January 1, 2004, the United States, the District of




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Columbia, or any state or territory thereof, so long as the amount of Indebtedness of the
Subordinated Guarantor is not increased thereby, and (2) a Subordinated Guarantor may merge,
amalgamate or consolidate with another Subordinated Guarantor or the Issuer or Holdings I.




          In addition, notwithstanding the foregoing, any Subordinated Guarantor may consolidate,
amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or
otherwise dispose of all or Substantially All of its properties or assets (collectively, a
“Transfer”) to (x) the Issuer, Holdings I or any Subordinated Guarantor or (y) any Restricted
Subsidiary that is not a Subordinated Guarantor; provided that at the time of each such Transfer
pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not
exceed 5.0% of the consolidated assets of the Issuer, Holdings I and the Subordinated Guarantors as
shown on the most recent available combined consolidated balance sheet of the Issuer, Holdings I
and the Restricted Subsidiaries after giving effect to each such Transfer and including all
Transfers occurring from and after the Issue Date (excluding Transfers in connection with the
Transactions described in the Offering Circular).



ARTICLE VI




Defaults and Remedies



          SECTION 6.01. Events of Default. An “Event of Default” occurs if:




     (a) there is a default in any payment of interest on any Security when the same becomes
due and payable, and such default continues for a period of 30 days whether or not such
payment shall be prohibited by the subordination provisions of this Indenture;




     (b) there is a default in the payment of principal or premium, if any, of any Security
when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon
declaration or otherwise whether or not such payment shall be prohibited by the
subordination provisions of this Indenture;




     (c) the Issuer, Holdings I or any of the Restricted Subsidiaries fails to comply with
its obligations under Section 5.01;




     (d) the Issuer, Holdings I or any of the Restricted Subsidiaries fails to comply with
any of its agreements in the Securities or this Indenture (other than those referred to in
clause (a), (b) or (c) above) and such failure continues for 60 days after the notice
specified below;




     (e) the Issuer, Holdings I or any Significant Subsidiary fails to pay any Indebtedness
(other than Indebtedness owing to the Issuer, Holdings I or a Restricted Subsidiary) within
any applicable grace period after final maturity or the acceleration of any such
Indebtedness by the holders thereof because of a default, in each case, if the total amount
of such Indebtedness unpaid or accelerated exceeds €20.0 million or its foreign currency
equivalent;



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     (f) the Issuer, Holdings I or a Significant Subsidiary pursuant to or within the
meaning of any Bankruptcy Law (except for the purposes of a solvent reconstruction or
amalgamation):




     (i) commences a voluntary case;




     (ii) consents to the entry of an order for relief against it in an involuntary
case;




     (iii) consents to the appointment of a Custodian of it or for any substantial part
of its property; or




     (iv) takes any comparable action to that to (i), (ii) or (iii) under any foreign
laws relating to insolvency;




     (g) a court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that:




     (i) is for relief against the Issuer, Holdings I or any Significant Subsidiary in
an involuntary case;




     (ii) appoints a Custodian of the Issuer, Holdings I or any Significant Subsidiary
or for any substantial part of its property; or




     (iii) orders the winding up or liquidation of the Issuer, Holdings I or any
Significant Subsidiary;




and the order or decree remains unstayed and in effect for 60 days;




     (h) the Issuer, Holdings I or any Significant Subsidiary fails to pay final judgments
aggregating in excess of €20.0 million or its foreign currency equivalent (net of any
amounts which are covered by enforceable insurance policies issued by solvent carriers),
which judgments are not discharged, waived or stayed for a period of 60 days following the
entry thereof;




     (i) any Subordinated Guarantee of the Issuer, Holdings I or a Significant Subsidiary
(or any Subordinated Guarantee of one or more Subordinated Guarantors that collectively
would represent a Significant Subsidiary) ceases to be in full force and effect (except as
contemplated by the terms thereof or the terms of this Indenture or the Intercreditor
Agreement) or the Issuer, Holdings I or any Subordinated Guarantor that qualifies as a
Significant Subsidiary (or one or more Subordinated Guarantors that collectively would
represent a Significant Subsidiary) denies or disaffirms its obligations under this
Indenture or any Subordinated Guarantee and such Default continues for 20 days; or




     (j) the Security Interest created under any Security Document shall, at any time, cease
to be in full force and effect (other than as permitted as described under Section 12.06)
and constitute a valid and perfected lien with the priority required by this Indenture for
any reason other than the satisfaction in full of all obligations under this



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Indenture and discharge of this Indenture or in accordance with the terms of the
Intercreditor Agreement or any Additional Intercreditor Agreement or any Security Interest
created under any Security Document shall be invalid or unenforceable (other than any such
failure to be in full force and effect and constitute a valid and perfected lien with the
priority required by this Indenture that would not be material to the Holders) or the
Issuer, Holdings I or any Person granting Collateral the subject of any such Security
Interest shall assert, in any pleading in any court of competent jurisdiction, that any such
Security Interest is invalid or unenforceable and (but only in the event that such failure
to be in full force and effect or such assertion is capable of being cured without imposing
any new hardening period, in equity or at law, that such Security Interest was not otherwise
subject immediately prior to such failure or assertion and that is not also applicable to
any other Lien over the relevant Collateral) such failure to be in full force and effect or
such assertion shall have continued uncured for a period of 15 days.



          The foregoing shall constitute Events of Default whatever the reason for any such Event of
Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body.



          The term “Bankruptcy Law” means any applicable Luxembourg law relating to bankruptcy,
insolvency, administration, examination, court protection, receivership, schemes of arrangement or
similar matters, Title 11, United States Code, or any similar Federal, state or non-U.S.
bankruptcy, insolvency, receivership or similar law for the relief of debtors. The term
“Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under
any Bankruptcy Law.



          A Default under clause (d) above shall not constitute an Event of Default until the Trustee
notifies the Issuer or the Holders of at least 25% in principal amount of the outstanding
Securities notify the Issuer and the Trustee of the Default and the Issuer does not cure or cause
the cure of such Default within the time specified in clause (d) hereof after receipt of such
notice. Such notice must specify the Default, demand that it be remedied and state that such
notice is a “Notice of Default.”



          The acceleration of the Target Bonds as a result of the acquisition of Target Shares by Luxco
or the requirement to enter into the Security Documents, shall not constitute an Event of Default
specified in clause (e) of Section 6.01 if (i) the outstanding Target Bonds are fully cash
collateralized by Holdings I or a Restricted Subsidiary on or prior to the Issue Date by the
deposit with Credit Suisse, London Branch of an amount sufficient to redeem, or in the case of the
Target’s 150 million Swiss Franc denominated 4.625% bonds due 2007, repay, the applicable series of
the Target Bonds in full, including the payment of all principal, premium (if any) and interest
thereon and (ii) the outstanding Target Bonds are redeemed or repaid, as applicable, in full from
such cash collateralized amount in accordance with the early redemption voted on at the
bondholders’ meeting announced in the Swiss press and on the Swiss Stock Exchange website held on
June 27, 2007 (or in the case of the Target’s 150 million Swiss Franc denominated 4.625% bonds due
2007, the terms thereof).



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          The Issuer shall deliver to the Trustee (i) as soon as it becomes aware of the occurrence of
an Event of Default, written notice of the occurrence of such Event of Default and (ii) within five
Business Days after the occurrence thereof, written notice in the form of any event which with the
giving of notice or the lapse of time would become an Event of Default under clause (d) or (g),
their status and what action the Issuer or Holdings I is taking or proposes to take in respect
thereto.



          SECTION 6.02. Acceleration. If an Event of Default (other than an Event of Default
specified in Section 6.01(f) or (g) with respect to the Issuer or Holdings I) occurs and is
continuing, the Trustee by notice to the Issuer, or the Holders of at least 25% in principal amount
of the Securities by notice to the Issuer and the Trustee, may declare the principal of and accrued
but unpaid interest on all the Securities to be due and payable. Upon such a declaration, such
principal and interest shall be due and payable immediately. If an Event of Default specified in
Section 6.01(f) or (g) with respect to the Issuer or Holdings I occurs, the principal of and
interest on all the Securities shall ipso facto become and be immediately due and payable without
any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority
in principal amount of the Securities by notice to the Trustee may rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or decree and if all existing
Events of Default have been cured or waived except nonpayment of principal or interest that has
become due solely because of acceleration. No such rescission shall affect any subsequent Default
or impair any right consequent thereto.



          In the event of any Event of Default specified in Section 6.01(e), such Event of Default and
all consequences thereof (excluding, however, any resulting payment default) shall be annulled,
waived and rescinded, automatically and without any action by the Trustee or the Holders of the
Securities, if within 20 days after such Event of Default arose the Issuer delivers an Officers’
Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for
such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the
acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the
default that is the basis for such Event of Default has been cured, it being understood that in no
event shall an acceleration of the principal amount of the Securities as described above be
annulled, waived or rescinded upon the happening of any such events.



          SECTION 6.03. Other Remedies. If an Event of Default occurs and is continuing, the
Trustee may pursue any available remedy at law or in equity to collect the payment of principal of
or interest on the Securities or to enforce the performance of any provision of the Securities or
this Indenture.



          The Trustee may maintain a proceeding even if it does not possess any of the Securities or
does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder
in exercising any right or remedy accruing upon an Event of Default shall not impair the right or
remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive
of any other remedy. To the extent required by law, all available remedies are cumulative.



          SECTION 6.04. Waiver of Past Defaults. The Holders of a majority in principal amount
of outstanding Securities by written notice to the Trustee may waive an existing Default



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and its consequences except (a) a Default in the payment of the principal of or interest on a
Security, (b) a Default arising from the failure to redeem or purchase any Security when required
pursuant to the terms of this Indenture or (c) a Default in respect of a provision that under
Section 9.02 cannot be amended without the consent of the Holders of not less than 90% of the then
outstanding aggregate principal amount of the Securities. When a Default is waived, it is deemed
cured and the Issuer, the Subordinated Guarantors, the Trustee and the Holders shall be restored to
their former positions and rights under this Indenture, but no such waiver shall extend to any
subsequent or other Default or impair any consequent right.




          SECTION 6.05. Control by Majority. The Holders of a majority in principal amount of
outstanding Securities may direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The
Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture or,
subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any
other Holder or that would involve the Trustee in personal liability. Prior to taking any action
under this Indenture, the Trustee will be entitled to security and/or indemnification satisfactory
to it in its sole discretion against all losses and expenses caused by taking or not taking such
action.



          SECTION 6.06. Limitation on Suits. (a) Subject to Section 7.01, in case an Event
of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the
rights or powers under this Indenture at the request or direction of any of the Holders unless such
Holders have offered to the Trustee indemnity or security satisfactory to it against any loss,
liability or expense. Except to enforce the right to receive payment of principal, premium (if any)
or interest when due, no Holder may pursue any remedy with respect to this Indenture or the
Securities unless:




     (i) such Holder has previously given to the Trustee notice that an Event of
Default is continuing;




     (ii) Holders of at least 25% in principal amount of the outstanding Securities
have requested the Trustee to pursue the remedy;




     (iii) such Holders have offered the Trustee security or indemnity satisfactory to
it against any loss, liability or expense;




     (iv) the Trustee has not complied with such request within 60 days after the
receipt of the request and the offer of security or indemnity; and




     (v) Holders of a majority in principal amount of the outstanding Securities have
not given the Trustee a direction inconsistent with such request within such 60-day
period.



          SECTION 6.07. Rights of the Holders to Receive Payment. Notwithstanding any other
provision of this Indenture but subject to the terms of the Intercreditor Agreement or any
Additional Intercreditor Agreement, the right of any Holder to receive payment of principal of and
interest on the Securities held by such Holder, on or after the respective due dates expressed or



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provided for in the Securities, or to bring suit for the enforcement of any such payment on or
after
such respective dates, shall not be impaired or affected without the consent of the Holders of
not less than 90% of the then outstanding aggregate principal amount of the Securities.




          SECTION 6.08. Collection Suit by Trustee. If an Event of Default specified in
Section 6.01(a) or (b) occurs and is continuing, the Trustee may recover judgment in its own name
and as trustee of an express trust against the Issuer, Holdings I or any other obligor on the
Securities for the whole amount then due and owing (together with interest on overdue principal and
(to the extent lawful) on any unpaid interest at the rate provided for in the Securities) and the
amounts provided for in Section 7.07.



          SECTION 6.09. Trustee May File Proofs of Claim. The Trustee may file such proofs of
claim and other papers or documents as may be necessary or advisable in order to have the claims of
the Trustee (including any claim for reasonable compensation, expenses disbursements and advances
of the Trustee (including counsel, accountants, experts or such other professionals as the Trustee
deems necessary, advisable or appropriate)) and the Holders allowed in any judicial proceedings
relative to the Issuer, Holdings I or any Subordinated Guarantor, their creditors or their
property, shall be entitled to participate as a member, voting or otherwise, of any official
committee of creditors appointed in such matters and, unless prohibited by law or applicable
regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other
Person performing similar functions, and any Custodian in any such judicial proceeding is hereby
authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the Trustee any amount
due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and its counsel, and any other amounts due the Trustee under Section 7.07. To the extent
that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the
estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured
by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and
other properties that the Holders may be entitled to receive in such proceeding whether in
liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting
the Securities or the rights of any Holder, or to authorize the Trustee to vote in respect of the
claim of any Holder in any such proceeding.



          SECTION 6.10. Priorities. Subject to the Intercreditor Agreement or any Additional
Intercreditor Agreement, if the Trustee collects any money or property pursuant to this Article VI,
it shall pay out the money or property in the following order:




     FIRST: to the Trustee for amounts due under Section 7.07;




     SECOND: if such money or property has been collected from a Subordinated Guarantor, to
holders of Senior Indebtedness of such Subordinated Guarantor, to the



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extent required by the
Intercreditor Agreement or any Additional Intercreditor Agreement and Article X;




     THIRD: to the Holders for amounts due and unpaid on the Securities for principal,
premium, if any, and interest, ratably, without preference or priority of any kind,
according to the amounts due and payable on the Securities for principal and interest,
respectively; and




     FOURTH: to the Issuer or, to the extent the Trustee collects any amount for any
Subordinated Guarantor, to such Subordinated Guarantor.



          The Trustee may fix a record date and payment date for any payment to the Holders pursuant to
this Section and shall notify the Issuer of such record date. At least 15 days before such record
date, the Issuer shall deliver to each Holder and the Trustee a notice that states the record date,
the payment date and amount to be paid.



          SECTION 6.11. Undertaking for Costs. In any suit for the enforcement of any right or
remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party litigant in the suit
of an undertaking to pay the costs of the suit, and the court in its discretion may assess
reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in
the suit, having due regard to the merits and good faith of the claims or defenses made by the
party litigant. This Section does not apply to a suit by the Trustee, a suit by a Holder pursuant
to Section 6.07 or a suit by Holders of more than 10% in principal amount of outstanding
Securities.



          SECTION 6.12. Waiver of Stay or Extension Laws. None of the Issuer, Holdings I or
any Subordinated Guarantor (to the extent it may lawfully do so) shall at any time insist upon, or
plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension
law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Issuer, Holdings I and each Subordinated Guarantor (to the
extent that it may lawfully do so) hereby expressly waive all benefit or advantage of any such law,
and shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but
shall suffer and permit the execution of every such power as though no such law had been enacted.



          SECTION 6.13. Direction to Agents. Following the occurrence of an Event of Default
or a potential Event of Default, the Trustee may, by notice to the Agents, require them to act
under its direction.



ARTICLE VII




Trustee



          SECTION 7.01. Duties of Trustee. (a) If an Event of Default has occurred and is
continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use
the same degree of care and skill in their exercise as a prudent person would exercise or use under
the circumstances in the conduct of such person’s own affairs.



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          (b) Except during the continuance of an Event of Default:




     (i) the Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture and no implied covenants or obligations shall
be read into this Indenture against the Trustee (it being agreed that the permissive
right of the Trustee to do things enumerated in this Indenture shall not be construed
as a duty); and




     (ii) in the absence of bad faith on its part, the Trustee may conclusively rely,
as to the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture. The Trustee shall be under no duty to make any
investigation as to any statement contained in any such instance, but may accept the
same as conclusive evidence of the truth and accuracy of such statement or the
correctness of such opinions. However, in the case of certificates or opinions
required by any provision hereof to be provided to it, the Trustee shall examine the
certificates and opinions to determine whether or not they conform to the requirements
of this Indenture (but need not confirm or investigate the truth or accuracy of
mathematical calculations or other facts, statements or opinions stated therein).



          (c) The Trustee may not be relieved from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct, except that:




     (i) this paragraph does not limit the effect of paragraph (b) of this Section;




     (ii) the Trustee shall not be liable for any error of judgment made in good faith
by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining
the pertinent facts;




     (iii) the Trustee shall not be liable with respect to any action it takes or omits
to take in good faith in accordance with a direction received by it pursuant to
Sections 6.02 or 6.05; and




     (iv) no provision of this Indenture shall require the Trustee to expend or risk
its own funds or otherwise incur financial liability in the performance of any of its
duties hereunder or in the exercise of any of its rights or powers.



          (d) Every provision of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b) and (c) of this Section.



          (e) The Trustee shall not be liable for interest on any money received by it except as the
Trustee may agree in writing with the Issuer or Holdings I.



          (f) Money held by the Trustee need not be segregated from other funds except to the extent
required by law.



          SECTION 7.02. Rights of Trustee. Subject to Section 7.01:



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          (a) The Trustee may conclusively rely on any document believed by it to be genuine and to
have been signed or presented by the proper person. The Trustee need not investigate any fact or
matter stated in the document.



          (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate
or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits
to take in good faith in reliance on the Officers’ Certificate or Opinion of Counsel.



          (c) The Trustee may act through agents and shall not be responsible for the misconduct or
negligence of any agent appointed with due care.



          (d) The Trustee shall not be liable for any action it takes or omits to take in good faith
which it believes to be authorized or within its rights or powers; provided, however, that the
Trustee’s conduct does not constitute willful misconduct or negligence.



          (e) The Trustee may consult with professional advisers and/or counsel of its own selection
and the advice or opinion of counsel with respect to legal matters relating to this Indenture and
the Securities shall be full and complete authorization and protection from liability in respect of
any action taken, omitted or suffered by it hereunder in good faith and in accordance with the
advice or opinion of such professional advisers and/or counsel.



          (f) The Trustee shall not be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, bond, debenture, note or other paper or document unless requested in writing to do
so by the Holders of not less than a majority in principal amount of outstanding Securities at the
time outstanding, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine the books, records and
premises of the Issuer or Holdings I, personally or by agent or attorney, at the expense of the
Issuer and shall incur no liability of any kind by reason of such inquiry or investigation.



          (g) The Trustee shall be under no obligation to exercise any of the rights or powers vested
in it by this Indenture at the request or direction of any of the Holders pursuant to this
Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory
to the Trustee against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction.



          (h) The rights, privileges, protections, immunities and benefits given to the Trustee,
including without limitation its right to be indemnified and all other rights provided under this
Article VII, are extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and each Agent, custodian and other Person employed to act hereunder.



          (i) The Trustee shall not be liable for any action taken or omitted by it in good faith at
the direction of the Holders of not less than a majority in principal amount of outstanding
Securities as to the time, method and place of conducting any proceedings for any remedy available
to the Trustee or the exercising of any power conferred by this Indenture.



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          (j) Any action taken, or omitted to be taken, by the Trustee in good faith pursuant to this
Indenture upon the request or authority or consent of any person who, at the time of making such
request or giving such authority or consent, is the Holder of any Security shall be conclusive and
binding upon future Holders of Securities and upon Securities executed and delivered in exchange
therefor or in place thereof.



          (k) The Trustee shall have no duty to inquire as to the performance of the covenants of the
Issuer or Holdings I, its Subsidiaries and/or the Subordinated Guarantors in Article IV hereof,
except with respect to Section 4.01 and shall be entitled to assume that the Issuer has performed
in accordance with all of the provisions of this Indenture unless notified to. Delivery of
reports, information and documents to the Trustee under Section 4.02 is for informational purposes
only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any
information contained therein or determinable from information contained therein, including the
Issuer’s or Holdings I’s compliance with any of their covenants hereunder (as to which the Trustee
is entitled to rely on Officers’ Certificates).



          (l) The Trustee shall not have any obligation or duty to monitor, determine or inquire as to
compliance, and shall not be responsible or liable for compliance with restrictions on transfer,
exchange, redemption, purchase or repurchase, as applicable, of minimum denominations imposed under
this Indenture or under applicable law or regulation with respect to any transfer, exchange,
redemption, purchase or repurchase, as applicable, of any interest in any Securities.



          (m) The Trustee is not required to give any bond or surety with respect to the performance or
its duties or the exercise of its powers under this Indenture or the Securities.



          (n) The Trustee shall not, save in the case of its gross negligence and willful misconduct
under any circumstance be liable for any consequential loss (being loss of business, goodwill,
opportunity or profit of any kind) of the Issuer or Holdings I, any Subordinated Guarantor or any
Subsidiary.



          (o) The Trustee may request, not more than once a year, that the Issuer deliver an Officers’
Certificate setting forth the names of the individuals and/or titles of officers, authorized at
such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be
signed by any person authorized to sign an Officers’ Certificate, including any person specified as
so authorized in any such certificate previously delivered and not superseded.



          (p) The Trustee will not be liable if prevented or delayed in performing any of its
obligations by reason of any present or future law applicable to it, by any governmental or
regulatory authority or by any circumstances beyond its control.



          (q) In no event shall the Trustee be responsible or liable for any failure or delay in the
performance of its obligations hereunder arising out of, or caused by, directly or indirectly,
forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts
of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of
God; it being understood that the Trustee shall use reasonable best efforts which are consistent
with accepted practices in the banking industry to resume performance as soon as practicable under
the circumstances.



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          (r) The Trustee may refrain from taking any action in any jurisdiction if the taking of such
action in that jurisdiction would, in its opinion based upon legal advice in the relevant
jurisdiction, be contrary to any law of that jurisdiction or, to the extent applicable, of England.
Furthermore, the Trustee may also refrain from taking such action if it would otherwise render it
liable to any person in that jurisdiction or England or if, in its opinion based upon such legal
advice, it would not have the power to do the relevant thing in that jurisdiction by virtue of any
applicable law in that jurisdiction or in England or if it is determined by any court or other
competent authority in that jurisdiction or in England that it does not have such power.



          SECTION 7.03. Individual Rights of Trustee. The Trustee in its individual or any
other capacity may become the owner or pledgee of Securities and may otherwise deal with the Issuer
or its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent or
Registrar may do the same with like rights. However, the Trustee must comply with Sections 7.10.



          SECTION 7.04. Trustee’s Disclaimer. The Trustee shall not be responsible for and
makes no representation as to the validity or adequacy of this Indenture, any Guarantee or the
Securities, it shall not be accountable for the Issuer’s or Holdings I’s use of the proceeds from
the Securities, and it shall not be responsible for any statement of the Issuer, Holdings I or any
Subordinated Guarantor in this Indenture or in any document issued in connection with the sale of
the Securities or in the Securities other than the Trustee’s certificate of authentication. The
Trustee shall not be charged with knowledge of any Default or Event of Default under Sections
6.01(c), (d), (e), (f), (g), (h), (i) or (j) or of the identity of any Significant Subsidiary
unless either (a) a Trust Officer shall have actual knowledge thereof or (b) the Trustee shall have
received written notice thereof in accordance with Section 13.02 hereof from the Issuer or Holdings
I, any Subordinated Guarantor or any Holder. In accepting the trust hereby created, the Trustee
acts solely as Trustee for the Holders of the Securities and not in its individual capacity and all
persons, including the Holders of Securities and the Issuer having any claim against the Trustee
arising from this Indenture shall look only to the funds and accounts held by the Trustee hereunder
for payment except as otherwise provided herein.



          SECTION 7.05. Notice of Defaults. If a Default occurs and is continuing and has been
notified to the Trustee, the Trustee shall mail (or otherwise deliver in accordance with applicable
Euroclear and Clearstream procedures) to each holder of Securities notice of the Default within the
earlier of 90 days after it occurs or 30 days after it is actually known to a Trust Officer or
written notice of it is received by the Trustee.



          SECTION 7.06. [Reserved]



          SECTION 7.07. Compensation and Indemnity. (a) The Issuer, failing which the
Subordinated Guarantors, shall pay to the Trustee and each Agent from time to time compensation for
their respective services as agreed between the Issuer and the Trustee and each Agent from time to
time and, following the occurrence of an Event of Default or a potential Event of Default, such
additional fees and expenses as the Trustee deems to be appropriate. The Trustee’s and each
Agent’s compensation shall not be limited by any law on compensation of a trustee of an express
trust. The Issuer, failing which the Senior Note Guarantors shall reimburse the Trustee and each
Agent upon request for all properly incurred out-of-pocket expenses incurred



107









 




or made by it, including costs of collection, in addition to the compensation for its services. Such
expenses shall include the properly incurred compensation and expenses, disbursements and advances
of the Trustee’s and each Agent’s agents, counsel, accountants and experts. The Issuer and each
Subordinated Guarantor, jointly and severally shall indemnify the Trustee and each Agent against
any and all loss, liability, claim, taxes, costs, damage or expense (including properly incurred
attorneys’ fees and expenses) incurred by or in connection with the acceptance or administration of
this trust and the performance of its duties hereunder, including the costs and expenses of
enforcing this Indenture or Subordinated Guarantee against the Issuer, Holdings I or a Subordinated
Guarantor (including this Section 7.07) and defending itself against or investigating any claim
(whether asserted by the Issuer, Holdings I, any Subordinated Guarantor, any Holder or any other
Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the
Securities or the removal or resignation of the Trustee or the applicable Agent. The Trustee or
the applicable Agent shall notify the Issuer of any claim for which it may seek indemnity promptly
upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the
Issuer shall not relieve the Issuer, Holdings I or any Subordinated Guarantor of its indemnity
obligations hereunder. The Issuer shall defend the claim and the indemnified party shall provide
reasonable cooperation at the Issuer’s expense in the defense. Such indemnified parties may have
separate counsel and the Issuer, Holdings I and the Subordinated Guarantors, as applicable, shall
pay the fees and expenses of such counsel. The Issuer need not reimburse any expense or indemnify
against any loss, liability or expense incurred by an indemnified party through such party’s own
willful misconduct, negligence or bad faith.




          (b) To secure the payment obligations of the Issuer, Holdings I and the other Subordinated
Guarantors in this Section, the Trustee shall have a Lien prior to the Securities on all money or
property held or collected by the Trustee other than money or property held to pay principal of and
interest on particular Securities.



          (c) The Issuer’s and the Subordinated Guarantors’ payment obligations pursuant to this
Section shall survive the satisfaction or discharge of this Indenture, any rejection or termination
of this Indenture under any Bankruptcy Law or the resignation or removal of the Trustee. Without
prejudice to any other rights available to the Trustee under applicable law, when the Trustee
incurs expenses after the occurrence of a Default specified in Section 6.01(f) or (g) with respect
to the Issuer or Holdings I, the expenses are intended to constitute expenses of administration
under the Bankruptcy Law.



          (d) No provision of this Indenture shall require the Trustee to expend or risk its own funds
or otherwise incur any financial liability in the performance of any of its duties hereunder, or in
the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity
against such risk or liability is not assured to its satisfaction.



          SECTION 7.08. Replacement of Trustee or Agent. (a) The Trustee and any Agent may
resign at any time by so notifying the Issuer or Holdings I. The Holders of a majority in
principal amount of outstanding Securities may remove the Trustee or any Agent by so notifying the
Trustee or such Agent and may appoint a successor Trustee or Agent. The Issuer shall remove the
Trustee or any Agent if:



108









 






     (i) the Trustee or such Agent fails to comply with Section 7.10;




     (ii) the Trustee or such Agent is adjudged bankrupt or insolvent;




     (iii) a receiver or other public officer takes charge of the Trustee or such Agent
or its property; or




     (iv) the Trustee or such Agent otherwise becomes incapable of acting.



          (b) If the Trustee resigns, is removed by the Issuer or by the Holders of a majority in
principal amount of outstanding Securities and such Holders do not reasonably promptly appoint a
successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in
such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a
successor Trustee.



          (c) A successor Trustee shall deliver a written acceptance of its appointment and its
accession to the Intercreditor Agreement and any Additional Intercreditor Agreement to the retiring
Trustee, the Security Agent and to the Issuer or Holdings I. Thereupon the resignation or removal
of the retiring Trustee shall become effective, and the successor Trustee shall have all the
rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall deliver
a notice of its succession to the Holders. The retiring Trustee shall promptly transfer all
property held by it as Trustee to the successor Trustee, subject to the Lien provided for in
Section 7.07(b).



          (d) If a successor Trustee or Agent, as applicable, does not take office within 60 days after
the retiring Trustee resigns or is removed, (i) the retiring Trustee or Agent, as applicable, or
the Holders of 10% in principal amount of outstanding Securities may petition at the expense of the
Issuer any court of competent jurisdiction for the appointment of a successor Trustee or (ii) the
retiring Trustee or Agent, as applicable, may appoint a successor Trustee or Agent, as applicable,
at any time prior to the date on which a successor Trustee or Agent, as applicable, takes office;
provided that such appointment shall be reasonably satisfactory to the Issuer or Holdings I.



          (e) If the Trustee fails to comply with Section 7.10, any Holder who has been a bona fide
Holder of a Security for at least six months may petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor Trustee.



          (f) Notwithstanding the replacement of the Trustee pursuant to this Section, the Issuer’s or
Holdings I’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee
or Agent, as applicable.



          SECTION 7.09. Successor Trustee by Merger. If the Trustee consolidates with, merges
or converts into, or transfers all or Substantially All its corporate trust business or assets to,
another corporation or banking association, the resulting, surviving or transferee corporation
without any further act shall be the successor Trustee.



          In case at the time such successor or successors by merger, conversion or consolidation to the
Trustee shall succeed to the trusts created by this Indenture any of the Securities shall have been
authenticated but not delivered, any such successor to the Trustee may



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adopt the certificate of
authentication of any predecessor trustee, and deliver such Securities so authenticated; and in
case at that time any of the Securities shall not have been authenticated, any
successor to the Trustee may authenticate such Securities either in the name of any
predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such
certificates shall have the full force which it is anywhere in the Securities or in this Indenture
provided that the certificate of the Trustee shall have; provided, however, that the right to adopt
the certificate of authentication of any predecessor Trustee or to authenticate Securities in the
name of any predecessor Trustee shall apply only to its successor or successors by merger,
conversion or consolidation.




          SECTION 7.10. Eligibility; Disqualification. This Indenture shall at all times have
a Trustee that is an entity organized and doing business under the laws of the United States or any
state thereof, or a member state of the European Union or a political subdivision thereof, that is
authorized under such laws to exercise corporate trustee power and that is subject to supervision
or examination by federal or state authorities or by the authorities of a member state of the
European Union or a political subdivision thereof. The Trustee shall have a combined capital and
surplus of at least U.S. $50.0 million as set forth in its most recent published annual report of
condition. No obligor under the Securities or Person directly controlling, controlled by, or under
common control with such obligor shall serve as Trustee.



ARTICLE VIII




Discharge of Indenture; Defeasance



          SECTION 8.01. Discharge of Liability on Securities; Defeasance. This Indenture shall
be discharged and shall cease to be of further effect (except as to surviving rights of
registration of transfer or exchange of Securities, as expressly provided for in this Indenture) as
to all outstanding Securities when:




     (a) either (i) all the Securities theretofore authenticated and delivered (except lost,
stolen or destroyed Securities which have been replaced or paid and Securities for whose
payment money has theretofore been deposited or segregated and held by the Issuer and
thereafter repaid to the Issuer or discharged from such trust) have been delivered to the
Trustee for cancellation or (b) all of the Securities (i) have become due and payable, (ii)
shall become due and payable at their Stated Maturity within one year or (iii) if redeemable
at the option of the Issuer are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Issuer, and the Issuer has irrevocably
deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay
and discharge the entire Indebtedness on the Securities not theretofore delivered to the
Trustee for cancellation, for principal of, premium, if any, and interest on the Securities
to the date of deposit together with irrevocable instructions from the Issuer directing the
Trustee to apply such funds to the payment thereof at maturity or redemption, as the case
may be;



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     (b) the Issuer, Holdings I and/or the Subordinated Guarantors have paid all other sums
payable under this Indenture; and




     (c) the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel stating that all conditions precedent under this Indenture relating to the
satisfaction and discharge of this Indenture have been complied with.




Notwithstanding clauses (a) and (b) above, the Issuer’s or Holdings I’s obligations in
Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and in this Article VIII shall
survive until the Securities have been paid in full. Thereafter, the Issuer’s or Holdings
I’s obligations in Sections 7.07, 8.05 and 8.06 shall survive such satisfaction and
discharge.



          Subject to the preceding paragraph and Section 8.02, the Issuer at any time may terminate (i)
all of its obligations under the Securities and this Indenture (with respect to such Securities)
(“legal defeasance option”) or (ii) its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06,
4.07, 4.08, 4.09, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18 and 4.19 and the operation of Section
5.01 and Sections 6.01(c), 6.01(d) (with respect to the foregoing Sections of Article IV only),
6.01(e), 6.01(f) (with respect to Significant Subsidiaries), 6.01(g) (with respect to Significant
Subsidiaries only), 6.01(h), 6.01(i) and 6.01(j) (“covenant defeasance option”). The Issuer may
exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance
option. In the event that the Issuer terminates all of its obligations under the Securities and
this Indenture (with respect to such Securities) by exercising its legal defeasance option or its
covenant defeasance option, the obligations of each Subordinated Guarantor under its Guarantee of
such Securities shall be terminated simultaneously with the termination of such obligations.



          If the Issuer exercises its legal defeasance option, payment of the Securities so defeased may
not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance
option, payment of the Securities so defeased may not be accelerated because of an Event of Default
specified in Section 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries),
6.01(g) (with respect to Significant Subsidiaries only), 6.01(h), 6.01(i) or 6.01(j) or because of
the failure of the Issuer to comply with Section 5.01.



          Upon satisfaction of the conditions set forth herein and upon request of the Issuer or
Holdings I, the Trustee shall acknowledge in writing the discharge of those obligations that the
Issuer terminates.



          SECTION 8.02. Conditions to Defeasance. (a) The Issuer may exercise its legal
defeasance option or its covenant defeasance option only if:




     (i) the Issuer irrevocably deposits with the Trustee money in euro or European
Government Obligations denominated in euro, the principal of and the interest on which
shall be sufficient, or a combination thereof sufficient, to pay the principal of and
premium (if any) and interest on the Securities when due at maturity or redemption, as
the case may be, including interest thereon to maturity or such redemption date;




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     (ii) the Issuer delivers to the Trustee a certificate from a nationally
recognized firm of independent accountants expressing their opinion that the payments
of principal and interest when due and without reinvestment on the deposited European
Government Obligations plus any deposited money without investment shall provide cash
at such times and in such amounts as shall be sufficient to pay principal, premium, if
any, and interest when due on all the Securities to maturity or redemption, as the case
may be;




     (iii) 90 days pass after the deposit is made and during the 123-day period no
Default specified in Section 6.01(f) or (g) with respect to the Issuer occurs which is
continuing at the end of the period;




     (iv) the deposit does not constitute a default under any other material agreement
binding on the Issuer or Holdings I;




     (v) in the case of the legal defeasance option, the Issuer shall have delivered to
the Trustee an Opinion of Counsel stating that (1) the Issuer has received from, or
there has been published by, the Internal Revenue Service a ruling, or (2) since the
date of this Indenture there has been a change in the applicable Federal income tax
law, in either case to the effect that, and based thereon such Opinion of Counsel shall
confirm that, the Holders shall not recognize income, gain or loss for Federal income
tax purposes as a result of such deposit and defeasance and shall be subject to Federal
income tax on the same amounts, in the same manner and at the same times as would have
been the case if such deposit and defeasance had not occurred; provided, however, the
Opinion of Counsel required with respect to a legal defeasance need not be delivered if
all Securities not theretofore delivered to the Trustee for cancellation have become
due and payable;




     (vi) in the case of the covenant defeasance option, the Issuer shall have
delivered to the Trustee an Opinion of Counsel to the effect that the Holders shall not
recognize income, gain or loss for Federal income tax purposes as a result of such
deposit and defeasance and shall be subject to Federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such deposit
and defeasance had not occurred; and




     (vii) the Issuer delivers to the Trustee an Officers’ Certificate and an Opinion
of Counsel, each stating that all conditions precedent to the defeasance and discharge
of the Securities to be so defeased and discharged as contemplated by this Article VIII
have been complied with.



          (b) Before or after a deposit, the Issuer may make arrangements satisfactory to the Trustee
for the redemption of such Securities at a future date in accordance with Article III.



          SECTION 8.03. Application of Trust Money. The Trustee shall hold money or European
Government Obligations (including proceeds thereof) deposited with it pursuant to this Article
VIII. It shall apply the deposited money and the money from European Government



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Obligations through each Paying Agent and in accordance with this Indenture to the payment of
principal of and interest on the Securities so discharged or defeased.




          SECTION 8.04. Repayment to Issuer. Each of the Trustee and each Paying Agent shall
promptly pay to the Issuer upon request an amount equal money or European Government Obligations
held by it as provided in this Article VIII which, in the written opinion of an internationally
recognized firm of independent public accountants delivered to the Trustee (which delivery shall
only be required if European Government Obligations have been so deposited), are in excess of the
amount thereof which would then be required to be deposited to effect an equivalent discharge or
defeasance in accordance with this Article VIII.



          Subject to any applicable abandoned property law, the Trustee and each Paying Agent shall pay
to the Issuer upon written request any money held by them for the payment of principal or interest
that remains unclaimed for two years, and, thereafter, Holders entitled to the money must look to
the Issuer for payment as general creditors, and the Trustee and each Paying Agent shall have no
further liability with respect to such monies.



          SECTION 8.05. Indemnity for European Government Obligations. The Issuer shall pay
and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against
deposited European Government Obligations or the principal and interest received on such European
Government Obligations.



          SECTION 8.06. Reinstatement. If the Trustee or any Paying Agent is unable to apply
any money or European Government Obligations in accordance with this Article VIII by reason of any
legal proceeding or by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Issuer’s obligations under
this Indenture and the Securities so discharged or defeased shall be revived and reinstated as
though no deposit had occurred pursuant to this Article VIII until such time as the Trustee or any
Paying Agent is permitted to apply all such money or European Government Obligations in accordance
with this Article VIII; provided, however, that, if the Issuer has made any payment of principal of
or interest on, any such Securities because of the reinstatement of its obligations, the Issuer
shall be subrogated to the rights of the Holders of such Securities to receive such payment from
the money or European Government Obligations held by the Trustee or any Paying Agent.



ARTICLE IX




Amendments and Waivers




          SECTION 9.01. Without Consent of the Holders. The Issuer, Holdings I, the
Subordinated Guarantors, the Trustee and the Security Agent may amend this Indenture, the
Securities, the Intercreditor Agreement, any Additional Intercreditor Agreement, the Senior
Subordinated Notes Proceeds Loan or any Security Document:




     (i) to cure any ambiguity, omission, mistake, defect or inconsistency;





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     (ii) to give effect to any provision of this Indenture (including the release of
any Subordinated Guarantees in accordance with the terms of Section 10.06);



     (iii) to comply with Article V;




     (iv) to provide for the assumption by a Successor Company of the obligations of
the Issuer under this Indenture and the Securities;




     (v) to provide for the assumption by a Successor Subordinated Guarantor of the
obligations of a Subordinated Guarantor under this Indenture and its Subordinated
Guarantee;




     (vi) to make any change in Article X or XI not in conflict with this Indenture
that would limit or terminate the benefits available to any holder of Designated Senior
Indebtedness (or any Representative thereof) under Article X or XI;




     (vii) to provide for uncertificated Securities in addition to or in place of
certificated Securities; provided, however, that the uncertificated Securities are
issued in registered form for purposes of Section 163(f) of the Code or in a manner
such that the uncertificated Securities are described in Section 163(f)(2)(B) of the
Code;




     (viii) to add Subordinated Guarantees with respect to the Securities;




     (ix) to add assets to the Collateral, to release Collateral from any Lien pursuant
to this Indenture and the Intercreditor Agreement, when permitted or required by this
Indenture to the extent necessary to provide for the granting of a Security Interest
for the benefit of any Person, provided that the granting of such Security Interest is
not prohibited under Section 4.17 or otherwise under this Indenture;




     (x) to add to the covenants of the Issuer, Holdings I or any Subordinated
Guarantor for the benefit of the Holders or to surrender any right or power conferred
upon the Issuer, Holdings I or any Subordinated Guarantor;




     (xi) to make any change that does not adversely affect the rights of any Holder;




     (xii) to evidence and give effect to the acceptance and appointment under this
Indenture and/or the Intercreditor Agreement of a successor Trustee;




     (xiii) to provide for the accession of the Trustee to any instrument in connection
with the Securities;




     (xiv) to provide for the issuance of Additional Securities as contemplated under
Section 2.16; or



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     (xv) at the Issuer’s election, to comply with any requirement of the SEC in
connection with the qualification of this Indenture under the Trust Indenture Act, if
such qualification is required.



          In formulating its opinion on such matters, the Trustee shall be entitled to require and rely
absolutely on such evidence as it reasonably deems appropriate, including an Opinion of Counsel and
an Officers’ Certificate.



          After an amendment under this Section 9.01 becomes effective, the Issuer shall mail (or
otherwise deliver in accordance with applicable Euroclear and Clearstream procedures) to the
Holders a notice briefly describing such amendment. However, the failure to give such notice to all
Holders entitled to receive such notice, or any defect therein, shall not impair or affect the
validity of the amendment under this Section 9.01.



          SECTION 9.02. With Consent of the Holders. (a) The Issuer, Holdings I,
Subordinated Guarantors, the Trustee and the Security Agent may amend this Indenture, the
Securities, the Intercreditor Agreement, any Additional Intercreditor Agreement, the Senior
Subordinated Notes Proceeds Loan and the Security Documents with the consent of the Holders of a
majority in principal amount of the Securities then outstanding (including consents obtained in
connection with a tender offer or exchange for the Securities) and any past default of compliance
with any provisions may be waived with the consent of Holders of a majority in principal amount of
the Securities then outstanding. However, without the consent of the Holders of not less than 90%
of the then outstanding aggregate principal amount of the Securities, an amendment or waiver may
not:




     (i) reduce the amount of Securities whose Holders must consent to an amendment;




     (ii) reduce the rate of or extend the time for payment of interest on any
Security;




     (iii) reduce the principal of or extend the Stated Maturity of any Security;




     (iv) reduce the premium or amount payable upon the redemption of any Security,
change the time at which any Security may be redeemed in accordance with Article III or
Paragraphs 5 or 6 of the Securities;




     (v) make any Security payable in money other than that stated in such Security;




     (vi) make any change to the subordination provisions of this Indenture that
adversely affects the rights of Holders;




     (vii) impair the right of any Holder to receive payment of principal of, premium,
if any, and interest on such Holder’s Securities on or after the due dates therefor or
to institute suit for the enforcement of any payment on or with respect to such
Holder’s Securities;



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          (viii) release the Security Interest granted for the benefit of the Holders in the
Collateral other than pursuant to the terms of the Security Documents or as otherwise
permitted by this Indenture;




          (ix) make any change in Section 6.04 or the second sentence of this Section 9.02;




          (x) change the currency of the Senior Notes Proceeds Loan, decrease the rate,
change the time for payment, change the manner of payment of interest, decrease the
principal or extend the maturity date of any principal payment on the Senior Notes
Proceeds Loan, or change the ranking of the Senior Notes Proceeds Loan in a manner
adverse to the Holders;




          (xi) change the restrictions in the Intercreditor Agreement restricting payment
blockage or enforcement of the Senior Notes Proceeds Loan in any manner adverse to the
interests of the Holders in any material respect; or




          (xii) make any change in the provisions of Section 4.15 of this Indenture that
adversely affects the rights of any Holder or amend the terms of the Securities or this
Indenture in a way that would result in the loss of an exemption from any of the Taxes
described thereunder unless the Issuer, Holdings I or any Restricted Subsidiary agrees
to pay any Additional Amounts that arise as a result.




          (b) Without the consent of the holders of a majority in outstanding aggregate principal
amount of the Senior Securities, the Issuer will not amend, modify or alter this Indenture
in any way to (i) increase the rate of or change the time for payment of interest on the
Securities, (ii) increase the principal of, advance the final maturity date of or shorten
the Weighted Average Life to Maturity of the Securities, (iii) alter the redemption
provisions or the price or terms at which the Issuer is required to offer to purchase the
Securities in a manner materially adverse to the holders of Senior Securities, or (iv) amend
the provisions of this Indenture that relate to subordination in a manner materially adverse
to the holders of Senior Securities



               It shall not be necessary for the consent of the Holders under this Section 9.02 to approve
the particular form of any proposed amendment, but it shall be sufficient if such consent approves
the substance thereof.



               After an amendment under this Section 9.02 becomes effective, the Issuer shall mail (or
otherwise deliver in accordance with applicable Euroclear and Clearstream procedures) to the
Holders a notice briefly describing such amendment. However, the failure to give such notice to all
Holders entitled to receive such notice, or any defect therein, shall not impair or affect the
validity of the amendment under this Section 9.02.



               SECTION 9.03. Notification of Stock Exchange. The Issuer shall, for so long as the
Securities are listed on the Irish Stock Exchange and admitted to trading on the Alternative
Securities Market thereof, to the extent required by the guidelines of the Irish Stock Exchange,
(i) inform the Irish Stock Exchange of any amendments, supplements and



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waivers pursuant to Sections
9.01 and 9.02 and provide, if necessary, a supplement to the Offering Circular setting forth
reasonable details in connection with any such amendments, supplements or waivers and (ii) deliver
notice of any amendment, supplement and waiver to the Companies Announcement Office in Dublin.




          SECTION 9.04. Revocation and Effect of Consents and Waivers. (a) A consent to an
amendment or a waiver by a Holder of a Security shall bind the Holder and every subsequent Holder
of that Security or portion of the Security that evidences the same debt as the consenting Holder’s
Security, even if notation of the consent or waiver is not made on the Security. However, any such
Holder or subsequent Holder may revoke the consent or waiver as to such Holder’s Security or
portion of the Security if the Trustee receives the notice of revocation before the date on which
the Trustee receives an Officers’ Certificate from the Issuer certifying that the requisite
principal amount of Securities have consented. After an amendment or waiver becomes effective, it
shall bind every Holder. An amendment or waiver becomes effective upon the (i) receipt by the
Issuer or the Trustee of consents by the Holders of the requisite principal amount of Securities,
(ii) satisfaction of conditions to effectiveness as set forth in Section 13.03 and any indenture
supplemental hereto containing such amendment or waiver and (iii) execution of such amendment or
waiver (or supplemental indenture) by the Issuer and the Trustee.



          (b) The Issuer may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders entitled to give their consent or take any other action described above or
required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then
notwithstanding clause (a) of this Section 9.04, those Persons who were Holders at such record date
(or their duly designated proxies), and only those Persons, shall be entitled to give such consent
or to revoke any consent previously given or to take any such action, whether or not such Persons
continue to be Holders after such record date. No such consent shall be valid or effective for
more than 120 days after such record date.



          SECTION 9.05. Notation on or Exchange of Securities. If an amendment, supplement or
waiver changes the terms of a Security, the Issuer may require the Holder of the Security to
deliver it to the Trustee. The Trustee may place an appropriate notation on the Security regarding
the changed terms and return it to the Holder. Alternatively, if the Issuer or the Trustee so
determines, in exchange for the Security the Issuer shall issue and the Trustee shall authenticate
a new Security that reflects the changed terms. Failure to make the appropriate notation or to
issue a new Security shall not affect the validity of such amendment, supplement or waiver.



          SECTION 9.06. Trustee to Sign Amendments. The Trustee shall sign any amendment,
supplement or waiver authorized pursuant to this Article IX if the amendment does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may
but need not sign it. In signing such amendment, the Trustee shall be entitled to receive
indemnity or security satisfactory to it and shall be provided with, and (subject to Section 7.01)
shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel
stating that such amendment, supplement or waiver is authorized or permitted by this Indenture and
that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer
and the Subordinated Guarantors, enforceable against them in accordance with its terms, subject to
customary exceptions, and complies with the provisions hereof.



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          SECTION 9.07. Payment for Consent. Neither the Issuer nor any Affiliate of the
Issuer shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or
amendment of any of the terms or provisions of this Indenture or the Securities unless such
consideration is offered to be paid to all Holders that so consent, waive or agree to amend in
the time frame set forth in solicitation documents relating to such consent, waiver or agreement.



ARTICLE X




Guarantees



          SECTION 10.01. Guarantees. (a) Subject to Article XI, the Intercreditor Agreement
and any Additional Intercreditor Agreement, each Subordinated Guarantor hereby unconditionally and
irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors
and assigns (i) the full and punctual payment of principal of and interest on the Securities when
due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary
obligations of the Issuer under this Indenture and the Securities and (ii) the full and punctual
performance within applicable grace periods of all other obligations of the Issuer under this
Indenture and the Securities (all the foregoing being hereinafter collectively called the
“Guaranteed Obligations”). Each Subordinated Guarantor further agrees that the Guaranteed
Obligations may be extended or renewed, in whole or in part, without notice or further assent from
such Subordinated Guarantor and that such Subordinated Guarantor will remain bound under this
Article X notwithstanding any extension or renewal of any Guaranteed Obligation.



          (b) Each Subordinated Guarantor waives presentation to, demand of, payment from and protest
to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for
nonpayment. Each Subordinated Guarantor waives notice of any default under the Securities or the
Guaranteed Obligations. The obligations of each Subordinated Guarantor hereunder shall not be
affected by (1) the failure of any Holder or the Trustee to assert any claim or demand or to
enforce any right or remedy against the Issuer or any other Person (including any Subordinated
Guarantor) under this Indenture, the Securities or any other agreement or otherwise; (2) any
extension or renewal of any thereof; (3) any rescission, waiver, amendment or modification of any
of the terms or provisions of this Indenture, the Securities or any other agreement; (4) the
release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of
them; (5) the failure of any Holder or the Trustee to exercise any right or remedy against any
other guarantor of the Guaranteed Obligations; or (6) except as set forth in Section 10.06, any
change in the ownership of such Subordinated Guarantor.



          (c) Each Subordinated Guarantor further agrees that its Subordinated Guarantee herein
constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of
collection) and waives any right to require that any resort be had by any Holder or the Trustee to
any security held for payment of the Guaranteed Obligations.



          (d) Each Subordinated Guarantee is, to the extent and in the manner set forth in the
Intercreditor Agreement, any Additional Intercreditor Agreement and Article XI subordinated and



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subject in right of payment to the prior payment in full of the principal of and premium, if any,
and interest on all Designated Senior Indebtedness of the Subordinated Guarantor giving such
Subordinated Guarantee and each Subordinated Guarantee is made subject to such provisions of the
Intercreditor Agreement, any Additional Intercreditor Agreement and this Indenture.




          (e) Except as expressly set forth in Sections 8.01(b), 10.02 and 10.06, the obligations of
each Subordinated Guarantor hereunder shall not be subject to any reduction, limitation, impairment
or termination for any reason, including any claim of waiver, release, surrender, alteration or
compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or
termination whatsoever or by reason of the invalidity, illegality or unenforceability of the
Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the
obligations of each Subordinated Guarantor herein shall not be discharged or impaired or otherwise
affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce
any remedy under this Indenture, the Securities or any other agreement, by any waiver or
modification of any thereof, by any default, failure or delay, willful or otherwise, in the
performance of the obligations, or by any other act or thing or omission or delay to do any other
act or thing which may or might in any manner or to any extent vary the risk of such Subordinated
Guarantor or would otherwise operate as a discharge of such Subordinated Guarantor as a matter of
law or equity.



          (f) Each Subordinated Guarantor further agrees that its Guarantee herein shall continue to be
effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of
principal of or interest on any Obligation is rescinded or must otherwise be restored by any Holder
or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise.



          (g) In furtherance of the foregoing and not in limitation of any other right which any Holder
or the Trustee has at law or in equity against any Subordinated Guarantor by virtue hereof, upon
the failure of the Issuer to pay the principal of or interest on any Guaranteed Obligation when and
as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or
to perform or comply with any other Guaranteed Obligation, each Subordinated Guarantor hereby
promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be
paid, in cash, to the Holders or the Trustee an amount equal to the sum of (A) the unpaid amount of
such Guaranteed Obligations, (B) accrued and unpaid interest on such Guaranteed Obligations (but
only to the extent not prohibited by law) and (C) all other monetary Guaranteed Obligations of the
Issuer to the Holders and the Trustee.



          (h) Each Subordinated Guarantor agrees that it shall not be entitled to any right of
subrogation in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all
Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as
provided in Article XI. Each Subordinated Guarantor further agrees that, as between it, on the one
hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed
Obligations hereby may be accelerated as provided in Article 6 for the purposes of such
Subordinated Guarantor’s Subordinated Guarantee herein, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed
hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as
provided in Article VI, such Guaranteed Obligations (whether or not



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due and payable) shall forthwith become due and payable by such Subordinated Guarantor for the purposes of this Section
10.01.




          (i) Each Subordinated Guarantor also agrees to pay any and all costs and expenses (including
reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under
this Section.



          SECTION 10.02. Limitation on Liability. Any term or provision of this Indenture to
the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed
hereunder by any Subordinated Guarantor shall not exceed the maximum amount that can be hereby
guaranteed without rendering this Indenture, as it relates to such Subordinated Guarantor, voidable
under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws
affecting the rights of creditors generally.



          SECTION 10.03. Successors and Assigns. This Article X shall be binding upon each
Subordinated Guarantor and its successors and assigns and shall enure to the benefit of the
successors and assigns of the Trustee and the Holders and, in the event of any transfer or
assignment of rights by any Holder or the Trustee, the rights and privileges conferred upon that
party in this Indenture and in the Securities shall automatically extend to and be vested in such
transferee or assignee, all subject to the terms and conditions of this Indenture.



          SECTION 10.04. No Waiver. Neither a failure nor a delay on the part of either the
Trustee or the Holders in exercising any right, power or privilege under this Article X shall
operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or
further exercise of any right, power or privilege. The rights, remedies and benefits of the
Trustee and the Holders herein expressly specified are cumulative and not exclusive of any other
rights, remedies or benefits which either may have under this Article X at law, in equity, by
statute or otherwise.



          SECTION 10.05. Modification. No modification, amendment or waiver of any provision
of this Article X, nor the consent to any departure by any Subordinated Guarantor therefrom, shall
in any event be effective unless the same shall be in writing and signed by the Trustee, and then
such waiver or consent shall be effective only in the specific instance and for the purpose for
which given. No notice to or demand on any Subordinated Guarantor in any case shall entitle such
Subordinated Guarantor to any other or further notice or demand in the same, similar or other
circumstances.



          SECTION 10.06. Release of Subordinated Guarantor. Subject to the Intercreditor
Agreement and any Additional Intercreditor Agreement, a Subordinated Guarantor shall be
automatically released from its obligations under this Article X:



          (a) upon the sale, disposition, exchange or other transfer (including through merger,
consolidation or otherwise) of the Capital Stock (including any sale, disposition or other



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transfer following which the Subordinated Guarantor is no longer a Restricted Subsidiary) of the
Subordinated Guarantor if such sale, disposition, exchange or other transfer is made in compliance
with, and the release is otherwise in compliance with, Section 4.06 and Section 5.01 and the
Intercreditor Agreement (including following a default under the Credit Agreement or a default
under any other Indebtedness secured by the Collateral, pursuant to an Enforcement Action complying
with the requirements of Intercreditor Agreement whereby the sale is made pursuant to a public
auction or an internationally recognized investment bank selected by the Representative for the
Designated Senior Indebtedness has delivered an opinion that the price of the sale or other
disposal of the Capital Stock of Subordinated Guarantor is fair from a financial point of view
after taking into account all relevant circumstances and the proceeds of such sale are in cash (or
substantially in cash) and are applied in accordance with the Intercreditor Agreement);




          (b) upon the designation of such Subordinated Guarantor as an Unrestricted Subsidiary in
accordance with Section 4.04 and the definition of “Unrestricted Subsidiary”;



          (c) upon the release or discharge of such Subordinated Guarantor from the guarantee of
Indebtedness of the Issuer, Holdings I or any Restricted Subsidiary or the repayment of the
Indebtedness (except in each case a discharge or release by or as a result of payment under such
guarantee) that in either case resulted in the obligation to guarantee the Securities under Section
4.11 if such Subordinated Guarantor would not then otherwise be required to guarantee the
Securities under this Indenture; provided that, if such Person has incurred any Indebtedness or
issued any Disqualified Stock in reliance on its status as a Subordinated Guarantor under Section
4.03, such Subordinated Guarantor’s obligations under such Indebtedness or Disqualified Stock, as
the case may be, so Incurred are satisfied in full and discharged or are otherwise permitted to be
Incurred under Section 4.03;



          (d) upon defeasance of the Securities pursuant to Article VIII; or



          (e) upon the full satisfaction of the Issuer’s obligations under this Indenture pursuant to
Section 8.01(a) or otherwise in accordance with the terms of this Indenture.



          Upon the occurrence of any release specified in this Section 10.06, the Trustee shall, at the
instruction of and at the cost to the Issuer, execute any documents reasonably required in order to
evidence such release.



          In the event that a Subordinated Guarantor is released from its obligations under a
Subordinated Guarantee at a time when the Securities are listed on the Irish Stock Exchange and
admitted to trading on the Alternative Securities Market thereof, the Issuer shall, to the extent
the rules of the Irish Stock Exchange so require, notify the Irish Stock Exchange.



ARTICLE XI




Subordination




          SECTION 11.01. Agreement to Subordinate. The Issuer and each of the Subordinated
Guarantors agrees, and each Holder by accepting a Security agrees, that the Indebtedness evidenced
by the Securities and such Subordinated Guarantor’s Subordinated



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Guarantee is subordinated in right
of payment, to the extent and in the manner provided in this Article XI, the Intercreditor
Agreement and any additional Intercreditor Agreement, to the prior payment in full when due of all
Senior Indebtedness of the Issuer and all Senior Indebtedness and Senior Subordinated Indebtedness
of such Subordinated Guarantor (including, without limitation, Designated Senior Indebtedness), as
the case may be, and that the subordination is for the benefit of and enforceable by the holders of
such Senior Indebtedness and Senior Subordinated Indebtedness.




          SECTION 11.02. Subordination on Insolvency. (a) Upon any payment or distribution of
the assets of the Issuer to creditors upon a total or partial liquidation or a total or partial
dissolution of the Issuer or in a bankruptcy, reorganization, insolvency, receivership or similar
proceeding relating to the Issuer or its property:




     (1) holders of Senior Indebtedness of the Issuer (including the Senior
Securities) shall be entitled to receive payment in full of such Senior
Indebtedness before Holders shall be entitled to receive any payment of
principal of or interest on the Securities; and




     (2) until the Senior Indebtedness of the Issuer is paid in full, any
payment or distribution to which Holders would be entitled but for this
Section 11.02 (other than payments in respect of a Subordinated Guarantee)
shall be made to holders of such Senior Indebtedness or their respective
Representatives.



          (b) Upon any payment or distribution of the assets of a Subordinated Guarantor to creditors
upon a total or partial liquidation or a total or partial dissolution of such Subordinated
Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding
relating to such Subordinated Guarantor or its property:




     (1) holders of Senior Indebtedness and Senior Subordinated Indebtedness
(including any guarantees of the Senior Securities) of a Subordinated
Guarantor shall be entitled to receive payment in full of such Senior
Indebtedness and Senior Subordinated Indebtedness before Holders of the
Securities shall be entitled to receive any payment in respect of any such
Subordinated Guarantee, except that Holders of the Securities may receive
Permitted Junior Securities;




     (2) the trustee in any bankruptcy, liquidator, administrator, receiver
or similar person distributing assets of a Subordinated Guarantor shall be
required to turnover any amounts due and unpaid in respect of any
Subordinated Guarantee in accordance with Section 11.05; and




     (3) the Trustee and any Holders of the Securities receiving a payment or
distribution by reason of a proceeding referred to in this Section 11.02(b)
shall be required to turnover an amount equal to any such payment or
distribution received in respect of such Subordinated Guarantee in accordance
with Section 11.05.



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          (c) This Section 11.02 shall not apply to payments from money or European Government
Obligations deposited or with the Trustee, as applicable, for the payment of principal of and
interest on, the Securities pursuant to Section 8.01 if the provisions of this Section 11.02 were
not violated at the time the applicable amounts were deposited or with the Trustee, as applicable.



          SECTION 11.03. Limitation on Enforcement. (a) No Enforcement Action shall be taken
in respect of the Securities (including the Senior Subordinated Notes Proceeds Loans), the
Subordinated Guarantees or the Security Interests in the Collateral securing the Securities, unless
and until:




     (1) an Event of Default on the Securities has occurred (the date on
which written notice has been given by the Trustee to each Designated Senior Agent of such Event of Default, the “Notice Date”), such Event of
Default is continuing and the Standstill Period has expired;




     (2) the creditors under any Designated Senior Indebtedness have (i)
accelerated the amounts owed by an obligor under Designated Senior
Indebtedness or (ii) demanded payment under any guarantee of the Obligations
under such Designated Senior Indebtedness or (iii) taken any action to
enforce any security interest or lien securing obligations under such
Designated Senior Indebtedness with a view to realization of such security
interest or lien (which shall not include any action to perfect such security
interest or lien);




     (3) a court or other relevant body has made an order for the
liquidation, moratorium of payments, bankruptcy, insolvent reorganization,
insolvency, examination, administration, receivership (or other similar
event) of a Subordinated Guarantor (or all or substantially all of its
properties) or the shareholders or board of directors of a Subordinated
Guarantor have passed a resolution (other than at the request or direction of
the Trustee or Holders) for the liquidation, dissolution or winding-up of
such Subordinated Guarantor that results in the appointment of a liquidator,
administrator, examiner, receiver, trustee in bankruptcy or other similar
official in relation to such Subordinated Guarantor;




     (4) there is a failure to repay the Securities at Stated Maturity; or




     (5) in relation to (i) Designated Senior Indebtedness incurred under the
Credit Agreement as in effect on the Issue Date, the Senior Majority Lenders
(as such term is defined in the Intercreditor Agreement), (ii) Designated
Senior Indebtedness incurred under the indenture governing the Senior
Securities as in effect on the Issue Date, the trustee or security agent for
the Senior Securities, or (iii) other Designated Senior Indebtedness, such
class of holders of such Designated Senior Indebtedness as is designated by
the Issuer for these purposes, have given their prior consent to the taking
of such Enforcement Action.



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          SECTION 11.04. Default on Senior Indebtedness. (a) Subject to any payments under the
Securities or Subordinated Guarantees that are permitted under Section 11.03, prior to the date
that the obligations under Designated Senior Indebtedness are discharged, the Issuer and the
Subordinated Guarantors shall not make any payment in respect of the Securities (including under
the Senior Subordinated Notes Proceeds Loans) or the Subordinated Guarantees, as the case may be,
unless:




     (1) on the date falling 2 days prior to the date of payment there is no
outstanding payment default on Designated Senior Indebtedness and no
outstanding Payment Blockage Notice; and




     (2) such payment is permitted in respect of the Securities under the
Intercreditor Agreement.




          (b) If an event of default (other than a payment event of default) occurs and is continuing
under Designated Senior Indebtedness, the Representative of any such Designated Senior Indebtedness
may, within 45 days of the occurrence of any such event of default, serve a written notice (a
“Payment Blockage Notice”) on the Trustee. A Payment Blockage Notice shall be outstanding from the
date of service of the same to the earlier to occur of:




     (1) the date on which the event of default in respect of which such
Payment Blockage Notice is served is cured or waived;




     (2) the date on which the Representative of any Designated Senior
Indebtedness notifies the Trustee that the Payment Blockage Notice is
cancelled;




     (3) the date that the obligations under the relevant Designated Senior
Indebtedness are discharged;




     (4) the date that is 179 days after the service of such Payment Blockage
Notice;




     (5) the expiry of any Standstill Period in existence at the date of
service of the Payment Blockage Notice; and




     (6) the date on which the Trustee on behalf of the Holders takes any
Enforcement Action permitted under this Indenture and the Intercreditor
Agreement.



          (c) Subject to the Intercreditor Agreement, only one Payment Blockage Notice may be served in
any consecutive 360-day period, only one Payment Blockage Notice may be served in respect of any
one event of default and no Payment Blockage Notice may be issued in respect of an event of default
which is outstanding as at the time at which an earlier Payment Blockage Notice was issued.



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          SECTION 11.05. When Distribution Must Be Paid Over. (a) If at any time on or before
the date that the obligations under Designated Senior Indebtedness are discharged, the Trustee
receives or recovers a payment or distribution of, or on account of:




     (1) any Enforcement Action against a Subordinated Guarantor or with
respect to the Security Interests in contravention of the Intercreditor
Agreement;




     (2) the Securities as a result of the Issuer receiving or recovering an
amount from a Subordinated Guarantor or under the Senior Subordinated Notes
Proceeds Loan in contravention of the Intercreditor Agreement; or




     (3) any set-off in respect of the Subordinated Guarantees which is
prohibited by the Intercreditor Agreement,


it shall hold such amounts for the creditors under such Designated Senior Indebtedness and pay such
amount to the security trustee acting for such creditors under the Intercreditor Agreement for
application in the following order:




     FIRST, in or towards payment to the Representatives of Designated Senior Indebtedness (other
than the Senior Securities and the guarantees of the Senior Securities) for application towards the
obligations under Designated Senior Indebtedness (other than the Senior Securities and the
guarantees of the Senior Securities) in accordance with the Intercreditor Agreement applicable to
the holders of such Designated Senior Indebtedness, and to the trustee for the Senior Securities
and the Trustee for application towards amounts specified in the Intercreditor Agreement owed to
them which are then due, all such amounts to be payable to the Representatives of Designated Senior
Indebtedness (other than the Senior Securities and the guarantees of the Senior Securities) and
the Trustee on a pari passu basis; and



     SECOND, after discharge in full of the Obligations under Designated Senior Indebtedness (other
than the Senior Securities and the guarantees of the Senior Securities), any surplus shall be paid
to (a) the trustee for the Senior Securities if such payment can be lawfully made and the Senior
Securities are then outstanding and (b) the Trustee if such payment can be lawfully made and the
Securities are then outstanding, to be applied by them in the order as set forth in Section
11.05(b), or otherwise, shall be paid to the Issuer, Holdings or Holdings I or the relevant
Subsidiary,



provided that the Trustee shall only have an obligation to turn-over or repay amounts received or
recovered by it if (i) it had actual knowledge that the receipt or recovery was an amount received
in breach of the Intercreditor Agreement and (ii) to the extent that, prior to receiving that
knowledge, it has not distributed such amount to the Holders in accordance with this Indenture.



          (b) Prior to the full and irrevocable discharge or defeasance of the Securities, all
recoveries, payments or distributions received by the Trustee or creditors under the Securities in
respect of (i) Enforcement Action relating to the Securities, the Senior Subordinated Notes
Proceeds Loan, the Subordinated Guarantees or the Security Interests, (ii) recoveries, payments or
distributions in contravention of Sections 11.03 and 11.04 and (iii) the surplus following payment



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of Designated Senior Indebtedness (other than the Senior Securities and the guarantees of the
Senior Securities) or other amounts received under the preceding paragraph and not required to be
paid to or for the creditors of such Designated Senior Indebtedness, in each case after deducting
the costs, liabilities and expenses, if any, reasonably incurred in recovering or receiving that
amount, shall be promptly paid to the trustee for the Senior Securities (and pending that payment,
shall be held for the trustee for the Senior Securities) for application as set forth below:




     FIRST, in or towards payment of unpaid remuneration, fees, costs and expenses (including
interest thereon recoverable under the relevant security documents) incurred by or owed to the
security agent and trustee for the Senior Securities and the Security Agent and Trustee (and any
receiver, advisor or agent appointed by any of them);



     SECOND, in or towards payment to the trustee for the Senior Securities for application towards
unpaid and outstanding amounts under the Senior Securities;



     THIRD, in or towards payment to the Trustee for the Securities for application towards unpaid
and outstanding amounts under the Securities; and



     FOURTH, in payment of the surplus (if any) to the Issuer for the account of the Issuer and the
relevant Subordinated Guarantors.



          SECTION 11.06. Subrogation. If any Designated Senior Indebtedness is wholly or
partially paid out of any proceeds received in respect or on account of the Obligations under the
Securities, the Holders of the Securities shall to that extent be subrogated to the rights of the
holders of the Designated Senior Indebtedness so paid, including all security interests and
guarantees for that Designated Senior Indebtedness, but the Holders of the Securities shall not
exercise those subrogation rights on or before the date that the obligations under Designated
Senior Indebtedness are discharged without the prior consent of the Representative of such
Designated Senior Indebtedness.



          SECTION 11.07. Relative Rights. This Article XI defines the relative rights of
Holders and holders of Senior Indebtedness of the Issuer and Senior Indebtedness and Senior
Subordinated Indebtedness of any Subordinated Guarantor. Subject to any express provisions in this
Indenture to the contrary (including the provisions of Article X and XI), nothing in this Indenture
shall:




     (1) impair, as between the Issuer and any Subordinated Guarantor, on the
one hand, and the Holders, on the other hand, the obligation of the Issuer
and any such Subordinated Guarantor, which is absolute and unconditional, to
pay amounts due under the Securities and such Subordinated Guarantor’s
Subordinated Guarantee in accordance with its terms; or




     (2) prevent the Trustee or any Holder from exercising its available
remedies upon a default by the Issuer under the Securities or any such



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Subordinated Guarantor under its Subordinated Guarantee, subject to the
rights of holders of Senior Indebtedness of the Issuer or Senior Indebtedness
and Senior Subordinated Indebtedness of any such Subordinated Guarantor to
receive distributions otherwise payable to Holders.



          SECTION 11.08. Subordination May Not Be Impaired. No right of any holder of Senior
Indebtedness of the Issuer or Senior Indebtedness and Senior Subordinated Indebtedness of any
Subordinated Guarantor to enforce the subordination of the Indebtedness evidenced by the Securities
and the Subordinated Guarantees shall be impaired by any act or failure to act by the Issuer on any
Subordinated Guarantor or by its failure to comply with this Indenture.



          SECTION 11.09. Rights of Trustee and Paying Agent. The Trustee and any agent of the
Issuer or Senior Indebtedness and Senior Subordinated Indebtedness of any Subordinated Guarantor or
the Trustee in its individual or any other capacity shall be entitled to hold Senior Indebtedness
of the Issuer or any Subordinated Guarantor with the same rights it would have if it were not the
Trustee or any agent of the Issuer or any Subordinated Guarantor or the Trustee. The Registrar and
the Paying Agent shall be entitled to do the same with like rights. The Trustee and any agent of
the Issuer or any Subordinated Guarantor or the Trustee shall be entitled to all the rights set
forth in this Article XI with respect to any Senior Indebtedness of the Issuer or Senior
Indebtedness and Senior Subordinated Indebtedness of any Subordinated Guarantor which may at any
time be held by it, to the same extent as any other holder of such Senior Indebtedness or Senior
Subordinated Indebtedness and nothing in Article VII shall deprive the Trustee and any agent of the
Issuer or any Subordinated Guarantor or the Trustee of any of its rights as such holder. Nothing
in this Article XI shall apply to claims of, or payments to, the Trustee under or pursuant to
Section 7.06.



          SECTION 11.10. Distribution or Notice to Representative. Whenever any Person is to
make a distribution or give a notice to holders of Senior Indebtedness of the Issuer or Senior
Indebtedness and Senior Subordinated Indebtedness of any Subordinated any Guarantor, such Person
shall be entitled to make such distribution or give such notice to their Representative (if any).



          SECTION 11.11. Article XI Not To Prevent Events of Default. The failure to make a
payment pursuant to the Securities or a Subordinated Guarantee by reason of any provision in this
Article XI shall not be construed as preventing the occurrence of a Default.



          SECTION 11.12. Trustee To Effectuate Subordination. Each Holder by accepting a
Security authorizes and directs the Trustee on its behalf to take such action as may be necessary
or appropriate to acknowledge or effectuate the subordination between the Holders and the holders
of Senior Indebtedness of the Issuer or Senior Indebtedness and Senior Subordinated Indebtedness of
any Subordinated Guarantor as provided in the



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Intercreditor Agreement and this Article XI and
appoints the Trustee as attorney-in-fact for any and all such purposes.




          SECTION 11.13. Trustee Not Fiduciary. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Indebtedness of the Issuer or Senior Indebtedness and
Senior Subordinated Indebtedness of any Subordinated Guarantor and shall not be liable to any such
holders if it shall in good faith mistakenly pay over or distribute to Holders or the Issuer or any
Subordinated Guarantor or any other Person, money or assets to which any holders of such Senior
Indebtedness or Senior Subordinated Indebtedness shall be entitled by virtue of this Article XI or
otherwise.




          SECTION 11.14. Reliance by Holders of Senior Indebtedness on Subordination
Provisions. Each Holder by accepting a Security acknowledges and agrees that the foregoing
provisions of this Article XI are, and are intended to be, an inducement and a consideration to
each holder of Senior Indebtedness of the Issuer or Senior Indebtedness and Senior Subordinated
Indebtedness of any Subordinated Guarantor, whether such Senior Indebtedness was created or
acquired before or after the issuance of the Securities, to acquire and continue to hold, or to
continue to hold, such Senior Indebtedness or Senior Subordinated Indebtedness or Senior
Subordinated Indebtedness and such holder of Senior Indebtedness shall be deemed conclusively
to have relied on such provisions in acquiring and continuing to hold, or in continuing to hold,
such Senior Indebtedness or Senior Subordinated Indebtedness.




ARTICLE XII




Collateral and Security Documents




          SECTION 12.01. Collateral and Security Documents. (a) To secure the full and
punctual payment when due and the full and punctual performance of the Obligations of the parties
hereto, Holdings, the Issuer and the Security Agent have entered into the Security Documents and
may enter into additional Security Documents.




          (b) The relative priority among (i) the lenders and counterparties under First Priority Lien
Obligations, (ii) the Trustee and the Holders under this Indenture with respect to the Security
Interest in the Collateral that is created by the Security Documents and secures obligations under
the Securities, this Indenture and the Subordinated Guarantees, the Additional Securities and any
Subordinated Guarantees in respect of any Additional Securities and (iii) the Trustee and the
Holders under the indenture governing the Senior Securities is established by the terms of the
Intercreditor Agreement, any Additional Intercreditor Agreement this Indenture, any indenture
governing the Additional Securities the indenture governing the Senior Securities, the Security
Documents, the security documents relating to the Senior Securities and the Credit Agreement, which
provide that the First Priority Lien Obligations are secured by a first priority interest in the
Collateral, the obligations under the Senior Securities are secured by a second-priority interest
in the Collateral, and the obligations under the Securities and any Additional Securities are
secured by a third-priority interest in the Collateral.





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          (c) The Trustee for the Securities has, and by accepting a Security, each Holder
thereof will be deemed to have: (1) irrevocably appointed the Security Agent to act as its agent
and trustee under the Security Documents and the other relevant documents to which it is a party;
and (2) irrevocably authorized the Security Agent to (i) perform the duties and exercise the
rights, powers and discretions that are specifically given to it under the Security Documents or
other documents to which it is a party, together with any other incidental rights, power and
discretions; and (ii) execute each document expressed to be executed by the Security Agent on its
behalf.




          (d) The Trustee shall become party to the Intercreditor Agreement and by accepting a
Security, each Holder thereof shall be deemed to have irrevocably authorized the Trustee to perform
the duties and exercise the rights, powers and discretions that are specifically given to it under
the Intercreditor Agreement.




          (e) The Security Agent shall become party to the Intercreditor Agreement and by accepting a
Security, each Holder thereof shall be deemed to have irrevocably authorized the Security Agent to
perform the duties and exercise the rights, powers and discretions that are specifically given to
it under the Intercreditor Agreement.




          SECTION 12.02. Recording; Certificates and Opinions. The Issuer shall do or cause to
be done, at its own expense, all acts and things reasonably required, or which the Security Agent
from time to time may request to assure and confirm that the Security Agent holds, for the benefit
of the Senior Creditors, duly created, enforceable and perfected Liens as contemplated by this
Indenture and the Security Documents, with the priority contemplated by this Indenture and the
Security Documents, so as to render the same available for the security and benefit of this
Indenture and the Securities, according to the intent and purposes therein expressed.




          SECTION 12.03. Suits To Protect the Collateral. Subject to the provisions of the
Security Documents, this Indenture and the Intercreditor Agreement (or, if applicable, any
Additional Intercreditor Agreement), the Trustee and the Security Agent shall have power to
institute and to maintain such suits and proceedings as either of them may deem expedient to
prevent any impairment of the Collateral by any acts which may be unlawful or in violation of any
of the Security Documents, this Indenture or the Intercreditor Agreement (or, if applicable, any
Additional Intercreditor Agreement), and such suits and proceedings as the Trustee or the Security
Agent, in their sole discretion, may deem expedient to preserve or protect their interests and the
interests of the Holders, the Trustee and the Security Agent in the Collateral (including power to
institute and maintain suits or proceedings to restrain the enforcement of or compliance with any
legislative or other governmental enactment, rule or order that may be unconstitutional, ultra
vires or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order
would impair the lien on the Collateral or be prejudicial to the interests of the Holders, the
Trustee or the Security Agent).





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          SECTION 12.04. Enforcement of Collateral. This Indenture and the Security Documents
shall be subject to the Intercreditor Agreement (and any Additional Intercreditor Agreement).




          SECTION 12.05. Determinations Relating to Collateral. Subject to the Intercreditor
Agreement (and, if applicable, any Additional Intercreditor Agreement), in the event
(i) the Trustee shall receive any written request from the Issuer, Rank Group Holdings
Limited, Holdings I or the Security Agent under any Security Document for consent or approval with
respect to any matter or thing relating to any Collateral or the Issuer’s obligations with respect
thereto or (ii) there shall be due to or from the Trustee or the Security Agent under the
provisions of any Security Document any material performance or the delivery of any material
instrument or (iii) the Trustee shall become aware of any material nonperformance by the Issuer of
any covenant or any material breach of any representation or warranty of the Issuer set forth in
any Security Document, then, in each such event, the Trustee shall be entitled to hire, at the sole
reasonable cost and expense of the Issuer, experts, consultants, agents and attorneys to advise the
Trustee on the manner in which the Trustee should respond, or direct the Security Agent to respond
to such request or render any requested performance or response to such nonperformance or breach.
The Trustee shall be fully protected in accordance with Article VII hereof in the taking (or not
taking) of any action recommended or approved by any such expert, consultant, agent or attorney and
by indemnification or other security provided in accordance with Section 6.05 and other sections of
this Indenture if such action is agreed to by Holders of a majority in principal amount of
outstanding Securities pursuant to Section 6.05.




          SECTION 12.06. Release of Collateral. (a) Subject to the Intercreditor Agreement,
the Security Interests in the Collateral shall be released:





     (i) upon payment in full of principal, interest and all other Obligations on the
Securities issued under this Indenture or discharge or defeasance thereof;




     (ii) the Trustee or Security Agent, acting on the instructions of the Holders of
more than 50% in aggregate principal amount of the Securities then outstanding has
approved the release; or




     (iii) as permitted under the Intercreditor Agreement or any Additional
Intercreditor Agreement.



          (b) In order to secure new Indebtedness (where such Indebtedness is permitted under this
Indenture and the Lien securing such Indebtedness is a Permitted Collateral Lien that is entitled
to rank equal with, in priority to or behind the Security Interests on the Collateral), on the date
on which such new Indebtedness is incurred, and subject to no Default having occurred and being
continuing, the Security Agent is authorized by the Trustee and the Holders to (at the request of
the Issuer or Holdings) release the security interests in the Collateral and will, simultaneously
with the grant of Liens in respect of the new Indebtedness, retake such security interests in the






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Collateral; provided that all holders of Liens on behalf of other Indebtedness or obligations
secured by such Collateral concurrently release and (and if applicable) retake the security
interests in the same manner; provided, further, that following such release and retaking the
security interests in the Collateral are not subject to any new hardening period or limitation
(excluding any such hardening period or limitation that existed prior to such release and retaking)
which is not also applicable to the Lien granted in favor of the new Indebtedness and any such
other Indebtedness or obligations (it being understood that the new Indebtedness and such other
Indebtedness and obligations may be subject to longer or more onerous hardening periods or
limitations) or the Trustee shall have received a solvency opinion.




          (c) The Security Agent is authorized by the Trustee and the Holders to release the pledges by
Holdings over the capital stock of Holdings I in connection with the substantially concurrent
transfer by Holdings of the capital stock of Holdings I to Midco; provided that (a) Midco is a
corporation, partnership or limited liability company organized or existing under the laws of any
member state of the European Union on January 1, 2004, the United States, the District of Columbia,
or any state or territory thereof or New Zealand; (b) Midco expressly assumes all the obligations
of Holdings under this Indenture, the Security Documents, the Intercreditor Agreement and Holdings’
Subordinated Guarantee pursuant to a supplemental indenture or other documents or instruments in
form reasonably satisfactory to the Trustee; (c) immediately after giving effect to such
transaction on a pro forma basis (and treating any Indebtedness which becomes an obligation of
Midco as a result of such transaction as having been Incurred by Midco at the time of such
transaction), no Default shall have occurred and be continuing and the Issuer would be able to
Incur an additional €1.00 of Indebtedness pursuant to Section 4.03(a); (d) Holdings shall have
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such
transfer and such supplemental indenture and Security Documents comply with this Indenture (and in
giving such opinion such counsel may rely on an Officers’ Certificate as to any matters of fact);
and (e) Holdings delivers to the Trustee a resolution adopted in good faith by the majority of the
Board of Directors of Holdings approving such transaction and set forth in an Officers’ Certificate
certifying that such transaction complies with the requirements of this paragraph; provided,
further, that all holders of Liens on behalf of other Indebtedness or obligations secured by the
pledges by Holdings over the capital stock of Holdings I concurrently release such pledges;
provided, further, that following such release of pledges and grant of new security, the security
interests in the capital stock of Holdings I are not subject to any new hardening period or
limitation (excluding any such hardening period or limitation that existed prior to such release
and grant of security) which is not also applicable to the Liens granted in favor of such other
Indebtedness or obligations (it being understood that such other Indebtedness and obligations may
be subject to longer or more onerous hardening periods or limitations) or the Trustee shall have
received a solvency opinion.




          (d) Upon certification by the Issuer, the Trustee and the Security Agent shall take all
necessary actions, including the granting of releases or waivers under the Intercreditor Agreement,
to effectuate any release in accordance with these provisions, subject to customary protections and
indemnifications. The Security Agent and/or the Trustee, at the instruction of and at the cost to
the Issuer (as applicable), will agree to any release of the Liens on the Collateral created by the
Security Documents that is in accordance with this Indenture and the Intercreditor Agreement
without requiring any consent of the Holders.





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          SECTION 12.07. Notices. The Issuer and the Security Agent shall cause any notices
delivered by such parties pursuant to the Security Documents to be delivered to the Trustee
concurrently.




          SECTION 12.08. Security Agent. The Security Agent shall be appointed and its rights
and obligations shall be governed by the Intercreditor Agreement any Additional Intercreditor
Agreement, the Security Documents and Article XII hereof.




ARTICLE XIII




Miscellaneous



          SECTION 13.01. [Reserved]




          SECTION 13.02. Notices. (a) Any notice or communication required or permitted
hereunder shall be in writing and delivered in person, via facsimile or mailed by first-class mail
addressed as follows:



if to the Issuer, Holdings I or a Subordinated Guarantor:



Beverage Packaging Holdings (Luxembourg) II S.A.,

c/o Rank Group Limited,

Level 9, 148 Quay Street,

Auckland, New Zealand,

Attention: Group Legal Counsel

Facsimile: 64 9 366 6263



if to the Trustee, Principal Paying Agent, Transfer Agent or Registrar:



c/o The Bank of New York

One Canada Square

London E14 5AL

United Kingdom

Attention of: Corporate Trust Administration

Facsimile: 44 0207 964 6399



if to the Security Agent:



c/o Credit Suisse

One Cabot Square

London E14 4QJ

United Kingdom

Attention: Loans Agency — Desmond Yeo






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The Issuer, any Subordinated Guarantor, the Trustee, the Security Agent, and the Transfer Agent,
Registrar and Principal Paying Agent, by notice to the other parties hereto, may designate
additional or different addresses for subsequent notices or communications.




          (b) Any notice or communication delivered to a Holder shall be delivered electronically or
mailed, first class mail, to the Holder at the Holder’s address as it appears on the registration
books of the Registrar and shall be sufficiently given if so delivered within the time prescribed.




          (c) Failure to deliver a notice or communication to a Holder or any defect in it shall not
affect its sufficiency with respect to other Holders. If a notice or communication is delivered in
the manner provided above, it is duly given, whether or not the addressee receives it, except that
notices to the Trustee are effective only if received.




          SECTION 13.03. Certificate and Opinion as to Conditions Precedent. Upon any request
or application by the Issuer to the Trustee to take or refrain from taking any action under this
Indenture, the Issuer shall furnish to the Trustee at the request of the Trustee:





     (a) an Officers’ Certificate in form and substance satisfactory to the Trustee stating
that, in the opinion of the signers, all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with; and




     (b) an Opinion of Counsel in form and substance satisfactory to the Trustee stating
that, in the opinion of such counsel, all such conditions precedent have been complied with.



          SECTION 13.04. Statements Required in Certificate or Opinion. Each certificate or
opinion with respect to compliance with a covenant or condition provided for in this Indenture
(other than pursuant to Section 4.09) shall include:





     (a) a statement that the individual making such certificate or opinion has read such
covenant or condition;




     (b) a brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion are based;




     (c) a statement that, in the opinion of such individual, he has made such examination
or investigation as is necessary to enable him to express an informed opinion as to whether
or not such covenant or condition has been complied with; and




     (d) a statement as to whether or not, in the opinion of such individual, such covenant
or condition has been complied with; provided, however, that with respect to matters of fact
an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public
officials.



          SECTION 13.05. When Securities Disregarded. In determining whether the Holders of
the required principal amount of Securities have concurred in any direction, waiver or consent,
Securities owned by the Issuer or Holdings I, any Subordinated Guarantor or by any






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Person directly or indirectly controlling or controlled by or under direct or indirect common control with the
Issuer, Holdings I or any Subordinated Guarantor shall be disregarded and deemed not to be
outstanding, except that, for the purpose of determining whether the Trustee shall be protected in
relying on any such direction, waiver or consent, only Securities which the Trustee knows are so
owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time
shall be considered in any such determination.




          SECTION 13.06. Rules by Trustee, Paying Agent and Registrar. The Trustee may make
reasonable rules for action by or a meeting of the Holders. The Registrar and a Paying Agent may
make reasonable rules for their functions.




          SECTION 13.07. Legal Holidays. If a payment date is not a Business Day, payment
shall be made on the next succeeding day that is a Business Day, and no interest shall accrue on
any amount that would have been otherwise payable on such payment date if it were a Business Day
for the intervening period. If a regular record date is not a Business Day, the record date shall
not be affected.




          SECTION 13.08. GOVERNING LAW. THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW. FOR THE AVOIDANCE OF DOUBT, ARTICLES 86 TO 94-8 OF THE LUXEMBOURG
LAW OF AUGUST 10, 1915 ON COMMERCIAL COMPANIES SHALL NOT BE APPLICABLE IN RESPECT OF THE SECURITIES
AND THIS INDENTURE.




          SECTION 13.09. Consent to Jurisdiction and Service. The Issuer, Holdings I and the
Subordinated Guarantors irrevocably and unconditionally (i) agree that any legal suit, action or
proceeding against the Issuer, Holdings I or any Subordinated Guarantor arising out of or based
upon this Indenture, the Securities or any Subordinated Guarantee or the transactions contemplated
hereby may be instituted in any U.S. Federal or state court in the Borough of Manhattan, The City
of New York, and courts of its own corporate domicile to the extent it is a defendant and (ii)
waive, to the fullest extent they may effectively do so, any objection which they may now or
hereafter have to the laying of venue of any such proceeding. The Issuer, Holdings I and each of
the Subordinated Guarantors have appointed CT Corporation System at 111 Eighth Avenue, New York, NY
10011, USA as their authorized agent (the “Authorized Agent”) upon whom process may be served in
any such action arising out of or based on this Indenture, the Securities or the transactions
contemplated hereby which may be instituted in any New York court, expressly consent to the
jurisdiction of any such court in respect of any such action, and waive any other requirements of
or objections to personal jurisdiction with respect thereto. The Issuer and each of the
Subordinated Guarantors represents and warrants that the Authorized Agent has agreed to act as such
agent for service of process and agrees to take any and all action, including the filing of any and
all documents and instruments, that may be necessary to continue such appointment in full force and
effect as aforesaid. Service of process upon the Authorized Agent and written notice of such
service to the Issuer, Holdings I and each of







134









 







the Subordinated Guarantors shall be deemed, in every respect, effective service of process upon the Issuer, Holdings I and each of
the Subordinated Guarantors.




          SECTION 13.10. No Recourse Against Others. No (i) director, officer, employee,
manager, incorporator or holder of any Equity Interests in the Issuer or Holdings I or any direct
or indirect parent corporation or (ii) director, officer, employee or manager of a Subordinated
Guarantor, will have any liability for any obligations of the Issuer under the Securities or this
Indenture or for any claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder of Securities by accepting a Security waives and releases all such
liability. The waiver and release are part of the consideration for issuance of the Securities.




          SECTION 13.11. Successors. All agreements of the Issuer, Holdings I and each
Subordinated Guarantor in this Indenture and the Securities shall bind its successors. All
agreements of the Trustee, each Agent and the Security Agent in this Indenture shall bind its
successors.




          SECTION 13.12. Multiple Originals. The parties may sign any number of copies of this
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement. One signed copy is enough to prove this Indenture.




          SECTION 13.13. Table of Contents; Headings. The table of contents, cross-reference
sheet and headings of the Articles and Sections of this Indenture have been inserted for
convenience of reference only, are not intended to be considered a part hereof and shall not modify
or restrict any of the terms or provisions hereof.




          SECTION 13.14. Indenture Controls. If and to the extent that any provision of the
Securities limits, qualifies or conflicts with a provision of this Indenture, such provision of
this Indenture shall control.




          SECTION 13.15. Severability. In case any provision in this Indenture shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby and such provision shall be
ineffective only to the extent of such invalidity, illegality or unenforceability.




[Remainder of page intentionally left blank]






135









 








          IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date
first written above.




	 	 	 	 	 
	 	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II S.A.,

 	 
	 	by  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Golding 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.,

 	 
	 	by  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Golding 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	RANK GROUP HOLDINGS LIMITED,

 	 
	 	by  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Golding 	 
	 	 	Title:  	Attorney 	 
	 
	 	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.A.,

 	 
	 	by  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Golding 	 
	 	 	Title:  	Authorized Signatory 	 



136









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE BANK OF NEW YORK, as Trustee,

Principal Paying Agent, Registrar
and Transfer Agent

 	 
	 	by  	/s/ Emma Wilkes
 	 
	 	 	Name:  	Emma Wilkes 	 
	 	 	Title:  	Vice President 	 



137









 






	 	 	 	 	 



	 	 	 	 	 
	 	CREDIT SUISSE, as Security Agent,

 	 
	 	by  	/s/ ILLEGIBILE
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	 
	 	  	/s/ ILLEGIBILE

 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



138









 







POWER OF ATTORNEY



By this Power of Attorney made the 22nd day of November, 2006, we, AIB/BNY Fund Management
(Ireland) Limited (the “Appointor”), of Guild House, Guild Street, IFSC, Dublin 1, Ireland, hereby
appoint Andrew McLeod, Francesca Imbach or failing any of them, any other duly authorised officer
of The Bank of New York, as our lawful Attorney to execute and deliver on our behalf any relevant
documents in which the Appointor agrees to act as Irish Transfer Agent, Irish Listing Agent and
Irish Paying Agent for the issues by issuers to which The Bank of New York acts as any of Trustee,
Note Trustee, Security Trustee, Custodian, Realisation Agent, Agent Bank, Account Bank, Principal
Paying Agent, Paying Agent, Security Agent, Fiscal Agent, Issuing Agent, Irish Listing Agent,
Transfer Agent, Exchange Agent, Depositary, Registrar, Administrator, Collateral Administrator or
Calculation Agent.



We hereby undertake to ratify and confirm whatever the said Attorney shall lawfully do by virtue of
this Power of Attorney.



This Power of Attorney shall be governed by and construed in accordance with the laws of Ireland.



This Power of Attorney shall remain in full force and effect until cancelled, revoked or amended by
written notice received by the Appointor. Notwithstanding any revocation, cancellation or amendment
of this authorisation, any action taken by the Appointor pursuant to this authorisation, prior to
the Administrator’s actual receipt of a notice of revocation, cancellation or amendment shall not
be affected by such notice.



In witness whereof this Power of Attorney has been executed as a deed by the Appointor and is
intended to be and is hereby delivered on the 22nd of November, 2006.



/s/ [ILLEGIBLE]




Executed on behalf of

AIG/BNY Fund Management (Ireland) Limited

By: Authorised Signatory


















 






	 	 	 	 	 



APPENDIX A



PROVISIONS RELATING TO SECURITIES




          1. Definitions.




          1.1 Definitions.




          Capitalized terms used but not otherwise defined in this Appendix A shall have the meanings
assigned to them in this Indenture. For the purposes of this Appendix A the following terms shall
have the meanings indicated below:




          “Common Depositary” means The Bank of New York, its nominees and their respective successors.




          “Definitive Security” means a certificated Security (bearing the Restricted Securities Legend
if the transfer of such Security is restricted by applicable law) that does not include the Global
Securities Legend.




          “Global Securities Legend” means the legend set forth under that caption in the applicable
Exhibit to this Indenture.




          “Initial Purchaser” means Credit Suisse Securities (Europe) Limited.




          “Purchase Agreement” means (a) the Purchase Agreement dated June 22, 2007, among the Issuer,
Holdings I and the Initial Purchaser and (b) any other similar Purchase Agreement relating to
Additional Securities.




          “QIB” means a “qualified institutional buyer” as defined in Rule 144A.




          “Regulation S” means Regulation S under the Securities Act.




          “Regulation S Securities” means all Original Securities offered and sold outside the United
States in reliance on Regulation S.




          “Rule 144A” means Rule 144A under the Securities Act.




          “Rule 144A Securities” means all Original Securities offered and sold to QIBs in reliance on
Rule 144A.




          “Transfer Restricted Securities” means Definitive Securities and any other Securities that
bear or are required to bear or are subject to the Restricted Securities Legend.







 









 








          1.2 Other Definitions.




	 	 	 	 
	Term:	 	Defined in Section:
	Agent Members

	 	2.1(b)
	Global Securities

	 	2.1(a)
	Regulation S Global Securities

	 	2.1(a)
	Rule 144A Global Securities

	 	2.1(a)






          2. The Securities.




          2.1 (a) Form and Dating; Global Securities. The Securities shall be offered and sold
by the Issuer pursuant to a Purchase Agreement. The Securities shall be resold initially only to
(i) QIBs in reliance on Rule 144A and (ii) Persons other than U.S. Persons (as defined in
Regulation S) in reliance on Regulation S. Securities may thereafter be transferred to, among
others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer
set forth herein. Securities initially resold pursuant to Rule 144A shall be issued initially in
the form of one permanent global note in fully registered form (the “Rule 144A Global Security”);
Securities initially resold pursuant to Regulation S shall be issued initially in the form of one
permanent global note in fully registered form (the “Regulation S Global Security”), in each case
without interest coupons and with the global securities legend and the applicable restricted
securities legend set forth in Exhibit A hereto, which shall be deposited on behalf of the
purchasers of the Securities represented thereby with the Common Depositary and registered in the
name of the Common Depositary or a nominee of the Common Depositary, for the accounts of Euroclear
and Clearstream, duly executed by the Issuer and authenticated by the Trustee or the authentication
agent as provided in this Indenture.




          Beneficial interests in a Regulation S Global Security may be exchanged for interests in the
Rule 144A Global Security if (1) such exchange occurs in connection with a transfer of Securities
in compliance with Rule 144A and (2) the transferor of the beneficial interest in a Regulation S
Global Security first delivers to the Registrar or a Transfer Agent a written certificate (in form
reasonably satisfactory to the Registrar or Transfer Agent) to the effect that the beneficial
interests in the Regulation S Global Security are being transferred to a Person (a) who the
transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a
QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all
applicable securities laws of the States of the United States and other jurisdictions.




          Beneficial interests in the Rule 144A Global Security may be transferred to a Person who takes
delivery in the form of an interest in a Regulation S Global Security only if the transferor first
delivers to the Registrar or a Transfer Agent a written certificate (in the form provided in this
Indenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of
Regulation S to a person who is not a U.S. person (as defined in Regulation S).




          The Rule 144A Global Security and the Regulation S Global Security are collectively referred
to herein as the “Global Securities”. The aggregate principal amount of the






2









 







Global Securities may from time to time be increased or decreased by adjustments made on the
records of the Registrar and the Common Depositary or its nominee as hereinafter provided.




          (b) Book-Entry Provisions of Securities. This Section 2.1(b) shall apply only to a
Global Security deposited with or on behalf of the Common Depositary.




          The Issuer shall execute and the Trustee or authentication agent shall, in accordance with
this Section 2.1(b), authenticate and deliver initially one Rule 144A Global Security and one
Regulation S Global Security, in each case that (a) shall be registered in the name of the Common
Depositary for such Global Security or its nominee and (b) shall be delivered by the Trustee or
authentication agent to such Common Depositary or pursuant to such Common Depositary’s
instructions.




          Members of, or participants in, Euroclear and Clearstream (“Agent Members”) shall have no
rights under this Indenture with respect to any Global Security held on their behalf by the Common
Depositary or under such Global Security, and the Issuer, the Trustee, the Security Agent and any
agent of the Issuer or the Trustee shall treat the Common Depositary or its nominee, as applicable,
as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall prevent the Issuer, the Trustee, the Security Agent or any agent of
the Issuer, the Trustee or the Security Agent from giving effect to any written certification,
proxy or other authorization furnished by Euroclear or Clearstream or impair, as between Euroclear
and Clearstream and its Agent Members, the operation of customary practices of such governing the
exercise of the rights of a holder of a beneficial interest in any Global Security.




          (c) Definitive Securities. Except as provided in this Section 2.1 or Section 2.3 or
2.4, owners of beneficial interests in Global Securities shall not be entitled to receive physical
delivery of Definitive Securities.




     2. Authentication.



          On the Issue Date, the Trustee or the authentication agent shall authenticate and deliver
€420,000,000 aggregate principal amount of Global Securities and, at any time and from time to time
thereafter, the Trustee or the authentication agent shall authenticate and deliver Additional
Securities for original issue in an aggregate principal amount specified in such order, in each
case upon a written order of the Issuer signed by an Officer of the Issuer. Such order shall
specify the amount of the Securities to be authenticated and the date on which the original issue
of Securities is to be authenticated and, in the case of an issuance of Additional Securities
pursuant to Section 2.01 of this Indenture after the Issue Date, shall certify that such issuance
is in compliance with Section 4.03 of this Indenture. The Trustee or the authentication agent
shall authenticate Additional Securities upon receipt of a written order of an Authentication Order
relating thereto.




     2.3 Transfer and Exchange.



          (a) Transfer and Exchange of Definitive Securities. When Definitive Securities are
presented to the Registrar with a request:







3









 









     (x) to register the transfer of such Definitive Securities; or




     (y) to exchange such Definitive Securities for an equal principal amount of
Definitive Securities of other authorized denominations,


the Registrar shall register the transfer or make the exchange as requested if its reasonable
requirements for such transaction are met; provided, however, that the Definitive Securities
surrendered for transfer or exchange:





     (i) shall be duly endorsed or accompanied by a written instrument of transfer in form
reasonably satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof
or its attorney duly authorized in writing; and




     (ii) if such Definitive Securities are required to bear a restricted securities legend,
they are being transferred or exchanged pursuant to an effective registration statement
under the Securities Act, pursuant to Section 2.3(b) or pursuant to clause (A), (B) or (C)
below, and are accompanied by the following additional information and documents, as
applicable:




     (A) if such Definitive Securities are being delivered to the Registrar by a
Holder for registration in the name of such Holder, without transfer, a
certification from such Holder to that effect; or




     (B) if such Definitive Securities are being transferred to the Issuer, a
certification to that effect; or




     (C) if such Definitive Securities are being transferred pursuant to an
exemption from registration in accordance with Rule 144A or Regulation S under the
Securities Act.



          (b) Restrictions on Transfer of a Definitive Security for a Beneficial Interest in a
Global Security. A Definitive Security may not be exchanged for a beneficial interest in the
Rule 144A Global Security or the Regulation S Global Security except upon satisfaction of the
requirements set forth below. Upon receipt by the Registrar of a Definitive Security, duly
endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the
Registrar, together with:





     (i) certification, in the form set forth on the reverse of the Security, that such
Definitive Security is either (A) being transferred to a QIB in accordance with Rule 144A,
or (B) being transferred outside the United States in an offshore transaction in accordance
with Rule 903 or 904 under the Securities Act to a person who is not a U.S. person (as
defined in Regulation S under the Securities Act); and




     (ii) written instructions directing the Registrar to make an adjustment on its books
and records with respect to the Rule 144A Global Security (in the case of a transfer
pursuant to clause (b)(i)(A)) or the Regulation S Global Security (in the case of a transfer
pursuant to clause (b)(i)(B)) to reflect an increase in the aggregate principal amount of
the Securities represented by the Rule 144A Global Security or the Regulation S Global



4









 





     Security, as applicable, such instructions to contain information regarding the
transferor’s account details at Euroclear or Clearstream, as applicable, to be credited with
such increase,


then the Registrar shall cancel such Definitive Security and cause, or direct the Transfer Agent to
cause, in accordance with standing instructions and procedures, the aggregate principal amount of
Securities represented by the Rule 144A Global Security or the Regulation S Global Security, as
applicable, to be increased by the aggregate principal amount of the Definitive Security to be
exchanged and shall credit or cause to be credited to the account of the Person specified in such
instructions a beneficial interest in the Rule 144A Global Security or the Regulation S Global
Security, as applicable, equal to the principal amount of the Definitive Security so canceled. If
no Rule 144A Global Security or Regulation S Global Security, as applicable, is then outstanding,
the Issuer shall issue and the Trustee shall authenticate, upon receipt of an Authentication Order,
a new Rule 144A Global Security or Regulation S Global Security, as applicable, in the appropriate
principal amount. The Registrar shall record the exchange or transfer of a Definitive Security for
an interest in a Global Security in accordance with this Section 2.3(b) in the register maintained
by it.




     (c) Transfer and Exchange of Global Securities.




     (i) The transfer and exchange of Global Securities or beneficial interests therein
shall be effected through the Common Depositary in accordance with this Indenture (including
applicable restrictions on transfer set forth herein, if any) and the procedures of the
Euroclear or Clearstream, as applicable, therefor. A transferor of a beneficial interest in
a Global Security shall deliver to the Registrar a written order, given in accordance with
Euroclear’s or Clearstream’s procedures, as applicable, containing information regarding the
participant account of Euroclear or Clearstream, as applicable, to be credited with a
beneficial interest in the Global Security. The Registrar shall, in accordance with such
instructions, instruct the Common Depositary to credit to the account of the Person
specified in such instructions a beneficial interest in the Global Security and to debit the
account of the Person making the transfer the beneficial interest in the Global Security
being transferred.




     (ii) If the proposed transfer is a transfer of a beneficial interest in one Global
Security to a beneficial interest in another Global Security, the Registrar shall reflect on
its books and records the date and an increase in the principal amount of the Global
Security to which such interest is being transferred in an amount equal to the principal
amount of the interest to be so transferred, and the Registrar shall reflect on its books
and records the date and a corresponding decrease in the principal amount of the Global
Security from which such interest is being transferred.




     (iii) Notwithstanding any other provisions of this Appendix (other than the provisions
set forth in Section 2.4), a Global Security may not be transferred as a whole except by the
Common Depositary to a nominee of the Common Depositary or a successor to the Common
Depositary.



5









 






     (iv) In the event that a Global Security is exchanged for Definitive Securities
pursuant to Section 2.4 of this Appendix A, such Securities may be exchanged only in
accordance with such procedures as are substantially consistent with the provisions of this
Section 2.3 (including the certification requirements set forth on the reverse of the
Original Securities intended to ensure that such transfers comply with Rule 144A, Regulation
S or another applicable exemption under the Securities Act, as the case may be) and such
other procedures as may from time to time be adopted by the Issuer.



          (d) Legend. The Securities shall bear the legends set forth below.




          (i) Except as permitted by the following paragraph (ii), each Security certificate evidencing
the Global Securities (and all Securities issued in exchange therefor or in substitution thereof)
shall bear a legend in substantially the following form:




          “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
“U.S. SECURITIES ACT”), OR OTHER SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES
ACT.




          THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A
“QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT (“RULE
144A”)) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION
PURSUANT TO RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT (“REGULATION S”), (2) AGREES ON
ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES THAT IT
SHALL NOT OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER, (B) FOR SO LONG
AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE U.S. SECURITIES ACT, TO A
PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER TO WHOM
NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (C) PURSUANT TO OFFERS
AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION
S, AND (3) AGREES THAT IT SHALL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE ISSUER, THE TRUSTEE, THE REGISTRAR
AND THE TRANSFER AGENT SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
CLAUSE (C) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF
REGULATION S TO REQUIRE THAT AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION
SATISFACTORY TO THE ISSUER, THE TRUSTEE, THE REGISTRAR






6









 







AND THE TRANSFER AGENT IS COMPLETED AND DELIVERED BY THE TRANSFEROR. AS USED HEREIN, THE TERMS
“OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY
REGULATION S.




          THIS SECURITY MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, U.S. PERSONS (I) AS PART OF THEIR DISTRIBUTION AT ANY TIME OR (II) OTHERWISE UNTIL 40
DAYS AFTER THE LATER OF THE DATE OF THE COMMENCEMENT OF THE OFFERING AND THE DATE OF ORIGINAL
ISSUANCE, EXCEPT IN EITHER CASE IN ACCORDANCE WITH REGULATION S (OR RULE 144A, IF AVAILABLE) UNDER
THE SECURITIES ACT.”1




          (ii) Each Definitive Security shall bear the following additional legends:




          “IN CONNECTION WITH ANY TRANSFER, THE HOLDER SHALL DELIVER TO THE REGISTRAR AND
TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY
REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.”




          (e) Cancellation or Adjustment of Global Security. At such time as all beneficial
interests in a Global Security have either been exchanged for Definitive Securities, redeemed,
repurchased or canceled, such Global Security shall be returned to the Registrar for cancellation
or retained and canceled by the Registrar. At any time prior to such cancellation, if any
beneficial interest in a Global Security is exchanged for certificated Securities, redeemed,
repurchased or canceled, the principal amount of Securities represented by such Global Security
shall be reduced and an adjustment shall be made on the books and records of the Registrar with
respect to such Global Security, by the Registrar, to reflect such reduction.




     (f) No Obligation of the Trustee, the Security Agent or the Registrar.




     (i) None of the Trustee, the Security Agent or the Registrar shall have any
responsibility or obligation to any beneficial owner of a Global Security, a member of, or a
participant in Euroclear or Clearstream, as applicable, or other Person with respect to the
accuracy of the records of Euroclear or Clearstream, as applicable, or any nominee or of any
participant or member thereof, with respect to any ownership interest in the Securities or
with respect to the delivery to any participant, member, beneficial owner or other Person
(other than the Common Depositary) of any notice (including any notice of redemption or
repurchase) or the payment of any amount, under or with respect to such Securities. All
notices and communications to be given to the Holders and all payments to be made to Holders
under the Securities shall be given or made only to or upon the order of the registered
Holders (which shall be the Common Depositary or its nominee in the case of a Global
Security). The rights of beneficial owners in any Global Security





 




			
	1	 	Applicable to Regulation S Global Securities
only.




7









 










shall be exercised only through the Common Depositary subject to the applicable rules
and procedures of Euroclear or Clearstream, as applicable. The Trustee, the Security Agent
and the Registrar may rely and shall be fully protected in relying upon information
furnished by the Common Depositary with respect to the Agent Members and any beneficial
owners.




     (ii) The Trustee, the Security Agent and the Registrar shall have no obligation or duty
to monitor, determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of any interest in
any Security (including any transfers between or among participants in Euroclear or
Clearstream, members or beneficial owners in any Global Security) other than to require
delivery of such certificates and other documentation or evidence as are expressly required
by, and to do so if and when expressly required by, the terms of this Indenture, and to
examine the same to determine substantial compliance as to form with the express
requirements hereof.



          2.4 Definitive Securities.




          (a) A Global Security deposited with the Common Depositary pursuant to Section 2.1 shall be
transferred to the beneficial owners thereof in the form of Definitive Securities in an aggregate
principal amount equal to the principal amount of such Global Security, in exchange for such Global
Security, only if such transfer complies with Section 2.3 hereof and (i) the Issuer notifies the
Trustee in writing that Euroclear or Clearstream, as applicable, acting through itself or the
Common Depositary, are unwilling or unable to continue as a clearing system in respect of such
Global Security and a successor clearing system is not appointed by the Issuer within 120 days of
such notice; (ii) Euroclear or Clearstream so request following a Default under this Indenture (in
which case such Securities may be exchanged in whole but not in part); (iii) the owner of a
book-entry interest requests such exchange in writing delivered through Euroclear or Clearstream or
the Issuer following an Event of Default under this Indenture; or (iv) the Issuer, at its option,
notifies the Trustee in writing that it elects to issue Definitive Securities.




          (b) Any Global Security that is transferable to the beneficial owners thereof pursuant to this
Section 2.4 shall be surrendered by the Common Depositary, to the Registrar located at its
principal corporate trust office, to be so transferred, in whole or from time to time in part,
without charge, and the Registrar shall authenticate and deliver, upon such transfer of each
portion of such Global Security, an equal aggregate principal amount of Definitive Securities of
authorized denominations. Any portion of a Global Security transferred pursuant to this Section
2.4 shall be executed, authenticated and delivered only in minimum denominations of €50,000 and
integral multiples of €1,000 in excess thereof and registered in such names as the Common
Depositary, shall direct. Any Definitive Security delivered in exchange for an interest in the
Transfer Restricted Security shall, except as otherwise provided by Section 2.3(d) hereof, bear the
applicable restricted securities legend and definitive securities legend set forth in Exhibit A
hereto.




          (c) Subject to the provisions of Sections 2.4(d) hereof, the registered Holder of a Global
Security shall be entitled to grant proxies and otherwise authorize any Person,






8









 







including Agent Members and Persons that may hold interests through Agent Members, to take any
action which a Holder is entitled to take under this Indenture or the Securities.




          (d) In the event of the occurrence of one of the events specified in Sections 2.4(a) or 2.4(b)
hereof, the Issuer shall promptly make available to the Registrar a reasonable supply of Definitive
Securities in definitive, fully registered form without interest coupons. In the event that such
Definitive Securities are not issued, the Issuer expressly acknowledges, with respect to the right
of any Holder to pursue a remedy pursuant to Section 6.05 of this Indenture, the right of any
beneficial owner of Securities to pursue such remedy with respect to the portion of the Global
Security that represents such beneficial owner’s Securities as if such Definitive Securities had
been issued.





9











 





EXHIBIT A




[FORM OF FACE OF ORIGINAL SECURITY]




[Global Securities Legend]



          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK
S.A./N.V., AS OPERATOR OF THE EUROCLEAR SYSTEM (“EUROCLEAR”), OR CLEARSTREAM BANKING, SOCIÉTÉ
ANONYME (“CLEARSTREAM”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF ITS AUTHORIZED NOMINEE OR SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR OR CLEARSTREAM (AND ANY
PAYMENT IS MADE TO ITS AUTHORIZED NOMINEE, OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF EUROCLEAR OR CLEARSTREAM), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, ITS AUTHORIZED
NOMINEE, HAS AN INTEREST HEREIN.



          TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF EUROCLEAR OR CLEARSTREAM OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND
TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.



[Restricted Securities Legend]




          THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
“U.S. SECURITIES ACT”), OR OTHER SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES
ACT.



          THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A
“QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT) OR (B) IT
IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION PURSUANT TO RULE 904
OF REGULATION S UNDER THE U.S. SECURITIES ACT, (2) AGREES THAT IT WILL NOT OFFER, SELL OR OTHERWISE
TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A UNDER THE U.S. SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A
“QUALIFIED INSTITUTIONAL BUYER” AS



A-1









 




2


DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR
THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A UNDER THE U.S. SECURITIES ACT, OR (C) PURSUANT TO OFFERS AND
SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S
UNDER THE U.S. SECURITIES ACT, AND (3) AGREES THAT IT SHALL GIVE TO EACH PERSON TO WHOM THIS
SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE
COMPANY, THE TRUSTEE AND THE REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR
TRANSFER PURSUANT TO CLAUSE (C) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD
WITHIN THE MEANING OF REGULATION S UNDER THE U.S. SECURITIES ACT TO REQUIRE THAT AN OPINION OF
COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO THE ISSUER, THE TRUSTEE AND THE
REGISTRAR IS COMPLETED AND DELIVERED BY THE TRANSFEROR. AS USED HEREIN, THE TERMS “OFFSHORE
TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S
UNDER THE U.S. SECURITIES ACT.




          THIS SECURITY MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, U.S. PERSONS (I) AS PART OF THEIR DISTRIBUTION AT ANY TIME OR (II) OTHERWISE UNTIL 40
DAYS AFTER THE LATER OF THE DATE OF THE COMMENCEMENT OF THE OFFERING AND THE DATE OF ORIGINAL
ISSUANCE, EXCEPT IN EITHER CASE IN ACCORDANCE WITH REGULATION S (OR RULE 144A, IF AVAILABLE) UNDER
THE SECURITIES ACT.2



[Definitive Securities Legend]




          IN CONNECTION WITH ANY TRANSFER, THE HOLDER SHALL DELIVER TO THE REGISTRAR AND
TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY
REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.





 




			
	2	 	Applicable to Regulation S Global Securities
only.




A-2









 






3




[FORM OF ORIGINAL SECURITY]




			
	 	 	 
	No.
	 	€__________






91/2% Senior Subordinated Note due 2017




Common Code

ISIN                 




          BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II S.A., A LUXEMBOURG PUBLIC LIMITED LIABILITY
COMPANY (SOCIÉTÉ ANONYME), HAVING ITS REGISTERED OFFICE AT 1, RUE DES GLACIS, L-1628 LUXEMBOURG,
GRAND-DUCHY OF LUXEMBOURG, REGISTERED WITH THE LUXEMBOURG TRADE REGISTER UNDER THE NUMBER B129.914,
PROMISES TO PAY TO [      ], OR REGISTERED ASSIGNS, THE PRINCIPAL SUM OF €[      ], AS THE
SAME MAY BE REVISED FROM TIME TO TIME ON THE SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY
ATTACHED HERETO, ON JUNE 15, 2017.



          Interest Payment Dates: June 15 and December 15



          Record Dates: June 1 and December 1



          Additional provisions of this Security are set forth on the other side of this Security.



          IN WITNESS WHEREOF, the parties have caused this instrument to be duly executed.



	 	 	 	 	 
	 	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II S.A.,

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Dated:







A-3









 





4



TRUSTEE’S CERTIFICATE OF

AUTHENTICATION




THE BANK OF NEW YORK, as Trustee,

certifies that this is one of the

Securities referred to in the

Indenture.


By:_____________________

      Authorized Signatory






 




			
	*/	 	 If the Security is to be issued in global form, add the Global Securities Legend and the
attachment from Exhibit A captioned “[TO BE ATTACHED TO GLOBAL SECURITIES] — SCHEDULE OF
INCREASES OR DECREASES IN GLOBAL SECURITY”.




A-4









 








5


[FORM OF REVERSE SIDE OF ORIGINAL SECURITY]




91/2% Senior Subordinated Note due 2017


1. Interest





          Beverage Packaging Holdings (Luxembourg) II S.A., a company incorporated in Luxembourg (such
company, and its successors and assigns under the Indenture hereinafter referred to, being herein
called the “Issuer”), promises to pay interest on the principal amount of this Security at the rate
per annum shown above.



          The Issuer shall pay interest semi-annually on June 15 and December 15 of each year,
commencing December 15, 2007. Interest on the Securities shall accrue from the most recent date to
which interest has been paid or provided for or, if no interest has been paid or provided for, from
June 29, 2007 until the principal hereof is due. Interest shall be computed on the basis of a
360-day year comprised of twelve 30-day months. The Issuer shall pay interest on overdue principal
at the rate borne by the Securities, and it shall pay interest on overdue installments of interest
at the same rate to the extent lawful.


2. Method of Payment




          The Issuer shall pay interest on this Security (except defaulted interest) to the registered
Holder at the close of business on the June 1 or December 1 next preceding the interest payment
date even if this Security is canceled after the record date and on or before the interest payment
date (whether or not a Business Day). The Issuer shall pay principal, premium, if any, and
interest in euro or such other lawful currency of Luxembourg that at the time of payment is legal
tender for payment of public and private debts. The Issuer shall make all payments in respect of
this Security (including principal, premium, if any, and interest) at the office of the relevant
Paying Agent, provided that all such payments [shall be made by wire transfer of immediately
available funds to the accounts specified by the Holder or Holders thereof]3[at the
option of the Issuer, may be made by mailing a check to the registered address of each Holder
thereof]4.


3. Paying Agent and Registrar




          Initially, The Bank of New York (the “Trustee”) shall act as Trustee, Principal Paying Agent
(“Principal Paying Agent”), Transfer Agent (“Transfer Agent”) and Registrar (the “Registrar”). The
Issuer may appoint and change any Paying Agent or Registrar without notice. The Issuer or Holdings
I or any of its Subsidiaries may act as Paying Agent (other than with respect to Global Securities)
or Registrar.





 




			
	3	 	Applicable if this Security is represented by
a Global Security registered in the name of or held by a nominee of,
Clearstream or Euroclear on the relevant record date.
	 
	4	 	Applicable if this Security is represented by
a Definitive Security on the relevant record date.




A-5









 






6




          So long as the Securities are listed on the Irish Stock Exchange and admitted to trading on
the Alternative Securities Market thereof and its guidelines so require, the Issuer will maintain,
at all times that payments are required to be made in respect of the Securities, a Paying Agent and
Transfer Agent in Dublin, Ireland. Initially, BNY Fund Services (Ireland) Limited shall act as
Paying Agent in Dublin and Transfer Agent in Dublin.


4. Indenture




          The Issuer issued the Securities under an Indenture dated as of June 29, 2007 (the
“Indenture”), among the Issuer, the Initial Subordinated Guarantors, the Trustee, the Security
Agent, the Principal Paying Agent, the Transfer Agent, the Registrar and the Paying Agent in
Dublin. The terms of the Securities include those stated in the Indenture. Terms defined in the
Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The
Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in
the Indenture) are referred to the Indenture for a statement of such terms and provisions.



          The Securities are senior subordinated obligations of the Issuer. This Security is one of the
Original Securities referred to in the Indenture. The Securities include the Original Securities
and any Additional Securities. The Original Securities and any Additional Securities are treated
as a single class of securities under the Indenture. The Indenture imposes certain limitations on
the ability of the Issuer, Holdings I and the Restricted Subsidiaries to, among other things, make
certain Investments and other Restricted Payments, pay dividends and other distributions, incur
Indebtedness, enter into consensual restrictions upon the payment of certain dividends and
distributions by such Restricted Subsidiaries, enter into or permit certain transactions with
Affiliates, impair the security, create or incur Liens and make Asset Sales. The Indenture also
imposes limitations on the ability of the Issuer and the Subordinated Guarantors to consolidate or
merge with or into any other Person or convey, transfer or lease all or substantially all of its
property. The Indenture also imposes limitations on the ability of the Issuer to undertake certain
activities.



          To the extent any provision of the Securities conflict with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be controlling.


5. Optional Redemption




          Except as set forth in this paragraph 5 and paragraph 6, the Securities shall not be
redeemable at the option of the Issuer prior to June 15, 2012. Thereafter, the Securities shall be
redeemable at the option of the Issuer, in whole or in part, at any time or from time to time, upon
not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s
registered address (or otherwise delivered in accordance with applicable Euroclear and Clearstream
procedures), at the following redemption prices (expressed as a percentage of principal amount),
plus accrued and unpaid interest, if any, to the redemption date (subject to the right of the
Holders of record on the relevant record date to receive interest due on the relevant interest
payment date), if redeemed during the 12-month period commencing on June 15 of the years set forth
below. Without limiting the Issuer’s obligations under the Indenture, the Issuer may provide in
such notice that payment of the redemption price and the performance of the Issuer’s obligations
with respect to such redemption may be performed by another Person.



A-6









 




7



	 	 	 	 	 
	Period	 	Redemption Price	 
	2012
	 	 	104.750	%
	2013
	 	 	103.167	%
	2014
	 	 	101.583	%
	2015 and thereafter
	 	 	100.000	%






          In addition, prior to June 15, 2012, the Issuer may redeem the Securities at its option, in
whole or in part, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class
mail to each Holder’s registered address (or otherwise delivered in accordance with applicable
Euroclear and Clearstream procedures), at a redemption price equal to 100% of the principal amount
of the Securities redeemed plus the Applicable Premium (as calculated by the Issuer or on behalf of
the Issuer by such Person as the Issuer shall designate) as of, and accrued and unpaid interest, if
any, to, the applicable redemption date (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date).



          Notwithstanding the foregoing, at any time and from time to time prior to June 15, 2010, the
Issuer may at its option redeem in the aggregate up to 35% of the original aggregate principal
amount of the Securities (calculated after giving effect to any issuance of any Additional
Securities), with the net cash proceeds of one or more Equity Offerings (1) by Holdings I or (2)
any direct or indirect parent of Holdings I, in each case to the extent the net cash proceeds
thereof are, in the case of an Equity Offering by Holdings I, provided to the Issuer by way of
repayment of the Subordinated Notes Proceeds Loan, or otherwise, contributed to the common equity
capital of the Issuer or used to purchase Capital Stock (other than Disqualified Stock) of the
Issuer from it, at a redemption price (expressed as a percentage of principal amount thereof) of
109.500%, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of
holders of record on the relevant record date to receive interest due on the relevant interest
payment date); provided, however, that at least 65% of the original aggregate principal amount of
the Securities (calculated after giving effect to any issuance of any Additional Securities) remain
outstanding after each such redemption; provided, further, that such redemption shall occur within
90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor
more than 60 days’ notice mailed to each holder of Securities being redeemed and otherwise in
accordance with the procedures set forth in the Indenture.



          Notice of any redemption upon any Equity Offering may be given prior to the completion
thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or
more conditions precedent, including, but not limited to, completion of the related Equity
Offering. Without limiting the Issuer’s obligations under the Indenture, the Issuer may provide in
such notice that payment of the redemption price and the performance of the Issuer’s obligations
with respect to such redemption may be performed by another Person.



          If the Issuer effects an optional redemption of Securities, it will, for so long as the
Securities are listed on the Irish Stock Exchange and admitted to trading on the Alternative
Securities Market thereof and its guidelines so require, inform the Irish Stock Exchange of such
optional redemption and confirm the aggregate principal amount of the Securities that will remain
outstanding immediately after such redemption.



A-7









 




8


6. Redemption for Taxation Reasons




          The Issuer may redeem the Securities, at its option, in whole, but not in part, at any time
upon giving not less than 30 nor more than 60 days’ notice to the Holders (which notice will be
irrevocable) at a redemption price equal to 100% of the principal amount thereof, together with
accrued and unpaid interest, if any, to the date fixed for redemption (a “Tax Redemption Date”)
(subject to the right of Holders of record on the relevant record date to receive interest due on
the relevant interest payment date) and all Additional Amounts (as defined in paragraph 7 below),
if any, then due and that shall become due on the Tax Redemption Date as a result of the redemption
or otherwise, if any, if the Issuer determines in good faith that, as a result of:



          (1) any change in, or amendment to, the law or treaties (or any regulations or rulings
promulgated thereunder) of a Relevant Taxing Jurisdiction (as defined in paragraph 7 below)
affecting taxation; or



          (2) any change in position regarding the application, administration or interpretation of such
laws, treaties, regulations or rulings (including a holding, judgment or order by a court of
competent jurisdiction) (each of the foregoing in clauses (1) and (2), a “Change in Tax Law”),



     the Issuer, with respect to its Securities, or any Subordinated Guarantor, with respect to a
Subordinated Guarantee, as the case may be, is, or on the next interest payment date in respect of
the Securities would be, required to pay any Additional Amounts, and such obligation cannot be
avoided by taking reasonable measures available to the Issuer or such Subordinated Guarantor
(including, for the avoidance of doubt, the appointment of a new Paying Agent or, where such
payment would be reasonable, the payment through the Issuer or a Subordinated Guarantor); provided
that neither the Issuer nor any Subordinated Guarantor shall be required to take any measures that
in its good faith determination would result in the imposition on it of any legal or regulatory
burden or the incurrence by it of additional costs, or would otherwise result in any adverse
consequences..



          In the case of the Issuer or any Subordinated Guarantor, the Change in Tax Law must become
effective on or after the date of the Offering Circular. Notice of redemption for taxation reasons
will be published in accordance with the procedures set forth in Section 3.03 of the Indenture.
Notwithstanding the foregoing, no such notice of redemption will be given earlier than 90 days
prior to the earliest date on which the Payor (as defined in paragraph 7 below) would be obliged to
make such payment of Additional Amounts. Prior to the publication, mailing or delivery of any
notice of redemption of the Securities pursuant to the foregoing, the Issuer will deliver to the
Trustee (a) an Officers’ Certificate stating that it is entitled to effect such redemption and
setting forth a statement of facts showing that the conditions precedent to its right so to redeem
have been satisfied and (b) an opinion of an independent tax counsel of recognized standing and
satisfactory to the Trustee to the effect that the circumstances referred to above exist. The
Trustee will accept such Officers’ Certificate and opinion as sufficient evidence of the
satisfaction of the conditions precedent described above, in which event it will be conclusive and
binding on the Holders.



A-8









 




9

7. Withholding Taxes




          All payments made by the Issuer, any Subordinated Guarantor or a successor of any of the
foregoing (each, a “Payor”) on the Securities or the Subordinated Guarantees will be made free and
clear of and without withholding or deduction for, or on account of, any Taxes unless the
withholding or deduction of such Taxes is then required by law. If any deduction or withholding
for, or on account of, any Taxes imposed or levied by or on behalf of:



          (1) New Zealand, Switzerland, Luxembourg or, in each case, any political subdivision or
governmental authority thereof or therein having power to tax;



          (2) any jurisdiction from or through which payment on the Securities or any Subordinated
Guarantee is made, or any political subdivision or governmental authority thereof or therein having
the power to tax; or



          (3) any other jurisdiction in which the Payor is organized or otherwise considered to be a
resident for tax purposes, or any political subdivision or governmental authority thereof or
therein having the power to tax,


(each of clause (1), (2) and (3), a “Relevant Taxing Jurisdiction”), will at any time be required
from any payments made with respect to the Securities or the Subordinated Guarantees, including
payments of principal, redemption price, interest or premium, if any, the Payor will pay (together
with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order
that the net amounts received in respect of such payments by the Holders or the Trustee, as the
case may be, after such withholding or deduction (including any such deduction or withholding from
such Additional Amounts), will not be less than the amounts that would have been received in
respect of such payments on the Securities or the Subordinated Guarantees in the absence of such
withholding or deduction; provided, however, that no such Additional Amounts will be payable for or
on account of::




          (1) any Taxes that would not have been so imposed but for the existence of any present or
former connection between the relevant senior subordinated noteholder (or between a fiduciary,
settlor, beneficiary, member or shareholder of, or possessor of power over the relevant senior
subordinated noteholder, if the relevant senior subordinated noteholder is an estate, nominee,
trust, partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction
(including being a citizen or resident or national of, or carrying on a business or maintaining a
permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) but
excluding, in each case, any connection arising solely from the acquisition, ownership or holding
of such Security or the receipt of any payment in respect thereof;



          (2) any Taxes that would not have been so imposed if the holder of the Security had made a
declaration of nonresidence or any other claim or filing for exemption to which it is entitled
(provided that (x) such declaration of nonresidence or other claim or filing for exemption is
required by the applicable law of the Relevant Taxing Jurisdiction as a precondition to exemption
from the requirement to deduct or withhold all or a part of any such Taxes and (y) at least 30 days
prior to the first payment date with respect to which such declaration of nonresidence or other
claim or filing for exemption is required under the applicable law of the Relevant Taxing



A-9









 




10

Jurisdiction with respect to such payment, the relevant holder at that time has been notified
in writing by the Payor or any other person through whom payment may be made that a declaration of
nonresidence or other claim or filing for exemption is required to be made);




          (3) any Taxes that are payable otherwise than by withholding from a payment of the principal
of, premium, if any, or interest on the Securities or under any Subordinated Guarantee;



          (4) any estate, inheritance, gift, sales, excise, transfer, personal property or similar tax,
assessment or other governmental charge;



          (5) any Taxes that are required to be deducted or withheld on a payment to an individual
pursuant to the Directive or any law implementing, or introduced in order to conform to, the
Directive;



          (6) except in the case of the liquidation, dissolution or winding-up of the Payor, any Taxes
imposed in connection with a Security presented for payment by or on behalf of a senior
subordinated noteholder or beneficial owner who would have been able to avoid such Tax by
presenting the relevant Security to, or otherwise accepting payment from, another paying agent in a
member state of the European Union; or



          (7) any combination of the above.



          Such Additional Amounts will also not be payable (x) if the payment could have been made
without such deduction or withholding if the beneficiary of the payment had presented the Security
for payment (where presentation is required) within 30 days after the relevant payment was first
made available for payment to the senior subordinated noteholder or (y) where, had the beneficial
owner of the Security been the holder of the Security, such beneficial owner would not have been
entitled to payment of Additional Amounts by reason of any of clauses (1) to (7) inclusive above.



          The Payor will (i) make any required withholding or deduction and (ii) remit the full amount
deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The
Payor will use all reasonable efforts to obtain certified copies of tax receipts evidencing the
payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such
Taxes and will provide such certified copies to the Trustee. Such copies shall be made available to
the senior subordinated noteholders upon request and will be made available at the offices of the
Paying Agent in Dublin if the Securities are then listed on the Irish Stock Exchange and admitted
to trading on the Alternative Securities Market thereof. The Payor will attach to each certified
copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy
was paid in connection with payments in respect of the principal amount of Securities then
outstanding and (y) the amount of such withholding Taxes paid per €1,000 principal amount of the
Securities.



          If any Payor will be obligated to pay Additional Amounts under or with respect to any payment
made on the Securities, at least 30 days prior to the date of such payment, the Payor will deliver
to the Trustee an Officers’ Certificate stating the fact that Additional Amounts will be



A-10









 




11

payable and the amount so payable and such other information necessary to enable the Paying
Agent to pay Additional Amounts to senior subordinated noteholders on the relevant payment date
(unless such obligation to pay Additional Amounts arises less than 45 days prior to the relevant
payment date, in which case the Payor shall deliver such Officers’ Certificate as promptly as
practicable after the date that is 30 days prior to the payment date).




          Wherever in the Securities, the Indenture or any Subordinated Guarantee there are mentioned,
in any context:



          (1) the payment of principal,



          (2) redemption prices or purchase prices in connection with a redemption or purchase of
Securities,



          (3) interest, or



          (4) any other amount payable on or with respect to any of the Securities or any Subordinated
Guarantee,



          such reference shall be deemed to include payment of Additional Amounts as described under
this heading to the extent that, in such context, Additional Amounts are, were or would be payable
in respect thereof.



          The Payor will pay any present or future stamp, court or documentary taxes, or any other
excise, property or similar taxes, charges or levies that arise in any jurisdiction from the
execution, delivery, registration or enforcement of any Securities, the Indenture, or any other
document or instrument in relation thereto (other than a transfer of the Securities) excluding any
such taxes, charges or similar levies imposed by any jurisdiction that is not a Relevant Taxing
Jurisdiction, and the Payor agrees to indemnify the Holders for any such taxes paid by such
Holders. The foregoing obligations will survive any termination, defeasance or discharge of the
Indenture and will apply mutatis mutandis to any jurisdiction in which any successor to a Payor or
any Subordinated Guarantor is organized or otherwise considered to be a resident for tax purposes
or any political subdivision or taxing authority or agency thereof or therein.


8. Sinking Fund




          The Issuer is not required to make mandatory redemption payments or sinking fund payments with
respect to the Securities.


9. Notice of Redemption




          Notice of redemption shall be mailed by first-class mail (or otherwise delivered in accordance
with applicable Euroclear and Clearstream procedures) upon not less than 30 nor more than 60 days’
prior notice to each Holder’s registered address. Securities in denominations larger than €50,000
may be redeemed in whole but not in part. The Trustee may select for redemption portions of the
principal of Securities that have denominations larger than €50,000. Securities and portions
thereof selected by the Trustee shall be in principal amounts of €50,000 or a whole multiple of
€1,000, except that if all of the Securities of a Holder are to be redeemed,



A-11









 




12

the entire outstanding amount of Securities held by such Holder, even if not in a multiple of
€1,000 shall be redeemed. If money sufficient to pay the redemption price of and accrued and
unpaid interest on all Securities (or portions thereof) to be redeemed on the redemption date is
deposited with a Paying Agent on or before the redemption date and certain other conditions are
satisfied, on and after such date interest ceases to accrue on such Securities (or such portions
thereof) called for redemption.



10. Repurchase of Securities at the Option of the Holders upon Change of Control and Asset
Sales




          Upon the occurrence of a Change of Control, each Holder will have the right, subject to
certain conditions specified in the Indenture, to require the Issuer to repurchase all or any part
of such Holder’s Securities at a purchase price in cash equal to 101% of the principal amount
thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right
of the Holders of record on the relevant record date to receive interest due on the relevant
interest payment date), as provided in, and subject to the terms of, the Indenture.



          In accordance with Section 4.06 of the Indenture, the Issuer shall be required to offer to
purchase Securities upon the occurrence of certain events in connection with certain Asset Sales.


11. Guarantees




          Each of the Subordinated Guarantors jointly and severally, irrevocably and unconditionally
guarantees on a subordinated basis to the extent set forth in the Indenture and the Intercreditor
Agreement (i) the full and punctual payment when due of all obligations of the Issuer under the
Indenture and this Security and (ii) the full and punctual performance within applicable grace
periods of all other obligations of the Issuer.


12. Security




          The obligations under the Securities and the Indenture are secured by a third-priority
security interest in the capital stock of Holdings I owned by Holdings and a third-priority
assignment of the receivables under the Proceeds Loans from the Issuer to Holdings I.


13. Subordination




          The Securities and the Subordinated Guarantees are subordinated in right of payment to all
existing and future Senior Indebtedness of the Issuer and Senior Indebtedness and Senior
Subordinated Indebtedness of the Subordinated Guarantors, as the case may be, on the terms and
subject to the conditions set forth in the Indenture, the Intercreditor Agreement and any
Additional Intercreditor Agreement. To the extent provided in the Indenture, the Intercreditor
Agreement and any Additional Intercreditor Agreement, Senior Indebtedness of the Issuer must be
paid before the Securities may be paid and Senior Indebtedness and Senior Subordinated Indebtedness
of a Subordinated Guarantor must be paid before the Subordinated Guarantees may be paid. Each
Holder by accepting a Security agrees to the subordination provisions contained in the Indenture
and the Intercreditor Agreement and authorizes the Trustee to give them effect and appoints the
Trustee as attorney-in-fact for such purpose.



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13

14. Denominations; Transfer; Exchange




          The Securities are in registered form, without coupons, in minimum denominations of €50,000
and any integral multiple of €1,000 in excess thereof. A Holder shall register the transfer of or
exchange of Securities in accordance with the Indenture. Upon any transfer or exchange, the
Registrar and the Trustee may require a Holder, among other things, to furnish appropriate
endorsements or transfer documents, furnish information regarding the account of the transferee at
Euroclear or Clearstream, where appropriate, furnish certain certificates and opinions, and pay any
taxes, duties and governmental charges in connection with such transfer or exchange. The Registrar
need not register the transfer of or exchange any Securities selected for redemption (except, in
the case of a Security to be redeemed in part, the portion of the Security not to be redeemed) or
to transfer or exchange any Securities for a period of 15 days prior to a selection of Securities
to be redeemed.


15. Persons Deemed Owners




          The registered Holder of this Security shall be treated as the owner of it for all purposes.


16. Unclaimed Money




          If money for the payment of principal or interest remains unclaimed for two years, the Trustee
and a Paying Agent shall pay the money back to the Issuer at its written request unless an
abandoned property law designates another Person. After any such payment, the Holders entitled to
the money must look to the Issuer for payment as general creditors and the Trustee and a Paying
Agent shall have no further liability with respect to such monies.


17. Discharge and Defeasance




          Subject to certain conditions, the Issuer at any time may terminate some of or all its
obligations under the Securities and the Indenture if the Issuer, among other things, deposits with
the Trustee cash in euro or European Government Obligations denominated in euro, or a combination
thereof, for the payment of principal, premium, if any, and interest on the Securities to
redemption or maturity, as the case may be.


18. Amendment; Waiver




          Subject to certain exceptions set forth in the Indenture, (i) the Indenture, the Securities,
any Security Documents, the Intercreditor Agreement, any Additional Intercreditor Agreement or the
Senior Subordinated Notes Proceeds Loan may be amended with the consent of the Holders of a
majority in principal amount of the outstanding Securities (voting as a single class) and (ii) any
past default or compliance with any provisions may be waived with the consent of the Holders of a
majority in principal amount of the outstanding Securities. Subject to certain exceptions set
forth in the Indenture, without the consent of any Holder, the Issuer, the Trustee and the Security
Agent may amend the Indenture, the Securities, any Security Documents or the Intercreditor
Agreement: (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to give
effect to any provision of the Indenture (including the release of any Subordinated Guarantees in
accordance with the terms of Section 10.06 of the Indenture); (iii) to



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14

provide for the assumption by a Successor Company of the obligations of the Issuer under the
Indenture and the Securities; (iv) to provide for the assumption by a Successor Subordinated
Guarantor of the obligations of a Subordinated Guarantor under the Indenture and its Subordinated
Guarantee; (v) to comply with Article V of the Indenture; (vi) to provide for uncertificated
Securities in addition to or in place of certificated Securities (provided that the uncertificated
Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner
such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code); (vii)
to add a Subordinated Guarantee with respect to the Securities or to secure the Securities; (viii)
to add assets to the Collateral, to release collateral from any Lien pursuant to the Indenture and
the Intercreditor Agreement when permitted or required by the Indenture, to the extent necessary to
provide for the granting of a security interest for the benefit of any person, provided that the
granting of such security interest is not prohibited under Section 4.17 of the Indenture; (ix) to
add to the covenants of the Issuer or any Subordinated Guarantor for the benefit of the Holders or
to surrender any right or power conferred upon the Issuer, Holdings I or any Subordinated
Guarantor; (x) to evidence and give effect to the acceptance and appointment under this Indenture
and/or the Intercreditor Agreement of a successor Trustee; (xi) to provide for the accession of the
Trustee to any instrument in connection with the Securities; (xii) to provide for the issuance of
Additional Securities, which shall have terms substantially identical in all material respects to
the Securities, and which shall be treated, together with any outstanding Securities, as a single
issue of securities; (xiii) at the Issuer’s election, to comply with any requirement of the SEC in
connection with the qualification of this Indenture under the Trust Indenture Act, if such
qualification is required; (xiv) to make any change that does not adversely affect the rights of
any Holder; or (xv) to make any change to Article X or Article XI of the Indenture not in conflict
with the Indenture that would limit or terminate the benefits available to any holder of Designated
Senior Indebtedness (or any Representative thereof) under such Article X or Article XI.



19. Defaults and Remedies




          If an Event of Default (other than a Default relating to certain events of bankruptcy,
insolvency or reorganization of the Issuer or Holdings I) occurs and is continuing, the Trustee or
the Holders of at least 25% in principal amount of the outstanding Securities, by notice to the
Issuer may declare the principal of, premium, if any, and accrued but unpaid interest on all the
Securities to be due and payable. Upon such a declaration, such principal and interest will be due
and payable immediately. If an Event of Default relating to certain events of bankruptcy,
insolvency or reorganization of the Issuer or Holdings I occurs, the principal of, premium, if any,
and interest on all the Securities shall become immediately due and payable without any declaration
or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders
of a majority in principal amount of the outstanding Securities may rescind any such acceleration
with respect to the Securities and its consequences.



          Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an
Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any
of the rights or powers under the Indenture at the request or direction of any of the Holders
unless such Holders have offered to the Trustee indemnity or security satisfactory to it against
any loss, liability or expense. Except to enforce the right to receive payment of principal,
premium (if any) or interest when due, no Holder may pursue any remedy with respect to the



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15

Indenture or the Securities unless (i) such Holder has previously given the Trustee notice
that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the
outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such
Holders have offered the Trustee security or indemnity against any loss, liability or expense, (iv)
the Trustee has not complied with such request within 60 days after the receipt of the request and
the offer of security or indemnity and (v) the Holders of a majority in principal amount of the
outstanding Securities have not given the Trustee a direction inconsistent with such request within
such 60-day period.




          Subject to certain restrictions, the Holders of a majority in principal amount of the
outstanding Securities are given the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on
the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or
the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other
Holder or that would involve the Trustee in personal liability. Prior to taking any action under
the Indenture, the Trustee will be entitled to indemnification satisfactory to it in its sole
discretion against all losses and expenses caused by taking or not taking such action.


20. Trustee Dealings with the Issuer




          The Trustee under the Indenture, in its individual or any other capacity, may become the owner
or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the
Issuer or its Affiliates and may otherwise deal with the Issuer or its Affiliates with the same
rights it would have if it were not Trustee.


21. No Recourse Against Others




          No (i) director, officer, employee, manager, incorporator or holder of any Equity Interests in
the Issuer or Holdings I or any direct or indirect parent corporation or (ii) director, officer,
employee or manager of a Subordinated Guarantor, will have any liability for any obligations of the
Issuer under the Securities or this Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder of Securities by accepting an Original
Security waives and releases all such liability.


22. Authentication




          This Security shall not be valid until an authorized signatory of the Trustee (or an
authenticating agent) manually signs the certificate of authentication on the other side of this
Security.


23. Abbreviations




          Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM
(=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of
survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).



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16

24. Governing Law




          THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. FOR THE AVOIDANCE OF DOUBT, ARTICLES
86 TO 94-8 OF THE LUXEMBOURG LAW OF AUGUST 10, 1915 ON COMMERCIAL COMPANIES SHALL NOT BE APPLICABLE
IN RESPECT OF THE SECURITY.


25. Common Codes; ISINs




          The Issuer has caused Common Codes and ISINs to be printed on the Securities and has directed
the Trustee to use Common Codes and ISINs in notices of redemption as a convenience to the Holders.
No representation is made as to the accuracy of such numbers either as printed on the Securities
or as contained in any notice of redemption and reliance may be placed only on the other
identification numbers placed thereon.



          The Issuer shall furnish to any Holder of Securities upon written request and without charge
to the Holder a copy of the Indenture which has in it the text of this Security.



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17

ASSIGNMENT FORM AND CERTIFICATE



To assign this Security, fill in the form below:



I or we assign and transfer this Security to




     (Print or type assignee’s name, address and zip code)



     (Insert assignee’s soc. sec. or tax I.D. No.)


and irrevocably appoint                      agent to transfer this Security on the books of
the Issuer. The agent may substitute another to act for him.




			
	 	 	 
	Date: ___________________
	 	Your Signature ___________________





Sign exactly as your name appears on the other side of this Original Security.



In connection with any transfer of any of the Securities evidenced by this form and certificate the
undersigned confirms that such Securities are being transferred in accordance with its terms
(including in accordance with all applicable securities laws of the States of the United States and
other jurisdictions):



CHECK ONE BOX BELOW



o (1) in the United States to a person whom the undersigned reasonably believes is a
Qualified Institutional Buyer (as defined in Rule 144A under the Securities Act) (“QIB”) that
purchases for its own account or for the account of a QIB to whom notice is given that such
transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with
Rule 144A;



o (2) outside the United States in an offshore transaction in accordance with Rule 903 or 904
under the Securities Act to a person who is not a U.S. person (as defined in Regulation S under the
Securities Act);



o (3) to the Registrar for registration in the name of the Holder, without transfer; or



o (4) to the Issuer.



Unless one of the boxes is checked, the Registrar shall refuse to register any of the Securities
evidenced by this certificate in the name of any Person other than the registered Holder thereof;
provided, however, that if box (2) is checked, the Registrar shall be entitled to require, prior to
registering any such transfer of the Securities, such legal opinions, certifications and other
information as the Registrar and, if applicable, the Issuer has reasonably requested to confirm
that such transfer is being made pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act.








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18



	 	 	 	 	 

	 

	 	 

	 	 
	 

	 	Signature	 	 
	 
	 	 	 	 
	 
	 

	 	 

	 	 
	 

	 	Signature	 	 






TO BE COMPLETED BY PURCHASER IF (1) ABOVE IS CHECKED.




          The undersigned represents and warrants that it is purchasing this Security for its own
account or an account with respect to which it exercises sole investment discretion and that it and
any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the
U.S. Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule
144A and acknowledges that it has received such information regarding the Issuer, Holdings I and
the Subordinated Guarantors as the undersigned has requested pursuant to Rule 144A or has
determined not to request such information and that it is aware that the transferor is relying upon
the undersigned’s foregoing representations in order to claim the exemption from registration
provided by Rule 144A.



Dated:________________________________________                     ____________________________________

Notice: To be executed by an executive officer




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19

[TO BE ATTACHED TO GLOBAL SECURITIES]




SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY



          The initial principal amount of this Global Security is €_____________. The following
increases or decreases in this Global Security have been made:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Principal amount of 	 	 
	 	 	 	 	Amount of decrease	 	Amount of increase	 	this Global	 	Signature of
	 	 	 	 	in Principal Amount	 	in Principal Amount	 	Security following	 	authorized signatory of
	 	 	 	 	of this Global	 	of this Global	 	such decrease or	 	Trustee or Common
	Date of Exchange	 	Security	 	Security	 	increase	 	Depositary
	 
	 
	 





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20

OPTION OF HOLDER TO ELECT PURCHASE




          If you want to elect to have this Security purchased by the Issuer pursuant to Section 4.06
(Asset Sale) or 4.08 (Change of Control) of the Indenture, check the box:



	 	 	 

	Asset Sale o
	 	Change of Control o






          If you want to elect to have only part of this Security purchased by the Issuer pursuant
to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount
(€50,000 or any integral multiple of €1,000 in excess thereof):


€




	 	 	 	 	 	 	 

	Date:

	 	 	 	Your Signature:	 	 
	 

	 	 	 	 	 	(Sign exactly as your name
appears on the other side of this
Security)






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EXHIBIT B




[FORM OF SUPPLEMENTAL INDENTURE]




          SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of [       ], among
[GUARANTOR] (the “New Subordinated Guarantor”), BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II S.A.
(or its successor), a Luxembourg public limited liability company (société anonyme), having its
registered office at 1, rue des Glacis, L-1628 Luxembourg, Grand-Duchy of Luxembourg, registered
with the Luxembourg Trade Register under the number B129.914 (the “Issuer”) and The Bank of New
York, as trustee under the indenture referred to below (the “Trustee”).



W I T N E S S E T H :




          WHEREAS the Issuer has heretofore executed and delivered to the Trustee an indenture (as
amended, supplemented or otherwise modified, the “Indenture”) dated as of June 29, 2007, providing
for the issuance of the Issuer’s 91/2% Senior Subordinated Notes due 2017 (the “Securities”),
initially in the aggregate principal amount of €420,000,000;



          WHEREAS Section 4.11 of the Indenture provides that under certain circumstances the Issuer is
required to cause the New Subordinated Guarantor to execute and deliver to the Trustee a
supplemental indenture pursuant to which the New Subordinated Guarantor shall unconditionally
guarantee all the Issuer’s Obligations under the Securities and the Indenture pursuant to a
Subordinated Guarantee on the terms and conditions set forth herein; and



          WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee and the Issuer are authorized
to execute and deliver this Supplemental Indenture;



          NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the New Subordinated Guarantor, the
Issuer and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders
of the Securities as follows:



          1. Defined Terms. As used in this Supplemental Indenture, terms defined in the
Indenture or in the preamble or recital hereto are used herein as therein defined, except that the
term “Holders” in this Guarantee shall refer to the term “Holders” as defined in the Indenture and
the Trustee acting on behalf of and for the benefit of such Holders. The words “herein,” “hereof”
and “hereby” and other words of similar import used in this Supplemental Indenture refer to this
Supplemental Indenture as a whole and not to any particular section hereof.



          2. Agreement to Guarantee. The New Subordinated Guarantor hereby agrees, jointly and
severally with all existing Subordinated Guarantors (if any), to unconditionally guarantee the
Issuer’s Obligations under the Securities and the Indenture on the terms and subject to the
conditions set forth in Article X and Article XI of the



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2


Indenture and to be bound by all other applicable provisions of the Indenture and the
Securities and to perform all of the obligations and agreements of a Subordinated Guarantor under
the Indenture.*




          3. Notices. All notices or other communications to the New Subordinated Guarantor
shall be given as provided in Section 13.02 of the Indenture.



          4. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as
expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the
terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every holder of Securities
heretofore or hereafter authenticated and delivered shall be bound hereby.



          5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAW.



          6. Trustee Makes No Representation. The Trustee shall not be responsible in any
manner whatsoever for or in respect of the recitals contained herein, all of which recitals are
made solely by the Issuer and the New Subordinated Guarantor. Furthermore, the Trustee makes no
representation as to the validity or sufficiency of this Supplemental Indenture.



          7. Counterparts. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement.



          8. Effect of Headings. The Section headings herein are for convenience only and shall
not effect the construction thereof.





 




			
	* 	 	Amend accordingly to include any necessary
limitations pursuant to Section 4.11(b) and Section 10.02 of the Indenture.




B-2









 







3



          IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date first above written.



	 	 	 	 	 
	 	[NEW GUARANTOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE BANK OF NEW YORK, as Trustee,

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BEVERAGE PACKAGING HOLDINGS

(LUXEMBOURG) II S.A.,

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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