iesy Repository GmbH - Irish Stock Exchange

(2) securities issued or directly and fully Guaranteed or insured by a member of the European Union as of January 1,
2004, or any agency or instrumentality thereof (other than Cash Equivalents), in each case with maturities not exceeding
two years from the date of acquisition;
(3) debt securities or debt instruments with a rating of “A–” or higher from S&P or “A3” or higher by Moody’s or the
equivalent of such rating by such rating organization or, if no rating of Moody’s or S&P then exists, the equivalent of such
rating by any other Nationally Recognized Statistical Ratings Organization, but excluding any debt securities or
instruments constituting loans or advances among the Issuer and its Subsidiaries;
(4) investments in any fund that invests exclusively in investments of the type described in clauses (1), (2) and (3)
above which fund may also hold immaterial amounts of cash and Cash Equivalents pending investment and/or
distribution; and
(5) corresponding instruments in countries other than those identified in clause (1) or (2) above customarily utilized for
high quality investments, in each case with maturities not exceeding two years from the date of acquisition.
“Issue Date” means February 14, 2005.
“Lien” means, with respect to any asset, any mortgage, pledge, security interest, encumbrance, lien or charge of any
kind (including any conditional sale or other title retention agreement or lease in the nature thereof).
“Majority Lenders” means:
(a) in the case of the Senior Credit Facilities, at any time, lenders under the Senior Credit Facilities:
(1) the aggregate of whose shares in the outstanding loans, ancillary outstandings and undrawn commitments
then represents 66 2 /3% or more of the aggregate of all the outstanding loans, ancillary outstandings and undrawn
commitments of all the lenders under the Senior Credit Facilities;
(2) if there is no loan or ancillary outstandings under the Senior Credit Facilities then outstanding, whose
undrawn commitments then aggregate 66 2 /3% or more of the total commitments under such Senior Credit Facilities; or
(3) if there is no loan or ancillary outstandings then outstanding under the Senior Credit Facilities and the
commitments under such Senior Credit Facilities have been reduced to zero, whose commitments aggregated 66 2 /3% or
more of the commitments under the Senior Credit Facilities immediately before the reduction; and
(b) in the case of any Designated Senior Indebtedness, the majority lenders (which shall not, in any event, exceed
lenders that are holders of 66 2 /3% of the outstanding loans and undrawn commitments, if any, thereunder) as specified in
the instrument or agreement governing such Designated Senior Indebtedness.
“Majority Senior Creditors” means the Majority Lenders under the Senior Credit Facilities, as adjusted as provided in
the Intercreditor Agreement or, to the extent applicable, any Additional Intercreditor Agreement to provide voting rights to
hedging banks.
“Management Advances” means loans or advances made to, or Guarantees with respect to loans or advances made to,
directors, officers, employees or consultants of any Parent, the Issuer or any Restricted Subsidiary:
(1) in respect of travel, entertainment or moving related expenses incurred in the ordinary course of business;
(2) in respect of moving related expenses incurred in connection with any closing or consolidation of any facility or
office; or
(3) in the ordinary course of business and (in the case of this clause (3)) not exceeding €5.0 million in the aggregate
outstanding at any time.
“Management Investors” means the officers, directors, employees and other members of the management of or
consultants to any Parent, the Issuer or any of their respective Subsidiaries, or spouses, family members or relatives thereof,
or any trust, partnership or other entity for the benefit of or the beneficial owner of which (directly or indirectly) is any of the
foregoing, or any of their heirs, executors, successors and legal representatives, who at any date beneficially own or have the
right to acquire, directly or indirectly, Capital Stock of the Issuer or any Parent.
“Moody’s” means Moody’s Investors Service, Inc. or any of its successors or assigns that is a Nationally Recognized
Statistical Rating Organization.
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