amendment and extension overview - eir...this presentation may include forward-looking statements...

Amendment and Extension Overview

Richard Moat – CEO

Steve Mitchell – Interim CFO & Chief Strategy Officer

© eircom 1

Disclaimer

This document has been prepared from information obtained from publicly available sources and provided by eircom Holdings (Ireland) Limited (the “Company”) together with any entity holding shares directly or

indirectly in it from time to time and its subsidiaries from time to time (the "Group"). This document, any oral presentation of this document by the Company or any person on behalf of the Company, any question-

and-answer session that follows any oral presentation, any subsequent discussions or correspondence in connection with this document, any hard copies of this document and any materials or any other information

(whether at any meeting or otherwise) distributed in connection with this document are, collectively, the "Presentation". The Presentation is strictly confidential, provided for information purposes only, and may not be

distributed to or used by any other person, body corporate or firm. The Presentation does not constitute an offer or commitment by the Group to enter into any transaction, constitute or form part of, and should not be

construed as an advertisement, an offer or an invitation to subscribe to or to purchase securities of the Company or any member of the Group nor are the information or documents contained herein meant to serve as

a basis for any kind of contractual or other obligation.

By reviewing the information in this presentation you agree to the terms of this disclaimer.

The Presentation does not form, and should not be construed as, the basis of any credit analysis or other evaluation an investment or lending recommendation, advice, a valuation or a due diligence review. The

information contained in the Presentation is for indicative purposes only. Each Recipient should conduct (and will be deemed to have conducted) its own independent investigation and analysis of the information

contained in the Presentation and of the business, operations, financial condition, prospects, creditworthiness, status and affairs of the Group, as well as its own credit analysis of the proposed transaction, based on

such information and independent investigation as it deems relevant or appropriate and without reliance on this Presentation. This Presentation may include forward-looking statements regarding certain of the

Group’s plans and its current goals, intentions, beliefs and expectations concerning, among other things, the Group’s future results of operation, financial condition, liquidity, prospects, growth, strategies and the

industries in which the Group operates. These forward looking statements can be identified by the fact that they do not relate only to historical or current facts. Generally, but not always, words such as “may”, “could”,

‘should”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “assume”, “believe”, “plan”, “seek”, “continue”, “target”, “goal”, “would”, or their negative variations or similar expressions identify forward looking statements.

By their nature, forward-looking statements are inherently subject to risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. The Group cautions

you that forward-looking statements are not guarantees of future performance and that its actual results of operations, financial condition and liquidity and the development of the industries in which the Group

operates may differ materially from those made in or suggested by the forward-looking statements contained in the Presentation. In addition, even if the Group’s results of operations, financial condition and liquidity

and the development of the industries in which the Group operates are consistent with the forward-looking statements contained in the Presentation, those past results or developments may not be indicative of

results or developments in future periods.

The Group does not undertake any obligation to review, update or confirm expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances

that arise after the date of the Presentation.

No warranty or representation of any kind, express or implied, is or will be made in relation to, and to the fullest extent permissible by law, no responsibility or liability in contract, tort, or otherwise is or will be accepted

by the Group or any of its officers, employees, advisers or agents, or any other party as to the accuracy, completeness or reasonableness of the information contained in the Presentation, including any opinions,

forecasts or projections. Nothing in the Presentation shall be deemed to constitute such a representation or warranty or to constitute a recommendation to any person to acquire any securities. Any estimates and

projections in the Presentation were developed solely for the use of the Group at the time at which they were prepared and for limited purposes which may not meet the requirements or objectives of the recipient of

the Presentation. Nothing in the Presentation should be considered to be a forecast of future profitability or financial position and none of the information in the Presentation is or is intended to be a profit forecast or

profit estimate.

No person has nor is held out as having any authority to give any statement, warranty, representation or undertaking on behalf of the Group in connection with the Presentation. By accepting this Presentation, you

acknowledge that (a) the Company is not providing advice (whether in relation to legal, tax or accounting issues or otherwise), (b) you understand that there may be legal, tax, accounting and/or other risks associated

with the potential transaction, (c) you should receive legal, tax, accounting and any other necessary advice from your advisors with appropriate expertise to assess relevant risks, (d) you are a sophisticated financial

institution, and (e) you should apprise your senior management as to the advice you receive, the risks associated with the potential transaction and the Group’s disclaimers as to these matters.

Each Recipient acknowledges that neither it nor the Company intends that the Company act or be responsible as a fiduciary to the Recipient, its management, stockholders, creditors or any other person. The

Recipients and the Company by accepting and providing the Presentation respectively expressly disclaim any fiduciary relationship and agree that each Recipient is responsible for making its own independent

judgment with respect to any transaction and any other matter regarding the Presentation.

This Presentation has not been approved by any regulatory authority. This Presentation has been prepared by, and is the sole responsibility of, the Company and has not been independently verified.

The distribution of this Presentation in certain jurisdictions outside of Ireland may be restricted by the laws of those jurisdictions. Accordingly, copies of this Presentation must not be mailed or otherwise forwarded,

distributed or sent into any jurisdiction where to do so would constitute a violation of the relevant laws of such a jurisdiction and the Group accepts no liability to any person in relation to its distribution in any

jurisdiction. This Presentation is only addressed to and directed at persons in member states of the European Economic Area (“EEA”) who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus

Directive (Directive 2003/71/EC as amended, including by Directive 2010/73/EC) (“Qualified Investors”). In addition, in the United Kingdom, this Presentation is addressed to and directed only at, Qualified Investors

who (i) are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the

“Order”), (ii) are persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) are other persons to whom this Presentation may otherwise lawfully be communicated (all such persons

together being referred to as “relevant persons”). If you are not a relevant persons, you should not attend the Presentation and should immediately return any materials relating to that meeting currently in your

possession. By receiving this Presentation, you represent and agreed that you are a relevant person.

By receiving the Presentation (or any part of it), you will be taken to have represented, warranted and undertaken that you have read, understood and agreed to be bound by the terms and limitations set forth above.

If you are unable to agree the foregoing, please read no further and promptly return to the Company or its advisers all written materials provided to you as part of the Presentation and destroy all copies in your

possession.

© eircom 2

Review of Recent Performance

© eircom 3 © eircom

First phase of significant turnaround

complete

3

Corporate Actions New Launches Financing Network Rollout

Successful completion of

debt restructuring

Mar-14

Feb-14

Aug-12 Oct-12

Announcement of Incentivised Exit Scheme: plan to

reduce workforce by 2,000 (>35%) within

two years

Launch of FMC bundles:

Combination of fixed line, broadband and

mobile

Feb-13 May-13

Sep-13

Oct-13

Dec-13

Reduction of personnel by >600 under Incentivised

Exit Scheme

Launch of fibre services for Retail

and Wholesale

Sale of Phonewatch

Launch of IPTV enabling unique

quad play

Return to capital markets with €350m

HY bond

Balance of 2,000 FTE reduction secured

through incentivised exit scheme

700k premises passed with

fibre

Moody’s credit rating upgrade, S&P/Fitch upgrade outlook to

stable

First to market with 4G services

1 million premises passed with fibre

>40% coverage Over €260m spent with c.60%

of the roll out complete

FTTH rollout announced

Jun-13

Aug-13 Amend & Extend of Senior Loan Facility • Extended maturity • Destapling • Portable structure

Acquired 4G Spectrum

Nov-12

Cost saving target

established: €100m within

2 years(1)

Early achievement of €100m cost saving

target(1)

Apr-14

Mar-14

Feb-14

Aug-12 Oct-12 Feb-13

May-13

Sep-13

Oct-13

Dec-13

Jun-13

Aug-13

Nov-12

Apr-14

Jun-12

Sep-14

Notes

1. €100m cost saving based on Q4 FY14 annualised run rate compared to FY 2012; excludes SAC costs

2. eFibre coverage percentages shown based on 2.3m Irish premises

Dec-14

Launch of 4G service for prepay

Nov-14

Valuable sports content secured

VOD launch


Positive momentum in financial performance

330 329 323 333 315 311 313 316

Q3 13 Q4 13 Q1 14 Q2 14 Q3 14 Q4 14 Q1 15 Q2 15Total Revenues

268 261 259 260 252 250 244 244

Q3 13 Q4 13 Q1 14 Q2 14 Q3 14 Q4 14 Q1 15 Q2 15

120 123 121 116121 121

114 112

Q3 13 Q4 13 Q1 14 Q2 14 Q3 14 Q4 14 Q1 15 Q2 15

149138 139 145

131 129 130 132

Q3 13 Q4 13 Q1 14 Q2 14 Q3 14 Q4 14 Q1 15 Q2 15

Operating Costs3 (€m)

1 The above chart includes the proportionate consolidation of Tetra Ireland at 56% for actual, budget and prior year 2 The rate of revenue decline in the prior and current year has been adjusted to reflect the impact of the MTR adjustment made in Q2 FY14 3 Excludes €10 million of one-off storm costs incurred in Q3 FY14 and excludes non cash share incentive related provisions now classed as exceptional 4 FY 13 data presented above excludes results from Phonewatch up to the date of disposal in May 2013 5 Numbers in the above charts have been presented to the nearest million and therefore totals presented above may vary slightly from the actual arithmetic totals of such information

EBITDA (€m)

Revenue (€m) Gross Margin (€m)

The rate of revenue decline

continues to slow

decreasing from 7% in prior

year to 3.8% in Q2 FY15

Gross margin reduction

driven by changes in

revenue mix and impact of

one off items in prior year

Q2 operating costs down

9% YoY reflecting

continued benefit from cost

saving programmes, in

particular from headcount

reductions

QoQ operating costs

increased due to seasonal

customer acquisition costs

and lower capitalised

labour in the quarter

Q2 FY15 EBITDA impacted

by seasonal investment in

customer acquisition

Qtr on qtr reduction compared to the PY

(7.0)%(2) (3.8)%(2)


Unparalled network scale and scope enables

growth through converged offerings

(1) Population coverage is outdoor 2G voice, 3G and 4G Data

(2) Based on 10 mb/s throughput at the cell edge

1.1m FTTC premises passed at an average

cost of €205

Enabler of 100 Mb/s broadband and TV

services

Exchange launched VDSL now available at

a low cost per premises passed

Committed to reach 1.6 m or over 70% of

Irish premises by mid-2016 at an average

cost of €210

UPC: 750k premises passed with DOCSIS

3.0

…with future proofed architecture

Cost effective options to upgrade network:

– G.fast – pilot yielding speeds of up to

500Mb/s

– FTTH trials delivering 1Gb/s

Demand led FTTH rollout underway in 16

towns in middle Ireland to pre-empt JV

market entry

ESB/Vodafone announced FTTH rollout to

500k premises by 2018 at cost of €450m

– Commercial launch delayed from early to

late 2015

Significant 3G and 4G network investment Largest high speed fixed network... Overview of NGA network

Over €250m invested, including

acquisition of new spectrum, over the

past 2.5 years

61% 4G population coverage(2)

Improved 3G network with U900 and

HSPA+ deployment

Enhanced network share with 3:

– Extension to 2030

– Firm investment commitments

– Eliminates dependency on Vodafone

for national roaming (currently 2G

only), and provides eircom with its

own nationwide 3G network for the

first time from mid-2015

Largest Wifi network

Nationwide Wifi network with over

2,000 hotspots and growing

Ability to provide “always connected”

experience

Significant opportunity to take

advantage of Wifi offloading

Overview of mobile network

2G 99%

3G 96%

4G 61%

Population coverage(1)


New capability is delivering increased RGUs

per customer…

3% 5% 7% 10% 14% 17% 20%

53% 52% 50% 49% 46% 44% 42%

44% 43% 42% 42% 40% 39% 38%

Q4 13 Q1 14 Q2 14 Q3 14 Q4 14 Q1 15 Q2 15

Mobile/TV bundles Dual Play Single Play

Successfully driving the take up of triple and quad play1…

…resulting in RGU2 growth

1 Consumer market only – Mobile/TV bundles % include FMC bundles 2 RGUs exclude Standalone Postpay, Prepay & MBB

Superior fixed and mobile network

underpins bundling strategy and RGU

momentum

Currently the only provider of quad play

bundles in the market

20% of customers now availing of

TV/Mobile bundles

1.59 1.61

1.65

1.68

1.73

1.78

1.82

Q4 13 Q1 14 Q2 14 Q3 14 Q4 14 Q1 15 Q2 15


…and positive growth in KPIs

622 601 585 559 546

74 103 133 172 202

696 704 718 731748

Dec-13 Mar-14 Jun-14 Sep-14 Dec-14

Non NGA NGA

3

10

21

28

32


41

51

63

76

89


5675

95

124140

18

28

38

48

62

74

103

133

172

202


Retail Wholesale

Growing broadband

efibre customers ‘000 Group Broadband customers ‘000

% penetration of NGA

premises passed

Successfully penetrating

e-fibre with TV

TV customers ‘000

Continued FMC growth1 Strong e-fibre take-up

FMC ‘000

% penetration of

consumer NGA

customers

11%

13%

14%

17%

19%

6%

14%

24%

25%

25%

1. Now includes consumer and SMB


Continued focus on cost transformation

Over €130m savings Operating Costs (€m)

5,097

450

5,547

4,705

3,632 3,400

FY12A FY13A FY14A FY15F

FTE 9 day fortnight

Notes 1 Includes €10m of one-off storm costs incurred in FY14 2 Net of €10m YoY storm cost saving

288 264 230

351 333

324

639 597 554

FY12A FY13A FY14A FY15F

Pay Costs Non Pay Costs

>€130m cost reduction >2100 FTE reduction

On track to achieve c.€40m2 cost savings in FY15…with further scope from recent benchmarking exercise

1

Expect to deliver cost savings of c.€40m in FY15 driven by both pay and non pay savings

AT Kearney global competitive benchmarking process completed in Dec-2014

– Indicated significant improvements since 2012

– But further scope for savings in the region of €50m-€80m in total – detailed on following page

Headcount Evolution


Pension update

• Main Fund satisfied MFS at

30 September 2013

• No Funding Proposal required, no

cash call

Minimum Funding Standard

(Wind Up Basis)

• No deficit on triennial valuation

• Actuarial report confirms surplus of €131m

• Reduction in the company’s annual pension

contributions

• Accounting valuation impacted by lower

rates used to discount liabilities

• Deficit of €486m at the end of Q2 FY15

using prescribed discount rate for liabilities

of 2.05% based on AA- Corporate Bond

Yield.

• Deficit up from €391m at the end of June

2014 due to a reduction in the discount rate

from 2.9% to 2.05% which was partially

offset by a reduction in inflation

assumptions and a net increase in scheme

assets

• No Debt on the Employer, no funding

proposal, no cash call

Triennial Funding Valuation - Effective

Date 30 Sept 2013 IAS 19 Deficit

Meets minimum funding criteria No deficit on triennial valuation Accounting valuation suffers from discount

rate required on liabilities

No Incremental Funding Requirement

© eircom 10

Amendment & Extension Request

© eircom 11

Background:

eircom is requesting an Amendment & Extension (“A&E”) of the existing senior term loan facilities

BNP Paribas and Goldman Sachs have been appointed as joint co-ordinators for the transaction

Rationale:

The eircom management team has continued to make considerable progress within the business in terms of stabilising

revenue, investing for future growth that is starting to be seen and significant cost savings (with more to come)

Since our last presentation to lenders, in which we discussed the performance through to 31 December 2014, the

business has continued to perform in line with management’s expectations delivering strong revenue and EBITDA

performance at the start of 2015 with the impact of price increases announced in Jan-15 still to be seen

The Company believes that there is value in extending the debt maturity given the current operational and capital market

momentum

As such, the Company would also like to take this opportunity to make certain changes to the SFA which would facilitate

strategic flexibility

Amend and Extend Overview


Amend and Extend Overview

We are seeking an extension to our existing term loan facilities and are requesting a number of other amendments in

parallel to (i) increase certain operational flexibility for management to optimise business performance and (ii) align the

documentation with current market standards

We invite existing lenders to roll their current commitments. We also welcome new money commitments

The extended term loan B3 will pay a cash margin of E+450bps and mature in May 2022. Pro forma the amendment

request, the TLB3 will have substantially the same terms as the TLB2

Those lenders choosing not to participate in the extension will remain in the existing term loans (“Term Loan B1” and

“Term Loan B2”, together “the Existing Term Loans”)

Pro Forma Capital Structure as at 31 Dec 2014

€m Amt x EBITDA

Existing

Margin / Coupon

Existing

Maturity Adj.

Pro forma

Margin Adj.

Pro forma

Maturity

Cash (163) (0.4)x

Existing TLB1 108 0.2x E+300bps cash/

1.00% PIK Sept-17

Existing TLB2 1,913 4.1x E+450bps cash Sept-19 ~ E+450bps

cash

+2.75

years May-22

Existing Tetra Debt 19 0.0x

Senior Secured Notes 350 0.7x 9.25% May-20

Net Total Debt 2,227 4.7x

LTM Dec 2014 EBITDA 467


Proposed Amendments - Commercial

Term / SFA reference Requested Amendment Consent

Level

Definition of “Termination Date” To be amended to reflect the extension to May 2022 for extending lenders in the TLB3 66 2/3%

Financial Covenants

(Clause 22)

Reset Interest Cover, Net Leverage and Capex Covenants - please refer to page 15 for more details

For the avoidance of doubt, Capex to be calculated net of any Government subsidy received (in NBP scenario) 66 2/3%

Permitted Bond Refinancing

(Clause 8.4)

Allow new bond proceeds to also be used for acquisition / asset purchase purposes (subject to a cap of €500m) or to repay

the 2020 €350m Notes (and any other outstanding Permitted Bonds) 100% 1

Definition of “Permitted

Acquisitions” – (g)

Increase both the Total Purchase Price and annual cap to €150m

Increase the cumulative cap over the full term of facility to €350m

For Acquisitions >€150m, amend Total Leverage test such that PF Leverage is not permitted to increase vs. the most recent

Compliance Certificate. Synergies to include annualised cost savings reasonably expected to be achieved within 12 months

of closing. Sign-off by CEO, CFO or Director for synergies <5% of PF Group EBITDA. For synergies >5% but <10% PF

Group EBITDA, additional requirement to supply synergy report from external accounting / specialist firm

Remove requirement to deliver certain PF financial statements for the target business or consolidated Group for the 12 / 18

month period after the acquisition (note still subject to due diligence provision)

Increase threshold for due diligence provision from €25m to €50m and remove obligation to deliver “reliance” on such reports

66 2/3%

Definition of “Specified Change

of Control Event” - (b) Reset the 24 month period to apply from the current 2015 request (i.e. c.12 month extension) 100% 1


Transferee” Update the definition to include a listed strategic investor focused on the European Telecom space 100% 1

Equity Cure Include conservative language (3 cures over the life of the facility, non-consecutive quarters, cure amount applied to net debt

for covenant calculation purposes, cure proceeds to be applied to prepayment of debt) 66 2/3%

Definition of “Euribor” / “Libor” Include a floor at 0% 66 2/3%

Definition of “Permitted Property

Transaction”

Increase the aggregate cap on permitted property disposals to €50m

Add the Crown Alley / Temple Bar property to the list of specific permitted property transactions 66 2/3%


Financial Indebtedness”

Increase the cap on finance and capital leases to greater of €50m and 2.25% of Total Assets (as per 2020 Notes)

Remove cap on bill discounting, factoring and limited recourse receivables financing (as per 2020 Notes)

Increase the cap on the general basket for debt incurrence to greater of €35m and 6.75% of Consolidated EBITDA (as per

2020 Notes)

66 2/3%

Definition of “Permitted Security” Increase general basket from €10m to €15m at any time (as per 2020 Notes) 66 2/3%

Notes 1 TLB3 Lenders to pre-approve this request, such that it becomes effective once TLB1 / TLB2 are prepaid in the event that the request is not approved by all TLB1 / TLB2 lenders


Proposed Amendments - Technical

Term / SFA reference Requested Amendment Consent

Level

Definition of "Agreed

Jurisdiction" Amend to EU member states and Jersey 66 2/3%

Definitions of “Financial

Indebtedness” and “Borrowings” Amend to exclude Pension related liabilities 66 2/3%

Definition of “Permitted Joint

Venture”

Amend from “business substantially the same as that carried on by the Group” to “a business similar or complimentary to that

of the Group” 66 2/3%

“Permitted Intra-Group

Disposals”

Include a de minimis carve-out for asset disposals ≤€5m

If Guarantor Coverage Test is satisfied, no obligation for an acquiring intra-group company to become a guarantor 66 2/3%

Voluntary prepayment of Term

Loans (Clause 7.3) Enable eircom to voluntarily repay TLB1 and/or TLB2 ahead of TLB3 at its discretion 66 2/3%

Financial Covenants

(Clause 22)

Technical amendments to allow PF adjustments for acquisitions / disposals for financial covenant compliance (other than

Excess Cashflow) to include annualised cost savings reasonably expected to be achieved within 12 months of closing 66 2/3%

Notices of Cancellation or

Prepayment Amend to allow for “conditional/revocable” notices for voluntary prepayments, with liability only for Break Costs if any 66 2/3%

Scope of Information

Undertakings

Align delivery period of quarterly financial statements to 60 days after quarter end (as per HY Notes). Content of Operating

and Financial Review to mirror reporting requirement under HY Notes

Extend deadline for providing Quarterly Compliance Certificate to 60 days after quarter end (in line with proposed reporting)

Remove obligation to provide director sign-off and commentary for monthly financial statements (a simplified KPI / Financial

report to continue to be provided to lenders)

Increase delivery deadline of the Annual Budget to 60 days after the start of each Financial Year. Remove requirement to

deliver updated/changed Budget to Agent for any changes in projected performance of Group

Remove obligation to provide “Obligor” and “Material Company” financial statements if “required under applicable law”

Remove Agent discretion to request a Company Presentations at any other time with 5 days’ notice

66 2/3%

Impact of a downgrade of Irish

Banks Remove obligation to reduce aggregate deposit exposure of the Group to a “Downgraded Irish Bank” 66 2/3%

Notes

For full list of clean-up amendments, please see the associated Amendment Consent Letter


Proposed Amendments - Covenants

eircom management and board have recently completed a full strategic review of the business

The proposed covenant amendments reflect the current success eircom is enjoying with new products/services as well as

the accelerated rollout of the network and benefit anticipated from certain significant investment opportunities currently

present across Ireland

Revised covenant levels are proposed as follows:

FY15/16 - Year 1 FY16/17 - Year 2 FY17/18 - Year 3 FY18/19 - Year 4 FY19/20 - Year 5

Q4-15 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4

Net Leverage (x)

Current SFA 5.6x 5.6x 5.4x 5.3x 5.1x 5.0x 4.8x 4.6x 4.4x 4.3x 4.3x 4.3x 4.3x 4.0x 4.0x 3.8x 3.8x 3.8x 3.8x 3.8x 3.8x

Proposed Covenant 5.6x 5.8x 5.7x 5.7x 5.6x 5.6x 5.5x 5.5x 5.5x 5.5x 5.5x 5.4x 5.4x 5.3x 5.2x 5.1x 5.0x 4.8x 4.6x 4.4x 4.3x

Interest Cover (x)

Current SFA 3.2x 3.2x 3.2x 3.3x 3.3x 3.3x 3.4x 3.4x 3.4x 3.5x 3.5x 3.5x 3.5x 3.5x 3.5x 3.5x 3.5x 3.5x 3.5x 3.5x 3.5x

Proposed Covenant 3.2x 3.0x 3.0x 3.0x 3.0x 3.0x 3.0x 3.0x 3.0x 3.0x 3.0x 3.0x 3.0x 3.0x 3.0x 3.0x 3.0x 3.0x 3.0x 3.0x 3.0x

Capex (€m)

Current SFA (excl. NBP) 315 250 222 225 225 -

Proposed Covenant ( excl. NBP) 315 250 240 240 230 230

Current SFA (incl. NBP) 315 300 272 275 250 -

Proposed Covenant (incl. NBP) 315 275 290 290 280 260


Summary Term Sheet: New Tranche B3

Indicative Term Term Loan

Facility Tranche B3

Borrower eircom Finco S.àr.l.

Ranking Senior Secured

Security Same as Existing Term Loans

Currency €

Maturity May 2022

Optional Redemption 101 soft call for first 6 months

Margin E + 450bps

IPO Margin Ratchet (subject to Net Leverage):

3.00x - 3.75x E + 425bps

< 3.00x E + 400bps

Fees

Amendment Consent (10bps) and Extension (25bps) – existing commitments (payment of both fees

only made if extension related amendments are made and other customary conditions are met)

New Money Commitment Fee (25bps)

Guarantees Same as Existing Term Loans

Mandatory Prepayments

IPO and new bond debt proceeds to be applied against Tranche B1, Tranche B2 and Tranche B3 at

the Company’s discretion

Excess cash sweep, disposal proceeds, acquisition proceeds and insurance proceeds to be applied

pro rata between Tranche B1, Tranche B2 and Tranche B3

Financial Covenants As proposed on previous slide

Majority Lenders Same as Existing Term Loans

Governing Law Same as Existing Term Loans


Timeline

Date Event

1 May 2015 Transaction Announcement

6 May 2015 General Investor Presentation

18 May 2015 Q3 (31-Mar-15) Results Announced

20 May 2015 Response Deadline

May 2015

M T W T F S S

1 2 3

4 5 6 7 8 9 10

11 12 13 14 15 16 17

18 19 20 21 22 23 24

25 26 27 28 29 30 31

Key Date

UK / Irish Bank Holiday

Thank you

amendment and extension overview - eir...this presentation may include forward-looking statements...

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