iesy Repository GmbH - Irish Stock Exchange

to the Trustee as “Designated Senior Indebtedness” for purposes of the Indenture, and (2) all Indebtedness arising under the
Senior Credit Facilities.
“Disinterested Director” means, with respect to any Affiliate Transaction, a member of the Board of Directors of the
Issuer having no material direct or indirect financial interest in or with respect to such Affiliate Transaction. A member of the
Board of Directors of the Issuer shall not be deemed to have such a financial interest by reason of such member’s holding
Capital Stock of the Issuer or any Parent or any options, warrants or other rights in respect of such Capital Stock.
“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 exchangeable) or upon the happening of any event:
(1) matures or is mandatorily redeemable for cash or in exchange for Indebtedness pursuant to a sinking fund
obligation or otherwise;
(2) is convertible or exchangeable for Indebtedness or Disqualified Stock (excluding Capital Stock which is convertible
or exchangeable solely at the option of the Issuer or a Restricted Subsidiary); or
(3) is or may become redeemable or repurchasable for cash or in exchange for Indebtedness at the option of the holder
of the Capital Stock in whole or in part,
in each case on or prior to the earlier of (a) the Stated Maturity of the Notes or (b) the date on which there are no Notes
outstanding; provided, however, that (i) 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 will be deemed to be
Disqualified Stock and (ii) any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have
the right to require the Issuer to repurchase such Capital Stock upon the occurrence of a change of control or asset sale
(howsoever defined or referred to) shall not constitute Disqualified Stock if any such redemption or repurchase obligation is
subject to compliance by the relevant Person with the covenant described under “—Certain Covenants—Limitation on
Restricted Payments.”
“DTAG” means Deutsche Telekom AG and its Affiliates.
“DTC” means The Depository Trust Company or any successor securities clearing agency.
“Enforcement Sale” means (1) any sale or disposition (including by way of public auction) of the Collateral pursuant to
an enforcement action taken by the Security Trustee in accordance with the provisions of the Intercreditor Agreement,
including on behalf of the Senior Indebtedness Incurred under the Senior Credit Facilities, to the extent such sale or
disposition is effected in compliance with the provisions of the Intercreditor Agreement, or (2) any sale or disposition of the
Collateral pursuant to the enforcement of security in favor of other Senior Indebtedness of the Issuer or its Restricted
Subsidiaries which complies with the terms of an Additional Intercreditor Agreement (or if there is no such intercreditor
agreement, would substantially comply with the requirements of clause (1) hereof).
“Equity Offering” means a sale of Capital Stock (x) that is a sale of Capital Stock of the Issuer (other than Disqualified
Stock) other than offerings registered on Form S-8 (or any successor form) under the Securities Act or any similar offering in
other jurisdictions, or (y) the proceeds of which are contributed as Subordinated Shareholder Funding or to the equity (other
than through the issuance of Disqualified Stock) of the Issuer or any of its Restricted Subsidiaries.
“Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear Clearance System as currently in effect or
any successor securities clearing agency.
“Euro Equivalent” means, with respect to any monetary amount in a currency other than euro, at any time of
determination thereof by the Issuer or the Trustee, the amount of euro obtained by converting such currency other than euro
involved in such 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)
on the date of such determination.
“European Government Obligations” means any security that is (1) a direct obligation of Ireland, Belgium, the
Netherlands, France, The Federal Republic of Germany or any other country that is a member of the European Monetary
Union on the date of the Indenture, 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.
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