iesy Repository GmbH - Irish Stock Exchange

“Apollo” means each of the funds managed directly or indirectly by Apollo Management V, L.P.
“Asset Disposition” means any direct or indirect sale, lease (other than an operating lease entered into in the ordinary
course of business), transfer, issuance or other disposition, or a series of related sales, leases (other than operating leases
entered into in the ordinary course of business), transfers, issuances or dispositions that are part of a common plan, of shares
of Capital Stock of a Subsidiary (other than directors’ qualifying shares), property or other assets (each referred to for the
purposes of this definition as a “disposition”) by the Issuer or any of its Restricted Subsidiaries, including any disposition by
means of a merger, consolidation or similar transaction. Notwithstanding the preceding provisions of this definition, the
following items shall not be deemed to be Asset Dispositions:
(1) a disposition by a Restricted Subsidiary to the Issuer or by the Issuer or a Restricted Subsidiary to a Restricted
Subsidiary;
(2) a disposition of cash or Cash Equivalents;
(3) a disposition of inventory, trading stock, communications capacity or other assets in the ordinary course of
business;
(4) a disposition of obsolete or worn out equipment in the ordinary course of business;
(5) any disposition permitted under “—Certain Covenants—Merger and Consolidation” or a any disposition that
constitutes a Change of Control Triggering Event;
(6) an issuance of Capital Stock by a Restricted Subsidiary to the Issuer or to another Restricted Subsidiary;
(7) dispositions of Capital Stock, properties or assets in a single transaction or series of related transactions with an
aggregate fair market value in any calendar year of less than €5.0 million;
(8) any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under the covenant
described above under “—Certain Covenants—Limitation on Restricted Payments”;
(9) dispositions in connection with Permitted Liens;
(10) 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;
(11) the licensing or sublicensing of intellectual property or other general intangibles and licenses, sublicenses, leases
or subleases of other property, in each case, in the ordinary course of business;
(12) the disposition of any property or other assets upon foreclosure, condemnation or similar action;
(13) the sale or discount (with or without recourse, and on customary or commercially reasonable terms) of accounts
receivable or Notes receivable arising in the ordinary course of business, or the customary conversion or exchange of
accounts receivable for Notes receivable;
(14) any financing transaction with respect to property built or acquired by the Issuer or any Restricted Subsidiary after
the Issue Date, including any sale/leaseback transaction or asset securitization;
(15) any disposition of Capital Stock, Indebtedness or other securities of an Unrestricted Subsidiary;
(16) 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 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
(17) any surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of
any kind.
“Average Life” means, as of the date of determination, with respect to any Indebtedness or Preferred Stock, the
quotient obtained by dividing (1) the sum of the products of the numbers of years from the date of determination to the dates
of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such
Preferred Stock multiplied by the amount of such amount of such payment by (2) the sum of all such payments.
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