iesy Repository GmbH - Irish Stock Exchange

obligations contemplated by the Senior Credit Facilities have been irrevocably paid and discharged and all commitments of
the lenders under the Senior Credit Facilities have been cancelled and all obligations of the hedging banks under the
documents relating to such hedging obligations have been terminated and (b) with respect to any other Designated Senior
Indebtedness, as indicated therein, the date of payment in full of all obligations for principal, interest, premium, penalties,
fees and expenses with respect to such Designated Senior Indebtedness or the date on which the applicable Representative or
the holders of such Designated Senior Indebtedness are satisfied that all obligations with respect to such Designated Senior
Indebtedness have been irrevocably paid and discharged and all commitments thereunder have been cancelled.
“Senior Indebtedness” means, whether outstanding on the Issue Date or thereafter issued, created, Incurred or assumed,
the Bank Indebtedness of the Issuer and all amounts payable by the Issuer under or in respect of all other Indebtedness of the
Issuer, including premiums and accrued and unpaid interest (including interest accruing on or after the filing of any petition
in bankruptcy or for reorganization relating to the Issuer at the rate specified in the documentation with respect thereto
whether or not a claim for post-filing interest is allowed in such proceeding) and fees relating thereto; provided, however, that
Senior Indebtedness will not include:
(1) any Indebtedness Incurred in violation of the covenant described under “—Certain Covenants—Limitation on
Indebtedness”;
(2) any obligation of the Issuer to any Restricted Subsidiary;
(3) any liability for national, local or other taxes owed or owing by the Issuer;
(4) any accounts payable or other liability to trade creditors arising in the ordinary course of business (including
Guarantees thereof or instruments evidencing such liabilities);
(5) any Indebtedness of the Issuer that is expressly subordinate in right of payment to any other Indebtedness of the
Issuer, including any Subordinated Indebtedness; or
(6) any Capital Stock.
“Senior Payment Default” means (a) in relation to the Senior Credit Facilities, as in effect on the Issue Date, a default
under Clause 24.1 (Non-payment) of the senior credit agreement under the Senior Credit Facilities and (b) in relation to any
other Designated Senior Indebtedness, any failure to pay on the due date any amount payable under such Designated Senior
Indebtedness in the manner required under such Designated Senior Indebtedness.
“Significant Subsidiary” means any Restricted Subsidiary that meets any of the following conditions:
(1) the Issuer’s and its Restricted Subsidiaries’ investments in and advances to the Restricted Subsidiary exceed 10% of
the total assets of the Issuer and its Restricted Subsidiaries on a consolidated basis as of the end of the most recently
completed fiscal year;
(2) the Issuer’s and its Restricted Subsidiaries’ proportionate share of the total assets (after intercompany eliminations)
of the Restricted Subsidiary exceeds 10% of the total assets of the Issuer and its Restricted Subsidiaries on a consolidated
basis as of the end of the most recently completed fiscal year; or
(3) the Issuer’s and its 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 and its Restricted Subsidiaries on a consolidated basis for the most recently completed fiscal
year.
“Similar Business” means (a) the cable television business, including the distribution, sale and/or provision of analog
cable television services, digital cable television services, broadband services, telephony services and other services in
relation thereto, (b) the service and maintenance of the Issuer’s cable network and related cable television activities and (c)
any businesses, services and activities that are related, complementary, incidental, ancillary or similar to any of the foregoing,
or are extensions or developments of any thereof.
“SLA Agreement” means the service level agreements (including the terms sheets attached thereto and included
therein) with DTAG in effect on the Issue Date (each, an “Existing Service Level Agreement”), including agreements for the
lease of cable duct and tower space and other premises, the use of fiber optic transmission systems and other infrastructure
components and services and the supply of electrical power, as well as any additional or other service level agreements or any
replacement, amendment, supplement or waiver of any such service level agreement; provided, however, that any additional
or other service level agreement shall be of a type similar to one or more Existing Service Level Agreements and (b) any such
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